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

April 30, 2025

Dear Fellow Shareholders:

On behalf of the Board of Directors of Milestone Pharmaceuticals Inc. (the “Company” or “Milestone”), I want to take this opportunity to invite you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 11:00 a.m., Eastern Time, on Tuesday, June 10, 2025. During the Annual Meeting, registered shareholders and duly appointed proxyholders will vote on the proposals set forth in the Notice of Annual Meeting and the accompanying management proxy circular and proxy statement (the “Proxy Statement”), as well as receive a report on the progress of the Company. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to a Notice Regarding Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will take place via a virtual meeting portal through which you can listen to the Annual Meeting, submit questions and vote online. You will not be able to attend the Annual Meeting in person.

We are providing access to our proxy materials, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in a fast and efficient manner via the Internet to all shareholders of record as of April 15, 2025, and will post our proxy materials on the website referenced in the Notice (www.envisionreports.com/milestone2025). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website will provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Your vote at the Annual Meeting is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You will find voting instructions in the Notice, the Proxy Statement and on the Proxy Card. You may vote prior to the Annual Meeting, via the Internet, by telephone or by mail, or at the Annual Meeting via the online virtual meeting platform. Alternatively, if you requested a printed copy of the proxy materials by mail, or if we elect to subsequently send you a paper Proxy Card, you may mark, date, sign and mail the Proxy Card in the envelope provided.

We appreciate your continued ownership of Milestone shares and your support.

MILESTONE PHARMACEUTICALS INC.
1111 Dr. Frederik-Philips Boulevard, Suite 420,
Montréal, Québec, Canada H4M 2X6

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

JUNE 10, 2025

To the Shareholders of
Milestone Pharmaceuticals Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Milestone Pharmaceuticals Inc., a corporation existing under the laws of the province of Québec (the “Company” or “Milestone”), will be held on Tuesday, June 10, 2025, at 11:00 a.m., Eastern Time. The Meeting will take place via a virtual meeting portal through which registered shareholders and duly appointed proxyholders can listen to the Annual Meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting https://meetnow.global/M7XP457. The Annual Meeting is being held virtually to enable greater participation by shareholders, and all shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate. You will not be able to attend the Annual Meeting in person.

The purpose of the Annual Meeting will be the following:

The record date for the Annual Meeting is April 15, 2025 (the “Record Date”). Only registered shareholders at the close of business on the Record Date will be entitled to notice of and to vote during the Annual Meeting via the virtual meeting platform or by proxy.

We are providing access to our proxy materials, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to all shareholders of record as of the Record Date, in a fast and efficient manner via the Internet. On or around April 30, 2025, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”), to all shareholders of record as of the Record Date and post our proxy materials on the website referenced in the Notice (www.envisionreports.com/milestone2025). As more fully described in the Notice, all shareholders may choose to access our proxy materials free of charge on the website referred to in the Notice or may request to receive a printed set of our proxy materials free of charge. These materials will remain available on the website through the conclusion of the Annual Meeting. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to the Notice. The management proxy circular and proxy statement (the “Proxy Statement”) that accompanies this Notice of Annual Meeting of Shareholders contains additional information regarding the proposals to be considered at the Annual Meeting, and shareholders are encouraged to read it in its entirety.

Shareholders are invited to attend the Annual Meeting via our virtual meeting platform and are urged to vote on the matters before the Annual Meeting by proxy (whether by mail, phone or the Internet). Registered shareholders who are unable to attend the Annual Meeting via our virtual meeting platform are requested to vote via the Internet prior to the Annual Meeting, by going to www.investorvote.com and following the instructions on the website, or vote by calling toll free 1-866-732-8683 on a touch tone telephone and following the instructions provided by “Vote Voice.” You will need to refer to the Proxy Card and to your 15-digit control number provided on the Notice or Proxy Card. Alternatively, if you received a printed copy of the proxy materials by mail, or if we subsequently elect to send you a paper Proxy Card, you may vote by mail by completing, dating and signing the Proxy Card and sending it to Computershare Investor Services Inc., 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1.

Beneficial owners of shares held through a broker, bank, or other agent, should have received a voting instruction form with these proxy materials from that organization rather than from Milestone. Beneficial owners should simply complete and mail the voting instruction form in accordance with the instructions in that form to ensure that their vote is counted. Alternatively, they may vote by telephone or over the Internet by following the instructions provided by their broker, bank or other nominee if such alternative is provided. Beneficial owners should provide their voting instructions to their broker, bank or nominee sufficiently in advance of the Annual Meeting to enable their broker, bank or nominee to act upon them and in accordance with the instructions provided by their broker, bank, or other agent.

For your vote to be effective, your voting instructions must be received by Computershare Investor Services Inc. (“Computershare”) not later than 5:00 p.m. (Eastern Time) on Friday, June 6, 2025, or, in the case of any adjournment of the Annual Meeting, not less than 48 hours, excluding Saturdays, Sundays and applicable holidays, prior to the time of the rescheduled meeting. The Board may, at its discretion, accept late proxies or waive the time limit for deposit of proxies, but is under no obligation to accept or reject any late proxy. If you have voted by proxy using the Proxy Card, via fax or the Internet prior to the Annual Meeting or by telephone, any subsequent vote by proxy through any of these methods will cancel any other proxy you may have previously submitted in connection with the Annual Meeting, and only the latest dated proxy received prior to the deadline will be counted.

Dated: April 30, 2025

TABLE OF CONTENTS

MILESTONE PHARMACEUTICALS INC.

1111 Dr. Frederik-Philips Boulevard, Suite 420
Montréal, Québec, Canada H4M 2X6

MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT

APRIL 30, 2025

2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10, 2025

This Management Proxy Circular and Proxy Statement (“Proxy Statement”) contains information about the 2025 Annual Meeting of Shareholders of Milestone Pharmaceuticals Inc., a corporation existing under the laws of the province of Québec (the “Company” or “Milestone”). The meeting will be held on Tuesday, June 10, 2025, at 11:00 a.m., Eastern Time, (such meeting, and any adjournments or postponements thereof the “Annual Meeting”), for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Shareholders. The Meeting will take place via a virtual meeting portal through which you can listen to the Annual Meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting https://meetnow.global/M7XP457 . You will not be able to attend the Annual Meeting in person.

In this document, the words “Milestone,” “we,” “our,” “ours” and “us” refer only to Milestone Pharmaceuticals Inc. and not to any other person or entity. References to “US$” or “$” are to United States dollars. Unless otherwise indicated, the statistical and financial data contained in this Proxy Statement are as of December 31, 2024.

We are providing you with this Proxy Statement and related materials in connection with the solicitation of proxies by our management. See “Proxy Solicitation” below for additional information.

We are providing access to our proxy materials, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in a fast and efficient manner via the Internet. On or around April 30, 2025, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record as of the Record Date and post our proxy materials on the website referenced in the Notice (www.envisionreports.com/milestone2025). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website will provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those shareholders who have previously provided instructions to receive paper copies of our proxy materials, a paper copy will be sent to you in addition to the Notice. All properly executed written proxies, and all properly completed proxies submitted by mail, facsimile or telephone or via the Internet, which are delivered pursuant to, and which appoint Joseph Oliveto and Amit Hasija as proxyholders in accordance with, this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Annual Meeting.

ELECTRONIC DELIVERY OF MILESTONE SHAREHOLDER COMMUNICATIONS

We are pleased to offer to our shareholders the benefits and convenience of electronic delivery of Annual Meeting materials, including:

We encourage you to conserve natural resources and to reduce printing and mailing costs by signing up for electronic delivery of Milestone shareholder communications.

If you are a registered shareholder or a beneficial owner of common shares of the Company, or if a broker or other nominee holds your Milestone common shares, and you would like to sign up for electronic delivery, please visit www.investorcentre.com and enter the information requested to enroll. Your electronic delivery enrollment will be effective until you cancel it. If you have questions about electronic delivery, please call Milestone Investor Relations at (514) 336-0444 or send an email to ir@milestonepharma.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2025

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) is available on the Internet at our website at www.milestonepharma.com, through the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com or through the U.S. Securities and Exchange Commission’s electronic data system called EDGAR at www.sec.gov. To request a printed copy of our Annual Report, which we will provide to you without charge, either write to Milestone Investor Relations at Milestone Pharmaceutics Inc., 1111 Dr. Frederik-Philips Boulevard, Suite 420 Montréal, Québec, Canada H4M 2X6, or send an email to Milestone Investor Relations at ir@milestonepharma.com.

This Proxy Statement and the Annual Report are available to registered shareholders at: www.envisionreports.com/milestone2025.

This Proxy Statement contains information regarding, among other things:

Whether or not you plan to attend the Annual Meeting, please promptly provide your voting instructions.

Your promptness in voting will assist in the expeditious and orderly processing of the proxies and in ensuring that a quorum is present. If you want to revoke your instructions at a later time prior to the vote for any reason, you may do so in the manner described in this Proxy Statement.

PROXY STATEMENT SUMMARY

This summary highlights certain information related to topics discussed in this proxy statement. This summary does not contain all of the information you should consider, and you should read this entire proxy statement carefully before voting.

Virtual Annual Meeting Information

How to Vote if You are a Shareholder of Record

By Internet (prior to the Annual Meeting)	By Telephone	By Mailing your Proxy Card
Visit 24/7 www.investorvote.com	Dial toll-free 24/7 1-866-732-8683	Cast your ballot, sign your proxy card and send by free post
Visit www.investorvote.com and have available the control number included on your Proxy Card. Your internet vote must be received by June 6, 2025 at 5:00 p.m. Eastern Time, or if the Annual Meeting is adjourned or postponed at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled time of the Annual Meeting.	Dial toll-1-866-732-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed Proxy Card. Your telephone vote must be received by June 6, 2025 at 5:00 p.m. Eastern Time, or if the Annual Meeting is adjourned or postponed at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled time of the Annual Meeting.	Complete, sign and date the enclosed Proxy Card and return it in the envelope provided early enough for it to be received by June 6, 2025 at 5:00 p.m. Eastern Time, or if the Annual Meeting is adjourned or postponed at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled time of the Annual Meeting.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice (as defined below) from that organization rather than from Milestone. Simply complete and mail the voting instruction form in accordance with the instructions on that form to ensure that your vote is counted. Alternatively, you may vote over the Internet as instructed by your broker or bank. Beneficial owners should provide their voting instructions to their broker, bank or nominee sufficiently in advance of the Annual Meeting and in accordance with the voting instructions provided by their broker, bank or other nominee. To vote virtually at the Annual Meeting, you must:

A beneficial owner may appoint themselves as proxyholder in one of the following ways:

If you are a shareholder or beneficial owner who has registered to attend the Annual Meeting online:

Cast Your Vote Right Away

Governance Highlights

We are committed to maintaining strong corporate governance practices and continuing to build on our success and long-term shareholder value. The highlight of our corporate governance practices include the following:

Nominees for Director

The names of the nominees for directors and certain information about each individual as of April 15, 2025, unless noted otherwise, are set forth below:

Shareholder Engagement

Commitment to Ongoing Shareholder Engagement

Milestone is committed to having regular and meaningful engagement with our shareholders in order to obtain their insight and perspectives on our strategy, research & development, commercialization, operations, executive compensation, corporate governance and other issues that are important to them. Feedback from our shareholders informs our Board’s and management team’s approach to making strategic decisions that are in the best interests of the Company and all investors. This collaborative relationship is a key part of our philosophy and we will continue to seek opportunities to maintain a dialogue with our shareholders.

Throughout the year, we regularly participate in healthcare conferences and other public events, where we also meet with shareholders and analysts to share our perspectives and to solicit their feedback on our performance. Feedback and ideas received from these events and meetings are shared with our Board on an ongoing basis.

Our responsibility to shareholders is one of our core values. The Board and management team prioritize building and maintaining meaningful relationships with our shareholders, including learning and understanding their viewpoints. We encourage our shareholders to communicate with us to let us know their thoughts about Milestone or to bring a particular matter to our attention. Our Board has created a process for anyone to communicate directly with our Board, any committee of the Board, the non-employee directors of the Board collectively or any individual director, including our Board Chair. Any interested party wishing to contact our Board may do so in writing by sending a letter to Milestone Pharmaceuticals, Inc., 1111 Dr. Frederik-Philips Boulevard, Suite 420, Montréal, Québec, Canada H4M 2X6, Attention: Corporate Secretary.

Engagement Program

The Company maintains a robust shareholder engagement program that is designed to have several touchpoints throughout the year in order to create multiple opportunities to solicit feedback on topics of importance to shareholders:

The Company frequently updates its shareholders and analysts on key developments in drug research and development (“R&D”), commercialization strategy, approvals and other milestones through webcasts.

QUESTIONS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Milestone Pharmaceuticals Inc. (sometimes referred to as the “Company” or “Milestone”) is soliciting your proxy to vote at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All registered shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 30, 2025 to all shareholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 30, 2025.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notice to ensure that all of your shares are voted.

How do I attend the Annual Meeting?

The Annual Meeting will be held on Tuesday, June 10, 2025 at 11:00 a.m. Eastern Time. Shareholders can attend the Meeting via our virtual meeting platform through which you can listen to the Annual Meeting. The Annual Meeting will take place via a virtual meeting portal through which you can listen to the Meeting, submit questions and vote online. The Annual Meeting can be accessed by visiting https://meetnow.global/M7XP457. If you follow the instructions on how to vote during the Annual Meeting below, you will also be able to submit questions and vote online.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 10, 2025. You will not be able to attend the Annual Meeting in person.

Will a list of registered shareholders as of the Record Date be available?

For the ten days ending the day prior to the Annual Meeting, a list of our registered shareholders as of the close of business on the Record Date will be available for examination by any shareholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of registered shareholders beginning May 31, 2025 and until the Annual Meeting, shareholders should email ir@milestonepharma.com.

What if I need technical assistance accessing or participating in the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual meeting platform during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting platform log in page.

Can I ask questions at the Annual Meeting?

Only registered shareholders as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments at the Annual Meeting. If you would like to submit a question, you may do so by joining the virtual Annual Meeting at https://meetnow.global/M7XP457 and typing your question in the box in the Annual Meeting portal.

To help ensure that we have a productive and efficient meeting, and in fairness to all shareholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask that you limit your remarks to a brief question or comment that is relevant to the Annual Meeting or our business and that remarks are respectful of your fellow shareholders and meeting participants. Questions may be grouped by topic by our management with a representative question read aloud and answered. In addition, questions may be ruled as out of order if they are, among other things, irrelevant to our business, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests. Questions will be addressed in the question and answer portion of the Annual Meeting.

Who can vote at the Annual Meeting?

Each shareholder is entitled to one vote for each common share owned as of the close of business on April 15, 2025, the Record Date for the purpose of determining holders of common shares entitled to receive notice of and to vote during the Annual Meeting.

As of the Record Date, 53,464,273common shares were issued and outstanding and entitled to be voted during the Annual Meeting. See the section entitled “Authorized Share Capital” in the Certificat de refonte (which, in English, means “Certificate of consolidation”) filed by the Company on May 14, 2019 on SEDAR at www.sedar.com for details regarding the terms of the Company’s class of common shares and class of preferred shares.

Shareholder of Record: Shares Registered in Your Name

If on the Record Date your shares were registered directly in your name with Milestone’s transfer agent, Computershare, then you are a shareholder of record. As a shareholder of record, you may vote at the Annual Meeting or by proxy. See “How do I vote?” below for additional information. Whether or not you plan to attend the meeting, we urge you to fill out and return vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a Proxy Card that you may request or that we may elect to deliver at a later time to ensure your vote is counted by June 6, 2025 at 5:00 p.m. Eastern Time, or if the Annual Meeting is adjourned or postponed at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled time of the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You may access the meeting as a guest by visiting https://meetnow.global/M7XP457. However, as a guest you will not be able to submit questions or vote at the Annual Meeting. See “How do I vote?” below for information on how to submit questions and vote at the Annual Meeting.

What if I cannot find my control number?

Please note that if you do not have your 15-digit control number and you are a registered shareholder, operators at 1-800-564-6253 will be able to provide your control number to you.

If you are a beneficial owner you will receive a control number from Computershare upon registering to attend the Annual Meeting after you have appointed yourself as your proxyholder.

What decisions will the shareholders be making at the Annual Meeting?

You will be asked to vote on each of the following proposals:

The Board recommends that you vote FOR each of the directors named in Proposal No. 1, FOR each of Proposal No. 2, Proposal No. 3 and Proposal No. 4 and ONE YEAR for Proposal No. 5.

In addition, you may be asked to vote in respect of any other matters that may properly be brought before the Annual Meeting. As of the date of this Proxy Statement, the Board is not aware of any such other matters.

What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I appoint a proxyholder?

Your proxyholder is the person you appoint to cast your votes on your behalf. You can choose anyone you want to be your proxyholder; it does not have to be any of the persons we have designated in the Proxy Card. Please ensure that the person you have appointed will be attending the Annual Meeting via the virtual meeting platform and is aware that he or she will be voting your common shares. Please note that the option to appoint your own proxyholder is not available if you vote by telephone or via the Internet prior to the Annual Meeting.

If you are a registered shareholder, you may appoint someone else as your proxyholder by inserting the name of the person you would like to appoint as your proxyholder in the blank space provided in the Proxy Card and sending it to Computershare Investor Services Inc., 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1. Your Proxy Card must be received by June 6, 2025 at 5:00 p.m. Eastern Time, or if the Annual Meeting is adjourned or postponed at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled time of the Annual Meeting. You must also register your proxyholder in advance of the Annual Meeting by going to http://www.computershare.com/milestone. We recommend you register at least one hour prior to the start of the Annual Meeting. Upon registration, Computershare will provide your proxyholder with a control number to use to access the Annual Meeting.

If you are a beneficial owner you may appoint a proxyholder in one of the following ways:

You must also register your proxyholder in advance by going to http://www.computershare.com/milestone. We recommend that your proxyholder register at least one hour prior to the start of the Annual Meeting. Upon registration, Computershare will provide your proxyholder with a control number to use to access the Annual Meeting.

If I change my mind, can I revoke my proxy once I have given it?

If you are a beneficial owner, you can revoke your prior voting instructions by providing new instructions on a voting instruction form with a later date. Otherwise, contact your broker, bank, or other agent if you want to change your voting instructions. Any new voting instructions given to intermediaries in connection with the revocation must be received in sufficient time to allow intermediaries to act on such instructions prior to the deadline for the deposit of proxies of 5:00 p.m. (Eastern Time) on Friday, June 6, 2025, or at least 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the time of the Annual Meeting if it is rescheduled. If you choose to provide voting instructions multiple times, only the latest one which is not revoked and is received prior to such deadline will be counted.

If you are a registered shareholder, you may revoke any proxy that you have given until 5:00 p.m. (Eastern Time) on Friday, June 6, 2025 by voting again by telephone or via the Internet as instructed above, by signing and dating a new Proxy Card and submitting it as instructed above, by giving written notice of such revocation to the Corporate Secretary of the Company at our address, by revoking it during the Annual Meeting or by voting by ballot via our virtual meeting platform during the Annual Meeting. If you choose to submit a proxy multiple times prior to the Annual Meeting whether by telephone, via the Internet or by mail, or a combination thereof, only your latest vote, which is not revoked and is received prior to 5:00 p.m. (Eastern Time) on Friday, June 6, 2025 (or 48 hours, excluding Saturdays, Sundays and applicable holidays, before the Meeting if it is rescheduled) will be counted unless you attend and vote by ballot via our virtual meeting platform. A registered shareholder participating in a vote by ballot via our virtual meeting platform during the Annual Meeting will automatically be deemed to revoke any proxy previously given by that shareholder regarding business considered by that vote. However, mere attendance at the Annual Meeting via our virtual meeting platform by a registered shareholder who has voted by proxy does not revoke such proxy.

How do I vote?

The voting process is different depending on whether you are a record or beneficial owner:

Beneficial owners

If you are a beneficial owner, your broker, bank, or other agent will send you a voting instruction form. This form will instruct the broker, bank, or other agent how to vote your common shares at the Annual Meeting on your behalf. You should carefully follow the instructions provided by the broker, bank, or other agent (including with respect to applicable timelines for providing voting instructions, which may be different from those described in this Proxy Statement) and contact the broker, bank, or other agent promptly if you need help. The Company will pay for intermediaries to forward proxy materials to beneficial owners, including objecting beneficial owners. Please mark your voting instructions on the voting instruction form provided by the broker, bank, or other agent, sign it, and return it as instructed by your broker, bank, or other agent. Your broker, bank, or other agent may have also provided you with the option of voting by telephone or fax or via the Internet prior to the Annual Meeting. Your broker, bank, or other agent must receive your voting instructions in sufficient time for your broker, bank, or other agent to act on them prior to the deadline for the deposit of proxies of 5:00 p.m. (Eastern Time) on Friday, June 6, 2025, or, in the case of any adjournment of the Annual Meeting, not less than 48 hours (excluding Saturdays, Sundays and applicable holidays) prior to the rescheduled Annual Meeting.

If you wish to vote or ask questions at the Meeting, you must:

In order to vote online during the Annual Meeting you must visit https://meetnow.global/M7XP457 and enter the 15-digit control number provided to you by Computershare upon registering to attend the Annual Meeting after you have appointed yourself as your proxyholder. For instructions on how a beneficial owner may appoint themselves as proxyholder, see “How do I appoint a proxyholder?” above. 

Beneficial owners who have not been appointed as proxyholder or who have not registered with Computershare prior to the Annual Meeting may nevertheless attend the Annual Meeting by clicking “I am a guest” and completing the online form. However, they will not be permitted to vote or ask questions during the Annual Meeting.

Record shareholders

Whether or not you plan to attend the Annual Meeting via our virtual meeting platform, you may vote your common shares by proxy by any one of the following methods:

In order to vote online during the Annual Meeting you must visit https://meetnow.global/M7XP457 and enter the 15-digit control number provided on your Notice or Proxy Card.

We provide Internet proxy voting to allow you to vote your common shares via the Internet by proxy prior to the Annual Meeting, and through the Internet via our virtual meeting platform during the Annual Meeting, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions or your vote. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each common share you own as of the Record Date.

How will my common shares be voted if I give my proxy?

On the Proxy Card, you can indicate how you want your proxyholder to vote your common shares, or you can let your proxyholder decide for you by signing and returning the Proxy Card without indicating a voting preference in one or more proposals. Signed but unmarked Proxy Cards will be voted FOR each of the directors named in Proposal No. 1, FOR Proposal No. 2, Proposal No. 3 and Proposal No. 4 and ONE YEAR for Proposal No. 5. If you have specified on the Proxy Card how you want to vote on a particular proposal, then your proxyholder must vote your common shares accordingly, including on any ballot that may be called for.

If you have not specified how to vote on a particular proposal, then your proxyholder can vote your common shares as he sees fit. Unless you specify voting instructions, Joseph Oliveto and Amit Hasija, as your proxyholders, will vote your common shares as follows:

What is the effect if I do not cast my vote?

If a registered shareholder does not cast its vote by proxy or in any other permitted fashion, no votes will be cast on its behalf on any of the items of business at the Annual Meeting.

If a beneficial owner does not instruct its broker, bank, or other agent on how to vote on any of the items of business at the Annual Meeting and the broker, bank, or other agent does not have discretionary authority to vote the beneficial owner’s common shares on the matter, or elects not to vote in the absence of instructions from the beneficial owner, no votes will be cast on behalf of such beneficial owner with respect to such item (a “broker non-vote”). If you are a beneficial owner, whose common shares are held of record by a broker authorized to trade on the New York Stock Exchange (“NYSE”), NYSE rules permit your broker to exercise discretionary voting authority to vote your common shares on the ratification of the appointment of PwC as the Company’s auditor, even if the broker does not receive voting instructions from you. However, NYSE rules do not permit your broker to exercise discretionary authority to vote on any of Proposal No. 1, Proposal No. 3, Proposal No. 4 or Proposal No. 5 without instructions from you, in which case a broker non-vote will occur, and your vote will not be counted as a vote cast on these matters. If you have further questions on this issue, please contact your broker, bank, or other agent bank or broker or Milestone Investor Relations at ir@milestonepharma.com.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares with respect to such “non-routine” matters. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes. 

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal No. 1, votes “For,” “Withhold” and, if applicable, broker non-votes; with respect to Proposals No. 2, No. 3 and No. 4 votes “For” and “Against,” abstentions and, if applicable, broker non-votes; with respect to Proposal No. 5, votes for “One Year,” “Two Years” and “Three Years,” abstentions and, if applicable, broker non-votes; and, with respect to the any other matters properly brought before the Annual Meeting that proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes.

What impact does a Withhold vote have?

For Proposal No. 1 only, with respect to each nominee, you may either vote “For” the election of such nominee or “Withhold” your vote with respect to the election of such nominee. If you vote “For” the election of a nominee, your common shares will be voted accordingly. If you select “Withhold” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee but will be considered in the application of the majority vote policy described in “Proposal No. 1 Election of Directors” under “Background” below.

What constitutes a quorum for the Annual Meeting?

A minimum of two persons who either are, or represent by proxy, shareholders holding, in the aggregate, at least 25% of the outstanding common shares entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld and broker non-votes will be counted for purposes of determining the presence of a quorum.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced during the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results. 

What if amendments are made to these proposals or if other matters are brought before the Annual Meeting?

The Proxy Card also gives discretionary authority to proxyholders to vote as the proxyholders see fit with respect to amendments or variations to proposals identified in the Notice or other matters that may come before the Annual Meeting whether or not the amendment, variation or other matter that comes before the Annual Meeting is or is not routine and whether or not the amendment, variation or other matter that comes before the Annual Meeting is contested.

As of the date of this Proxy Statement, the Board is not aware of any such amendments, variations or other matters to come before the Annual Meeting. However, if any such changes that are not currently known to the Board should properly come before the Annual Meeting, the common shares represented by your proxyholders will be voted in accordance with the best judgment of the proxyholders.

Who is soliciting my proxy?

Management of the Company is soliciting your proxy for use during the Annual Meeting. All associated costs of solicitation will be borne by the Company. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement, by telephone, Internet, telegraph, courier service, telecopies or other electronic means by Directors, officers or employees of the Company without special compensation. The Company will bear the entire cost of solicitation, including the preparation, assembly, Internet hosting, maintaining a dedicated call line, and printing and mailing the Notice and, if applicable, the Proxy Statement and form of Proxy Card. The Company will pay those entities holding common shares in the names of their beneficial owners, such as brokers, nominees, fiduciaries and other custodians, for their reasonable fees and expenses in forwarding solicitation materials to their beneficial owners and for obtaining their instructions. We anticipate that the Notice will be distributed to shareholders on or about April 30, 2025.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

When are shareholder proposals and director nominations due for the 2026 Annual Meeting of Shareholders?

Shareholder Proposals

To be considered for inclusion in next year’s proxy materials, a shareholder proposal must be submitted in writing on or before (i) February 10, 2026 for proposals submitted pursuant to Rule 14a-8 promulgated under the Exchange Act or (ii) January 30, 2026 for proposals submitted pursuant to Chapter VII, Division 1 of the Business Corporations Act (Québec) (the “QBCA”), and provided such shareholder proposal satisfies all the other requirements for shareholder proposals under Rule 14a-8 or the QBCA, as applicable. Any such proposals should be submitted to: Company Secretary; 1111 Dr. Frederik-Philips Boulevard, Suite 420, Montréal, Québec, Canada H4M 2X6. If you wish to submit a shareholder proposal for the 2026 Annual Meeting of Shareholders and you do not submit a valid shareholder proposal to the Company before January 30, 2026, then the Company will not be required to include such proposal in the proxy materials for the 2026 Annual Meeting of Shareholders.

Director Nominations

Nominations for director (made other than pursuant to a shareholder proposal) for inclusion in next year’s proxy materials must satisfy the criteria and procedures prescribed under the QBCA and in the Company’s by-laws adopted by the Board on April 10, 2019 and ratified by the shareholders on April 29, 2019 (the “Bylaws”). For additional information regarding the deadlines and procedures for submitting such nominations for the 2026 Annual Meeting of Shareholders, please see the discussion on page 88 under “Shareholder Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders” as well as the Bylaws which were filed on SEDAR at www.sedar.com on May 14, 2019.

How can I contact the independent Directors and/or the Chairperson of the Board?

You may contact the independent Directors and/or the Chairperson of the Board with the assistance of the Company’s Investor Relations Department. Shareholders or other interested persons can call or send a letter, email or fax to:

Milestone Pharmaceuticals Inc.
Investor Relations
1111 Dr. Frederik-Philips Boulevard, Suite 420
Montréal, Québec, Canada H4M 2X6
Phone: (514) 336-0444
Email: ir@milestonepharma.com

Whom should I contact if I have questions concerning the Proxy Statement or the Proxy Card?

If you have questions concerning the information contained in this Proxy Statement or require assistance in completing the Proxy Card, you may contact Milestone Investor Relations as provided above.

How can I contact the Company’s transfer agent?

You may contact the Company’s transfer agent by mail or by telephone (within Canada and the United States):

Computershare Investor Services Inc.
Address: 100 University Ave, 8th Floor, Toronto, Ontario M5J 2Y1
Email: Service@computershare.com
Fax: Within Canada and the United States at 1-866-249-7775; from all other countries at 416-263-9524
Phone (for all security transfer inquiries): Within Canada and the United States at 1-800-564-6253; from all other countries at 514-982-7555
Website: www.computershare.com

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Background

We have eight Director nominees standing for election at the Annual Meeting. Pursuant to the Company’s Bylaws, Directors are elected annually. Directors elected at the Annual Meeting will hold office until the close of the 2026 Annual Meeting of Shareholders of the Company or until their successors are duly elected or appointed, or until such Director’s earlier resignation or removal.

Each of the eight Director nominees has established his or her eligibility and willingness to serve on the Board. Set forth below are the names of the Director nominees together with details about their backgrounds and experience. All of the nominees for election at the Annual Meeting have previously been elected by our shareholders, other than Mr. Papa, who was appointed by our Board on September 3, 2024. Mr. Papa was identified as a potential director nominee by members of the board and management in connection with the Cooperation Agreement (as defined below).

Seven of the eight Director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the United States. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, all members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent Directors. For more details regarding the independence of director nominees, please see the discussion under the section entitled “Director Independence” on page 34.

Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the eight Director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Annual Meeting any of these Director nominees are unable or unwilling to serve, unless otherwise specified in the signed Proxy Card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE
EIGHT DIRECTOR NOMINEES NAMED IN THIS PROPOSAL NO. 1.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Each of the proposed Director nominees is an incumbent Director. Each Director nominee elected at the Annual Meeting will hold office until the close of the 2026 Annual Meeting of Shareholders or until his or her successor is duly elected or appointed, or until such Director’s earlier resignation or removal. None of the Directors or Director nominees were selected for nomination at this year’s Annual Meeting pursuant to any arrangement or understanding. None of the Directors or Director nominees are related by blood, marriage or adoption to one another or to any Named Executive Officer of the Company.

The following table sets forth the names and ages, as of the date of this Proxy Statement, of each of our Director nominees, and the subsequent narrative provides details about each of the Director nominees’ background and experience, and summarizes the specific attributes, competencies and characteristics that led to the Nominating and Corporate Governance Committee’s and the Board’s determination to nominate such individual as a Director for election by the shareholders at the Annual Meeting.

Director Nominees

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our Board currently consists of eight members. The Company’s articles provide that the number of directors shall be a minimum of three and a maximum of 15 members, which number will be determined from time to time by resolution of the Board in accordance with the Bylaws. Members of our Board are elected at each annual meeting of our shareholders and serve until their successors are elected or appointed, unless their office is vacated earlier. The term of office for each of the directors will expire at the time of our next annual shareholder’s meeting.

Director Independence

Under the Nasdaq Stock Market LLC (“Nasdaq”) Marketplace Rules (the “Nasdaq Listing Rules”), independent directors must comprise a majority of our Board as a public company within one year of listing.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that all of our directors except Joseph Oliveto do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, the listing requirements of the Nasdaq Listing Rules, and National Instrument 52-110 “Audit Committees.” Our Board has determined that Joseph Oliveto, by virtue of his employment with us, is not independent under applicable rules and regulations of the SEC and the Nasdaq Listing Rules. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director.

Family Relationships and Other Arrangements

There are no family relationships among our directors and executive officers. Stuart Duty, Joseph C. Papa and Andrew Saik were appointed to the Board in connection with a cooperation agreement, entered into between the Company and Alta Fundamental Advisers LLC on July 14, 2024 (the “Cooperation Agreement”).

Board Leadership Structure

The Board has an independent chair, Robert Wills, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the chairperson of the Board (the “Board Chair”) has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its shareholders. As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss with management and the auditor, as appropriate, the Company’s guidelines and policies with respect to financial risk management and financial risk assessment, including the Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures. In addition, the Audit Committee considers management risks relating to data privacy, technology and information security, including cybersecurity, and back-up of information systems and the steps the Company has taken to monitor and control such exposures as well as overseeing the performance of our internal audit function, as applicable. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Nominating and Corporate Governance Committee also oversees and reviews with management the Company’s major legal compliance risk exposures and the steps management has taken to monitor or mitigate such exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. In connection with its reviews of the operations and corporate functions of the Company, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.

Meetings of Independent Directors

The Corporate Governance Guidelines provide that at any meeting of the Board, the independent Directors of the Board shall meet in executive session and that an opportunity shall be provided during the meeting for any member of the Board to make such a request. According to the Corporate Governance Guidelines, executive sessions of the Board are meetings of the Board at which members of management and any non-independent Directors are not present. Consequently, the independent Directors currently meet in executive sessions, chaired by our Board Chair, at a majority of our regularly scheduled Board meetings. Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.

Meetings of the Board of Directors; Annual Meeting Attendance

The Board met 19 times during 2024. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member, with the exception of Mr. Saik, who was unable to attend one of the two Audit Committee meetings held during the portion of the fiscal year during which he was a member due to a scheduling conflict.

It is our policy to encourage our directors to attend the Annual Meeting. We anticipate that a majority of the members of the Board will attend the Annual Meeting.

The attendance record of each Director for all Board meeting held since January 1, 2024 is set out below:

Board Mandate

The Board is responsible for the overall stewardship of the Company and its business, including supervising the management of the Company’s business and affairs. The Board discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board and to our officers. Under the Mandate of the Board (the “Board Mandate”), the Board has established committees to assist with its responsibilities. Our current standing Board committees are (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Nominating and Corporate Governance Committee.

Under the Board Mandate, the Board is responsible for, among other things, the following corporate governance-related matters: (i) overseeing the Company’s performance and the quality, depth and continuity of management needed to meet the Company’s strategic objectives; (ii) developing and approving the Company’s approach to and practices regarding corporate governance; (iii) succession planning; (iv) overseeing orientation and education programs for new Directors and ongoing education opportunities for continuing Directors; (v) reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure preserve and enhance the business of the Company and the Company’s underlying value; (vi) approving and assessing compliance with all significant policies and procedures by which the Company is operating, including the Company’s Code of Business Conduct and Ethics (as described below); (vii) reviewing the Company’s principal risks and assessing whether appropriate systems are in place to manage such risks; and (viii) ensuring the integrity and adequacy of the Company’s internal controls.

The Board Mandate is attached to this Proxy Statement as Annex A.

Descriptions of Key Positions

The Board determines the delineation of roles and responsibilities for key management and board committee positions. The general duties of the Chief Executive Officer and of the Board Chair are set forth in the Bylaws, which were filed on SEDAR at www.sedar.com on May 14, 2019. The chairs of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, respectively, have authority, among other things, to call and preside over committee meetings, to set meeting agendas and to determine materials to be distributed to such committee. The authorities of each respective committee and committee chair are further described in the committee charters, which are available on the Company’s website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”).

Orientation and Continuing Education

The Nominating and Corporate Governance Committee oversees the Board’s continuing education program, which was developed to assist Directors in maintaining or enhancing their skills and abilities as Directors and updating their knowledge and understanding of the Company and the pharmaceutical industry. New Directors are oriented to the roles of the Board and individual Directors and the business and affairs of the Company through discussions with the incumbent Directors and the Company’s management by periodic presentations from senior management on major business, industry and competitive issues. Management and outside advisors provide information and education sessions to the Board and its committees as necessary to keep the Directors up-to-date with, among other things, (i) disclosure and corporate governance requirements and best practices; (ii) the Company, its business and the environment in which it operates, and (iii) developments in the responsibilities of Directors. The Board may invite representatives of various business units to Board meetings to discuss business strategy and market analysis, as well as make on-site visits of the operations of the Company at the various facilities of the Company. Directors may also attend outside conferences and seminars that are relevant to their roles at the Company’s expense, with the approval of the Board Chair.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions, and agents and representatives. The full text of our code of business conduct and ethics is available on our website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”). The Nominating and Corporate Governance Committee of our Board is responsible for monitoring compliance with our code of business conduct and ethics and any waivers applicable to any director, executive officer or employee. If we ever were to amend or waive any provision of our code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K and by making the applicable filings in Canada on SEDAR+. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.

In addition, under the Civil Code of Québec, to which we are subject as a legal person existing under the QBCA, and under the QBCA, a director must immediately disclose to the board any situation that may place him or her in a conflict of interest. Any such declaration of interest is recorded in the minutes of proceeding of the Board. The director abstains, except if required, from the discussion and voting on the question. In addition, it is our policy that an interested director recuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest. To the Company’s knowledge, since January 1, 2024, no conduct of any director or executive officer of the Company has constituted a departure from the Code of Business Conduct and Ethics.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of Directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed on our website at investors.milestonepharma.com.

Insider Trading Arrangements and Policies

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and designated consultants that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. Further, subject to the provisions of the Insider Trading Policy, we permit our directors and certain employees, including our named executive officers, to adopt the Exchange Act Rule 10b5-1 trading plans (“10b5-1 plans”). Under our Insider Trading Policy, 10b5-1 plans may only be adopted or modified with the approval of our clearing officer under our Insider Trading Policy and only when such individual does not otherwise possess material nonpublic information about the Company. A copy of our Insider Trading Policy is filed as exhibit 19.1 to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. In addition, it is our intent to comply with applicable laws and regulations relating to insider trading.

Policy on Hedging and Pledging

Under our Insider Trading Policy, all of our directors, employees and consultants, including our named executive officers, are prohibited from, among other things, engaging in short sales, holding Company securities in a margin account or pledging Company securities as collateral for a loan, hedging of our share ownership positions and transactions involving derivative securities relating to our capital stock.

Limitation on Liability and Indemnification Matters

Under the QBCA and our Bylaws, we must indemnify our current or former directors and officers, mandataries or any other individuals who act or has acted at our request as a director or officer of a related entity, against all costs, charges and expenses reasonably incurred by such individual in connection with any civil, criminal, administrative, investigative or other proceeding in which such individual is involved because of his or her association with us or such a related entity. The QBCA also provides that we may also make an advance payment to such individual for costs, charges and expenses reasonably incurred in connection with such a proceeding, provided, however, that such individual shall repay such advance payment if he or she does not fulfill the conditions described below.

Indemnification is prohibited under the QBCA unless the individual:

In the case of actions by or on behalf of the Company, the Company may make such advance payments or indemnify such individuals against all costs, charges and expenses reasonably incurred by such individual in connection with such actions, only if the person fulfills the conditions set forth above and only with the approval of the court.

In addition, we have entered, and intend to continue to enter, into separate indemnity agreements with each of our directors and officers. These indemnity agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as a director or officer, or any other company or enterprise to which the person provides services at our request. We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe that these provisions in our Bylaws and these indemnity agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Securities Act and is therefore unenforceable.

Shareholder Communications with the Board

Shareholder communications will be reviewed by the Corporate Secretary of the Company, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). All communications directed to the Audit Committee in accordance with our Whistleblower Policy for Accounting and Auditing Matters that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee. We also have a corporate ethics hotline to allow complaints related to questionable accounting or auditing matters, which are immediately directed to the chairman of the Audit Committee.

Assessments 

The Nominating and Corporate Governance Committee is responsible for the periodic review and assessment of the Boards overall composition, makeup, performance and effectiveness and provides the results of these reviews to the Board for further discussion as appropriate.

Director Term Limits and Other Mechanisms of Board Renewal

There are no specific term limits for directors on the Board or other mechanisms of board renewal that have been adopted. The Board does not believe it should limit the number of terms for which an individual may serve as a director. Directors who have served on the Board for an extended period of time are able to provide continuity and valuable insight into the Company, the Company’s operations and prospects based on their experience with, and understanding of, the Company’s history, policies and objectives. The Board believes that, as an alternative to term limits, the director evaluation and board renewal process described in our Corporate Governance Guidelines can ensure that the Board continues to evolve and adopt new ideas and viewpoints. The Corporate Governance Guidelines are available on our website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”).

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting information for the year ended December 31, 2024 for the Audit, Compensation and Corporate Governance Committees:

† Financial Expert

* Committee Chair

Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Each of the committees operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board for approval. The charters are all available on our website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”). The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.

Audit Committee

The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions and meets regularly with the Company’s internal auditor and independent registered public accounting firm in separate executive sessions. The Audit Committee evaluates the performance of and assesses the qualifications of the Company’s independent auditor; determines whether to recommend retaining, or to terminate, the engagement of the independent auditors or to appoint and engage a new independent auditor; reviews and recommends the retention of the independent auditor to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditor on the Company’s audit engagement team as required by law; reviews and approves or disapproves transactions between the Company and any related persons; confers with management, and the Company’s independent registered public accounting firm, as appropriate, regarding the effectiveness of internal control over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; meets to review the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Audit Committee also monitors compliance with legal and regulatory requirements as well as data privacy, technology and information security, including cybersecurity, and back-up of information systems and governance framework to continually assess risk. The Audit Committee met four times during 2024.

As of the date of this proxy statement, our Audit Committee consists of Michael Tomsicek, Robert J. Wills and Andrew R. Saik. Our Board has determined that all current members of the Audit Committee are financially literate and are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The chair of our Audit Committee is Michael Tomsicek. Our Board has determined that Mr. Tomsicek is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulations S-K. Our Board has also determined that each member of our Audit Committee can read and understand fundamental financial statements, in accordance with applicable requirements. In arriving at these determinations, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. See “—Nominees for Election to the Board” above.

The Audit Committee charter is available on our website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”), or in Appendix A entitled “Charter of the Audit Committee” in the Canadian prospectus filed on May 13, 2019 on SEDAR at www.sedar.com.

Report of the Audit Committee of the Board

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee of the Board has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Respectfully submitted,

Michael Tomsicek
Robert Wills
Andrew R. Saik

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The Compensation Committee acts on behalf of the Board to review, modify (as needed) and approve, or review and recommend, as applicable, the overall compensation strategy and policies for the Company, including:

As of the date of this proxy statement, our Compensation Committee consists of Seth H.Z. Fischer, Michael Tomsicek and Joseph C. Papa. Our Board has determined that all members are independent under the Nasdaq Listing Rules and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our Compensation Committee is Mr. Fischer. The Compensation Committee met eight times during 2024.

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisers or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisers and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after assessing the independence of such person in accordance with SEC and Nasdaq requirements that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.

During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq, the Compensation Committee engaged Aon Human Capital Solutions, a division of Aon plc (“Aon”), a compensation consulting firm, as a compensation consultant. The Compensation Committee has assessed Aon’s independence and determined that Aon had no conflicts of interest in connection with its provisions of services to the Compensation Committee. Specifically, the Compensation Committee engaged Aon to provide market data, peer group analysis and conduct an executive, staff and board compensation assessment analyzing the current cash and equity compensation of our executive officers and directors against compensation for similarly situated executives and directors at our peer group. Our management did not have the ability to direct Aon’s work.

Historically, our Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and proposed to the Board new performance objectives at one or more meetings held during the first quarter of the year. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which recommends to the Board any adjustments to his compensation as well as awards to be granted.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is currently, or has been at any time, one of our executive officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the Board or compensation committee of any entity that has one or more executive officers serving as a member of our Board or on our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee makes recommendations regarding corporate governance, the composition of our Board, identification, evaluation and nomination of director candidates (consistent with criteria approved by the Board) and the structure and composition of committees of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for developing and recommending corporate governance guidelines to our Board, as applicable to the Company. The Nominating and Corporate Governance Committee met five times during 2024.

As of the date of this proxy statement, our Nominating and Corporate Governance Committee consists of Robert J. Wills, Lisa M. Giles and Stuart M. Duty. The chair of our Nominating and Corporate Governance Committee is Robert J. Wills. Each member of the Nominating and Corporate Governance Committee is a non-employee director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act, an independent director as defined by the Nasdaq Listing Rules and is free from any relationship that would interfere with the exercise of his independent judgment, as determined by the Board in accordance with the applicable Nasdaq Listing Rules.

The Nominating and Corporate Governance Committee believes that candidates for director should have the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having experience as a board member or executive officer of another publicly held company, having a diverse personal background, perspective and experience and having the commitment to rigorously represent the long-term interests of our shareholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers factors such as professional and industry experience, diversity of skills, personal background and perspective and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The Nominating and Corporate Governance Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

Submitting Director Recommendations to the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will also consider recommendations for Director nominees submitted by the Company’s shareholders. Shareholders who desire to have the Nominating and Corporate Governance Committee consider their recommendations for nominees for Director should submit their submission in writing to the Nominating and Corporate Governance Committee, attention: Committee Chairperson. Recommendations made by shareholders in such manner will undergo the same evaluation as other Board recommended nominees. For more detailed information on this evaluation process, please refer to the charter of the Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee Charter”) which is available on the Company’s website at investors.milestonepharma.com (under the tab “Governance” and under the subtab “Governance Documents”). For additional information regarding the standards for nominees to the Board, please refer to our Corporate Governance Guidelines.

In order for a shareholder’s Director nominee to be included in the management proxy circular and proxy statement as a nominee for an annual meeting of shareholders, such shareholder’s nomination must satisfy the criteria and procedures prescribed under the QBCA and in our Bylaws. For additional information regarding the deadlines, conditions, requirements and procedures for submitting such nominations for the 2026 Annual Meeting of Shareholders, please see the discussion on page 88 under “Shareholder Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders” as well as our Bylaws, which were filed on SEDAR at www.sedar.com on May 14, 2019.

PROPOSAL NO. 2

APPOINTMENT OF AUDITOR

The Audit Committee recommended to the Board that PwC be put before the shareholders at the Annual Meeting for appointment as our auditor to serve until the close of the 2026 Annual Meeting of Shareholders. The Board has accepted and endorsed this recommendation.

Under the QBCA, at each annual meeting of shareholders, shareholders of a corporation appoint, by a majority of votes cast in respect of that proposal, an auditor to hold office until the close of the next annual meeting of shareholders. Notwithstanding the foregoing, if an auditor is not appointed at a meeting of shareholders, the incumbent auditor continues in office until a successor is appointed. PwC currently serves as auditor of the Company and, therefore, shall continue to serve as the Company’s auditor in the event that this proposal is not adopted by the shareholders. PwC has served as auditor of the Company since the fiscal year ending on December 31, 2019.

A simple majority of votes cast at the Annual Meeting, whether via the virtual meeting portal, or by proxy or otherwise, will be required to appoint PwC. You may either vote “For” or “Against” the appointment of PwC or “Abstain” from voting respect to such appointment. If you vote “For” the appointment of PwC, your common shares will be voted accordingly. If you select “Abstain” with respect to the appointment of PwC, your vote will not be counted as a vote cast for the purposes of appointing PwC.

We expect that a representative of PwC will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from shareholders.

As a shareholder of the Company, you are invited to vote with respect to the appointment of PwC as the auditor for the Company to hold office until the close of the 2026 Annual Meeting of Shareholders and to authorize the Board to fix the auditor’s remuneration.

The Board recommends a vote in favor of the following resolution:

“RESOLVED, that the shareholders of Milestone Pharmaceuticals Inc. (the “Company”) hereby appoint PricewaterhouseCoopers LLP to serve as auditor for the Company until the close of the 2026 Annual Meeting of Shareholders and the Board of the Company is hereby authorized to fix the auditor’s remuneration.”

AUDITOR FEES

Information on the fees paid by the Company to PwC, the Company’s independent registered public accounting firm and independent registered public accounting firm for the years ended December 31, 2024 and December 31, 2023 is set forth below.

 All auditor fees must be approved by our Audit Committee and all fees described above were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted procedures requiring the pre-approval of all non-audit services performed by our independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the Audit Committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services. The Audit Committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management. The standard applied by the Audit Committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid therefore and other related factors are consistent with the independent registered public accounting firm’s independence under guidelines of the SEC and applicable professional standards. Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the role of management or in an advocacy role, whether the independent registered public accounting firm’s performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public accounting firm’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firm’s ability to exercise independent judgment in performing the audit.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

PROPOSAL NO. 3

2019 Equity Incentive Plan Amendment

On July 5, 2022, our shareholders approved an amendment to the Company’s 2019 Equity Incentive Plan (as so amended, the “2019 Plan”). On April 30, 2025, the Board further amended the Company’s 2019 Plan, subject to shareholder approval, to among other things, increase the number of common shares authorized for issuance under the 2019 Plan by four million shares. We refer to the 2019 Plan, as further amended in April 2025, as the “Amended 2019 Plan” throughout this proxy statement. References in this proposal to the Board include the Compensation Committee, where applicable.

The material terms of the Amended 2019 Plan are summarized below. The key differences between the terms of the 2019 Plan and the Amended 2019 Plan are as follows:

The Board believes the Amended 2019 Plan is an integral part of our long-term compensation philosophy and is necessary to continue providing the appropriate levels and types of equity compensation for our employees and to attract new employees.

Equity Awards Are an Important Part of Our Compensation Philosophy 

The Board believes that the grant of equity awards is a key element underlying our ability to attract, retain and motivate our employees, non-employee directors and consultants because of the strong competition for highly trained and experienced individuals among biopharmaceutical companies. Strategic use of a broad-based equity program is core to our compensation philosophy that has historically granted long-term equity incentive awards to all employees on an annual basis to, among other things, align our employees’ interests with those of our stockholders by creating a culture of ownership. The Amended 2019 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for our industry. To date, equity awards have been a key aspect of our program to attract and retain key employees, non-employee directors and consultants. We believe the use of equity awards strongly aligns the interests of our employees with those of our shareholders by placing a considerable proportion of our employees’ total compensation “at risk” because it is contingent on the appreciation in value of our common shares. In addition, we believe equity awards encourage employee ownership of our common shares and promote retention through the reward of long-term Company performance. The Amended 2019 Plan allows us to utilize a broad array of equity incentives with flexibility in designing such incentives, including traditional option grants, share appreciation rights, restricted share awards, restricted share unit awards, performance share awards and other share awards.

As of April 15, 2025, 919,575 shares remained available for future grant under the 2019 Plan. The Board believes that the issuance of equity awards is a key element underlying our ability to recruit, retain and motivate key employees, consultants and directors, better aligns the interests of such persons with those of our shareholders, and is a substantial contributing factor to our success and the future growth of our business. However, we believe that the common shares currently available for grant under the 2019 Plan will be insufficient to meet our anticipated recruiting and retention needs. Additionally, 100% of the awards outstanding under the Plan were “underwater,” or trading below their strike price, as of April 15, 2025. Therefore, the Board believes that the approval of the Amended 2019 Plan is in the best interests of the Company and its shareholders and recommends a vote in favor of this Proposal No. 3.

As of April 15, 2025, share awards covering an aggregate of 10,665,765 common shares were outstanding under the 2019 Plan.

If our request to increase the share reserve of the 2019 Plan by 4,000,000 shares is approved, we will have approximately 4,919,575 common shares available for grant after the Annual Meeting, which the Board believes will provide sufficient equity for attracting, retaining and motivating employees for approximately one to two years, although the actual duration may vary based on changes in factors such as stock price fluctuation, estimated headcount, changes to business conditions and/or company strategies and projected equity award cancellations.

We Carefully Manage the Use of Equity Awards 

Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing shareholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize shareholders’ value by granting the appropriate number of equity awards necessary to attract, retain and motivate employees, non-employee Directors and key consultants.

The following table provides certain additional information regarding our use of equity awards.

Common measures of an equity incentive plan’s cost include burn rate, dilution and overhang. The burn rate refers to how fast a company uses the supply of shares authorized for issuance under its equity incentive plan. Over the last three years, we have maintained an average burn rate of 4.7% of shares outstanding per year. Dilution measures the degree to which our shareholders’ ownership has been diluted by share-based compensation awarded under our equity incentive plans and also includes shares that may be awarded under our equity incentive plans in the future (“overhang”).

The following table shows how our key equity metrics have changed over the past three years:

In evaluating whether to approve the Amended 2019 Plan, the Board and Compensation Committee reviewed our historical issuances under the 2019 Plan and considered our future needs for equity awards under the 2019 Plan, based on our plans for future expansion and growth in light of our anticipated recruiting and retention needs, including with regard to the potential expansion of our commercialization and clinical development efforts, and changes in Company capitalization and dilution. We intend to grant future equity awards under the Amended 2019 Plan in amounts that are reasonable and based on market data prepared by the independent compensation consultant to the Compensation Committee.

The approval of the Amended 2019 Plan will allow us to continue to grant options, and would allow us to grant other awards described below, at levels determined appropriate by the Board or the Compensation Committee. The Amended 2019 Plan will continue to provide us with flexibility in designing equity incentives in an environment where competition for highly trained and experienced employees, non-employee directors and consultants is high among biopharmaceutical companies. The Amended 2019 Plan will allow us to continue to utilize equity awards as long-term incentives to secure and retain the services of our employees, non-employee directors and consultants, consistent with our compensation philosophy and common compensation practice for our industry.

The Amended 2019 Plan Combines Compensation and Governance Best Practices 

The Amended 2019 Plan includes both updated and maintained provisions that are designed to protect our shareholders’ interests and to reflect corporate governance best practices, including the following key aspects:

Shareholder Approval

If this Proposal No. 3 is approved by our shareholders, the Amended 2019 Plan will become effective as of the date of the Annual Meeting. In the event that our shareholders do not approve this Proposal No. 3, the Amended 2019 Plan will not become effective and the 2019 Plan will continue to be effective in accordance with its terms. If our Amended 2019 Plan is not approved, the Board of Directors believes that we will not have sufficient shares available under the 2019 Plan to make grants to help us retain top employees and other service providers and, unless we increase our Inducement Plan without the approval of our shareholders (pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules), we will not be able to use equity compensation awards to attract new employees.

Description of Amended 2019 Plan 

The material features of the Amended 2019 Plan are described below. The following description of the Amended 2019 Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended 2019 Plan. Shareholders are urged to read the actual text of the Amended 2019 Plan in its entirety, which is attached to this proxy statement as Annex B.

Awards. Our Amended 2019 Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), share appreciation rights, restricted share awards, restricted share unit awards, performance share awards, performance cash awards and other forms of share awards to employees, directors and consultants, including employees and consultants of our affiliates.

Eligibility. All of our (including our affiliates’) employees, non-employee directors and consultants are eligible to participate in the Amended 2019 Plan and may receive all types of awards other than ISOs. ISOs may be granted under the Amended 2019 Plan only to our employees. As of April 15, 2025, we had 37 employees, seven non-employee directors and five consultants who received equity grants in 2024 or 2025.

Authorized Shares. Subject to adjustment for certain changes in our capitalization, the aggregate number of common shares that may be issued under the Amended 2019 Plan will not exceed the sum of (i) 4,000,000 new shares; (ii) 2,923,501 shares previously approved by the Company’s shareholders under the 2019 Plan; and (iii) the number of shares (not to exceed 2,787,063 shares) (A) that remained available for the issuance of awards under our 2011 Plan at the time our 2019 Plan became effective, and (B) any shares subject to outstanding options or other share awards that were granted under our 2019 Plan or 2011 Plan that terminate or expire prior to exercise or settlement, are forfeited because of the failure to vest or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price.

The maximum number of our common shares that may be issued on the exercise of ISOs under our Amended 2019 Plan is 29,131,292 shares.

The Amended 2019 Plan will not include an “evergreen” provision following shareholder approval of the Amended 2019 Plan.

Shares subject to share awards granted under our Amended 2019 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under our Amended 2019 Plan. If any common shares issued pursuant to a share award are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required to vest, the shares that are forfeited or repurchased will revert to and again become available for issuance under the Amended 2019 Plan. Any shares subject to an award that are surrendered in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a share award will again become available for issuance under the Amended 2019 Plan.

The maximum number of common shares subject to share awards granted under the Amended 2019 Plan or otherwise during any one calendar year to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such calendar year for service on the Board, will not exceed $750,000 in total value (calculating the value of any such share awards based on the grant date fair value of such share awards for financial reporting purposes), or, with respect to the calendar year in which a non-employee director is first appointed or elected to the Board, one million one hundred thousand dollars ($1,100,000).

Plan Administration. Our Board, or a duly authorized committee of our Board, will administer our Amended 2019 Plan and is referred to as the “plan administrator” herein. Our Board may also delegate to one or more of our officers the authority to (1) designate employees (other than officers) to receive specified share awards and (2) determine the number of shares subject to such share awards. Under our Amended 2019 Plan, our Board has the authority to determine award recipients, grant dates, the numbers and types of share awards to be granted, the applicable fair market value, and the provisions of each share award, including the period of exercisability and the vesting schedule applicable to a share award.

Under the Amended 2019 Plan, the Board also generally has the authority to effect, with the consent of any adversely affected participant, (A) the reduction of the exercise, purchase, or strike price of any outstanding award; (B) the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration; or (C) any other action that is treated as a repricing under generally accepted accounting principles.

Options. ISOs and NSOs are granted under option agreements adopted by the plan administrator. The plan administrator determines the exercise price for options, within the terms and conditions of the Amended 2019 Plan, provided that the exercise price of an option generally cannot be less than 100% of the fair market value of our common shares on the date of grant. Options granted under the Amended 2019 Plan vest at the rate specified in the option agreement as determined by the plan administrator.

The plan administrator determines the term of options granted under the Amended 2019 Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s option agreement provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of common shares issued upon the exercise of an option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) a net exercise of the option if it is an NSO, or (4) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer in each case, (i) an option may be transferred pursuant to a domestic relations order, official marital settlement agreement, or other divorce or separation instrument and (ii) an optionholder may designate a beneficiary who may exercise the option following the optionholder’s death.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common shares with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our equity benefit plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own shares possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the shares subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Share Unit Awards. Restricted share unit awards are granted under restricted share unit award agreements adopted by the plan administrator. Restricted share unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our Board and permissible under applicable law. A restricted share unit award may be settled by cash, delivery of shares, a combination of cash and shares as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted share unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted share unit award. Except as otherwise provided in the applicable award agreement, restricted share unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Share Awards. Restricted share awards are granted under restricted share award agreements adopted by the plan administrator. A restricted share award may be awarded in consideration for cash, check, bank draft or money order, past or future services to us, or any other form of legal consideration that may be acceptable to our Board and permissible under applicable law. The plan administrator determines the terms and conditions of restricted share awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, we may receive any or all of the common shares held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Share Appreciation Rights. Share appreciation rights are granted under share appreciation right agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a share appreciation right, which generally cannot be less than 100% of the fair market value of our common shares on the date of grant.

A share appreciation right granted under the Amended 2019 Plan vests at the rate specified in the share appreciation right agreement as determined by the plan administrator.

The plan administrator determines the term of share appreciation rights granted under the Amended 2019 Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested share appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the share appreciation right following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested share appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, share appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a share appreciation right be exercised beyond the expiration of its term.

Performance Awards. The Amended 2019 Plan permits the grant of performance-based share and cash awards. Our compensation committee may structure awards so that the share or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

The performance goals that may be selected include one or more of the following: (i) sales; (ii) revenues; (iii) assets; (iv) expenses; (v) market penetration or expansion; (vi) earnings from operations; (vii) earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization, incentives, service fees or extraordinary or special items, whether or not on a continuing operations or an aggregate or per share basis; (viii) net income or net income per common share (basic or diluted); (ix) return on equity, investment, capital or assets; (x) one or more operating ratios; (xi) borrowing levels, leverage ratios or credit rating; (xii) market share; (xiii) capital expenditures; (xiv) cash flow, free cash flow, cash flow return on investment, or net cash provided by operations; (xv) share price, dividends or total shareholder return; (xvi) development of new technologies or products; (xvii) sales of particular products or services; (xviii) economic value created or added; (xix) operating margin or profit margin; (xx) customer acquisition or retention; (xxi) raising or refinancing of capital; (xxii) successful hiring of key individuals; (xxiii) resolution of significant litigation; (xxiv) acquisitions and divestitures (in whole or in part); (xxv) joint ventures and strategic alliances; (xxvi) spin-offs, split-ups and the like; (xxvii) reorganizations; (xxviii) recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings; (xxix) or strategic business criteria, consisting of one or more objectives based on the following goals: achievement of timely development, design management or enrollment, meeting specified market penetration or value added, payor acceptance, patient adherence, peer reviewed publications, issuance of new patents, establishment of or securing of licenses to intellectual property, product development or introduction (including, without limitation, any clinical trial accomplishments, regulatory or other filings, approvals or milestones, discovery of novel products, maintenance of multiple products in pipeline, product launch or other product development milestones), geographic business expansion, cost targets, cost reductions or savings, customer satisfaction, operating efficiency, acquisition or retention, employee satisfaction, information technology, corporate development (including, without limitation, licenses, innovation, research or establishment of third-party collaborations), manufacturing or process development, legal compliance or risk reduction, patent application or issuance goals, or goals relating to acquisitions, divestitures or other business combinations (in whole or in part), joint ventures or strategic alliances; and (xxx) other measures of performance selected by the Board.

The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Our Board is authorized at any time in its sole discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the dilution or enlargement of the rights of participants, (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting us, or our financial statements in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; or (c) in view of the Board’ assessment of our business strategy, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant. Specifically, the Board is authorized to make adjustment in the method of calculating attainment of performance goals and objectives for a performance period as follows: (i) to exclude the dilutive effects of acquisitions or joint ventures; (ii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; and (iii) to exclude the effect of any change in our outstanding common share by reason of any share dividend or split, share repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends. In addition, the Board is authorized to make adjustment in the method of calculating attainment of performance goals and objectives for a performance period as follows: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (v) to exclude the effects to any statutory adjustments to corporate tax rates; and (vi) to make other appropriate adjustments selected by the Board.

Other Share Awards. The plan administrator may grant other awards based in whole or in part by reference to our common shares. The plan administrator will set the number of shares under the share award and all other terms and conditions of such awards.

Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a share split, reverse share split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the Amended 2019 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of ISOs, (4) the class and maximum number of shares that may be awarded to any non-employee director and (5) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding share awards.

Corporate Transactions. Our Amended 2019 Plan provides that in the event of certain specified significant corporate transactions (or a change in control, as defined below), unless otherwise provided in an award agreement or other written agreement between us and the award holder, the plan administrator may take one or more of the following actions with respect to such share awards:

The plan administrator is not obligated to treat all share awards or portions of share awards in the same manner and is not obligated to take the same actions with respect to all participants.

Under the Amended 2019 Plan, a corporate transaction is generally the consummation of: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) a merger, amalgamation, arrangement or consolidation where we do not survive the transaction, or (4) a merger or consolidation where we do survive the transaction but our common shares outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction.

Change in Control. In the event of a change in control, the plan administrator may take any of the above-mentioned actions. Awards granted under the Amended 2019 Plan may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable share award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur. Under the Amended 2019 Plan, a change in control is generally (1) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding shares, (2) a merger, amalgamation, arrangement, consolidation or similar transaction in which our shareholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity) in substantially the same proportions as their ownership immediately prior to such transaction, (3) a sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our shareholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction, (4) a complete dissolution or liquidation of the company or (5) when a majority of our Board becomes comprised of individuals who were not serving on our Board on the date of the underwriting agreement related to our initial public offering, or the incumbent Board, or whose nomination, appointment, or election was not approved by a majority of the incumbent Board still in office.

Plan Amendment or Termination. Our Board has the authority to amend, suspend, or terminate our Amended 2019 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our shareholders. No ISOs may be granted after the tenth anniversary of the date our Board adopted our 2019 Plan. No share awards may be granted under our Amended 2019 Plan while it is suspended or after it is terminated.

U.S. Federal Income Tax Consequences 

The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the Amended 2019 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on their particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of shares acquired the Amended 2019 Plan. The Amended 2019 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of an NSO if the option is granted with an exercise price equal to the fair market value of the underlying shares on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying shares on the date of exercise of the option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option, and the participant’s capital gain holding period for those shares will begin on that date.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

Incentive Stock Options

The Amended 2019 Plan provides for the grant of options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the option was granted and more than one year from the date the option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share acquired upon exercise of an ISO exceeds the exercise price of the option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the option is exercised.

We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

Restricted Share Awards

Generally, the recipient of a restricted share award will recognize ordinary income at the time the shares are received equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. If, however, the shares are not vested when they are received (for example, if the employee is required to work for a period of time in order to have the right to sell the shares), the recipient generally will not recognize income until the shares become vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the shares on the date they become vested over any amount paid by the recipient in exchange for the shares. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following their receipt of the restricted share award, to recognize ordinary income, as of the date the recipient receives the restricted share award, equal to the excess, if any, of the fair market value of the shares on the date the restricted share award is granted over any amount paid by the recipient for the shares.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted share award will be the amount paid for such shares plus any ordinary income recognized either when the shares are received or when the shares become vested.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted share award.

Restricted Share Unit Awards

Generally, the recipient of a restricted share unit award structured to comply with the requirements of Section 409A of the Code or an exception to Section 409A of the Code will recognize ordinary income at the time the shares are delivered equal to the excess, if any, of the fair market value of the shares received over any amount paid by the recipient in exchange for the shares. To comply with the requirements of Section 409A of the Code, the shares subject to a restricted share unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted share unit award otherwise complies with or qualifies for an exception to the requirements of Section 409A of the Code (including delivery upon achievement of a performance goal), in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted share unit award will be the amount paid for such shares plus any ordinary income recognized when the shares are is delivered.

We will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted share unit award.

Share Appreciation Rights

Generally, if a share appreciation right is granted with an exercise price equal to the fair market value of the underlying shares on the grant date, the recipient will recognize ordinary income equal to the fair market value of the shares or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the share appreciation right.

Tax Consequences to the Company

Compensation of Covered Employees

Our ability to obtain a deduction, for U.S. federal income tax purposes, for amounts paid under the Amended 2019 Plan could be limited by Section 162(m) of the Code. Under Section 162(m) of the Code, compensation paid to any publicly held corporation’s “covered employees” (within the meaning of Section 162(m) of the Code) that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Awards granted under the Amended 2019 Plan will be subject to the deduction limit under Section 162(m) of the Code and will not be eligible to qualify for the performance-based compensation exception under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act.

Golden Parachute Payments

Our ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the Amended 2019 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.

New Plan Benefits 

The following table sets forth certain information regarding future benefits under the Amended 2019 Plan:

Plan Benefits Under 2019 Plan

The following table sets forth, for each of the individuals and groups indicated, the total number of our shares subject to awards that have been granted (even if not currently outstanding) under the 2019 Plan through April 15, 2025.

Registration with the SEC

If this Proposal No. 3 is approved by our shareholders, the Company will file a Registration Statement on Form S-8 with the SEC with respect to the shares of the Company’s common stock to be registered pursuant to the Amended 2019 Plan, as soon as reasonably practicable following shareholder approval.

The Board unanimously recommends a vote “FOR” Proposal No. 3.

PROPOSAL NO. 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC (the “Dodd-Frank Act”)), the Company is providing its shareholders the opportunity to cast a non-binding, advisory vote on the compensation of its named executive officers. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to express their views on the named executive officers’ compensation.

The Company’s named executive officer compensation program is designed to attract, reward and retain the caliber of officers needed to ensure the Company’s continued growth and profitability. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers described in this proxy statement. The compensation of our named executive officers is disclosed in the section of this proxy statement titled “Executive Compensation,” the compensation tables, and the related narrative disclosure contained therein. We believe that our named executive officer compensation program is competitive within our industry and strongly aligned with the long-term interests of our shareholders. Our Compensation Committee regularly reviews our named executive officer compensation program to ensure that it achieves the desired goals of aligning our named executive officer compensation structure with our shareholders’ interests and current market practices.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the shareholders of Milestone Pharmaceuticals Inc. (the “Company”) approve, on an advisory basis, compensation paid to the Company’s named executive officers, as disclosed in its proxy statement for the 2025 Annual Meeting, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion.”

Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the shareholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

PROPOSAL NO. 5

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The requirements of Section 14A of the Securities Exchange Act of 1934 (which was added by the Dodd-Frank Act) enable our stockholders to indicate their preference at least once every six years regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, as required by these rules, the Company is seeking the input of its stockholders on the frequency with which it will hold a non-binding, advisory vote on the compensation of its named executive officers (commonly known as a “frequency of say-on-pay” proposal). In voting on this Proposal No. 5, shareholders are provided with four choices. Shareholders may indicate their preference as to whether the advisory vote on the compensation of the Company’s named executive officers should occur (i) once every year, (ii) once every two years, (iii) once every three years; or (iv) the stockholders may abstain from voting on this Proposal No. 5.

After careful consideration, it is the opinion of the Board that the frequency of the shareholder vote on the compensation of the Company’s named executive officers should be once every year (i.e., annually). The Board of Director’s determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted and approved on an annual basis. By providing an advisory vote on executive compensation on an annual basis, our shareholders will be able to provide direct input on the Company’s compensation policies and practices, and the resulting compensation for the named executive officers, every year. Shareholders would have the opportunity to consider the Company’s most recent compensation decisions in the context of its pay-for-performance philosophy and focus on increasing long-term shareholder value, and to provide feedback to the Company in a timely way.

While the Board recommends an annual vote, shareholders are not voting to approve or disapprove of the Board of Director’s recommendation. Rather, shareholders are being provided with the opportunity to cast a non-binding, advisory vote, via the enclosed proxy card, on whether the shareholder advisory vote on named executive officer compensation should occur (i) once every year, (ii) once every two years, (iii) once every three years, or (iv) to abstain from voting on the matter.

The Board and the Compensation Committee value the opinions of the shareholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other options, even if less than a majority, the Board will consider the shareholders’ concerns and evaluate any appropriate next steps. However, because this vote is advisory and, therefore, not binding on the Board or the Company, the Board may decide that it is in the best interests of the shareholders that the Company hold an advisory vote on executive compensation more or less frequently than the option preferred by the shareholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or the Board.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE OF “ONE YEAR” FOR PROPOSAL NO. 5.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our share capital as of April 15, 2025 by:

The percentage ownership information is based on 53,464,273 common shares outstanding as of April 15, 2025.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common shares. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include common shares issuable pursuant to the exercise of options that are either immediately exercisable or exercisable within 60 days of April 15, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Milestone Pharmaceuticals Inc., 1111 Dr. Frederik-Philips Blvd., Suite 420, Montréal, Québec CA H4M 2X6.

*       Represents beneficial ownership of less than 1%.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers, including their ages as of the date of this Proxy Statement:

Biographical information for Joseph Oliveto is included in “Proposal No. 1 – Election of Directors – Nominees for Election.”

David Bharucha has served as our Chief Medical Officer since February 2022. Prior to becoming our Chief Medical Officer, Dr. Bharucha was with Allergan (a division of AbbVie as of 2020), where he held various roles, including serving as Vice President, R&D, Clinical Development Section Head from 2018 to 2021, as Associate Vice-President R&D, Clinical Development, Section Head from 2017 to 2018, and as Senior Director, Branded R&D Clinical Development from 2015 to 2016. His leadership positions included membership and chairing early- and late-stage research and development governance boards and serving on joint development committees with partner companies. Dr. Bharucha received his B.A. (Honors) degree in Biology from Haverford College, his Ph.D. degree in Biochemistry/Molecular Biology from the University of Chicago and his M.D. (Honors) degree from the University of Chicago, Pritzker School of Medicine. Dr. Bharucha became triple board-certified in Internal Medicine, Cardiovascular Disease, and Clinical Cardiac Electrophysiology, and served on the faculty of major medical centers.

Amit Hasija has served as our Chief Financial Officer and Executive Vice President of Corporate Development since September 2019. Prior to Milestone Pharmaceuticals, Mr. Hasija served as Chief Financial Officer and Chief Business Officer at Fulcrum Therapeutics. Prior to Fulcrum, he spent five years at Sanofi where he served as Vice President of North America Pharmaceutical Business Development. Prior to joining Sanofi over approximately 10 years, Mr. Hasija held positions in investment banking at Credit Suisse, Goldman Sachs and Deutsche Bank. He began his career at Merck. Mr. Hasija received a BS in Chemical Engineering from Drexel University and an MBA from New York University’s Stern School of Business.

Lorenz Muller has served as our Chief Commercial Officer since October 2017. Prior to joining our company, Mr. Muller served as the Vice President of Marketing at Exact Sciences Corporation, a molecular diagnostics company, from June 2016 through July 2017. Prior to that, Mr. Muller served as the Executive Director, Thrombosis at Daiichi Sankyo, Inc. from July 2008 through December 2015. Mr. Muller received his B.S. degrees in Chemical Engineering and Life Sciences and his M.S. degree in Chemical Engineering from the Massachusetts Institute of Technology. He received his MBA from the Harvard Graduate School of Business Administration.

Jeffrey Nelson has served as Milestone’s Chief Operating Officer since June 2020. He previously served as Milestone’s Vice President, Project Management from August 2018 until June 2020. Prior to that, Mr. Nelson was Vice President Program Management at Mateon Therapeutics, Inc. (now Oncotelic Therapeutics, Inc.), which was an oncology-focused biotech company, from September 2015 until November 2017. Mr. Nelson holds a BA in Economics from Brandeis University.

EXECUTIVE COMPENSATION

Our named executive officers for the year ended December 31, 2024, which consist of our principal executive officer and our next two most highly compensated executive officers who were serving as executive officers at the end of 2024 are:

Summary Compensation Table

The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2024 and 2023.

Narrative to the Summary Compensation Table

Our Board reviews compensation annually for all employees, including our named executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders and a long-term commitment to our Company.

Following the completion of our initial public offering in May 2019, our Compensation Committee has determined our executive officers’ compensation (other than for our chief executive officer) and has typically reviewed and discussed management’s proposed compensation for all executives other than our chief executive officer. Based on those discussions, the Compensation Committee then considered and approved the compensation of each executive officer other than our chief executive officer.

Our Compensation Committee, or the Board (upon recommendation of the Compensation Committee) determines the compensation of our chief executive officer.

Annual Base Salary

Base salaries for our executive officers are initially established through arm’s-length negotiations at the time of the executive officer’s hiring, taking into account such executive officer’s qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. The annual base salaries for each of Mr. Oliveto, Dr. Bharucha and Mr. Hasija for 2024 and 2023 are set forth in the table below:

In making decisions regarding salary increases, we may also draw upon the experience of members of our Board with executives at other companies. For fiscal year 2024, the Compensation Committee decided to maintain the same base salaries for all NEOs, without a merit increase, as a result of 2023 corporate performance and cash conservation measures.

Non-Equity Incentive Plan Compensation

In accordance with the terms of their employment agreements, as amended, our named executive officers are eligible to receive annual bonuses of up to a percentage of each executive’s gross base salary based on individual performance, company performance or as otherwise determined appropriate by our Board.

2024 Annual Bonus Information

For fiscal year 2024, the Compensation Committee decided to maintain the same target annual bonus opportunities for all NEOs.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align interests of our employees with those of our shareholders, including our executive officers. The Board and the Compensation Committee are responsible for approving equity grants. As of the date hereof, share option awards were the only form of equity awards we have granted to any of our executive officers.

We have historically used share options as an incentive for long-term compensation to retain and motivate our executive officers because they allow our executive officers to realize value only if our share price increases from the date of grant. We may grant equity awards at such times as our Board determines appropriate. In addition, in connection with our initial public offering in May 2019, our Board delegated certain authority to our Compensation Committee to grant equity awards. Our executives generally are awarded an initial grant in the form of a share option in connection with their commencement of employment with us. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

In 2024, our Compensation Committee determined that the equity grants for our NEOs would be a combination of performance-based stock options and PSUs, which vest subject to performance conditions as described further in “—Outstanding Equity Awards at Fiscal Year-End,” below. 100% of executives’ 2024 equity grants were tied to performance-based vehicles. None of these awards had vested as of April 15, 2025.

Prior to our initial public offering in May 2019, we granted all share options pursuant to our Stock Option Plan (the “2011 Plan”). Following our initial public offering, we have granted equity incentive awards under the terms of the 2019 Equity Incentive Plan (the “2019 Plan”). The terms of our equity plans are described below under “—Equity Incentive Plans.”

All options are granted with an exercise price per share that is no less than the fair market value of our common shares on the date of grant of such award. Our share option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events. See “—Outstanding Equity Awards at Fiscal Year-End.”

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2024.