Pay Versus Performance Disclosure

The following table sets forth information regarding the compensation actually paid to our Chief Executive Officer and our other named executive officers compared to certain performance measures for the years ended December 31, 2024, 2023 and 2022.

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our named executive officers’ pay. As a clinical-stage biotech company, our executive compensation program does not utilize the Company’s financial results as the primary indicator to determine executive compensation. We believe that the creation of sustainable long-term stockholder value depends on our ability to successfully advance our pipeline, and ultimately, bring those product candidates to market. Consequently, our Compensation Committee has designed our executive compensation program to incentivize our executive officers to create that value through the discovery and development of a robust and attractive pipeline of drug candidates. In determining the amount of the annual incentive award for each of our executive officers, including each of our named executive officers, the Compensation Committee evaluated the corporate performance objectives that had been established at the beginning of the calendar year as well as other corporate and individual achievements and performance throughout the year. These performance objectives included clinical milestones for our lead product candidates, research and development milestones for our early-stage drug candidates and other business objectives. Additionally, grants of equity awards, primarily stock options, to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with shareholders. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our named executive officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our named executive officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.


Year	Summary Compensation Table Total for PEO⁽¹⁾⁽²⁾	Compensation Actually Paid to PEO⁽³⁾	Average Summary Compensation Table Total for non-PEO NEOs⁽¹⁾⁽²⁾	Average Compensation Actually Paid to non-PEO NEOs⁽³⁾	Total Shareholder Return⁽⁴⁾	Net (Loss)
2024	$2,263,569	($217,793)	$1,132,692	$692,692	$20.12	($37,610,384)
2023	$5,011,234	($2,385,190)	$1,810,005	($584,425)	$61.36	($42,942,000)
2022	$2,302,548	$5,453,499	$756,421	$1,422,285	$162.96	($40,854,855)

(1)

For each year shown, the principal executive officer (“PEO”) was Dr. Bedu-Addo, our Chief Executive Officer. For 2024, the other Named Executive Officers (“NEOs”) were Dr. Shepard and Mr. Toutain. For 2023, the other Named Executive Officers (“NEOs”) were Dr. Wood, Mr. Hill and Dr. Conn. For 2022, the other NEOs were Dr. Wood and Mr. Hill.

(2)	The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) above. See the footnotes to the SCT for further detail regarding the amounts in this column.

(3)

“Compensation Actually Paid” is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Option Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(4)	The cumulative total shareholder return (“TSR”) is based on a fixed $100 investment made on December 31, 2021.

The following tables reflect the adjustments made to SCT total compensation to compute “Compensation Actually Paid” for our PEO and average for our other NEOs.


PEO	SCT Total Comp	Grant Date Fair Value of Equity Awards Granted in Fiscal Year	Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	Equals Compensation Actually Paid
2024	$2,263,569	($1,647,000)	$408,000	($848,092)	$0	($394,271)	($217,793)
2023	$5,011,234	($4,157,387)	$1,672,202	($2,684,272)	$0	($2,226,967)	($2,385,190)
2022	$2,302,548	($1,448,448)	$3,130,069	$2,025,694	$0	($556,364)	$5,453,499


Other NEOs (Average)	SCT Total Comp	Grant Date Fair Value of Equity Awards Granted in Fiscal Year	Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year	Equals Compensation Actually Paid
2024	$1,132,692	($720,000)	$280,000	$0	$0	$0	$0	$692,692
2023	$1,810,005	($1,471,756)	$358,773	($500,342)	$0	($472,914)	($308,191)	($584,425)
2022	$756,421	($220,125)	$475,685	$577,046	$0	($166,741)	$0	$1,422,285

PEO Total Compensation Amount

$ 2,263,569

$ 5,011,234

$ 2,302,548

Adjustment To PEO Compensation, Footnote

The following tables reflect the adjustments made to SCT total compensation to compute “Compensation Actually Paid” for our PEO and average for our other NEOs.


PEO	SCT Total Comp	Grant Date Fair Value of Equity Awards Granted in Fiscal Year	Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year	Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year	Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year	Equals Compensation Actually Paid
2024	$2,263,569	($1,647,000)	$408,000	($848,092)	$0	($394,271)	($217,793)
2023	$5,011,234	($4,157,387)	$1,672,202	($2,684,272)	$0	($2,226,967)	($2,385,190)
2022	$2,302,548	($1,448,448)	$3,130,069	$2,025,694	$0	($556,364)	$5,453,499

Non-PEO NEO Average Compensation Actually Paid Amount

$ 692,692

(584,425)

1,422,285

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative Total Shareholder Return

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total shareholder return for the fiscal years ended December 31, 2024, 2023 and 2022. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2021.