goss-20260518

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

x Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

Gossamer Bio, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 with preliminary

PRELIMINARY PROXY MATERIALS DATED MAY 18, 2026 - SUBJECT TO COMPLETION

3115 Merryfield Row, Suite 120

San Diego, CA 92121

[ ], 2026

Dear Stockholder:

On behalf of the board of directors (the “Board”) of Gossamer Bio, Inc., a Delaware corporation (“we,” “us,” “our,” “Gossamer” or the “Company”), you are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”), to be held virtually, via live webcast, on [ ], 2026 at [ ] Pacific Time, unless postponed or adjourned to a later date.

Background of the Special Meeting

The Special Meeting is being held to consider various proposals arising out of the Company’s offer to exchange (the “Exchange Offer”), its outstanding $200.0 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”), for a combination of (i) up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030, which will be unconditionally guaranteed on a senior first-priority secured basis by each of the Company’s current and future wholly-owned domestic subsidiaries, subject to certain customary exceptions (the “New Convertible Notes”), (ii) up to 317,647,058 shares (the “New Shares”), of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder (as defined in the accompanying proxy statement) to beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants,” and, together with the New Shares, the “Equity Securities”), and (iii) with respect to Eligible Holders who validly tender (and do not validly withdraw) their Existing Convertible Notes and validly deliver their related Consents (as defined in the accompanying proxy statement) at or prior to 5:00 p.m., New York City time, on June 1, 2026 (such time and date, as the same may be extended, the “Early Tender Date”), up to 150,000,000 warrants to purchase shares of Common Stock (the “Purchase Warrants”). The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Convertible Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet.

In connection with the Exchange Offer, on May 18, 2026, the Company entered into a transaction support agreement with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Convertible Notes (the “Supporting Noteholders”), who hold approximately 75.2% of the aggregate principal amount of the Existing Convertible Notes (the “Transaction Support Agreement”), pursuant to which the Supporting Noteholders have individually agreed, among other things, to support the Exchange Offer and Consent Solicitation (as defined in the accompanying proxy statement), including by tendering all of their Existing Convertible Notes in the Exchange Offer prior to the Early Tender Date.

The Exchange Offer commenced on May 18, 2026 and is expected to expire on June 16, 2026, unless extended or earlier terminated subject to the terms of the Transaction Support Agreement, with final settlement occurring promptly thereafter (the date on which the final settlement occurs, the “Closing Date”). If all the conditions to the Exchange Offer are otherwise satisfied or waived, the Company will, subject to the terms of the Exchange Offer and the Transaction Support Agreement, early settle the Exchange Offer with the holders of Existing Convertible Notes that have validly tendered (and not validly withdrawn) their Existing Convertible Notes prior to June 1, 2026, which would result in the exchange of such Existing Convertible Notes occurring as early as June 3, 2026. The Company’s obligation to accept the Existing Convertible Notes for

exchange is subject to the satisfaction of certain conditions, including that holders of the Existing Convertible Notes (the “Existing Noteholders”), validly tender and exchange a minimum of 98% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer and agree to vote their New Shares as described below, unless such conditions have been waived in accordance with the terms of the Exchange Offer and the Transaction Support Agreement. Existing Noteholders will agree to vote their New Shares by validly tendering and exchanging their Existing Notes in accordance with the Exchange Offer; Supporting Noteholders additionally entered into voting agreements where they agreed to vote their New Shares as further described below. The Exchange Offer itself is not subject to stockholder approval.

The Exchange Offer is expected to result in substantial dilution to existing holders of Common Stock. Based on the number of shares of Common Stock outstanding as of March 31, 2026 and assuming (i) the Existing Noteholders validly tender prior to the Early Tender Date and exchange 100% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer and (ii) no Prefunded Warrants are issued, immediately following the Closing Date, the Existing Noteholders will own in the aggregate 317,647,058 shares, or approximately 57.5%, of the issued and outstanding Common Stock and will receive in the aggregate $72.0 million in principal amount of New Convertible Notes. Existing holders of Common Stock will be subject to further dilution in the event the New Convertible Notes convert into shares of Common Stock. Based on the number of shares of Common Stock outstanding as of March 31, 2026 and assuming (i) the Existing Noteholders validly tender prior to the Early Tender Date and exchange 100% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer, (ii) no Prefunded Warrants are issued and (iii) the Existing Noteholders convert 100% of the New Convertible Notes into shares of Common Stock at the floor conversion price in the New Convertible Notes, immediately following the Closing Date and upon such conversion, the Existing Noteholders would own, in the aggregate 868,235,293 shares, or approximately 78.7%, of the issued and outstanding Common Stock, inclusive of the maximum number of make-whole shares issuable. The foregoing dilution is prior to giving effect to shares of Common Stock (i) available for issuance, or that may become available for issuance, under the Company’s equity plans; (ii) issuable under outstanding awards granted under the Company’s equity plans; and (iii) reserved for issuance under outstanding warrants, including the Purchase Warrants. Additional information concerning the Exchange Offer, the New Convertible Notes and dilution to existing holders of Common Stock is available under the sections of the accompanying proxy statement entitled “Background of the Special Meeting—Exchange Offer,” “Background of the Special Meeting—Dilution” and “Proposal No. 1: Nasdaq 5635(d) Issuance of Additional Shares.”

On May 15, 2026, the Board approved an amendment and restatement of the Gossamer Bio, Inc. 2019 Incentive Award Plan ( the “Restated Plan”), to increase the number of shares of Common Stock authorized for issuance thereunder. The Restated Plan was effective on May 18, 2026, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting.

Purpose of the Special Meeting

Our Board has called the Special Meeting to consider the following proposals, each of which is more fully described in the accompanying proxy statement:

PROPOSAL

PURPOSE

CONDITIONS

PROPOSAL NO. 1

To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon (i) conversion of up to $72.0 million in aggregate principal amount of the New Convertible Notes and make-whole payments in the form of Common Stock and (ii) exercise of up to 150,000,000 Purchase Warrants, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, as described in Proposal No. 1 in the accompanying proxy statement.

Because the conversion of the New Convertible Notes into shares of Common Stock, or make-whole payments in the form of Common Stock, and the exercise of the Purchase Warrants, would, in the aggregate, result in the potential issuance of greater than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, we are required to obtain stockholder approval for such potential issuances pursuant to Nasdaq Listing Rule 5635(d).

Approval of Proposal No. 1 is conditioned upon approval of Proposal No. 3.

PROPOSAL NO. 2

To approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, as described in Proposal No. 2 in the accompanying proxy statement.

Approval of Proposal No. 2 is conditioned upon approval of Proposal No. 3.

PROPOSAL NO. 3

To approve an amendment to the Company’s amended restated certificate of incorporation (the “Charter”) to increase the number of authorized shares of Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan, as described in Proposal No. 3 in the accompanying proxy statement.

We currently do not have enough authorized shares of Common Stock to support the issuance of Common Stock that will be issuable or may become issuable upon conversion of the New Convertible Notes or Purchase Warrants or under the Restated Plan. Further, increasing the number of authorized shares of Common Stock will provide us with greater flexibility in considering and planning for current and future corporate needs, including raising additional capital and other general corporate purposes.

Approval of Proposal No. 3 is independent and not conditioned upon the approval of any other proposal.

PROPOSAL NO. 4

To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), as described in Proposal No. 4 in the accompanying proxy statement.

We believe it is beneficial to provide the Board with the authority and flexibility to effect a reverse stock split, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders.

Approval of Proposal No. 4 is independent and not conditioned upon the approval of any other proposal.

PROPOSAL

PURPOSE

CONDITIONS

PROPOSAL NO. 5

To approve one or more adjournments of the Special Meeting, if necessary, as described in Proposal No. 5 in the accompanying proxy statement.

If there are insufficient votes to approve the foregoing proposals at the Special Meeting or any adjournment(s) thereof, we need the ability to adjourn the Special Meeting to solicit additional proxies.

Approval of Proposal No. 5 is independent and not conditioned upon the approval of any other proposal.

Board Recommendation and Voting Agreements

Our Board has determined that each of the proposals is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” each proposal.

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the accompanying proxy statement. In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the accompanying proxy statement. Additional information concerning the voting agreements is available under the section of the accompanying proxy statement entitled “Background of the Special Meeting—Voting Agreements.”

Conclusion

The accompanying proxy statement provides you with information about the proposals. Please read the entire proxy statement carefully. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission.

It is important that your shares be represented and voted at the Special Meeting. Please submit your proxy as soon as possible even if you plan to attend the Special Meeting. We appreciate your support regarding this matter. Only those holders of record of shares of Common Stock at 4:00 p.m. Eastern Time on [ ], 2026, the record date for the Special Meeting, will be entitled to vote at the Special Meeting or any adjournment or postponement thereof.

Thank you for your ongoing support of, and continued interest in, Gossamer.


			Sincerely,

			Faheem Hasnain Chairman, President and Chief Executive Officer

3115 Merryfield Row, Suite 120

San Diego, CA 92121

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at [ ] Pacific Time on [ ], 2026

Dear Stockholder:

On behalf of the board of directors (the “Board”), of Gossamer Bio, Inc., a Delaware corporation (“we,” “us,” “our,” “Gossamer” or the “Company”), you are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”), to be held virtually, via live webcast, on [ ], 2026 at [ ] Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:

1.To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon (i) conversion of up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”) and make-whole payments in the form of Common Stock, and (ii) exercise of up to 150,000,000 warrants to purchase shares of Common Stock (the “Purchase Warrants”), which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer (as defined in the accompanying proxy statement), as described in Proposal No. 1 in the accompanying proxy statement;

2.To approve an amendment and restatement of the Gossamer Bio, Inc. 2019 Incentive Award Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, as described in Proposal No. 2 in the accompanying proxy statement;

3.To approve an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”) to increase the number of authorized shares of Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Convertible Notes and Purchase Warrants (as defined in the accompanying proxy statement) and under the Restated Plan, as described in Proposal No. 3 in the accompanying proxy statement;

4.To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), as described in Proposal No. 4 in the accompanying proxy statement; and

5.To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals at the Special Meeting or any adjournment(s) thereof, as described in Proposal No. 5 in the accompanying proxy statement.

The Board has fixed 4:00 p.m. Eastern Time on [ ], 2026 as the record date (the “Record Date”), for the Special Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Special Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

This Notice of Special Meeting of Stockholders, the proxy statement, and the proxy card are being sent to stockholders beginning on or about [ ], 2026. The proxy card or voting instructions received from your broker, bank or other nominee provide instructions on how to vote. The proxy statement can be accessed directly at the following Internet address: www.proxydocs.com/GOSS. You will be asked to enter the Control Number shown on your proxy card or voting instructions received from your broker, bank or other nominee.

We appreciate your continued support of Gossamer.

By Order of the Board of Directors,

Faheem Hasnain

Chairman, President and Chief Executive Officer

San Diego, California

[ ], 2026

Your vote is important. Please vote your shares whether or not you plan to attend the meeting.

TABLE OF CONTENTS


			Page

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING			1

BACKGROUND OF THE SPECIAL MEETING			7

PROPOSAL NO. 1 : NASDAQ 5635(D) ISSUANCE OF ADDITIONAL SHARES			10

PROPOSAL NO. 2: AMENDMENT AND RESTATEMENT OF THE 2019 INCENTIVE AWARD PLAN			13

PROPOSAL NO. 3: AUTHORIZED SHARE INCREASE			23

PROPOSAL NO. 4: REVERSE STOCK SPLIT			26

PROPOSAL NO. 5: ADJOURNMENT OF SPECIAL MEETING			36

EXECUTIVE AND DIRECTOR COMPENSATION AND OTHER INFORMATION			37

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58

STOCKHOLDER PROPOSALS			59

STOCKHOLDERS SHARING THE SAME ADDRESS			60

OTHER MATTERS			60

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			60

ANNEXES

Annex A - Restated Plan			A-1

Annex B - Share Increase Amendment			B-1

Annex C - Form of Reverse Stock Split Amendment (if Share Increase Amendment is approved and become s effective)			C-1

Annex D - Form of Reverse Stock Split Amendment (if Share Increase Amendment is not approved)			D-1

3115 Merryfield Row, Suite 120

San Diego, CA 92121

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held at [ ] Pacific Time on [ ], 2026

This proxy statement and form of proxy are furnished in connection with the solicitation of proxies by the Board (the “Board”), for use at the special meeting of stockholders (the “Special Meeting”), of Gossamer Bio, Inc., a Delaware corporation (“we,” “us,” “our,” “Gossamer” or the “Company”), and any postponements, adjournments or continuations thereof. The Special Meeting will be held virtually, via live webcast on [ ], 2026 at [ ] Pacific Time. To participate in the Special Meeting, you must register at www.proxydocs.com/GOSS by 8:00 p.m. Eastern Time on [ ], 2026 (the “Registration Deadline”) with your Control Number included on your proxy card if you are a stockholder of record of shares of Common Stock, or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Special Meeting, will be emailed to you. You will not be able to attend the Special Meeting physically in person.

The Board has fixed 4:00 p.m. Eastern Time on [ ], 2026 as the record date (the “Record Date”), for the Special Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Special Meeting. This proxy statement, the notice and the proxy card will be mailed on or about [ ], 2026 to all stockholders entitled to vote at the Special Meeting.

Please read the entire proxy statement carefully. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission (the “SEC”).

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND SPECIAL MEETING

The information provided in the “question and answer” format below is for your convenience only. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Why are you holding the Special Meeting?

We are holding the Special Meeting for our stockholders to consider various proposals arising out of the Company’s offer to exchange (the “Exchange Offer”), its outstanding $200.0 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”), for a combination of (i) up to $72.0 million in aggregate principal amount of newly issued 7.50% Convertible Senior Secured First Lien Notes due 2030, which will be unconditionally guaranteed on a senior first-priority secured basis by each of the Company’s current and future wholly-owned domestic subsidiaries, subject to certain customary exceptions (the “New Convertible Notes”), (ii) up to 317,647,058 shares (the “New Shares”), of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder (as defined below) to beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants” and, together with the New Shares, the “Equity Securities”), and (iii) with respect to Eligible Holders who validly tender (and do not validly withdraw) their Existing Convertible Notes and validly deliver their related Consents (as defined below) at or prior to 5:00 p.m., New York City time, on June 1, 2026 (such time and date, as the same may be extended, the “Early Tender Date”) up to 150,000,000 warrants to purchase shares of Common Stock (the “Purchase Warrants” and, together with the New Convertible Notes and the Equity Securities, the “Offered Securities”). The Exchange Offer is intended to address the future

debt repayment obligations related to the Existing Convertible Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet. The Exchange Offer itself is not subject to stockholder approval. See the sections of this proxy statement entitled “Background of the Special Meeting—Exchange Offer,” “Proposal No. 1: Nasdaq 5635(d) Issuance of Additional Shares” and “Proposal No. 3: Authorized Share Increase” for additional information concerning the Exchange Offer and the New Convertible Notes.

In connection with the Exchange Offer, we are holding the Special Meeting for our stockholders to consider a proposal to approve an amendment and restatement of the Gossamer Bio, Inc. 2019 Incentive Award Plan (the “Restated Plan”), which was approved by the Board on May 15, 2026, to increase the number of shares of Common Stock authorized for issuance thereunder. The Restated Plan was effective on May 18, 2026, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting. See the sections of this proxy statement entitled “Background of the Special Meeting—Restated Plan” and “Proposal No. 2: Amendment and Restatement of the 2019 Incentive Award Plan” for additional information concerning the Restated Plan.

How can stockholders attend the Special Meeting?

We will be hosting the Special Meeting via live webcast only. To participate in the virtual Special Meeting, you must register at www.proxydocs.com/GOSS by 8:00 p.m. Eastern Time on [ ], 2026 (the “Registration Deadline”) with your Control Number included on your proxy card if you are a stockholder of record of shares of Common Stock, or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Special Meeting, will be emailed to you.

The Special Meeting live webcast will begin promptly at [ ] Pacific Time on [ ], 2026. Stockholders may vote and submit questions in advance of the Special Meeting by following the instructions and rules of conduct on the Special Meeting website. We intend to answer questions that are pertinent to the official business of the Special Meeting during the Special Meeting, subject to time constraints. We encourage you to access the meeting prior to the start time. Online check-in will begin at [ ] Pacific Time, and you should allow ample time for the check-in procedures.

What matters am I voting on, what is the purpose of each proposal, are there any conditions, and how does the Board recommend that I vote?


PROPOSAL	PURPOSE	CONDITIONS
PROPOSAL NO. 1
To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon (i) conversion of up to $72.0 million in aggregate principal amount of the New Convertible Notes and make-whole payments in the form of Common Stock, and (ii) exercise of up to 150,000,000 Purchase Warrants, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, as described in Proposal No. 1 in the accompanying proxy statement.	Because the conversion of the New Convertible Notes into shares of Common Stock, or make-whole payments in the form of Common Stock, and the exercise of the Purchase Warrants, would, in the aggregate, result in the potential issuance of greater than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, we are required to obtain stockholder approval for such potential issuances pursuant to Nasdaq Listing Rule 5635(d).	Approval of Proposal No. 1 is conditioned upon approval of Proposal No. 3.


PROPOSAL NO. 2
To approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, as described in Proposal No. 2 in the accompanying proxy statement.	As a result of the substantial dilution that will occur as a result of the Exchange Offer and potential future dilution resulting from conversion of the New Convertible Notes, if we do not increase the shares available for future issuance under the Gossamer Bio, Inc. 2019 Incentive Award Plan (as in effect prior to the adoption of the Restated Plan), we will have a limited number of shares available for future grants thereunder. The Restated Plan was effective on May 18, 2026, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting.	Approval of Proposal No. 2 is conditioned upon approval of Proposal No. 3.
PROPOSAL NO. 3
To approve an amendment to the Company’s amended restated certificate of incorporation, or the Charter, to increase the number of authorized shares of Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan, as described in Proposal No. 3 in the accompanying proxy statement.	We currently do not have enough authorized shares of Common Stock to support the issuance of Common Stock that will be issuable or may become issuable upon conversion of the New Convertible Notes or Purchase Warrants or under the Restated Plan. Further, increasing the number of authorized shares of Common Stock will provide us with greater flexibility in considering and planning for current and future corporate needs, including raising additional capital and other general corporate purposes.	Approval of Proposal No. 3 is independent and not conditioned upon the approval of any other proposal.
PROPOSAL NO. 4
To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), as described in Proposal No. 4 in the accompanying proxy statement.	We believe it is beneficial to provide the Board with the authority and flexibility to effect a reverse stock split, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders.	Approval of Proposal No. 4 is independent and not conditioned upon the approval of any other proposal.
PROPOSAL NO. 5
To approve one or more adjournments of the Special Meeting, if necessary, as described in Proposal No. 5 in the accompanying proxy statement.	If there are insufficient votes to approve the foregoing proposals at the Special Meeting or any adjournment(s) thereof, we need the ability to adjourn the Special Meeting to solicit additional proxies.	Approval of Proposal No. 5 is independent and not conditioned upon the approval of any other proposal.

The Board has determined that each of the proposals is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” each proposal.

Other than the five items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Special Meeting. If any additional matters are properly presented at the Special Meeting, the persons named in the proxy card will have discretion to vote the shares of our Common Stock they represent in accordance with their own judgment on such matters.

Who is entitled to vote?

Holders of our Common Stock on the Record Date may vote at the Special Meeting. As of the Record Date, there were [ ] shares of our Common Stock outstanding. In deciding all matters at the Special Meeting, each share of our Common Stock held by a stockholder on the Record Date will be entitled to one vote for each of the proposals.

Are there any voting agreements in place?

Yes, holders of approximately 75.2% of our Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. In addition, each other holder of our Existing Convertible Notes who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. Additional information concerning the voting agreements is available under the section of this proxy statement entitled “Background of the Special Meeting—Voting Agreements.”

Stockholders of Record: Shares Registered in Your Name

If shares of our Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and these proxy materials were provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Special Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders

If shares of our Common Stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and these proxy materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our Common Stock electronically at the Special Meeting unless you follow the procedures required by your broker, bank or other nominee. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

What is a quorum?

A quorum is the minimum number of shares required to be present at the Special Meeting to properly hold a stockholder meeting and conduct business under our amended and restated bylaws (the “Bylaws”), and Delaware law. The presence at the Special Meeting, by virtual attendance or by proxy, of holders representing a majority of our outstanding Common Stock as of [ ], 2026 constitutes a quorum at the meeting, permitting us to conduct our business. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of the Board. Faheem Hasnain (our President, Chief Executive Officer and Chairman) and Christian Waage (our Executive Vice President, General Counsel) have been designated as proxy holders by the Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the Board as described in this proxy statement. If any matters not described in this proxy statement are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Special Meeting is postponed, adjourned or continued, the proxy holders can vote the shares on the new Special Meeting date as well, unless you have properly revoked your proxy instructions, as described below.

How many votes are needed for approval of each proposal?


PROPOSAL			VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
PROPOSAL NO. 1
Approval of the Nasdaq 5635(d) Proposal			Affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
PROPOSAL NO. 2
Approval of the Restated Plan Proposal			Affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
PROPOSAL NO. 3
Approval of the Authorized Share Increase Proposal			Affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal. Because Proposal No. 3 is considered a routine matter on which a broker or other nominee has discretionary authority to vote, no broker non-votes will likely result from this proposal.
PROPOSAL NO. 4
Approval of the Reverse Stock Split Proposal			Affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal. Because Proposal No. 4 is considered a routine matter on which a broker or other nominee has discretionary authority to vote, no broker non-votes will likely result from this proposal.
PROPOSAL NO. 5
Approval of the Adjournment Proposal			Affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Voting results will be tabulated and certified by the inspector of election appointed for the Special Meeting.

How do I vote?

With respect to each of the proposals, you may vote “For,” “Against” or abstain from voting.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the virtual Special Meeting, we urge you to vote by proxy prior to the Special meeting to ensure that your vote is counted.

•Via the Internet: You may vote at www.proxypush.com/GOSS 24 hours a day, seven days a week. Votes submitted via the Internet must be received by [ ], Pacific Time, on [ ], 2026. Have your proxy card available when you call and use the Control Number shown on your proxy card.

•By Telephone: You may vote using a touch-tone telephone by calling (866)-230-8457, 24 hours a day, seven days a week. Have your proxy card available when you call and use the Control Number shown on your proxy card. Votes submitted by telephone must be received by [ ], Pacific Time, on [ ], 2026.

•By Mail: You may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed.

•At the Virtual Special Meeting: You may vote during the virtual Special Meeting through www.proxydocs.com/GOSS. To be admitted to the Special Meeting and vote your shares, you must register to attend the Special Meeting at www.proxydocs.com/GOSS by the Registration Deadline at [ ] Pacific Time on [ ], 2026, and provide the Control Number shown on your proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Special Meeting, will be emailed to you.

Street Name Holders (Beneficial Owners): Shares Registered in the Name of a Broker, Bank, or Other Nominee

If you are a street name holder, you should have received voting instructions from your broker, bank or other nominee rather than directly from us. Please check with your bank, broker, or other nominee and follow the voting instructions they provide to vote your shares. Generally, you have three options for returning your proxy.

•By Method Listed on Voting Instruction Card: Please refer to your voting instruction card or other information provided by your bank, broker or other nominee to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by your broker, bank or other nominee. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank, broker or other nominee does not offer Internet or telephone voting information, please follow the other voting instructions they provide to vote your shares.

•By Mail: You may vote by signing, dating and returning your voting instruction card in the pre-addressed envelope provided by your broker, bank or other nominee.

•At the Virtual Special Meeting: To vote online during the virtual Special Meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee included with these proxy materials, or contact your broker or bank to request the proxy form authorizing you to vote the shares. You must also register to attend the Special Meeting at www.proxydocs.com/GOSS by the Registration Deadline and provide the Control Number shown on your proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Special Meeting, will be emailed to you.

VOTING VIA THE INTERNET OR BY TELEPHONE IS FAST AND CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED. VOTING EARLY WILL HELP AVOID ADDITIONAL SOLICITATION COSTS AND WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE SPECIAL MEETING IF YOU WISH TO DO SO.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Special Meeting by:

•Entering a new vote by Internet or by telephone;

•Completing and returning a later-dated proxy card;

•Notifying our corporate secretary, Christian Waage, at 3115 Merryfield Row, Suite 120, San Diego, California 92121 in writing before the Special Meeting that you have revoked your proxy, after which you are entitled to submit a new proxy or vote during the virtual Special Meeting; or

•Attending and voting electronically at the virtual Special Meeting (although attendance at the Special Meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

How are proxies solicited for the Special Meeting?

We will bear the total expense of the solicitation, which will include amounts paid for printing and postage and to reimburse banks, brokerage firms and others for their expenses in forwarding proxy solicitation materials. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?

Brokers, banks and other nominees holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee may have discretion to vote your shares on Proposal No. 3 (Authorized Share Increase Proposal) and Proposal No. 4 (Reverse Stock Split Proposal), which are the only “routine” matters being considered at the Special Meeting. Absent direction from you, your broker, bank or other nominee will not have discretion to vote on Proposal No. 1 (Nasdaq 5635(d)

Proposal), Proposal No. 2 (Restated Plan Proposal) and Proposal No. 5 (Adjournment Proposal), which are considered “non-routine” matters. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on any non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes will be counted in determining whether a quorum exists at the Special Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Special Meeting is explained above under “—How many votes are needed for approval of each proposal?”

Who will count the votes obtained at the Special Meeting?

Voting results will be tabulated and certified by the inspector of election appointed for the Special Meeting.

Where can I find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

BACKGROUND OF THE SPECIAL MEETING

Exchange Offer

The Special Meeting is being held to consider various proposals arising out of the Exchange Offer of the Existing Convertible Notes for a combination of (i) up to $72.0 million in aggregate principal amount of New Convertible Notes, (ii) up to 317,647,058 New Shares or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder to beneficially own greater than 9.99% of the outstanding Common Stock, Prefunded Warrants, and (iii) with respect to Eligible Holders who validly tender (and do not validly withdraw) their Existing Convertible Notes and validly deliver their related Consents at or prior to the Early Tender Date, up to 150,000,000 Purchase Warrants. The Exchange Offer is intended to address the future debt repayment obligations related to the Existing Convertible Notes in a timely and organized manner prior to their maturity, provide the Company with an enhanced capital structure and strengthen the Company’s balance sheet. The Exchange Offer itself is not subject to stockholder approval.

The Offered Securities are being offered, in accordance with Section 4(a)(2) and Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), only to holders of Existing Convertible Notes (the “Eligible Holders”) that represent in the eligibility certification that is available from the Information Agent (as defined below) that they are “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

We have engaged D.F. King & Co., Inc. to act as the exchange agent (in such capacity, the “Exchange Agent”), and the information agent (in such capacity, the “Information Agent”) for the Exchange Offer.

The Existing Convertible Notes were issued pursuant to an indenture, dated as of May 21, 2020, and a first supplemental indenture, dated as of May 21, 2020 (together, the “Existing Convertible Notes Indenture”), each between the Company, as issuer, and Wilmington Trust, National Association, as the trustee. In conjunction with the Exchange Offer, the Company is also soliciting (the “Consent Solicitation”) consents (the “Consents”) from holders of the Existing Convertible Notes to certain proposed amendments to the Existing Convertible Notes Indenture, to eliminate substantially all of the restrictive covenants, certain of the default provisions and certain other provisions contained in the Existing Convertible Notes Indenture.

In connection with the Exchange Offer, on May 18, 2026, the Company entered into a transaction support agreement with certain beneficial owners or nominees, investment managers or advisors for beneficial holders of the Existing Convertible Notes (the “Supporting Noteholders”) who hold approximately 75.2% of the aggregate principal amount of the Existing Convertible Notes (the “Transaction Support Agreement”), pursuant to which the Supporting Noteholders have individually agreed, among other things, to support the Exchange Offer, including by tendering all of their Existing Convertible Notes in the Exchange Offer prior to the Early Tender Date.

The Exchange Offer commenced on May 18, 2026 and is expected to expire on June 16, 2026, unless extended or earlier terminated subject to the terms of the Transaction Support Agreement, with final settlement occurring promptly thereafter (the “Closing Date”). If all the conditions to the Exchange Offer are otherwise satisfied or waived, the Company will, subject to the terms of the Exchange Offer and the Transaction Support Agreement, early settle the Exchange Offer with the holders of Existing Convertible Notes that have validly tendered (and not validly withdrawn) their Existing Convertible Notes prior to June 1, 2026, which would result in the exchange of such Existing Convertible Notes occurring as early as June 3, 2026. The Company’s obligation to accept the Existing Convertible Notes for exchange is subject to the satisfaction of certain conditions,

including that holders of the Existing Convertible Notes (the “Existing Noteholders”) validly tender and exchange a minimum of 98% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer (the ”Minimum Participation Condition”) and agree to vote their New Shares as described below, unless such conditions have been waived in accordance with the terms of the Exchange Offer and the Transaction Support Agreement. Existing Noteholders will agree to vote their New Shares by validly tendering and exchanging their Existing Notes in accordance with the Exchange Offer; Supporting Noteholders additionally entered into voting agreements where they agreed to vote their New Shares as further described below. See the section of this proxy statement entitled “Proposal No. 1: Nasdaq 5635(d) Issuance of Additional Shares” for additional information concerning the Exchange Offer and the New Convertible Notes.

Restated Plan

Also, in connection with the Exchange Offer, we are holding the Special Meeting for our stockholders to consider a proposal to approve the Restated Plan, which was approved by the Board on May 15, 2026, to increase the number of shares of Common Stock authorized for issuance thereunder. The Restated Plan was effective on May 18, 2026, subject to the occurrence of the closing of the Exchange Offer and stockholder approval at the Special Meeting. See the section of this proxy statement entitled “Proposal No. 2: Amendment and Restatement of the 2019 Incentive Award Plan” for additional information concerning the Restated Plan.

Dilution

The Exchange Offer is expected to result in substantial dilution to existing holders of Common Stock. Based on the number of shares of Common Stock outstanding as of March 31, 2026 and assuming (i) the Existing Noteholders validly tender prior to the Early Tender Date and exchange 100% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer and (ii) no Prefunded Warrants are issued, immediately following the Closing Date, the Existing Noteholders will own in the aggregate 317,647,058 shares, or approximately 57.5%, of the issued and outstanding Common Stock and will receive in the aggregate $72.0 million in principal amount of New Convertible Notes. Existing holders of Common Stock will be subject to further dilution in the event the New Convertible Notes convert into shares of Common Stock. Based on the number of shares of Common Stock outstanding as of March 31, 2026 and assuming (i) the Existing Noteholders validly tender prior to the Early Tender Date and exchange 100% of the aggregate outstanding principal amount of the Existing Convertible Notes in the Exchange Offer, (ii) no Prefunded Warrants are issued and (iii) the Existing Noteholders convert 100% of the New Convertible Notes into shares of Common Stock at the floor conversion price in the New Convertible Notes, immediately following the Closing Date and upon such conversion, the Existing Noteholders will own in the aggregate 868,235,293 shares, or approximately 78.7%, of the issued and outstanding Common Stock, inclusive of the maximum number of make-whole shares issuable. The foregoing dilution is prior to giving effect to shares of Common Stock (i) available for issuance, or that may become available for issuance, under the Company’s equity plans; (ii) issuable under outstanding awards granted under the Company’s equity plans; and (iii) reserved for issuance under outstanding warrants, including the Purchase Warrants.

The following table sets forth the Company’s issued and outstanding shares of Common Stock and shares of Common Stock reserved for future issuance as of March 31, 2026 and on a pro forma basis assuming (i) 100% participation in the Exchange Offer and (ii) approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), Proposal No. 2 (Restated Plan Proposal) and Proposal No. 3 (Authorized Share Increase Proposal):


	As of March 31, 2026	March 31, 2026 (Pro Forma)
Common Stock authorized	700,000,000	4,000,000,000
Common Stock—issued and outstanding(1)	234,696,282	552,343,340
Common Stock reserved for future issuance:
Equity incentive compensation awards granted and outstanding(2)	66,967,972	66,967,972
Shares available for issuance under the 2019 Incentive Award Plan(3)	4,619,694	81,550,825
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan(4)	1,751,033	—
Shares available for issuance under the 2019 Employee Stock Purchase Plan(5)	7,250,975	7,250,975
Shares reserved for potential issuance under the Existing Convertible Notes	12,321,900	—
Shares reserved for potential issuance under the New Convertible Notes(6)	—	550,588,235
Shares reserved for potential issuance under existing warrants	30,675,537	30,675,537
Shares reserved for potential issuance under the Purchase Warrants	—	150,000,000
Total Common Stock reserved for future issuance	123,587,111	887,033,544
Common Stock—authorized and unissued	465,303,718	3,447,656,660

(1) On a pro-forma basis as of March 31, 2026, Common Stock issued and outstanding includes 317,647,058 shares issued to the holders of Existing Convertible Notes in the Exchange Offer and assumes that all Equity Securities are issued as shares of Common Stock.

(2) As of March 31, 2026, includes: 58,816,985 shares issuable under stock options outstanding; 4,034,571 shares issuable under unvested restricted stock units (“RSUs”) outstanding; and 4,116,416 shares issuable under unvested performance stock units (“PSUs”) outstanding, in each case under our 2017 Equity Incentive Plan, as amended (the “2017 Plan”), our 2019 Incentive Award Plan, as amended (as in effect prior to the adoption of the Restated Plan, the “Existing Plan” or “2019 Plan”), and our 2023 Employment Inducement Incentive Award Plan, as amended (the “Inducement Plan”). The 2017 Plan, the Existing Plan, the Restated Plan (once effective), and the Inducement Plan are referred to as the “Company Equity Plans.” On a pro-forma basis as of March 31, 2026 includes: 58,816,985 shares issuable under stock options outstanding; 4,034,571 shares issuable under unvested RSUs outstanding; and 4,116,416 shares issuable under unvested PSUs outstanding, in each case under the Company Equity Plans.

(3) As of March 31, 2026, reflects shares available for issuance under the Existing Plan. On a pro forma basis as of March 31, 2026 reflects shares available for issuance under the Restated Plan. Does not include future increases to the share reserve under the evergreen provisions of the Existing Plan or the Restated Plan, as applicable.

(4) As of March 31, 2026, reflects shares available for issuance under the Inducement Plan. The Board determined to cease granting awards under the Inducement Plan upon commencement of the Exchange Offer. As a result, there will be no shares available for future issuance under the Inducement Plan on a pro forma basis as of March 31, 2026.

(5) Does not include future increases to the share reserve under the Employee Stock Purchase Plan pursuant to the evergreen provisions thereof.

(6) Upon conversion of the New Convertible Notes and assuming approval of the Nasdaq 5635(d) Proposal and the Authorized Share Increase Proposal, we will deliver up to a maximum of approximately 550,588,235 shares of our Common Stock, inclusive of the maximum number of make-whole shares issuable.

The issuance of Equity Securities and the potential issuance of shares of Common Stock upon conversion of the New Convertible Notes, or make-whole payments in the form of Common Stock will increase the number of shares of Common Stock outstanding and existing holders of our Common Stock will incur significant dilution in their percentage interest. In addition, the sale into the public market of these shares also could materially and adversely affect the market price of our Common Stock. Such dilution could, among other things, limit the ability of existing holders of our Common Stock to influence management of the Company, including through the election of directors, and to influence significant corporate decisions requiring stockholder approval. In addition, there will be a dilutive effect on both earnings per share of our Common Stock and the book value per share of our Common Stock following the closing of the Exchange Offer. In addition, existing holders of our Common Stock will incur substantial dilution to their voting interests and will own a smaller percentage of our outstanding capital stock.

Reverse Stock Split

In addition, we are holding the Special Meeting for our stockholders to consider a reverse stock split proposal to provide the Board with the authority and flexibility to effect a reverse stock split at a later date, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. We believe it is beneficial to provide the Board with the authority and flexibility to effect a reverse stock split, if and when needed, in the event it determines that a reverse stock split is in the best interests of the Company and our stockholders. See the section of this proxy statement entitled “Proposal No. 4: Reverse Stock Split” for additional information.

Voting Agreements

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement. In addition, each other Existing Convertible Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in this proxy statement.

PROPOSAL NO. 1:

NASDAQ 5635(d) ISSUANCE OF ADDITIONAL SHARES

Description of Proposal

We are asking stockholders to approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon (i) conversion of up to $72.0 million in aggregate principal amount of the New Convertible Notes and make-whole payments in the form of Common Stock, and (ii) exercise of up to 150,000,000 Purchase Warrants, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer.

Conditions to Approval of Proposal

Approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) is conditioned upon approval of Proposal No. 3 (Authorized Share Increase Proposal). If Proposal No. 3 (Authorized Share Increase Proposal) is not approved, this Proposal No. 1 (Nasdaq 5635(d) Proposal) will also not be approved.

Background and Purpose of Proposal

Stockholder Approval Requirement Under Nasdaq Listing Rule 5635(d)

Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of Common Stock (or securities convertible into or exercisable for Common Stock), which equals 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the Common Stock for the five trading days immediately preceding the signing of the binding agreement for the transaction. Because the conversion of the New Convertible Notes into shares of Common Stock, or make-whole payments in the form of Common Stock, and the exercise of the Purchase Warrants, would, in the aggregate, result in the potential issuance of greater than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer, we are required to obtain stockholder approval for such potential issuance pursuant to Nasdaq Listing Rule 5635(d).

New Convertible Notes Indenture

The New Convertible Notes will be issued pursuant to an indenture and security agreement (the “New Convertible Notes Indenture”), between us, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and as collateral agent. The New Convertible Notes will be unconditionally guaranteed on a senior first-priority secured basis by the Company’s current and future wholly-owned domestic subsidiaries, subject to certain customary exceptions. Interest on the New Convertible Notes will be paid semi-annually at a rate of 7.50% per annum. The New Convertible Notes will mature on July 1, 2030, unless earlier converted or repurchased.

Under the terms of the New Convertible Notes Indenture, following the later of (i) the date the conversion rate of the New Convertible Notes has been determined and (ii) the earlier of (a) the date of the first special meeting at which we seek stockholder approval of the proposals described herein, whether or not such approvals are obtained and (b) the date that is 61 calendar days following the Initial Settlement Date (such later date, the “Initial Conversion Date”), holders may surrender their notes for conversion at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date. The New Convertible Notes will not be convertible at the option of holders prior to the Initial Conversion Date.

The “Early Settlement Date” is the date that is the second business day following the Early Tender Date, which is currently expected to occur as early as June 3, 2026. Whether or not the Early Settlement Date occurs, if, at or prior to the 5:00 p.m., New York City time, on June 16, 2026 (such time and date, as the same may be extended, the “Expiration Deadline”), all Conditions to the Exchange Offer and Consent Solicitation have been or are concurrently satisfied or waived by the Company and the Supporting Noteholders representing a majority of the Existing Convertible Notes held by Supporting Noteholders, as applicable, including satisfaction or waiver of the Minimum Participation Condition, the Company will accept for exchange all Existing Convertible Notes validly tendered in the Exchange Offer at or prior to the Expiration Deadline, and not validly withdrawn at or prior to the Withdrawal Deadline (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date is currently expected to occur on June 18, 2026, the second business day following the Expiration Deadline, unless extended. The “Initial Settlement Date” is the date of initial issuance of Offered Securities in the Exchange Offer (whether such date is the Early Settlement Date or the Final Settlement Date).

Upon conversion of the New Convertible Notes and assuming approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will deliver shares of Common Stock, based on an initial conversion rate determined based on a 10% premium to a reference price calculated as the volume-weighted average price for a 7 trading day period beginning on the trading day immediately after the Final Settlement Date, up to a maximum number of shares (the “share cap”) equal to approximately 550,588,235 shares, inclusive of the maximum number of make-whole shares issuable, settled in the form of shares of our Common Stock, cash or a combination of shares of our Common Stock and cash, at our election.

The number of shares issuable upon conversion of the New Convertible Notes may be increased under certain conditions. Conversions of the New Convertible Notes will result in payment in shares of Common Stock of a sum equal to the remaining scheduled payments of stated interest that would have been made on such notes to be converted had such notes remained outstanding from the conversion date to, and including the maturity date of the New Convertible Notes, subject to the share cap described above.

In the New Convertible Notes Indenture, we will agree to convene a special meeting of stockholders to solicit approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal), and the other proposals set forth in this proxy statement. Pursuant to the terms of the New Convertible Notes, prior to obtaining stockholder approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will only be permitted to satisfy our obligations under the New Convertible Notes upon conversion, including payment of make-whole amounts, in the form of cash settlement of such obligations.

The Purchase Warrants

The Company will issue the Purchase Warrants under a warrant agreement (the “Warrant Agreement”), to be dated the Initial Settlement Date, between us and Computershare, Inc. (in such capacity, the “Warrant Agent”). Under the terms of the Warrant Agreement, the Company will issue up to 150,000,000 purchase warrants (the “Purchase Warrants”). Unless and until the Company obtains the approval contemplated by this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), no shares of Common Stock will be issuable under the Purchase Warrants.

The initial exercise price (the “Exercise Price”) per whole share of our Common Stock purchasable upon exercise of the Purchase Warrants will be equal to the greater of (i) $0.34, and (ii) 125% of volume-weighted average price for a 7 trading day period. The Exercise Price is subject to adjustments.

The Purchase Warrants will be exercisable at any time from December 3, 2026 until June 3, 2031 (such period, the “Exercise Period”). The Purchase Warrants will be exercisable, at the option of each holder, during the Exercise Period. Pursuant to the terms of the Purchase Warrants, prior to obtaining stockholder approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will only be permitted to satisfy our obligations under the Purchase Warrants upon exercise, in the form of cash settlement of such obligations.

Effect of Proposal

Approval of Proposal

Subject to approval of Proposal No. 3 (Authorized Share Increase Proposal), if stockholders approve this Proposal No. 1 (Nasdaq 5635(d) Proposal), we will be permitted to elect to settle (i) all of the conversions of the New Convertible Notes in whole or in part in shares of Common Stock, subject to the terms and conditions of the New Convertible Notes Indenture, and (ii) all exercises of the Purchase Warrants with shares of our Common Stock. Additionally, subject to the availability of authorized shares of Common Stock and the terms and conditions of the New Convertible Notes Indenture, we will be permitted to settle any portion of the make-whole premium due upon conversion, in shares of Common Stock in accordance with the New Convertible Notes Indenture. Approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) will result in additional potential dilution to our existing holders of Common Stock as discussed in the section of this proxy statement entitled “Background of the Special Meeting—Dilution.”

Failure to Approve Proposal

If stockholders do not approve this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), then we will be required to satisfy our obligations under (i) the New Convertible Notes upon conversion, including payment of make-whole amounts , and (ii) the Purchase Warrants, in each case, in the form of cash settlement of such obligations. We could also be required to pay substantially more amounts under the New Convertible Notes and Purchase Warrants in the form of cash than if we were permitted to issue Common Stock upon conversion or exercise of the New Convertible Notes or Purchase Warrants, as applicable. If we are required to pay cash upon conversion of the New Convertible Notes, or upon exercise of the Purchase Warrants, it would reduce our available cash flow and limit our cash flow available for operations, expose us to risks that could adversely affect our business, financial condition and results of operations, and potentially impair our ability to satisfy our obligations under our indebtedness. There can be no assurance that we will have sufficient cash to settle such obligations and support our operations. If we do not have sufficient funds to repay our obligations

when it becomes due we may be required to significantly reduce, reorganize, discontinue or shut down our operations. Any such failure could also cause us to become insolvent or enter bankruptcy proceedings. Absent approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 3 (Authorized Share Increase Proposal), we will be left with limited financial and corporate flexibility with respect to our ability to satisfy obligations under the New Convertible Notes and Purchase Warrants, which could have a material adverse effect on our financial condition.

Board Recommendation

In reaching its determination to approve this Proposal No. 1 (Nasdaq 5635(d) Proposal), the Board, with advice from our management and financial and legal advisers, considered a number of factors, including:

•That it is in our best interest, and that of our stockholders, that we will have the flexibility to issue Common Stock in accordance with the New Convertible Notes Indenture governing the New Convertible Notes;

•That it is in our best interest, and that of our stockholders, that we will have the ability to issue shares of our Common Stock upon exercise of the Purchase Warrants;

•That Proposal No. 1 (Nasdaq 5635(d) Proposal) will provide us with additional options to convert the New Convertible Notes pursuant to the terms of, and subject to the conditions described in, the New Convertible Notes Indenture; and

•Our current financial condition, cash flow and liquidity, including our outstanding debt obligations.

After evaluating these factors, and based upon their knowledge of our business, financial condition and prospects, potential financing alternatives (or lack thereof), and the views of our management, the Board concluded that the potential issuance of more than 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer upon (i) conversion of up to $72.0 million in aggregate principal amount of the New Convertible Notes or make-whole payments in the form of Common Stock and (ii) exercise of up to 150,000,000 Purchase Warrants, is in our best interest, and in the best interests of our stockholders, and recommends that all stockholders vote “FOR” the approval of this Proposal No. 1 (Nasdaq 5635(d) Proposal).

Vote Required; Recommendation of the Board of Directors

This Proposal No. 1 (Nasdaq 5635(d) Proposal) requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 1 (Nasdaq 5635(d) Proposal). In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE NASDAQ 5635(D) PROPOSAL.

PROPOSAL NO. 2:

AMENDMENT AND RESTATEMENT OF THE 2019 INCENTIVE AWARD PLAN

Introduction

Our stockholders are being asked to approve an amendment and restatement of our 2019 Incentive Award Plan (the “Existing Plan”or “2019 Plan”). The amended and restated 2019 Incentive Award Plan is referred to herein as the “Restated Plan.” The Board approved the Restated Plan on May 15, 2026 and became effective on May 18, 2026, subject to the occurrence of the Closing Date and certain stockholder approvals at the Special Meeting.

As a result of the substantial dilution that will occur as a result of the Exchange Offer and potential future dilution resulting from conversion of the New Convertible Notes, if we do not increase the shares available for future issuance under the Existing Plan (as in effect prior to the adoption of the Restated Plan), we will have a limited number of shares available for future grants thereunder as a percentage of the number of shares of our Common Stock outstanding and would not have a sufficient number of shares authorized under the Existing Plan to make necessary equity awards in the future. In addition, the outstanding equity awards held by our employees, directors and independent contractors will also be substantially diluted by the Exchange Offer, resulting in an equity incentive program that, without additional awards, does not represent a market competitive compensation program for long-term incentives and is insufficient to retain key personnel. Absent approval of this Proposal No. 2 (Restated Plan Proposal), we will lose an important compensation tool aligned with stockholder interests to attract, motivate, and retain highly qualified talent. We have long had an ownership culture in which our key employees and directors are granted equity-based awards to align their interests with those of stockholders. The Restated Plan will permit the Company to continue to use equity-based awards, including awards of performance-based awards, as an integral part of its compensation program.

Conditions to Approval of Proposal

Approval of this Proposal No. 2 (Restated Plan Proposal) is conditioned upon approval of Proposal No. 3 (Authorized Share Increase Proposal). If Proposal No. 3 (Authorized Share Increase Proposal) is not approved, this Proposal No. 2 will also not be approved.

Overview of Proposed Amendments

Increase in Share Reserve. We strongly believe that an employee equity compensation program is a necessary and powerful incentive and retention tool that benefits all stockholders. As of March 31, 2026, the aggregate number of shares of Common Stock subject to awards under the Existing Plan was 60,173,197 shares and a total of 4,619,694 shares of Common Stock remained available under the Existing Plan for future issuance. In addition, the Existing Plan contains an “evergreen provision” that allows for an annual increase in the number of shares available for issuance under the Existing Plan on January 1 of each year during the existing ten year term of the Existing Plan. The annual increase in the number of shares under the Existing Plan is equal to the lesser of:

•5% of the aggregate number of shares of our Common Stock outstanding on the last day of the immediately preceding calendar year; and

•An amount determined by the Board.

The automatic increases pursuant to the evergreen provision of the Existing Plan to date since the original effectiveness of the Existing Plan are included in the total number of shares reserved for issuance under the Existing Plan as of March 31, 2026 set forth above.

Pursuant to the Restated Plan, subject to the share counting provisions described below and the adjustment provisions under the Restated Plan in the event of certain corporate transactions, the number of shares that may be issued under the Restated Plan will be equal to the sum of the following:

•The number of shares of Common Stock reserved for issuance under the Existing Plan (which, as of March 31, 2026, was 69,238,008 shares); plus

•On the date following the Closing Date, an increase equal to a number of shares of Common Stock representing 10% (rounded up to the nearest whole share) of the Post-Transaction Fully-Diluted Shares Outstanding (as defined below) (which increase in the number of shares reserved for issuance under the Restated Plan is estimated to be approximately 77 million shares of Common Stock, assuming 100% participation in the Exchange Offer, as illustrated below); plus

•An annual increase on January 1 of each calendar year during the term of the Restated Plan commencing January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (A) 5% of the Evergreen Fully-Diluted Shares Outstanding (as defined below) on such date (rounded up to the nearest whole share) or (B) such number of shares of Common Stock determined by the plan administrator; plus

•Any outstanding awards under the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) as of the effective date of the Restated Plan that become available after such date in accordance with the share counting provisions of the Restated Plan.

Under the Restated Plan, the term “Post-Transaction Fully-Diluted Shares Outstanding” means, as of the date following the Closing Date, the sum of:

•The number of shares of Common Stock outstanding on such date (calculated on an as-converted basis after giving effect to the closing of the Exchange Offer, which includes the shares of Common Stock reserved for potential issuance under the Prefunded Warrants and the Purchase Warrants and any shares of Common Stock issued in the Exchange Offer but excluding the shares of Common Stock issuable in the future (but not yet issued) under the New Convertible Notes following such date); plus

•The number of shares of Common Stock subject to the equity awards (including stock options) outstanding under the Company’s equity plans (including the Restated Plan, the 2017 Plan and the Inducement Plan) on such date.

Under the Restated Plan, the term “Evergreen Fully-Diluted Shares Outstanding” means, as of any date, the sum of:

•The number of shares of Common Stock outstanding on such date; plus

•The shares of Common Stock that remain issuable under the Prefunded Warrants and the Purchase Warrants as of such date.

The Restated Plan became effective on May 18, 2026, subject to the occurrence of the Closing Date and certain stockholder approvals at the Annual Meeting. We may, prior to the date of the Special Meeting, grant equity awards under the Restated Plan; these awards are within the discretion of the plan administrator and are not currently determinable. Any such awards will reduce the shares available for future issuance pursuant to the Restated Plan. To the extent such awards are granted out of the share reserve increase pursuant to the Restated Plan, they will be subject to the occurrence of the Closing Date and stockholder approval of the Restated Plan. To the extent such awards are not granted out of the share reserve increase pursuant to the Restated Plan, and the Restated Plan terminates due to the Closing Date not occurring or the failure of the stockholders to approve the Restated Plan, such awards will remain outstanding under the Existing Plan and will reduce the shares available for issuance thereunder.

In the event the Closing Date does not occur, the Restated Plan will cease to be effective and any awards granted following the effective date of the Restated Plan out of the share reserve increase pursuant to the Restated Plan over the existing share reserve under the Existing Plan will be forfeited. In the event stockholder approval of the Restated Plan does not occur, but the Closing Date does occur, the Restated Plan will cease to be effective and any awards granted following the effective date of the Restated Plan out of the share reserve increase pursuant to the Restated Plan over the existing share reserve under the Existing Plan will be forfeited. If the Restated Plan is not approved by stockholders and/or the Closing Date does not occur, the Existing Plan will continue in full force and effect as in effect prior to the effective date of the Restated Plan, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

Increase in Incentive Stock Option Limit. The number of shares of stock that may be issued or transferred pursuant to incentive stock options (“ISOs”) under the Restated Plan may not exceed an aggregate of 2,000,000,000 shares.

Extension of Term. The term of the Restated Plan will also be extended so that the Restated Plan will terminate in May 2036.

The Restated Plan is not being amended in any material respect other than to reflect the changes described above.

All of the foregoing share numbers may be adjusted for changes in our capitalization and certain corporate transactions, as described below under heading “Adjustments.”

The following table sets forth the Company’s Post-Transaction Fully-Diluted Shares Outstanding for purposes of the Restated Plan as of March 31, 2026 and on a pro forma basis assuming (i) the occurrence of the Closing Date and 100% participation in the Exchange Offer and (ii) approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), this Proposal No. 2 (Restated Plan Proposal) and Proposal No. 3 (Authorized Share Increase Proposal):


	As of March 31, 2026	March 31, 2026 (Pro Forma)
Common Stock—issued and outstanding(1)	234,696,282	552,343,340
Common Stock reserved for future issuance:
Equity incentive compensation awards granted and outstanding(2)	66,967,972	66,967,972
Shares reserved for potential issuance under the Purchase Warrants	—	150,000,000
Post-Transaction Fully-Diluted Shares	301,664,254	769,311,312

(1)On a pro-forma basis as of March 31, 2026, Common Stock issued and outstanding includes 317,647,058 shares issued to the holders of Existing Convertible Notes in the Exchange Offer and assumes that all Equity Securities are issued as shares of Common Stock.

(2)As of March 31, 2026, includes: 58,816,985 shares issuable under stock options outstanding; 4,034,571 shares issuable under unvested RSUs outstanding; and 4,116,416 shares issuable under unvested PSUs outstanding in each case under the Company Equity Plans. On a pro-forma basis as of March 31, 2026 includes: 58,816,985 shares issuable under stock options outstanding; 4,034,571 shares issuable under unvested RSUs outstanding; and 4,116,416 shares issuable under unvested PSUs outstanding under the Company Equity Plans.

In determining whether to approve the Restated Plan, including the requested increase to the share reserve under the Restated Plan over the share reserve under the Existing Plan, the Board considered the following:

•The Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified employees in an extremely competitive labor market and industry who help our Company meet its goals. As of March 31, 2026, we had an aggregate of 52,022,210 options outstanding under the Existing Plan (with a weighted average exercise price of $0.55 and a weighted average remaining term of 6.6 years), an aggregate of 4,034,571 RSUs outstanding and an aggregate of 4,116,416 PSUs outstanding. The closing price of our Common Stock on March 31, 2026 was $0.329 per share.

•As of the date of the Special Meeting, the Restated Plan will be the only equity plan under which we may grant future equity awards (other than our Employee Stock Purchase Plan). The Board determined to cease granting awards under the existing Inducement Plan as of the effective date of the Restated Plan.

•In determining the size of the share reserve under the Restated Plan, the Board considered the number of equity awards granted by our Company during the past three calendar years. In calendar years 2023, 2024, and 2025, our annual equity burn rates (calculated by dividing the number of shares subject to equity awards granted during the year by the weighted average number of shares outstanding during the applicable year) under the Company Equity Plans were 10.3%, 5.3%, and 7.8%, respectively.

•Our use of the share reserve under the Restated Plan is dependent on the price of our shares and hiring activity during the next few years and forfeitures of outstanding awards. Furthermore, future circumstances may require us to change our current equity grant practices. We cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, or the expected life span of the share reserve under the Restated Plan.

•In calendar years 2023, 2024, and 2025, the end of year overhang rate for the Company Equity Plans (calculated by dividing (1) the sum of the number of shares subject to equity awards outstanding at the end of the calendar year plus shares remaining available for issuance for future awards at the end of the calendar year by (2) the number of shares outstanding at the end of the calendar year) was 14.7%, 20.0%, and 28.9%, respectively.

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain employees in the extremely competitive labor markets in which we compete, the Board has determined that the size of the share reserve under the Restated Plan is reasonable and appropriate at this time. The Board will not create a subcommittee to evaluate the risk and benefits for issuing shares under the Restated Plan.

Stockholder Approval Requirement

Stockholder approval of the Restated Plan is necessary in order for us to (1) meet the stockholder approval requirements of Nasdaq, and (2) grant ISOs thereunder. Specifically, approval of the Restated Plan will constitute approval pursuant to the stockholder approval requirements of Section 422 of the Internal Revenue Code (the “Code”) relating to ISOs.

Summary of the Restated Plan

The principal features of the Restated Plan are summarized below, but the summary is qualified in its entirety by reference to the Restated Plan itself, which is attached as Annex A to this proxy statement.

Purpose

The purpose of the Restated Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to our company by providing these individuals with equity ownership opportunities.

Securities Subject to the Restated Plan

Subject to the share counting provisions described below and the adjustment provisions under the Restated Plan in the event of certain corporate transactions, the number of shares that may be issued under the Restated Plan will be equal to the sum of the following:

•The number of shares of Common Stock reserved for issuance under the Existing Plan (which, as of March 31, 2026, was 69,238,008 shares); plus

•On the date following the Closing Date, a number of shares of Common Stock representing 10% (rounded up to the nearest whole share) of the Post-Transaction Fully-Diluted Shares Outstanding (which increase in the number of shares reserved for issuance under the Restated Plan is estimated to be approximately 77 million shares of Common Stock, assuming 100% participation in the Exchange Offer, as illustrated above); plus

•An annual increase on January 1 of each calendar year during the term of the Restated Plan commencing January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (A) 5% of the Evergreen Fully-Diluted Shares Outstanding on such date (rounded up to the nearest whole share) or (B) such number of shares of Common Stock determined by the plan administrator; plus

•Any outstanding awards under the 2017 Plan as of the effective date of the Restated Plan that become available after such date in accordance with the share counting provisions of the Restated Plan.

For the avoidance of doubt, the shares to be authorized for issuance under the Restated Plan as described above include shares subject to awards granted under the Existing Plan that remain outstanding or that were settled in prior years and is not a reflection of availability for new, future awards following the effective date of the Restated Plan.

The shares issuable under the Restated Plan may be authorized, but unissued shares, shares purchased on the open market or treasury shares.

There will be no limit on the number of shares that may become available for issuance under the Restated Plan pursuant to the foregoing evergreen provisions. The number of shares of stock that may be issued or transferred pursuant to ISOs under the Restated Plan may not exceed an aggregate of 2,000,000,000 shares. All of the foregoing share numbers may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Adjustments.”

If an award under the Restated Plan or the 2017 Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, any shares subject to such award will, as applicable, become or again be available for new grants under the Restated Plan. Further, shares delivered to us to satisfy the applicable exercise or purchase price of an award under the Restated Plan or the 2017 Plan and/or to satisfy any applicable tax withholding obligations (including shares retained by us from the award under the Restated Plan or the 2017 Plan being exercised or purchased and/or creating the tax obligation) will become or again be available for award grants under the Restated Plan. Awards granted under the Restated Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the Restated Plan.

We have not, to date, granted any awards out of the share reserve increase under the Restated Plan above the existing share reserve under the 2019 Plan as in effect immediately prior to the adoption of the Restated Plan. We may, prior to the date of the Special Meeting, grant equity awards under the Restated Plan; these awards are within the discretion of the administrator and are not currently determinable. Any such awards will reduce the shares available for future issuance pursuant to the Restated Plan. To the extent such awards are granted out of the share reserve increase pursuant to the Restated Plan, they will be subject to the occurrence of the Closing Date and stockholder approval of the Restated Plan. To the extent such awards are not granted out of the share reserve increase pursuant to the Restated Plan, and the Restated Plan terminates due to the Closing Date not occurring or the failure of the stockholders to approve the Restated Plan, such awards will remain outstanding under the Existing Plan and will reduce the shares available for issuance thereunder.

Eligibility and Administration

Our employees, consultants and directors, and employees and consultants of our subsidiaries, are eligible to receive awards under the Restated Plan. As of March 31, 2026 there were approximately 6 non-employee directors, 87 employees and 4 consultants who were eligible for awards under the Existing Plan and who would have been eligible for awards under the Restated Plan had it been in effect on such date. The Restated Plan is generally administered by the Board with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under the Restated Plan, Section 16 of the Securities Exchange Act of 1934, as amended (the (“Exchange Act”) and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Restated Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Restated Plan, including any vesting and vesting acceleration conditions.

Awards

The Restated Plan provides for the grant of stock options, including ISOs, and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, RSUs, stock appreciation rights (“SARs”) and other stock or cash-based awards. Certain awards under the Restated Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Restated Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.

•Stock Options. Stock options provide for the purchase of shares of our Common Stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions. ISOs generally may be granted only to our employees and employees of our parent or subsidiary corporations, if any.

•SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

•Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of our Common Stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our Common Stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our Common Stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

•Other Stock or Cash-Based Awards. Other stock or cash-based awards are awards of cash, fully vested shares of our Common Stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Common Stock. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Performance Awards

Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include, without limitation: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including, but not limited to, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures;

expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios

(including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to our performance or the performance of a subsidiary, division, business segment or business unit, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.

Provisions of the Restated Plan Relating to Director Compensation

The Restated Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the Restated Plan’s limitations. The Board may modify the non-employee director compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value (as determined in accordance with ASC 718, or any successor thereto) of any equity awards granted as compensation for services as a non-employee director during any fiscal year may not exceed $750,000, increased to $1,000,000, in the fiscal year of a non-employee director’s initial service as a non-employee director, which limit shall not apply to the compensation for any non-employee director who serves in any capacity in addition to that of a non-employee director for which he or she receives additional compensation. The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion.

Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments

With respect to foreign participants, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by us to the extent set forth in such claw-back policy or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Restated Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the Restated Plan and exercise price obligations arising in connection with the exercise of stock options under the Restated Plan, the plan administrator may, in its discretion, accept cash, wire transfer, or check, shares of our Common Stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable or any combination of the foregoing.

Adjustments

In connection with any non-reciprocal transaction between us and our stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, or other large nonrecurring cash dividend, that affects the shares of Common Stock (or our other securities) or the share price of Common Stock (or our other securities and causes a change in the per share value of the Common Stock underlying outstanding awards (such transaction, an “Equity Restructuring”), the administrator will equitably adjust each outstanding award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding award and/or award’s exercise price or grant, granting new awards, and/or making a cash payment to participants.

Certain Transactions

In connection with certain transactions and events affecting our Common Stock, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Restated Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards in exchange for either an amount in cash or other property with a value equal to the amount that would have been obtained upon exercise or settlement of the vested portion of such award or realization of the participant’s rights under the vested portion of such award, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available (including adjustments to the number of shares that may be issued upon exercise of ISOs under the Restated Plan), replacing awards with other rights or property or terminating awards under the Restated Plan. In the event of a change in control where the acquirer does not assume awards granted under the Restated Plan, awards issued under the Restated Plan shall be subject to accelerated vesting such that 100% of the awards will become vested and exercisable or payable, as applicable, and which may be subject to such terms and conditions as apply generally to holders of Common Stock under the change in control documents.

For purposes of the Restated Plan, a “change in control” means and includes each of the following: (1) a transaction or series of transactions (other than an offering of our Common Stock to the general public through a registration statement filed with the SEC or a transaction or series of transactions that meets the requirements of clauses (x) and (y) of clause (3) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than us, any of our subsidiaries, an employee benefit plan maintained by us or any of our subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, us) directly or

indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of our securities possessing more than 50% of the total combined voting power of our securities outstanding immediately after such acquisition; or (2) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the board of directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with us to effect a transaction described in clauses (1) or (3)) whose election by the board of directors or nomination for election by our stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (3) the consummation by us (whether directly involving us or indirectly involving us through one or more intermediaries) of (a) a merger, consolidation, reorganization, or business combination or (b) a sale or other disposition of all or substantially all of our assets in any single transaction or series of related transactions or (c) the acquisition of assets or stock of another entity, in each case other than a transaction: (x) which results in our voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into our voting securities or the voting securities of a successor entity, directly or indirectly, at least a majority of the combined voting power of our outstanding voting securities or the successor entity’s outstanding voting securities immediately after the transaction, and (y) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of us or the successor entity (provided that no person will be treated as beneficially owning 50% or more of the combined voting power of us or the successor entity for purposes of this clause (y) solely as a result of the voting power held in us prior to the consummation of the transaction).

Amendment and Termination of the Restated Plan

The plan administrator may amend or terminate the Restated Plan at any time; however, stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable law. No award may be granted pursuant to the Restated Plan after the tenth anniversary of the date on which the Board adopted the Restated Plan.

Repricing Permitted

The plan administrator will have the authority, without the approval of our stockholders, to amend any outstanding stock option or SAR to reduce its exercise price per share.

Securities Laws

The Restated Plan is intended to conform with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated by the SEC thereunder, including without limitation Rule 16b 3. The Restated Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Federal Income Tax Consequences Associated with the Restated Plan

The federal income tax consequences of the Restated Plan under current federal income tax law are summarized in the following discussion which deals with the general tax principles applicable to the Restated Plan and is intended for general information only. The following discussion of federal income tax consequences does not purport to be a complete analysis of all of the potential tax effects of the Restated Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed, and may vary depending on individual circumstances and from locality to locality.

•Stock Options and Stock Appreciation Rights. A Restated Plan participant generally will not recognize taxable income and we generally will not be entitled to a tax deduction upon the grant of a stock option or stock appreciation right. The tax consequences of exercising a stock option and the subsequent disposition of the shares received upon exercise will depend upon whether the option qualifies as an “incentive stock option” as defined in Section 422 of the Code. The Restated Plan permits the grant of options that are intended to qualify as incentive stock options as well as options that are not intended to so qualify; however, incentive stock options generally may be granted only to our employees and employees of our parent or subsidiary corporations, if any. Upon exercising an option that does not qualify as an incentive stock option when the fair market value of our stock is higher than the exercise price of the option, a Restated Plan participant generally will recognize taxable income at ordinary income tax rates equal to the excess of the fair market value of the stock on the date of exercise over the purchase price, and we (or our subsidiaries, if any) generally will be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market value of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares, the participant will recognize a short term or long term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

Upon exercising an incentive stock option, a Restated Plan participant generally will not recognize taxable income, and we will not be entitled to a tax deduction for compensation expense. However, upon exercise, the amount by which the fair market value of the shares purchased exceeds the purchase price will be an item of adjustment for alternative minimum tax purposes. The participant will recognize taxable income upon a sale or other taxable disposition of the option shares. For federal income tax purposes, dispositions are divided into two categories: qualifying and disqualifying. A qualifying disposition generally occurs if the sale or other disposition is made more than two years after the date the option was granted and more than one year after the date the shares are transferred upon exercise. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition generally will result.

Upon a qualifying disposition of incentive stock option shares, the participant will recognize long term capital gain in an amount equal to the excess of the amount realized upon the sale or other disposition of the shares over their purchase price. If there is a disqualifying disposition of the shares, then the excess of the fair market value of the shares on the exercise date (or, if less, the price at which the shares are sold) over their purchase price will be taxable as ordinary income to the participant. If there is a disqualifying disposition in the same year of exercise, it eliminates the item of adjustment for alternative minimum tax purposes. Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant.

We will not be entitled to any tax deduction if the participant makes a qualifying disposition of incentive stock option shares. If the participant makes a disqualifying disposition of the shares, we should be entitled to a tax deduction for compensation expense in the amount of the ordinary income recognized by the participant.

Upon exercising or settling a stock appreciation right, a Restated Plan participant will recognize taxable income at ordinary income tax rates, and we should be entitled to a corresponding tax deduction for compensation expense, in the amount paid or value of the shares issued upon exercise or settlement. Payments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition of the shares the participant will recognize a short term or long term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

•Restricted Stock and Restricted Stock Units. A Restated Plan participant generally will not recognize taxable income at ordinary income tax rates and we generally will not be entitled to a tax deduction upon the grant of restricted stock or restricted stock units. Upon the termination of restrictions on restricted stock or the payment of restricted stock units, the participant will recognize taxable income at ordinary income tax rates, and we should be entitled to a corresponding tax deduction for compensation expense, in the amount paid to the participant or the amount by which the then fair market value of the shares received by the participant exceeds the amount, if any, paid for them. Upon the subsequent disposition of any shares, the participant will recognize a short term or long term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares. However, a Restated Plan participant granted restricted stock that is subject to forfeiture or repurchase through a vesting schedule such that it is subject to a “risk of forfeiture” (as defined in Section 83 of the Code) may make an election under Section 83(b) of the Code to recognize taxable income at ordinary income tax rates, at the time of the grant, in an amount equal to the fair market value of the shares of Common Stock on the date of grant, less the amount paid, if any, for such shares. We will be entitled to a corresponding tax deduction for compensation, in the amount recognized as taxable income by the participant. If a timely Section 83(b) election is made, the participant will not recognize any additional ordinary income on the termination of restrictions on restricted stock, and we will not be entitled to any additional tax deduction.

•Dividend Equivalents, Other Stock or Cash-Based Awards. A Restated Plan participant will not recognize taxable income and we will not be entitled to a tax deduction upon the grant of dividend equivalents or other stock or cash based awards until cash or shares are paid or distributed to the participant. At that time, any cash payments or the fair market value of shares that the participant receives will be taxable to the participant at ordinary income tax rates and we should be entitled to a corresponding tax deduction for compensation expense. Payments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition of the shares, the participant will recognize a short term or long term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

•Section 409A of the Internal Revenue Code. Certain types of awards under the Restated Plan may constitute, or provide for, a deferral of compensation under Section 409A. Unless certain requirements set forth in Section 409A are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% federal income tax (and, potentially,

certain interest penalties). To the extent applicable, the Restated Plan and awards granted under the Restated Plan will be structured and interpreted to comply with Section 409A and the Department of Treasury regulations and other interpretive guidance that may be issued pursuant to Section 409A.

•Section 162(m) Limitation. In general, under Section 162(m), income tax deductions of publicly held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non qualified benefits paid) for certain executive officers exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any one year. There is no guarantee that we will be able to take a deduction for any compensation in excess of $1 million that is paid to a covered employee under the 2013 Plan or the Restated Plan.

New Plan Benefits

Other than with respect to the equity awards that may be granted in the future to our non-employee directors as described below in the section of the proxy statement entitled “Board of Directors Compensation-Director Compensation,” all future awards under the Restated Plan are subject to the discretion of the plan administrator and the Company is unable to determine the amount of benefits that may be received by participants under the Restated Plan, if approved.

We may, prior to the date of the Special Meeting, grant equity awards under the Restated Plan; these awards are within the discretion of the plan administrator and are not currently determinable. Any such awards will reduce the shares available for future issuance pursuant to the Restated Plan. To the extent such awards are granted out of the share reserve increase pursuant to the Restated Plan, they will be subject to the occurrence of the Closing Date and stockholder approval of the Restated Plan. To the extent such awards are not granted out of the share reserve increase pursuant to the Restated Plan, and the Restated Plan terminates due to the Closing Date not occurring or the failure of the stockholders to approve the Restated Plan, such awards will remain outstanding under the Existing Plan and will reduce the shares available for issuance thereunder.

Plan Benefits under the Existing Plan

As of March 31, 2026, each of our named executive officers and the other groups identified below had been granted the following stock options, RSUs and PSUs under the Existing Plan since its original adoption:


Name and Principal Position	Stock Options Granted	RSUs/PSUs Granted
Faheem Hasnain, Chairman, President and Chief Executive Officer	7,874,500	880,000
Bryan Giraudo, Chief Operating Officer and Financial Officer	3,521,991	388,500
Robert Smith, Chief Commercial Officer	2,634,500	256,250
All Executive Officers as a Group	18,268,568	2,108,231
All Non‑Employee Directors as a Group	2,400,777	-
All Nominees for Election as Directors	-	-
Each Associate of Any Such Directors, Executive Officers, or Nominees	-	-
Each Other Person Who Received or is to Receive Five Percent of All Options, Warrants, or Rights	-	-
All Non‑Executive Employees as a Group	22,741,333	4,744,912

Vote Required; Recommendation of the Board of Directors

Proposal No. 2 (Restated Plan Proposal) requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial.

Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

Vote Required; Recommendation of the Board of Directors

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 2 (Restated Plan Proposal). In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RESTATED PLAN PROPOSAL.

PROPOSAL NO. 3:

AUTHORIZED SHARE INCREASE

Description of Proposal

We are asking stockholders to approve an amendment to our Charter to increase the number of authorized shares of our Common Stock from 700,000,000 to 4,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan, in the form attached to this proxy statement as Annex B (the “Share Increase Amendment”). The proposed Share Increase Amendment would amend Article FOURTH of the Charter, as follows:

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 4,070,000,000 shares, consisting of (a) 4,000,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (b) 70,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).

The following discussion is qualified in its entirety by the full text of the Share Increase Amendment, which is incorporated herein by reference.

Conditions to Approval of Proposal

Approval of this Proposal No. 3 (Authorized Share Increase Proposal) is independent and not conditioned upon the approval of any other proposal. However, the approval of each of Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 2 (Restated Plan Proposal) is conditioned upon the approval of this Proposal No. 3 (Authorized Share Increase Proposal). Therefore, if Proposal No. 3 (Authorized Share Increase Proposal) is not approved, Proposal No. 1 (Nasdaq 5635(d) Proposal) and Proposal No. 2 (Restated Plan Proposal) will also not be approved.

Background and Purpose of Proposal

As of March 31, 2026, we had 234,696,282 shares of Common Stock issued and outstanding and an additional 123,587,111 shares of Common Stock in the aggregate reserved for future issuance under granted and outstanding equity incentive compensation awards, shares available for issuance under the Existing Plan, the Inducement Plan and the Employee Stock Purchase Plan, shares reserved for potential issuance under the Existing Convertible Notes, and shares reserved for potential issuance under outstanding warrants. After giving effect to the issuance of up to 317,647,058 shares of Common Stock in the Exchange Offer, we do not have enough authorized shares of Common Stock to support the issuance of Common Stock that will be issuable or may become issuable upon conversion of the New Convertible Notes and Purchase Warrants or under the Restated Plan. See the section of this proxy statement entitled “Background of the Special Meeting—Dilution” for additional information concerning the issued and outstanding shares of Common Stock as of March 31, 2026 and on a pro forma basis after giving effect to the Exchange Offer and potential issuance of shares of Common Stock upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan.

An increase in the number of authorized shares of Common Stock would provide us greater flexibility in considering and planning for current and future corporate needs, including, but not limited to: providing for sufficient shares of Common Stock underlying the New Convertible Notes and Purchase Warrants and Restated Plan, raising additional capital, and other general corporate purposes. We also believe that additional authorized shares of Common Stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that may become available to us without the delay and expense associated with convening an additional special meeting of our stockholders.

Effect of Proposal

Approval of Proposal

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), and assuming approval of Proposal No. 1 (Nasdaq 5635(d) Proposal), we will be permitted (i) to elect to settle all of the conversions of the New Convertible Notes in whole or in part in shares of Common Stock, subject to the terms and conditions of the New Convertible Notes Indenture, and (ii) to settle exercises of the Purchase Warrants with shares of our Common Stock. Additionally, subject to the terms and conditions of the New Convertible Notes Indenture, we will be permitted to settle any portion of the make-whole premium due upon conversion, in shares of Common Stock in accordance with the New Convertible Notes Indenture.

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), and assuming approval of Proposal No. 2 (Restated Plan Proposal), we will have a sufficient number of authorized shares of Common Stock to accommodate the share reserve under the Restated Plan as described above in Proposal No. 2 (Restated Plan Proposal).

If stockholders approve this Proposal No. 3 (Authorized Share Increase Proposal), we will also have greater flexibility in considering and planning for current and future corporate needs, including raising additional capital and other general corporate purposes.

Failure to Approve Proposal

If stockholders do not approve this Proposal No. 3 (Authorized Share Increase Proposal), Proposal No. 1 (Nasdaq 5635(d) Proposal) will fail regardless of the vote of stockholders on such proposal, and we will be required to satisfy our obligations under (i) the New Convertible Notes upon conversion and in payment of make-whole amounts, and (ii) upon exercise of the Purchase Warrants, in the form of cash settlement of such obligations. There can be no assurance that we will have sufficient cash to settle such obligations and support our operations. Absent approval of this Proposal No. 3 (Authorized Share Increase Proposal) and Proposal No. 1 (Nasdaq 5635(d) Proposal) we will be left with limited financial and corporate flexibility with respect to our ability to satisfy obligations under the New Convertible Notes and Purchase Warrants, which could have a material adverse effect on our financial condition.

If stockholders do not approve this Proposal No. 3 (Authorized Share Increase Proposal), Proposal No. 2 (Restated Plan Proposal) will fail regardless of the vote of stockholders on such proposal, the Restated Plan will cease to be effective. If the Restated Plan is not approved by stockholders and/or the Closing Date does not occur, the Existing Plan will continue in full force and effect as in effect prior to the Restated Plan Effective Date, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder.

Rights of Additional Authorized Shares

The additional authorized shares contemplated by the Share Increase Amendment would be a part of the existing class of Common Stock and, if issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. Holders of shares of Common Stock (solely in their capacity as holders) have no preemptive rights or rights to convert their shares of Common Stock into any other securities. Accordingly, should the Board elect to issue additional shares of Common Stock, existing holders of shares of Common Stock would not have any preferential rights to purchase such shares.

Effect on Existing Stockholders

Future issuances of Common Stock or securities convertible into Common Stock, including in connection with the New Convertible Notes and Purchase Warrants and the Restated Plan, would have a dilutive effect on the earnings per share, book value per share, voting power and percentage interest of holdings of current stockholders. In addition, the availability of additional shares of our Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company under a possible takeover scenario. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This Proposal No. 3 (Authorized Share Increase Proposal) is not being presented with the intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the Board from taking any actions that are consistent with its fiduciary duties in the future, including actions related to any attempt to acquire control of the Company. The Share Increase Amendment does not affect the number of shares or rights of preferred stock authorized. See the section of this proxy statement entitled “Background of the Special Meeting—Dilution” for additional information concerning the potential dilution after giving effect to the Exchange Offer and potential issuance of shares upon conversion of the New Convertible Notes and Purchase Warrants and under the Restated Plan.

Board Recommendation

On May 15, 2026, the Board approved the Share Increase Amendment and declared that it was advisable and in the best interests of the Company and our stockholders, and directed that the Share Increase Amendment be submitted to our stockholders for approval and adoption and recommends that our stockholders approve and adopt the Share Increase Amendment.

If approved by our stockholders, the Share Increase Amendment would become effective upon the filing of a certificate of amendment setting forth the Share Increase Amendment with the Delaware Secretary of State, which we expect to file as soon

as practicable following the Special Meeting. Although the Board intends to file the Share Increase Amendment as soon as practicable after the Special Meeting if this Proposal No. 3 (Authorized Share Increase Proposal) is approved, the Board may determine in its discretion to abandon the Share Increase Amendment at any time prior to the effectiveness of the Share Increase Amendment.

Vote Required

Proposal No. 3 (Authorized Share Increase Proposal) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 3 (Authorized Share Increase Proposal). In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE AUTHORIZED SHARE INCREASE PROPOSAL.

PROPOSAL NO. 4:

REVERSE STOCK SPLIT

Description of Proposal

We are asking stockholders to approve a series of 30 alternate amendments to our Charter to effect (i) a reverse stock split (the “reverse stock split”), of our issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of our capital stock), if and when the reverse stock split is effected.

Conditions to Approval of Proposal

Approval of this Proposal No. 4 (Reverse Stock Split Proposal) is independent and not conditioned upon the approval of any other proposal.

Background and Purpose of Proposal

On May 15, 2026, Board adopted resolutions:

1.Approving and declaring advisable a series of 30 alternate amendments of our Charter to effect, at the discretion of the Board, a reverse stock split:

a.At one of 15 reverse stock split ratios, 1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective, to effect a proportionate reduction in the number of authorized shares of Common Stock from 4,000,000,000 to 400,000,000, 200,000,000, 133,333,334, 100,000,000, 80,000,000, 66,666,667, 57,142,858, 50,000,000, 44,444,445, 40,000,000, 36,363,637, 33,333,334, 30,769,231, 28,571,429, 26,666,667, respectively, and

b.At one of 15 reverse stock split ratios, 1-for-10, 1-for-20, 1-for-30, 1-for-40, 1-for-50, 1-for-60, 1-for-70, 1-for-80, 1-for-90, 1-for-100, 1-for-110, 1-for-120, 1-for-130, 1-for-140 and 1-for-150, and contemporaneously with such reverse stock split and assuming that Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders, to effect a proportionate reduction in the number of authorized shares of Common Stock from 700,000,000 to 70,000,000, 35,000,000, 23,333,334, 17,500,000, 14,000,000, 11,666,667, 10,000,000, 8,750,000, 7,777,778, 7,000,000, 6,363,637, 5,833,334, 5,384,616, 5,000,000 and 4,666,667, respectively (the reverse stock splits and corresponding proportionate reductions in the number of authorized shares as described in clauses (a) and (b) are each referred to as a “Reverse Stock Split Amendment” and are collectively referred to as the “Reverse Stock Split Amendments”),

2.Directing that each of the Reverse Stock Split Amendments be submitted to our stockholders for their approval, and

3.Recommending that our stockholders approve each of the Reverse Stock Split Amendments.

The actual number of authorized shares of Common Stock and the total number of authorized shares the Company is authorized to issue after giving effect to the reverse stock split, if and when effected, will depend on the reverse stock split ratio that the Board ultimately determines to effect and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and has become effective.

The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate amendments, identified as Amendments A-1 through O-1 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.


AMENDMENT	REVERSE STOCK SPLIT RATIO	NUMBER OF TOTAL AUTHORIZED SHARES	NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FOLLOWING THE REVERSE STOCK SPLIT (ASSUMING STOCKHOLDER APPROVAL OF PROPOSAL NO. 3 (AUTHORIZED SHARE INCREASE PROPOSAL))
A-1	1-for-10	470,000,000	400,000,000
B-1	1-for-20	270,000,000	200,000,000
C-1	1-for-30	203,333,334	133,333,334
D-1	1-for-40	170,000,000	100,000,000
E-1	1-for-50	150,000,000	80,000,000
F-1	1-for-60	136,666,667	66,666,667
G-1	1-for-70	127,142,858	57,142,858
H-1	1-for-80	120,000,000	50,000,000
I-1	1-for-90	114,444,445	44,444,445
J-1	1-for-100	110,000,000	40,000,000
K-1	1-for-110	106,363,637	36,363,637
L-1	1-for-120	103,333,334	33,333,334
M-1	1-for-130	100,769,231	30,769,231
N-1	1-for-140	98,571,429	28,571,429
O-1	1-for-150	96,666,667	26,666,667

The table below shows the reverse stock split ratio and the number of authorized shares of Common Stock (and the total number of authorized shares of capital stock the Company can issue) for each of the 15 alternate amendments, identified as Amendments A-2 through O-2 for the Reverse Stock Split Amendments, if Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders.


AMENDMENT	REVERSE STOCK SPLIT RATIO	NUMBER OF TOTAL AUTHORIZED SHARES	NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FOLLOWING THE REVERSE STOCK SPLIT (ASSUMING STOCKHOLDERS DID NOT APPROVE PROPOSAL NO. 3 (AUTHORIZED SHARE INCREASE PROPOSAL))
A-2	1-for-10	140,000,000	70,000,000
B-2	1-for-20	105,000,000	35,000,000
C-2	1-for-30	93,333,334	23,333,334
D-2	1-for-40	87,500,000	17,500,000
E-2	1-for-50	84,000,000	14,000,000
F-2	1-for-60	81,666,667	11,666,667
G-2	1-for-70	80,000,000	10,000,000
H-2	1-for-80	78,750,000	8,750,000
I-2	1-for-90	77,777,778	7,777,778
J-2	1-for-100	77,000,000	7,000,000
K-2	1-for-110	76,363,637	6,363,637
L-2	1-for-120	75,833,334	5,833,334
M-2	1-for-130	75,384,616	5,384,616
N-2	1-for-140	75,000,000	5,000,000
O-2	1-for-150	74,666,667	4,666,667

Upon receiving stockholder approval of the Reverse Stock Split Amendments, the Board will have the authority, but not the obligation, in its sole discretion, to elect whether to effect a reverse stock split and, if so, to determine the reverse stock split ratio from among the approved proposed Reverse Stock Split Amendments described in the tables above. If the Board determines to effect a reverse stock split, the Company will effect the reverse stock split by filing a certificate of amendment for

the selected Reverse Stock Split Amendment in the form attached to this proxy statement as Annex C or Annex D, as applicable.

For convenience of our stockholders, each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective (as described in A-1 through O-1 above) has been set forth in Annex C and each of the 15 amendments assuming that Proposal No. 3 (Authorized Share Increase Proposal) has not been approved by our stockholders (as described in A-2 through O-2 above) has been set forth in Annex D, in each case, indicating in brackets the reverse stock split ratio and the corresponding total number of authorized shares and number of authorized shares of Common Stock that the Company would be authorized to issue for each of the alternate Reverse Stock Split Amendments. If the Board elects to effect a reverse stock split, only one Reverse Stock Split Amendment providing for the reverse stock split ratio will be chosen from among the approved proposed Reverse Stock Split Amendments, and a certificate of amendment for the selected Reverse Stock Split Amendment will be filed with the Secretary of State of the State of Delaware and become effective. In such case, the Board will abandon all other Reverse Stock Split Amendments.

We believe it is beneficial to provide the Board with the authority and flexibility to effect a reverse stock split, if and when needed, in the event the Board determines that a reverse stock split is in the best interests of the Company and our stockholders, including in order to maintain the listing of our Common Stock on the Nasdaq Global Select Market or another listing tier of the Nasdaq Stock Market LLC (collectively, “Nasdaq”), or to bring the share price of our Common Stock in line with our peers or for other corporate purposes. In connection with any determination to effect the reverse stock split, the Board will set the timing for such a split and select the Reverse Stock Split Amendment from the Reverse Stock Split Amendments set forth in the tables above.

The Nasdaq Listing Qualifications Department notified us on April 8, 2026 that the bid price of our Common Stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). Therefore, in accordance with Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until October 5, 2026, to regain compliance. The letter states that the Nasdaq staff will provide written notification that we have achieved compliance with the Minimum Bid Price Requirement if at any time before October 5, 2026, the bid price of our Common Stock closes at $1.00 per share or more for a minimum of ten consecutive business days.

If we fail to regain compliance with the Minimum Bid Price Requirement on or before October 5, 2026, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would be required to transfer our listing to the Nasdaq Capital Market and meet the continued listing requirement for the market value of publicly held shares and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice to Nasdaq of our intention to cure the deficiency during the additional 180-day compliance period, such as by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will make a determination of whether it believes we will be able to cure this deficiency. If it appears to the Nasdaq staff that we will not be able to cure the deficiency or if we do not meet the other listing standards, then the Nasdaq staff will provide written notice to us that our Common Stock will be subject to delisting. At that time, we may appeal the Nasdaq staff’s delisting determination to a Nasdaq Hearing Panel. There can be no assurance that, if we receive a delisting notice and appeal the delisting determination by the Nasdaq staff to the Nasdaq Hearing Panel, such appeal would be successful. Under the New Convertible Notes, for so long as any Existing Notes remain outstanding, a change to the Nasdaq Capital Market would trigger a fundamental change, which would require that we offer to repurchase the New Convertible Notes for cash.

The determination as to whether the reverse stock split will be effected and, if so, pursuant to which Reverse Stock Split Amendment, will be based upon those market or business factors deemed relevant by the Board at that time, including, but not limited to:

•Our ability to continue the listing of our Common Stock on Nasdaq;

•Existing and expected marketability and liquidity of our Common Stock;

•The historical and then-prevailing trading price and trading volume of our Common Stock;

•Prevailing stock market conditions;

•The anticipated impact of the reverse stock split on the trading market for our Common Stock;

•The anticipated impact of the reverse stock split on our ability to raise financing;

•Business developments affecting the Company; and

•The likely effect on the market price of our Common Stock.

The Board believes that having stockholders approve 15 alternate Reverse Stock Split Amendments and granting the Board the discretion to select the ratio set forth in one Reverse Stock Split Amendment set forth in the tables above depending on whether Proposal No. 3 (Authorized Share Increase Proposal) has been approved by our stockholders and becomes effective, rather than having stockholders approve one specified ratio, provides us with maximum flexibility to react to then-current market conditions and volatility in the market price of our Common Stock in order to set a ratio that is intended to maintain for the foreseeable future, given market fluctuations, a stock price in excess of $1.00 per share to avoid a Nasdaq delisting of our shares of Common Stock, which could have an adverse effect on our business, liquidity and on the trading of our Common Stock due to, among other things, potential loss of confidence by partners, collaborators, lenders, suppliers, manufacturers and employees, and increased difficulty in raising capital. We also believe that an increased market price of our Common Stock may improve the marketability and liquidity of our Common Stock and encourage interest and trading in shares of our Common Stock, as well as bring the price of our Common Stock to a level commensurate with peer companies. In addition, a low per share price may negatively impact our acceptability to certain institutional investors, professional investors and other market participants.

Risks Associated with the Reverse Stock Split

There are risks associated with the reverse stock split, including that the reverse stock split may not result in a sustained increase in the per share price of our Common Stock. There is no assurance that:

•Market price per share of our Common Stock after the reverse stock split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding before the reverse stock split;

•The reverse stock split will facilitate our access to the equity capital markets;

•The reverse stock split will result in a per share price that will increase the level of investment in our Common Stock by institutional investors or increase analyst and broker interest in our Company;

•The reverse stock split will result in a per share price that will increase our ability to attract, retain and motivate employees and other partners and collaborators; or

•The market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq, or that we will otherwise meet the requirements of Nasdaq for continued inclusion for trading on the Nasdaq.

Stockholders should note that the effect of the reverse stock split, if any, upon the market price of our Common Stock cannot be accurately predicted. In particular, we cannot assure you that the price for a share of our Common Stock after the reverse stock split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding immediately prior to the reverse stock split. Furthermore, even if the market price of our Common Stock does rise following the reverse stock split, we cannot assure you that the market price of our Common Stock immediately after the reverse stock split will be maintained for any period of time. Even if an increased per-share price can be maintained, the reverse stock split may not achieve the desired results that have been outlined above. Moreover, because some investors may view the reverse stock split negatively, we cannot assure you that the reverse stock split will not adversely impact the market price of our Common Stock.

We believe that the reverse stock split may result in greater liquidity for our stockholders. However, it is also possible that such liquidity could be adversely affected by the reduced number of shares outstanding after the reverse stock split, particularly if the price of our Common Stock does not increase as a result of the reverse stock split.

Effect of Proposal

Approval of Proposal

If approved by our stockholders and implemented by the Board, as of the effective time of the Reverse Stock Split Amendment, each issued and outstanding share of our Common Stock would immediately and automatically be reclassified and reduced into a fewer number of shares of our Common Stock, depending upon the Reverse Stock Split Amendment selected by the Board,

which ratio will be among the Reverse Stock Split Amendments set forth in the tables above except as described under the “—Fractional Shares ” section below with respect to fractional shares. In addition, as of the effective time of the Reverse Stock Split Amendment, the total number of authorized shares of Common Stock will be proportionately reduced (and the total number of authorized shares of capital stock the Company may issue will be correspondingly reduced) depending on the Reverse Stock Split Amendment selected by the Board and whether Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.

Except with respect to fractional shares as described under the “—Fractional Shares” section below, the reverse stock split will not:

•Affect any stockholder’s percentage ownership interest in us;

•Affect any stockholder’s proportionate voting power;

•Substantially affect the voting rights or other privileges of any stockholder; or

•Alter the relative rights of Common Stockholders, convertible notes holders, or holders of equity awards.

Depending upon the ratio selected by the Board, the principal effects of the reverse stock split are:

•The number of shares of Common Stock issued and outstanding will be reduced proportionately based on the Reverse Stock Split Amendment selected by the Board, except with respect to fractional shares as described under the “—Fractional Shares” section below;

•The total authorized number of shares of Common Stock (taking into account Proposal No. 3 (Authorized Share Increase Proposal)), if approved by our stockholders) will be reduced proportionately based on the reverse stock split ratio in the Reverse Stock Split Amendment selected by the Board and the total number of authorized shares of capital stock of the Company will be correspondingly reduced;

•The per share exercise price will be increased proportionately by the reverse stock split ratio in the Reverse Stock Split Amendment selected by the Board at the time of the reverse stock split, rounded up to the nearest cent, and the number of shares issuable upon exercise shall be decreased by the same factor, rounded down to the nearest share, for all outstanding equity awards, and other convertible or exercisable equity securities entitling the holders to purchase shares of our Common Stock;

•The conversion rates for holders of our outstanding equity-linked securities (including the New Convertible Notes and Purchase Warrants) (as described in Proposal No. 1 (Nasdaq 5635(d) Proposal)), will be adjusted proportionately, subject to their terms; and

•The number of shares authorized and reserved for issuance under the Company Equity Plans and the Employee Stock Purchase Plan (including the Restated Plan (as described in Proposal No. 2 (Restated Plan Proposal)), will be reduced proportionately.

The following table contains approximate information relating to our Common Stock, based on share information as of March 31, 2026, and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective:


		AFTER THE REVERSE STOCK SPLIT(1)
		IF MINIMUM 1:10 RATIO IS SELECTED	IF MAXIMUM 1:150 RATIO IS SELECTED
Authorized Common Stock(2)	4,000,000,000	400,000,000	26,666,667
Common Stock Issued and Outstanding	234,696,282	23,469,629	1,564,642
Reserved for Issuance(3)	123,587,111	12,358,712	823,915

(1)Does not take into account that fractional shares resulting from the reverse stock split will be issued, as described under the “—Fractional Shares” section below.

(2)Assumes Proposal No. 3 (Authorized Share Increase Proposal) is approved by our stockholders and becomes effective.

(3)Includes shares of Common Stock reserved for future issuance (a) pursuant to the Company Equity Plans and Employee Stock Purchase Plan and (b) upon exercise of outstanding warrants. Does not include additional shares of Common Stock issuable upon full conversion/exercise of the New Convertible Notes, Prefunded Warrants and Purchase Warrants. Also does not include the shares issuable or that may become issuable under the Restated Plan (as described in Proposal No. 2 (Restated Plan Proposal) above).

The following table contains approximate information relating to our Common Stock, based on share information as of March 31, 2026 and the impact of the reverse stock split thereon under the minimum and maximum proposed ratio assuming Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders:


		AFTER THE REVERSE STOCK SPLIT(1)
		IF MINIMUM 1:10 RATIO IS SELECTED	IF MAXIMUM 1:150 RATIO IS SELECTED
Authorized Common Stock(2)	700,000,000	70,000,000	4,666,667
Common Stock Issued and Outstanding	234,696,282	23,469,629	1,564,642
Reserved for Issuance(3)	123,587,111	12,358,712	823,915

(1)Does not take into account that fractional shares resulting from the reverse stock split will be issued, as described under the “—Fractional Shares” section below.

(2)Assumes Proposal No. 3 (Authorized Share Increase Proposal) is not approved by our stockholders.

After the effective date of the reverse stock split, our Common Stock will have a new CUSIP number. Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The implementation of the reverse stock split will not affect the registration of our Common Stock under the Exchange Act.

Required Adjustment to Currently Outstanding Securities Exercisable or Convertible into Shares of our Common Stock. The reverse stock split would effect a reduction in the number of shares of Common Stock issuable upon the exercise of any outstanding stock equity awards and warrants and upon conversion of convertible notes in proportion to the reverse stock split ratio. The exercise price of any outstanding equity awards and warrants and conversion price of any outstanding convertible notes would increase, likewise in proportion to the reverse stock split ratio.

Required Adjustment to the Number of Shares of Common Stock Available for Future Issuance Under our Equity Plans. In connection with any reverse stock split, the Board would also make a corresponding reduction in the number of shares available for future issuance under the Company Equity Plans and the Employee Stock Purchase Plan so as to avoid the effect of increasing the number of authorized but unissued shares available for future issuance under such plans.

Odd Lots. In addition, the reverse stock split may result in some stockholders owning “odd lots” of less than one hundred (100) shares of Common Stock, which may be more difficult to sell and may cause those holders to incur greater brokerage commissions and other costs upon sale.

Certificate of Amendment. If the Board determines to implement the reverse stock split, we will file a certificate of amendment for the selected Reverse Stock Split Amendment in the form attached to this proxy statement as Annex C or Annex D, as applicable, with the Delaware Secretary of State and will abandon the other Reverse Stock Split Amendments. Upon the filing and effectiveness of the selected Reverse Stock Split Amendment, without any further action on our part or our stockholders, the issued shares of Common Stock held by stockholders as of the effective date of the reverse stock split would be converted into a lesser number of shares of Common Stock based on the ratio included in the selected Reverse Stock Split Amendment and the number of authorized shares of Common Stock will be reduced accordingly.

Effect on Preferred Stock. The proposed Reverse Stock Split Amendment would not impact the total authorized number of shares of preferred stock or the par value thereof.

Effect on Par Value. The proposed Reverse Stock Split Amendment will not affect the par value of our Common Stock, which will remain at $0.0001 per share.

Failure to Approve Proposal

In the event that the Reverse Stock Split Amendments are not approved by our stockholders, we intend to monitor the trading price of our Common Stock on Nasdaq and will consider available options to resolve our non-compliance with the Nasdaq listing rules. On May 15, 2026, the last trading day prior to the filing of this proxy statement, the closing price of our Common Stock on Nasdaq was $0.34 per share. We believe that our ability to remain listed on Nasdaq would be significantly and negatively affected if this Proposal No. 4 (Reverse Stock Split Proposal) is not approved. In addition, if our Common Stock is delisted it will significantly and negatively affect our ability to obtain alternative debt or equity financing in order to support Company operations.

Fractional Shares

Common Stock. If the shares of Common Stock held by any holder of Common Stock immediately prior to the effectiveness of the Reverse Stock Split Amendment are collectively reclassified pursuant to the reverse stock split into a fractional share of Common Stock, the Company will issue to such holder such fraction of a share of Common Stock as is necessary to round the number of shares of Common Stock held by such holder immediately following the reverse stock split up to the nearest whole number of shares. Such additional shares of Common Stock would be issued in consideration for the corporate benefits to the Company arising from not having to issue fractional shares or pay in cash the fair value of such fractional shares in lieu of the issuance thereof, which would result in any fractional shares of Common Stock that would otherwise be held by a holder following the reverse stock split being rounded up to the nearest whole number of shares of Common Stock.

Equity Awards: If the reverse stock split is effected, the number of shares available for issuance under our equity plans on such date, as well as the number of shares subject to any outstanding award and the exercise price, grant price or purchase price relating to any such award under our equity plans, are expected to be equitably adjusted by the Board to reflect the reverse stock split. Any fractional shares resulting from such adjustment are expected to be eliminated by rounding upward or downward to the nearest whole share.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record

If you hold registered shares of our Common Stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of our Common Stock in registered book-entry form. If you are entitled to post-reverse stock split shares of our Common Stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the effectiveness of the reverse stock split indicating the number of shares of our Common Stock you hold.

At the effectiveness of the reverse stock split, we intend to treat stockholders holding shares of our Common Stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered stockholders whose shares of our Common Stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the reverse stock split for their beneficial holders holding shares of our Common Stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the reverse stock split. If you hold your shares of our Common Stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

Accounting Matters

The reverse stock split will not affect the Common Stock capital account on our balance sheet and the par value of our Common Stock will remain unchanged. The stated capital component, which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued, will be reduced in proportion to the size of the reverse stock split, subject to a minor adjustment in respect of the treatment of fractional shares as described above, and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged. Immediately after the reverse stock split, the per share net income or loss and net book value of our Common Stock will be increased, as compared to the per share amounts absent the reverse stock split, because there will be fewer shares of Common Stock outstanding.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the proposed reverse stock split, the Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Potential Anti-Takeover Effect

The reverse stock split is not being proposed in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar amendments to the Board and our stockholders.

No Appraisal Rights

Our stockholders are not entitled to appraisal rights with respect to the reverse stock split, and we will not independently provide stockholders with any such right.

Certain Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the reverse stock split, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Internal Revenue Code (the “Code”), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and do not currently intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the reverse stock split.

This discussion is limited to U.S. Holders that hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of any alternative minimum tax, the Medicare contribution tax on net investment income or any item of gross income with respect to our Common Stock being taken into account in an “applicable financial statement” (as defined in the Code). In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•Persons whose functional currency is not the U.S. dollar;

•Persons holding our Common Stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•Banks, insurance companies and other financial institutions;

•Real estate investment trusts and registered investment companies;

•Brokers, dealers or traders in securities;

•Corporations that accumulate earnings to avoid U.S. federal income tax;

•S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•Tax-exempt organizations or governmental organizations;

•Persons deemed to sell our Common Stock under the constructive sale provisions of the Code;

•Persons who hold or receive our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation;

•U.S. expatriates and former citizens or long-term residents of the United States; and

•Tax-qualified retirement plans.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the reverse stock split to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Common Stock that for U.S. federal income tax purposes is, or is treated as:

•An individual who is a citizen or resident of the United States;

•A corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

•An estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•A trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

The proposed reverse stock split is intended to be treated as a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. As a result, a U.S. Holder generally should not recognize gain or loss upon the proposed reverse stock split for U.S. federal income tax purposes. A U.S. Holder’s aggregate adjusted tax basis in the shares of our Common Stock received pursuant to the proposed reverse stock split should equal the aggregate adjusted tax basis of the shares of our Common Stock exchanged therefor. The U.S. Holder’s holding period in the shares of our Common Stock received pursuant to the proposed reverse stock split should generally include the holding period in the shares of our Common Stock exchanged therefor. However, the U.S. federal income tax consequences of the receipt of such an additional fraction of a share of the Common Stock is not clear. A U.S. Holder who receives a whole share of Common Stock in lieu of a fractional share could be treated as recognizing income or gain in an amount not to exceed the excess of the fair market value of such whole share over the fair market value of the fractional share to which such U.S. Holder was otherwise entitled. Any such recognition of gain may affect the holding period and adjusted tax basis of such U.S. Holder’s whole share received in lieu of a fractional share. U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences of receiving a whole share of Common Stock in lieu of a fractional share.

In addition, U.S. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of Common Stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Proposal No. 4 (Reverse Stock Split Proposal) regarding the proposed reverse stock split except to the extent of their ownership of shares of our Common Stock or securities exercisable or convertible into shares of Common Stock.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to abandon any or all of the Reverse Stock Split Amendments without further action by our stockholders at any time before the effectiveness of the filing of a certificate of amendment setting forth the Reverse Stock Split Amendment

with the Delaware Secretary of State, even if the Reverse Stock Split Amendment has been approved by our stockholders at the Special Meeting. If the Board decides to effect the reverse stock split, the Board will abandon all of the Reverse Stock Split Amendments other than the Reverse Stock Split Amendment that is filed with the Delaware Secretary of State. By voting in favor of this Proposal No. 4 (Reverse Stock Split Proposal), you are expressly also authorizing the Board to delay, or not to proceed with and abandon, the Reverse Stock Split Amendment if it should so decide, in its sole discretion, and that such action is in the best interests of the Company and our stockholders.

Vote Required; Recommendation of the Board of Directors

Proposal No. 4 (Reverse Stock Split Proposal) requires the affirmative vote of the holders of a majority of the votes cast at the Special Meeting pursuant to Section 242(d)(2) of the General Corporation Law of the State of Delaware. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes, if any, will also have no effect on the outcome of this proposal.

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 4 (Reverse Stock Split Proposal). In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL.

PROPOSAL NO. 5

ADJOURNMENT OF SPECIAL MEETING

Description of Proposal

We are asking our stockholders to approve one or more adjournments of the Special Meeting or any adjournment(s) thereof in the event that there is not a sufficient number of votes at the Special Meeting to approve Proposals Nos. 1, 2, 3 or 4.

Conditions to Approval of Proposal

Approval of this Proposal No. 5 (Adjournment Proposal) is independent and not conditioned upon the approval of any other proposal.

Background and Purpose of Proposal

In order to permit proxies that have been timely received to be voted for such adjournments, we are submitting this proposal as a separate matter for your consideration. If it is necessary to adjourn the Special Meeting and if the adjournment is for a period of 30 days or less, notice need not be given of the adjourned meeting if the time, place (if any) and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the Special Meeting at which the adjournment is taken, or is provided in any other manner permitted by the Delaware General Corporation Law. At the adjourned meeting, the Company may transact any business which might have been transacted at the Special Meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.

Board Recommendation

The Board has approved the submission to the stockholders of this Proposal No. 5 (Adjournment Proposal) to approve one or more adjournments of the Special Meeting or any adjournment(s) thereof in the event that there is not a sufficient number of votes at the Special Meeting to approve Proposals Nos. 1, 2, 3 or 4, determined that this proposal is in the best interests of the Company and our stockholders and recommends that our stockholders vote “FOR” this Proposal No. 5 (Adjournment Proposal).

Vote Required

Proposal No. 5 (Adjournment Proposal) requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively on the proposal, meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

Existing Noteholders holding approximately 75.2% of the aggregate outstanding principal amount of the Existing Convertible Notes have individually entered into voting agreements with the Company agreeing to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement, including this Proposal No. 5 (Adjournment Proposal). In addition, each other Existing Noteholder who elects to tender Existing Convertible Notes in the Exchange Offer will have agreed pursuant to the terms of the Exchange Offer to be present in person (which includes by remote communication) or by proxy at the Special Meeting and to vote all shares of Common Stock they receive in the Exchange Offer in favor of the proposals set forth in the notice and this proxy statement.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT SPLIT PROPOSAL.

EXECUTIVE AND DIRECTOR COMPENSATION AND OTHER INFORMATION

This executive compensation section provides information about the material components of our executive compensation program for our “named executive officers,” or NEOs, for 2025, consisting of the following persons:

•Faheem Hasnain, Chairman, President and Chief Executive Officer

•Bryan Giraudo, Chief Operating Officer and Chief Financial Officer

•Robert Smith, Chief Commercial Officer

This executive compensation section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the compensation committee and the Board arrived at specific compensation policies and decisions involving our executive officers during the fiscal year ended December 31, 2025.

As a “smaller reporting company” under SEC rules, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

2025 Business Highlights

•Completed the Phase 3 registrational PROSERA Study of seralutinib in patients with pulmonary arterial hypertension (“PAH”).

•Initiated sites in the Phase 3 registrational SERENATA Study of seralutinib in patients with pulmonary hypertension associated with interstitial lung disease (“PH-ILD”).

Overview of 2025 Executive Compensation Decisions

In general, the majority of our named executive officers’ total compensation is tied directly to corporate and individual performance, increases in our stock price, or both. Specific elements of our executive compensation program that demonstrate our pay-for-performance philosophy include:

•The performance measures in our short-term cash incentive program are linked to key corporate objectives.

•Corporate achievement represents 100% of our Chief Executive Officer’s annual bonus opportunity and 70% of our other named executive officer’s annual bonus opportunities.

•Our long-term equity incentives are provided to our named executive officers in the form of stock options and restricted stock units (“RSUs”), which vest over multi-year periods, or in the form of performance stock units (“PSUs”), which vest upon the achievement of certain performance milestones.

The primary elements of our total direct compensation program for the named executive officers and a summary of the actions taken by the compensation committee during 2025 are set forth below.


Market-Based Base Salary Increases for NEOs						•Our named executive officers received base salary increases for 2025 consistent with our pay positioning philosophy of targeting target total cash compensation at the 50th percentile of similarly situated executives at comparable companies based on our peer group.
Annual Cash Incentives Paid 65% Based on Corporate Performance						•Based on our achievement of our corporate performance goals during 2025, our named executive officers’ annual incentives tied to corporate performance were paid out at 65% of target.
Long-Term Incentive Compensation in Form of Stock Options Over Multi-Year Periods						•Our named executive officers received stock options which vest over four years. ◦Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our Common Stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our Common Stock over the long term, and they tightly align the interests of our executives with those of our stockholders. ◦In 2025, our named executive officers also received PSUs, which vest upon the achievement of certain performance milestones.

Our Executive Compensation Practices

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:

OUR EXECUTIVE COMPENSATION BEST PRACTICES

Pay for Performance. We design our executive compensation program to align pay with company performance.

No Special Health or Welfare Benefits for Executives. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.

Significant Portion of Compensation is at Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance to align the interests of our executive officers and stockholders

No Post-Employment Tax Gross-Ups. We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits

Independent Compensation Committee and Compensation Advisor. The compensation committee is comprised solely of independent directors. The compensation committee engages its own compensation consultant to assist with making compensation decisions.

Prohibition on Hedging and Pledging. Our insider trading policy prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities.

Competitive Peer Group. Our compensation committee selects our peers from biotechnology and pharmaceutical companies that are similar to us with respect to market capitalization, headcount and commercialization stage.

“Double Trigger” Change in Control Benefits. The employment letters with our executive officers do not include any “single trigger” change in control severance benefits

Multi-Year Vesting Requirements for Equity Awards. The equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives

Annual Market Review of Executive Compensation. The compensation committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices.

Clawback Policy. We maintain a clawback policy as required by SEC and Nasdaq rules to recover erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement.

Minimize Inappropriate Risk Taking. Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking, and it includes multiple performance measures and caps on short-term incentive compensation.

Compensation Philosophy and Objectives

We recognize that the ability to excel depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, the key objectives of our executive compensation program are:

•To attract, engage and retain an executive team who will provide leadership for our future success by providing competitive total pay opportunities.

•To establish a direct link between our business results, individual executive performance and total executive compensation.

•To align the interests of our named executive officers with those of our stockholders.

Compensation Determination Process

Role of the Compensation Committee

The compensation committee of the Board develops, reviews and approves each of the elements of our executive compensation program. The compensation committee also regularly assesses the effectiveness and competitiveness of our compensation programs.

In the first quarter of each year, the compensation committee reviews the performance of each of our named executive officers during the previous year. At this time, the compensation committee also reviews our performance relative to the corporate performance objectives set by the Board for the year under review and makes the final bonus payment determinations based on our overall corporate performance and the compensation committee’s evaluation of each named executive officer’s performance for the year under review. In connection with this review, the compensation committee also reviews and adjusts, as appropriate, annual base salaries for our named executive officers and grants, as appropriate, additional equity awards to our named executive officers and certain other eligible employees.

During the fourth quarter of each year, our compensation committee also reviews the corporate performance objectives for purposes of our performance bonus programs for the following year and makes recommendations regarding these objectives to the full Board for its approval.

Role of Our Executive Officers

Our Chief Executive Officer, with the assistance and support of our General Counsel and our human resources department, aids the compensation committee by providing annual recommendations regarding the compensation of our other named executive officers. The compensation committee also, on occasion, meets with our Chief Executive Officer to obtain recommendations with respect to our compensation programs and practices generally. The compensation committee considers, but is not bound to accept, the Chief Executive Officer’s recommendations with respect to named executive officer compensation.

Our Chief Executive Officer generally attends all of the compensation committee meetings, but the compensation committee also holds executive sessions that are not attended by any members of management or non-independent directors, as needed from time to time. Any deliberations or decisions regarding our Chief Executive Officer’s compensation are made without him present.

Role of Compensation Consultant and Comparable Company Information

The compensation committee is authorized to retain the services of third-party compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

SEC Form PRE 14A filed by Gossamer Bio Inc.