Failure to Satisfy Listing Rule, Corporate Action, Management Change/Compensation (Form 8-K)

On July 21, 2025, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") of its intention to voluntarily delist its shares of Common Stock, par value $0.0001 per share (the "Common Stock") from Nasdaq and deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to the Plan of Dissolution.

The Company intends to file with the Securities and Exchange Commission (the "SEC") a Form 25 on or about July 31, 2025 to effect the voluntary delisting of the Common Stock from Nasdaq under Section 12(b) of the Exchange Act. In connection with the foregoing, the Company requested that the trading of the Common Stock on Nasdaq be suspended effective before the market opens on July 31, 2025. Upon the effectiveness of the Form 25, the Company also intends to file a Form 15 with the SEC to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act and deregister the Common Stock under Section 12(b) of the Exchange Act.

As contemplated by the Plan of Dissolution previously approved by the Company's board of directors (the "Board") and the Company's stockholders at the Annual Meeting, the Company intends to file a certificate of dissolution (the "Certificate of Dissolution") with the Secretary of State of the State of Delaware on July 31, 2025, which will become effective upon filing. For additional information regarding the Plan of Dissolution and the Dissolution, please see the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025.

In connection with the effectiveness of the Certificate of Dissolution, the Board fixed July 31, 2025 as the record date for determining stockholders entitled to receive any future distributions of available assets (the "Common Stock Liquidation Distributions"). Accordingly, the Company will instruct its transfer agent to close its stock transfer books and discontinue recording transfers of the Company's common stock, $0.0001 par value per share (the "Common Stock"), effective as of the close of business on July 31, 2025 and to notify DTC of the same. As a result, the Common Stock will no longer be assignable or transferable on the Company's books, other than transfers by will, intestate succession or operation of law.

On July 16, 2025, the Board authorized and approved a Common Stock Liquidation Distribution of $5.35 per share of Common Stock. The Company currently estimates that it will make its first distribution in August 2025.

Officer Departures

In connection with the planned wind down of the Company's operations and the Dissolution, Edward Conner will cease serving as the Company's Chief Medical Officer, Julie Person will cease serving as the Company's Chief Administrative Officer, Jennifer Dittman will cease serving as the Chief Operating Officer and Dennis Dean will cease serving as the Company's Chief Non-ClinicalDevelopment Officer, in each case, effective as of the Effective Time. Natalie Holles is expected to cease serving as the Company's Chief Executive Officer at a later date.

Officer Compensation

On July 16, 2025, the Board approved a compensation package for Christopher Murphy, the Company's Chief Financial and Business Officer, to continue to service as an officer of the Company through a period ending on the three-year anniversary of the date of the Dissolution (the "Term"). Mr. Murphy will be compensated with a base salary of $50,000 per year of the Term and a cash bonus of $100,000 at the end of the Term, subject to Mr. Murphy's continued service through the end of the Term.