From time to time, we grant equity awards, including stock options, to our employees, including our NEOs. Our typical practice is to grant employee stock options on the first business day of the month following the month in which the options are approved (or on the same day of approval if such approval is on the first business day of a month). We typically grant annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. In addition, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Non-Employee Director Compensation.” We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Percentage change in the

closing market price of the

securities underlying the

award between the trading

day ending immediately prior

to the disclosure of material

nonpublic information and the

Number of

trading day beginning

securities

Grant date fair

immediately following the

underlying the

Exercise price of the

value of the

disclosure of material

Name

Grant date

award

award ($/Sh)

award

nonpublic information

(a)

(b)

(c)

(d)

(e)

(f)⁽¹⁾

Neal Walker

February 1, 2024

497,000

$

1.20

$

421,586

(5.8)

%

Kevin Balthaser

February 1, 2024

206,500

$

1.20

$

179,003

(5.8)

%

(1)

The option grants reported in this table were made two business days before the Company filed (i) a Form 8-K under Item 5.02 reporting the departure of our Chief Medical Officer, the entry into an amended and restated employment agreement with our Chief Scientific Officer, and the entry into a separation agreement with our former Chief Executive Officer and President following his previously reported departure and (ii) a Form 8-K amendment under Item 5.02 reporting the entry into a compensatory letter agreement with Dr. Walker following his previously reported appointment as our Interim Chief Executive Officer.

Award Timing Predetermined

true

Award Timing, How MNPI Considered

We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

Awards Close in Time to MNPI Disclosures, Table

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Percentage change in the

closing market price of the

securities underlying the

award between the trading

day ending immediately prior

to the disclosure of material

nonpublic information and the

Number of

trading day beginning

securities

Grant date fair

immediately following the

underlying the

Exercise price of the

value of the

disclosure of material

Name

Grant date

award

award ($/Sh)

award

nonpublic information

(a)

(b)

(c)

(d)

(e)

(f)⁽¹⁾

Neal Walker

February 1, 2024

497,000

$

1.20

$

421,586

(5.8)

%

Kevin Balthaser

February 1, 2024

206,500

$

1.20

$

179,003

(5.8)

%

(1)

The option grants reported in this table were made two business days before the Company filed (i) a Form 8-K under Item 5.02 reporting the departure of our Chief Medical Officer, the entry into an amended and restated employment agreement with our Chief Scientific Officer, and the entry into a separation agreement with our former Chief Executive Officer and President following his previously reported departure and (ii) a Form 8-K amendment under Item 5.02 reporting the entry into a compensatory letter agreement with Dr. Walker following his previously reported appointment as our Interim Chief Executive Officer.

Awards Close in Time to MNPI Disclosures

Underlying Securities | security

497,000

Fair Value as of Grant Date | $

$ 421,586

Name

Kevin Balthaser

Exercise Price | $ / shares

$ 1.2

Underlying Security Market Price Change

(5.8)