v3.26.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2026
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, our officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated trading plans for the orderly disposition of the Company’s securities as set forth in the table below.

 

 

 

 

 

Adoption /

 

Type of Trading Arrangement

 

Total Shares of

 

 

 

 

 

 

 

Termination

 

Rule

 

Non-Rule

 

Common Stock

 

 

 

Name and Position

 

Action

 

Date

 

10b5-1(1)

 

10b5-1(2)

 

to be Sold

 

 

Expiration Date

Richard Lowenthal, on behalf of Richard E. Lowenthal Charitable Remainder UniTrust Dated January 7, 2020*
Former Chief Executive Officer

 

Termination(3)

 

August 28, 2026

 

X

 

 

 

 

1,050,000

 

 

May 14, 2027

Richard Lowenthal, on behalf of Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006*
Former Chief Executive Officer

 

Termination(3)

 

August 28, 2026

 

X

 

 

 

 

1,050,000

 

 

May 14, 2027

Sarina Tanimoto, on behalf of Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020*
Former Chief Medical Officer

 

Termination(3)

 

August 28, 2026

 

X

 

 

 

 

1,050,000

 

 

May 14, 2027

Sarina Tanimoto, on behalf of Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006*
Former Chief Medical Officer

 

Termination(3)

 

August 28, 2026

 

X

 

 

 

 

1,050,000

 

 

May 14, 2027

Eric Karas
Former Chief Commercial Officer

 

Termination(4)

 

August 18, 2026

 

X

 

 

 

 

100,000

 

 

January 29, 2027

Alexander Fitzpatrick
Chief Legal Officer

 

Termination(5)

 

August 30, 2026

 

X

 

 

 

 

103,355

 

 

December 31, 2026

Alexander Fitzpatrick
Chief Legal Officer

 

Adoption

 

September 4, 2026

 

X

 

 

 

 

454,652

 

 

September 1, 2028

_____________

(1)
Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2)
“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(3)
Represents the termination, as described in Rule 10b5-1(c) under the Exchange Act, of a trading plan adopted on May 21, 2025, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(4)
Represents the termination, as described in Rule 10b5-1(c) under the Exchange Act, of a trading plan adopted on December 11, 2025, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(5)
Represents the termination, as described in Rule 10b5-1(c) under the Exchange Act, of a trading plan adopted on December 5, 2025, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

* This plan, together with the other three plans marked with an asterisk in this table, are treated as a single “plan” because the individual constituent contracts with each broker-dealer, when taken together as a whole, meet all of the applicable conditions of Rule 10b5-1(c) under the Exchange Act and remain collectively subject to the provisions of such rule, including that a modification of any individual contract acts as modification of the whole contract.
Eric Karas [Member]  
Trading Arrangements, by Individual  
Name Eric Karas
Title Former Chief Commercial Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 18, 2026
Expiration Date January 29, 2027
Arrangement Duration 164 days
Aggregate Available 100,000
Plan One [Member] | Richard Lowenthal [Member]  
Trading Arrangements, by Individual  
Name Richard Lowenthal
Title Former Chief Executive Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 28, 2026
Expiration Date May 14, 2027
Arrangement Duration 259 days
Aggregate Available 1,050,000
Plan One [Member] | Sarina Tanimoto [Member]  
Trading Arrangements, by Individual  
Name Sarina Tanimoto
Title Former Chief Medical Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 28, 2026
Expiration Date May 14, 2027
Arrangement Duration 259 days
Aggregate Available 1,050,000
Plan One [Member] | Alexander Fitzpatrick [Member]  
Trading Arrangements, by Individual  
Name Alexander Fitzpatrick
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 30, 2026
Expiration Date December 31, 2026
Arrangement Duration 123 days
Aggregate Available 103,355
Plan Two [Member] | Richard Lowenthal [Member]  
Trading Arrangements, by Individual  
Name Richard Lowenthal
Title Former Chief Executive Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 28, 2026
Expiration Date May 14, 2027
Arrangement Duration 259 days
Aggregate Available 1,050,000
Plan Two [Member] | Sarina Tanimoto [Member]  
Trading Arrangements, by Individual  
Name Sarina Tanimoto
Title Former Chief Medical Officer
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated true
Non-Rule 10b5-1 Arrangement Terminated false
Termination Date August 28, 2026
Expiration Date May 14, 2027
Arrangement Duration 259 days
Aggregate Available 1,050,000
Plan Two [Member] | Alexander Fitzpatrick [Member]  
Trading Arrangements, by Individual  
Name Alexander Fitzpatrick
Title Chief Legal Officer
Rule 10b5-1 Arrangement Adopted true
Non-Rule 10b5-1 Arrangement Adopted false
Adoption Date September 4, 2026
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Expiration Date September 1, 2028
Arrangement Duration 728 days
Aggregate Available 454,652