Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Executive Employment Agreements

On July 8, 2026, the Company entered into amendments (the "Employment Agreement Amendments") to (i) the Employment Agreement, dated as of May 27, 2026, between the Company and Lance Alstodt, then the Company's President, Chief Executive Officer and Chairman of the Board, (ii) the Employment Agreement, dated as of May 27, 2026, between the Company and Robert Kristal, then the Company's Chief Financial Officer, and (iii) the Employment Agreement, dated as of June 10, 2026, between the Company and Francisco Silva, the Company's Vice President, Research and Development (collectively, the "Employment Agreements"). The Employment Agreements were previously filed as Exhibits 99.1 and 99.2 to the Company's Current Report on Form 8-K filed on May 29, 2026 and Exhibit 99.1 to the Company's Current Report on Form 8-K filed on June 12, 2026, respectively. As executed on May 27, 2026 and June 10, 2026, Section 9 of each Employment Agreement provided that, upon a "Change in Control" of the type described in clause (i) (acquisition of more than 50% of voting power) or clause (ii) (change in the majority of the incumbent Board) of the definition thereof, the executive would be entitled to receive the cash severance amount provided for in the Employment Agreement, and to accelerated vesting of all outstanding equity awards, whether or not the executive's employment terminated. The Employment Agreement Amendments revised Section 9 of each Employment Agreement so that such payment and vesting provisions apply only upon a Change in Control of the type described in clause (iii) of the definition (in substance, a reorganization, merger or consolidation in which the Company's stockholders cease to hold a majority of the voting power, or a sale of all or substantially all of the Company's assets). The Employment Agreement Amendments did not amend the definition of "Change in Control" or the definition of "Good Reason" in the Employment Agreements. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full texts of the Employment Agreement Amendments filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, which are incorporated by reference herein. The descriptions of the Employment Agreements and the Employment Agreement Amendments in this Current Report are provided for disclosure purposes only and, as described below under "Departure of Directors and Officers," are without prejudice to, and shall not constitute an admission, ratification or waiver with respect to, the Company's rights, claims, defenses and positions regarding the Employment Agreements and any purported obligations thereunder.

Departure of Directors and Officers

On July 11, 2026, David Rosa resigned as a director of the Company and from each committee of the Board of Directors of the Company (the "Board") on which he served, including the Compensation Committee, effective immediately. Mr. Rosa's resignation notice did not state any reason for his resignation, and his resignation was not, to the Company's knowledge, the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On July 13, 2026, the Company received notices of resignation from (i) Lance Alstodt, as President, Chief Executive Officer and Chairman of the Board and, by the terms of his notice, from each other position he held as an officer or director of the Company, and (ii) Robert Kristal, as Chief Financial Officer of the Company and, by the terms of his notice, from each other position (if any) he held as an officer or director of the Company, in each case effective immediately. Each notice asserted that the resignation was for "Good Reason," as defined in the executive's Employment Agreement, on the basis of a "Change in Control" asserted to have occurred under clause (ii) of the definition thereof as a result of the changes in the composition of the Board effected in June 2026 in connection with the Loan Agreement, and each executive has requested the general release contemplated by his Employment Agreement in connection with severance benefits thereunder. If the resignations were ultimately determined to constitute resignations for "Good Reason" within the meaning of the Employment Agreements, Messrs. Alstodt and Kristal would assert entitlement to aggregate cash severance payments of approximately $2.85 million in the aggregate, acceleration of outstanding equity awards, and continuation of certain benefits.