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Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangements. During the three months ended June 30, 2025, the officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company set forth below adopted or terminated a “Rule 10b5-1 trading arrangement” as that term is defined in Item 408(a) of Regulation S-K, all of which were entered into during an open trading window in accordance with the Company’s Securities Trading Policy and all of which were intended to satisfy Rule 10b5-1(c).

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On April 16, 2025, Paul J. Mellett, our Chief Financial and Administrative Officer, terminated a previously adopted Rule 10b5-1 trading plan. The plan was originally adopted on June 14, 2024 and scheduled to run through May 30, 2025. No trades were executed under the plan.
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On June 10, 2025, Jay R. Luly, Ph.D., our President, Chief Executive Officer and Director, adopted a Rule 10b5-1 trading plan providing for the sale of up to 110,000 and 80,000 shares of common stock vested under outstanding stock options, which are set to expire on November 20, 2025 and November 18, 2026, respectively, so long as the market price of our common stock is higher than certain minimum threshold prices specified in the plan in various periods between September 9, 2025 and May 29, 2026, or such earlier date as all authorized sales under the plan are completed.

 

Except as set forth above, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K.
Non-Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
Paul J. Mellett  
Trading Arrangements, by Individual  
Name Paul J. Mellett
Title Chief Financial and Administrative Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date April 16, 2025
Jay R. Luly  
Trading Arrangements, by Individual  
Name Jay R. Luly
Title President, Chief Executive Officer and Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date June 10, 2025
Arrangement Duration 263 days
Trading Plan 1 | Jay R. Luly  
Trading Arrangements, by Individual  
Expiration Date November 20, 2025
Aggregate Available 110,000
Trading Plan 2 | Jay R. Luly  
Trading Arrangements, by Individual  
Expiration Date November 18, 2026
Aggregate Available 80,000