On March 21, 2023, we entered into a transition and separation letter agreement with Mr. Bolte, or the Bolte Separation Agreement. The Bolte Separation Agreement provides for (i) Mr. Bolte’s resignation from his position as our president and chief executive officer and as chief executive officer of the GmbH, in each case effective as of April 1, 2023, and (ii) Mr. Bolte’s separation from employment with the GmbH as of April 30, 2023, or the Separation Date. Pursuant to the Bolte Separation Agreement, during the time between April 1, 2023 and the Separation Date, Mr. Bolte will continue to receive his current base salary, as adjusted to reflect net pay of $25,000 per month. Pursuant to the Bolte Separation Agreement, as of the Separation Date, Mr. Bolte is entitled, subject to his execution and nonrevocation of a release of claims in favor of the GmbH and its affiliates, including the company, and his continued compliance with certain restrictive covenants, to (i) continued payment of his current base salary for a period of 12 months following the date his release of claims becomes effective, for an aggregate of $558,558, (ii) continued payment by the GmbH of its share of the COBRA premiums for health benefit coverage for a period of up to 12 months following the date that his employment is terminated, and (iii) payment of a pro-rated portion of his annual target discretionary bonus that he would otherwise have received based on individual and company performance in a lump sum on the date the first installment of severance pay is paid. The Bolte Separation Agreement also provides for, among other things, non-disclosure obligations applicable to Mr. Bolte and mutual non-disparagement obligations. We have also agreed to reimburse Mr. Bolte for reasonable attorneys’ fees in connection with the negotiation of the Bolte Separation Agreement in an amount not to exceed $25,000.

In connection with his resignation, we and Mr. Bolte intend to enter into a Consulting Agreement, or the Bolte Consulting Agreement, to be effective as of May 1, 2023, or the Consulting Start Date, pursuant to which Mr. Bolte will serve as a senior advisor and assist with the transition of his duties and provide other strategic and operational consulting and advisory services, as requested from time to time by us. Mr. Bolte will be compensated at a rate of $25,000 per month for his services under the Bolte Consulting Agreement for the first three months of the term of the Bolte Consulting Agreement, or the Initial Period. Following the Initial Period, Mr. Bolte will be compensated at a specified hourly rate for services under the Bolte Consulting Agreement. In addition, in respect of his services as a consultant, we granted, effective as of the Consulting Start Date, Mr. Bolte an option to purchase 100,000 shares of our common stock, or the Bolte Option, under the 2020 Plan. The Bolte Option will vest and become exercisable as to 4.1667% of the shares subject to the Bolte Option at the end of each successive one-month period following the Consulting Start Date until the second anniversary of the Consulting Start Date, subject to Mr. Bolte’s continued provision of services to us. The term of the Bolte Consulting Agreement will continue until May 1, 2025 (the period from the Consulting Start Date to May 1, 2025, is the referred to herein as the Bolte Consultation Period). We and Mr. Bolte will be able to terminate the Bolte Consulting Agreement on 30 days prior written notice, but in the case of a termination by us, with such termination being effective no earlier than the day following the end of the Initial Period.

In the event (1) Mr. Bolte terminates the Bolte Consulting Agreement as a result of our material breach of the Bolte Consulting Agreement or the Bolte Separation Agreement, (2) we terminate the Bolte Consulting Agreement without cause upon 30 days prior written notice or (3) Mr. Bolte dies or becomes disabled during the Bolte Consultation Period, (A) Mr. Bolte will be entitled to the accelerated vesting of (i) any unvested portion of the Bolte Option and (ii) any other stock options granted by us to Mr. Bolte that remain outstanding at the date of such termination but solely with respect to the portion of such stock options that otherwise would have vested during the Bolte Consultation Period, and (B) any stock options granted by us to Mr. Bolte that are vested and outstanding as of the date of such termination (taking into account clause (A) of this sentence) will remain exercisable until the earlier of (x) the later of May 1, 2026 or Mr. Bolte ceasing to serve on the board of directors and (y) the original expiration date of such options.

Employment Agreement with Henric Bjarke

In connection with our initial hiring of Mr. Bjarke as our senior vice president and chief operating officer, we entered into an agreement with him in June 2017. We entered into an amended and restated agreement with Mr. Bjarke in July 2020, which we refer to as the Bjarke employment agreement. Under the Bjarke employment agreement, Mr. Bjarke iswas an at-will employee, and his employment with us can be terminated by Mr. Bjarke or us at any time and for any reason. Pursuant to the Bjarke employment agreement, Mr. Bjarke’s base salary is reviewed by our compensation committee and the board of directors on an annual or more frequent basis and is subject to change in the discretion of our board of directors or compensation committee. Mr. Bjarke’s base salary for 2022 is $458,615. employee. For a period of up to 24 months following July 23, 2020, we will reimbursereimbursed Mr. Bjarke for his travel expenses between his home and our Boston area headquarters on a grossed-up basis.

Under the Bjarke employment agreement, and in connection with our initial public offering, we granted Mr. Bjarke an option to purchase 32,905 shares of our common stock at a price per share equal to $16.00.

Under the Bjarke employment agreement, Mr. Bjarke iswas entitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, in the event of the termination of his employment by us without cause or by him for good reason, each as defined in the Bjarke employment agreement, to (1) continued payment of his then-current annual base salary for a period of nine months following the date his release of claims becomes effective, and (2) continued payment by us of our share of the COBRA premiums for health benefit coverage for a period of up to nine months following the date that his employment with us is terminated.

Separation Agreement and Consulting Agreement with Henric Bjarke

On December 7, 2022, we entered into an executive transition, separation and release of claims agreement, or the Bjarke Separation Agreement, with Mr. Bjarke providing for his resignation as senior vice president and chief operating officer effective December 31, 2022. On December 7, 2022, we also entered into a consulting agreement, or the Bjarke Consulting Agreement, with Mr. Bjarke pursuant to which he has agreed to provide consulting and advisory services related to our precommercial and commercial preparedness and business development activities from January 1, 2023 to June 30, 2023, unless earlier terminated, the Bjarke Consultation Period.

Pursuant to the Bjarke Separation Agreement, Mr. Bjarke is entitled to receive continued payment of his 2022 annual base salary for a period of nine months, for an aggregate of $343,961, following the end of the Bjarke Consultation Period, subject to Mr. Bjarke’s execution and nonrevocation of a release of claims in our favor and compliance with the Bjarke Separation Agreement, the release and applicable restrictive covenants. In addition, subject to eligibility, the Bjarke Separation Agreement provides for continued payment by us of our share of COBRA premiums for Mr. Bjarke’s health benefit coverage for a period of up to nine months following December 31, 2022. The Bjarke Separation Agreement also provides for, among other things, nondisclosure obligations applicable to Mr. Bjarke and mutual non-disparagement obligations.

In consideration for services under the Bjarke Consulting Agreement, we have agreed to pay Mr. Bjarke consulting fees at specified hourly rates. For so long as Mr. Bjarke is providing services to us during the Bjarke Consultation Period, Mr. Bjarke’s equity awards that vest solely based on the passage of time will continue to vest and remain exercisable in accordance with the applicable equity plans and award agreements. In addition, in accordance with the Bjarke Separation Agreement, (1) effective as of June 30, 2023, the vesting of Mr. Bjarke’s option to purchase 115,000 shares of our common stock granted on February 24, 2022 will accelerate with respect to 50,000 unvested shares, or the Accelerated Option, and (2) any vested options held by Mr. Bjarke that remain outstanding at the end of the Bjarke Consultation Period (including the Accelerated Option) will remain exercisable until the earlier of one year following the end of the Bjarke Consultation Period or the original expiration date of such option, or the Extended Exercise Period, in each case, provided that Mr. Bjarke complies with his obligations under the Bjarke Separation Agreement and the Bjarke Consulting Agreement. If the Bjarke Consulting Agreement is terminated by us other than for material breach by Mr. Bjarke or by Mr. Bjarke for material breach by us, then Mr. Bjarke will be entitled to (1) the Accelerated Option, on the terms and subject to certain conditions set forth in Bjarke Separation Agreement, (2) accelerated vesting of each outstanding stock option held by Mr. Bjarke with respect to the portion of such options that would have vested had Mr. Bjarke continued to provide services under the Bjarke Consulting Agreement through June 30, 2023 and (3) the Extended Exercise Period for vested stock options that are outstanding on the date of termination, on the terms and subject to certain conditions set forth in the Bjarke Separation Agreement.

Employment Agreement with Sanjay S. Subramanian

On March 2, 2022, we entered into an employment agreement with Mr. Subramanian, which we refer to as the Subramanian employment agreement. Under the Subramanian employment agreement, Mr. Subramanian is an at-will employee, and his employment with us can be terminated by Mr. Subramanian or us at any time and for any reason. Mr. Subramanian’s base salary is reviewed by our compensation committee and the board of directors on an annual or more frequent basis and is subject to change in the discretion of our board of directors or compensation committee. Mr. Subramanian’s annualized base salary for 2022 was $430,000. He received a cash signing bonus of $105,000, which was paid in two installments: $55,000 in connection with his commencement of employment on March 21, 2022, or the Subramanian Effective Date, and $50,000 six months thereafter.

Following the end of each calendar year, Mr. Subramanian will be eligible to receive a discretionary retention and performance bonus with a target of 40% of his then gross base pay actually earned during the applicable calendar year based upon the board’s assessment of his performance and our performance. We granted Mr. Subramanian an option to purchase 180,000 shares of our common stock under the 2020

Plan, effective as of the Subramanian Effective Date. The option vests and becomes exercisable as to 25% of the shares underlying the option on the first anniversary of the Subramanian Effective Date and as to 2.0833% of the shares subject to the option at the end of each successive one-month period following the first anniversary of the Subramanian Effective Date until the fourth anniversary thereof.

Under the Subramanian employment agreement, Mr. Subramanian is entitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, in the event of the termination of his employment by us without cause or by him for good reason, and such termination does not take place during the 12-month period following a change in control, each as defined in the Subramanian employment agreement, to (1) continued payment of his then-current annual base salary for a period of nine months following the date his release of claims becomes effective, (2) continued payment by us of its share of the COBRA premiums for health benefit coverage for a period of up to nine months following the date that his employment with us is terminated, and (3) in the event of termination between January 1 and the date annual discretionary bonuses are paid, payment of his annual target discretionary bonus amount for the year prior to termination in a lump sum on the date the first installment of severance pay is paid.

In the event that Mr. Bjarke’sSubramanian’s employment is terminated by us without cause or by Mr. Bjarkehim with good reason during the 12-month period following a change in control, as defined in the BjarkeSubramanian employment agreement, Mr. BjarkeSubramanian will be entitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, to (1) continued payment of his then-current annual base salary for a period of 12 months following the date his release of claims becomes effective, (2) continued payment by us of ourits share of the COBRA premiums for health benefit coverage for a period of up to 12 months following the date that his employment with us is terminated, and (3) payment of 100% of his annual target discretionary bonus amount for the year in which the termination occurs in a lump sum on the date the first installment of severance pay is paid. In addition, Mr. BjarkeSubramanian will be entitled to full acceleration of vesting of all outstanding and unvested stock options and other equity awards that vest solely based on continued service. Under the BjarkeSubramanian employment agreement, if payments and benefits payable to Mr. BjarkeSubramanian that are contingent on a change in ownership or control, as defined the BjarkeSubramanian employment agreement, are subject to Section 4999 of the Internal Revenue Code of 1986, then such payments and benefits will either be paid in full or be reduced so that the Section 4999 excise tax does not apply, whichever results in the better after-tax result for Mr. Bjarke.Subramanian.

Employment Agreement with Steven JunglesDouglas Treco

In connection with our initial hiring of Mr. Jungles as our senior vice president and chief technical operations officer,On March 21, 2023, we entered into an employment agreement with him in April 2017. We entered into an amended and restated agreement with Mr. Jungles in July 2020,Dr. Treco, which we refer to as the JunglesTreco employment agreement.

Under the JunglesTreco employment agreement, Mr. Jungles wasDr. Treco is an at-will employee, and his employment with us couldcan be terminated by Mr. JunglesDr. Treco or us at any time and for any reason. Mr. Jungles resignedDr. Treco’s base salary will be reviewed by our compensation committee and the board of directors on an annual or more frequent basis and is subject to change in the discretion of our board of directors or compensation committee. Dr. Treco’s annualized base salary for 2023 is $500,000 and he received a signing bonus of $7,500.

Following the end of each calendar year, Dr. Treco will be eligible to receive a discretionary retention and performance bonus with a target of 55% of his then gross base pay actually earned during the applicable calendar year based upon the board’s assessment of his performance and our performance. We granted Dr. Treco an option to purchase 800,000 shares of our common stock under the 2020 Plan, effective as of April 1, 2023, or the Treco Effective Date. The option vests and becomes exercisable as to 2.0833% of the shares subject to the option at the end of each successive one-month period following the Treco Effective Date until the fourth anniversary of the Treco Effective Date. We also granted Dr. Treco a restricted stock unit award with respect to 100,000 shares of our chief technical operations officer in February 2022. Mr. Jungles was notcommon stock, or the RSU, under the 2020 Plan, effective as of the Treco Effective Date. The RSU vests and becomes exercisable as to 25% of the shares underlying the RSU on each anniversary of the Treco Effective Date until the fourth anniversary of the Treco Effective Date.

Under the Treco employment agreement, Dr. Treco is entitled, subject to any severance payments in connection with his resignation.

Separation Agreement with Deborah Wenkert

On November 3, 2021, we entered into a separation agreement with Dr. Wenkert in connection with her resignation as our chief medical officer. In consideration for Dr. Wenkert’s execution and nonrevocation of a release of claims in

our favor we agreedand his continued compliance with certain restrictive covenants, in the event of the termination of his employment by us without cause or by him for good reason, and such termination does not take place during the 60-day period prior to (1) makea change in control or the 12-month period following a change in control, each as defined in the Treco employment agreement, to (i) continued paymentspayment of Dr. Wenkert’s 2021his then-current annual base salary for a period of nine12 months for an aggregatefollowing the date his release of $326,250, in installments and in accordance with our regular payroll practices, and (2) makeclaims becomes effective, (ii) continued paymentspayment by us of our share of the COBRA premiums for health benefit coverage until the earlierfor a period of August 31, 2022 orup to 12 months following the date on which Dr. Wenkert obtains alternative group health insurance coverage. In addition, in December 2021, we also granted Dr. Wenkert a nonqualified stock option to purchase 10,000 shares of common stock under our 2020 Stock Incentive Plan, at an exercise price per share of $6.53.

Consulting Agreement with Deborah Wenkert

On November 30, 2021, we entered into a consulting agreement with Wenkert & Young, LLC, an affiliate of Dr. Wenkert, pursuant to which Wenkert & Young LLC provides consulting services to us, including, but not limited to, assisting with the interpretation of scientific data and advising on study designs. The consulting agreement is in effect until either we or Wenkert & Young LLC terminate the agreement, in such party’s sole discretion and immediately upon such party providing 15 days written notice to the other party. Under the consulting agreement, we have agreed to pay Wenkert & Young LLC at a rate of (1) $425 per hour for work conducted by Deborah Wenkert, (2) $80 per hour for work conducted by assistants who do not have a M.D. or Ph.D. degree, and (3) $400 per hour for assistants who have a M.D. or Ph.D. degree. Under the consulting agreement, it is intended that Dr. Wenkert will not provide us services in excess of 20% of the services Dr. Wenkert provided on average while she was employed by us. As of March 31, 2022, we have paid Wenkert & Young, LLC pursuant to the consulting agreement an aggregate of $29,455 for its consulting services. Any outstanding option awards previously granted to Dr. Wenkert in connection with herhis employment with us continueis terminated, and (iii) payment, in a lump sum on the date the first installment of severance pay is paid, of a pro-rata portion of his annual discretionary bonus, if any, that the board determines he would have received during the applicable calendar year until his date of termination. In addition, the option and the RSU will vest with respect to vest so longthe number of shares subject to such equity awards that would have vested within the one-year period following Dr. Treco’s termination had he remained employed with us during such period.

In the event that Dr. Treco’s employment is terminated by us without cause or by him with good reason during the 60-day period prior to a change in control or the 12-month period following a change in control, as defined in the Treco employment agreement, Dr. Wenkert continues to provide consulting services and such optionsTreco will be treated as nonqualifiedentitled, subject to his execution and nonrevocation of a release of claims in our favor and his continued compliance with certain restrictive covenants, to (i) continued payment of his then-current annual base salary for a period of 18 months following the date his release of claims becomes effective, (ii) continued payment by us of our share of the COBRA premiums for health benefit coverage for a period of up to 18 months following the date that his employment with us is terminated, and (iii) payment of 150% of his annual target discretionary bonus

amount for the year in which the termination occurs in a lump sum on the date the first installment of severance pay is paid. In addition, Dr. Treco will be entitled to full acceleration of vesting of all outstanding and unvested stock options beginning three months after November 30, 2021.and other equity awards that vest solely based on continued service.

Employee Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation Agreements Agreements

Each of our executive officers has entered into a standard form of agreement with respect to proprietary and confidential information, developments, non-competition, and non-solicitation. Under this agreement, each executive officer has agreed to protect our confidential and proprietary information during and after the executive officer’s employment with us, not to compete with us during his or her employment and for a period generally lasting for one year after the termination of his or her employment, and not to solicit our employees, consultants, clients or customers during his employment and for a period generally lasting for one year after the termination of his employment. In addition, under this agreement, each executive officer has agreed that we own all developments and inventions that are developed by such executive officer within the scope of and during the period of his employment with us that are related to our business or research and development conducted or planned to be conducted by us at the time such development is created. Each executive officer also agreed to provide us with a non-exclusive, royalty-free, perpetual license to use any prior inventions that such executive officer incorporates into inventions assigned to us under this agreement.

401(k) Plan

We maintain a defined contribution employee retirement plan for our employees, including our executive officers. The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions). Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions and our discretionary match. Employee contributions are held and invested by the plan’s trustee as directed by participants. The 401(k) plan provides us with the discretion to match employee contributions. Effective January 1, 2021, we implemented a matching policy under which we match 50% of an employee’s contributions to the 401(k) plan, up to a maximum of 6% of the employee’s base salary and bonus paid during the year.

Stock Option and Other Compensation Plans

The threefour equity incentive plans described in this section are our 2017 Plan, our 2020 Plan, and our 2020 Employee Stock Purchase Plan, or 2020 ESPP.ESPP, and our 2023 Inducement Stock Incentive Plan. Prior to our initial public offering, we granted awards to eligible participants under our 2017 Plan. Following the closing of our initial public offering, we have granted awards to eligible participants under the 2020 Plan.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following table contains information about our 2017 Plan, our 2020 Plan and our 2020 ESPP as of December 31, 2021.2022.

(1) Includes the 2017 Plan, 2020 Plan and 2020 ESPP.

(2) As of December 31, 2022, 412,252 shares of our common stock were available for issuance under the 2020 Plan. The number of shares reserved for issuance under the 2020 Plan will be increased on each January 1 through January 1, 2030 by the lower of (i) 4% of the number of shares of our common stock outstanding on the first day of such year or (ii) an amount determined by our board of directors. The shares of common stock underlying any awards that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right under the 2020 Plan or the 2017 Plan are added back to the shares of common stock available for issuance under the 2020 Plan. On January 1, 2023, the shares under the 2020 Plan were increased by 1,615,774 shares pursuant to the annual increase described above.

(3) As of December 31, 2022, 628,663 shares of our common stock were available for issuance under the 2020 ESPP. The number of shares reserved for issuance under the 2020 ESPP will be increased on each January 1 through January 1, 2031 by the lowest of (i) 397,079 shares, (ii) 1% of the number of shares of our common stock outstanding on the first day of such year or (iii) an amount determined by our board of directors. On January 1, 2023, the shares under the 2020 ESPP were increased by 397,079 shares pursuant to the annual increase described above.

Amended and Restated 2017 Equity Incentive Plan

The 2017 Plan was initially approved by our board of directors and our stockholders in January 2017 and was subsequently amended and restated in June 2017. The 2017 Plan was further amended in January 2018, November 2018 and March 2019, in each case to increase the total number of shares reserved for issuance under the 2017 Plan. The 2017 Plan provided for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, awards of restricted stock, restricted stock units and other stock-based awards. Our employees, officers, directors, consultants and advisors were eligible to receive awards under the 2017 Plan;

however, incentive stock options could only be granted to our employees. The type of award granted under the 2017 Plan and the terms of such award were set forth in the applicable award agreement. No further awards may be granted under the 2017 Plan; however, awards outstanding under the 2017 Plan will continue to be governed by their existing terms. The maximum number of shares of our common stock authorized for issuance under the 2017 Plan was 2,730,496 shares. Our board of directors may amend, suspend or terminate the 2017 Plan at any time, except that stockholder approval may be required to comply with applicable law or provisions under the 2017 Plan.

Effect of Certain Changes in Capitalization

Upon the occurrence of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of our common stock other than an ordinary cash dividend, under the terms of the 2017 Plan, we are required to equitably adjust (or make substitute awards, if applicable), in the manner determined by our board of directors:

Effect of Certain Corporate Transaction

Upon the occurrence of a merger or other reorganization event (as defined in the 2017 Plan), our board of directors may, on such terms as our board of directors determines (except to the extent specifically provided otherwise in an applicable award agreement or other agreement between the participant and us), take any one or more of the following actions pursuant to the 2017 Plan as to all or any (or any portion of) outstanding awards, other than awards of restricted stock:

fiscal year commencing on January 1, 2021 and continuing until, and including, the fiscal year commencing on January 1, 2031, in an amount equal to the lowest of (1) 397,079 shares of our common stock, (2) 1% of the number of shares of our common stock outstanding on the first day of such fiscal year and (3) an amount determined by our board of directors.

All of our employees and employees of any designated subsidiary, as defined in the 2020 ESPP, are eligible to participate in the 2020 ESPP, provided that:

We retain the discretion to determine which eligible employees may participate in an offering under applicable regulations.

We expect to make one or more offerings to our eligible employees to purchase stock under the 2020 ESPP beginning at such time and on such dates as our board of directors may determine, or on the first business day

thereafter. Each offering will consist of a six-month offering period during which payroll deductions will be made and held for the purchase of our common stock at the end of the offering period. Our board of directors or a committee designated by the board of directors may, at its discretion, choose a different period of not more than 12 months for offerings. The first offering period under our 2020 ESPP commenced on April 1, 2022.2022 and, thereafter, a new six-month offering period will commence on each October 1 and April 1 until such time as the board or the compensation committee determines otherwise.

On each offering commencement date, each participant will be granted the right to purchase, on the last business day of the offering period, up to a number of shares of our common stock determined by multiplying $2,083 by the number of full months in the offering period and dividing that product by the closing price of our common stock on the first day of the offering period. No employee may be granted an option under the 2020 ESPP that permits the employee’s rights to purchase shares under the 2020 ESPP and any other employee stock purchase plan of ours or of any of our subsidiaries to accrue at a rate that exceeds $25,000 of the fair market value of our common stock (determined as of the first day of each offering period) for each calendar year in which the option is outstanding. In addition, no employee may purchase shares of our common stock under the 2020 ESPP that would result in the employee owning 5% or more of the total combined voting power or value of our stock or the stock of any of our subsidiaries.

On the commencement date of each offering period, each eligible employee may authorize up to a maximum of 15% of his or her compensation to be deducted by us during the offering period. Our board of directors or the committee designated by the board of directors may designate a lower maximum deduction rate in its discretion. Each employee who continues to be a participant in the 2020 ESPP on the last business day of the offering period will be deemed to have exercised an option to purchase from us the number of whole shares of our common stock that his or her accumulated payroll deductions on such date will pay for, not in excess of the maximum numbers set forth above. Under the terms of the 2020 ESPP, the purchase price will be determined by our board of directors or the committee designated by the board of directors for each offering period and will be at least 85% of the applicable closing price of our common stock. If our board of directors or the committee does not make a determination of the purchase price, the purchase price will be 85% of the lesser of the closing price of our common stock on the first business day of the offering period or on the last business day of the offering period.

An employee may at any time prior to the close of business on the fifteenth business day prior to the end of an offering period, and for any reason, permanently withdraw from participating in an offering prior to the end of an

offering period and permanently withdraw the balance accumulated in the employee’s account. If an employee elects to discontinue his or her payroll deductions during an offering period but does not elect to withdraw his or her funds, funds previously deducted will be applied to the purchase of common stock at the end of the offering period. If a participating employee’s employment ends before the last business day of an offering period, no additional payroll deductions will be taken and the balance in the employee’s account will be paid to the employee.

We will be required to make equitable adjustments to the extent determined by our board of directors or a committee thereof to the number and class of securities available under the 2020 ESPP, the share limitations under the 2020 ESPP, and the purchase price for an offering period under the 2020 ESPP to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, combinations of shares, reclassifications of shares, spin-offs and other similar changes in capitalization or events or any dividends or distributions to holders of our common stock other than ordinary cash dividends.

In connection with a merger or other reorganization event, as defined in the 2020 ESPP, our board of directors or a committee of our board of directors may take any one or more of the following actions as to outstanding options to purchase shares of our common stock under the 2020 ESPP on such terms as our board of directors or committee thereof determines:

Our board of directors may at any time, and from time to time, amend or suspend the 2020 ESPP or any portion of the 2020 ESPP. We will obtain stockholder approval for any amendment if such approval is required by Section 423 of the Internal Revenue Code of 1986. Further, our board of directors may not make any amendment that would cause the 2020 ESPP to fail to comply with Section 423 of the Internal Revenue Code of 1986. The 2020 ESPP may be terminated at any time by our board of directors. Upon termination, we will refund all amounts in the accounts of participating employees.

Rule 10b5-1 Sales Plans

Certain of our directors and executive officers have adopted and may in the future adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.

Anti-Hedging and Anti-Pledging Policies

Our board of directors has adopted an insider trading policy, which applies to all of our directors and employees, including our executive officers, and certain of their family members and any entities controlled by such persons. The policy expressly prohibits such persons from engaging in any short sales, including short sales “against the box”, any purchases or sales of puts, calls or other derivative securities, or any purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

Director Compensation

The table below shows all compensation awarded to, earned by In addition, our insider trading policy prohibits such persons from purchasing our securities on margin, borrowing against our securities held in a margin account, or paid to eachpledging our securities as collateral for a loan, with an exception in extraordinary situations for pledges of our non-employee directors duringsecurities as collateral for a loan (other than a margin loan) only after certain prerequisites are met and only with the year ended December 31, 2021.

Mr. Bolte, onepreapproval of our chief financial officer or general counsel and, in the case of directors who also serves as our president and chief executive officer, does not receive any additional compensation for his service as a director. Mr. Bolte is one of our named executive officers, and, accordingly, the compensation that we pay to Mr. Bolte is discussed above under “—Summaryaudit committee.

Director Compensation Table” and “—Narrative to Summary Compensation Table.”

Prior to our initial public offering, we did not have a formal non-employee director compensation policy.program. Our board of directors approved a director compensation program that became effective in July 2020 upon the closing of our initial public offering. Under this director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and of each committee receive additional retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors or on such committee. No fee was payable in respect of any period prior to the completion of our initial public offering and the first payment under the director compensation program after our initial public offering was prorated. The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves.

In addition, under our director compensation program, each non-employee director was entitled to receive, upon his or her initial election or appointment to our board of directors, an option to purchase 18,734 shares of our common stock under the 2020 Plan. Effective February 2023, each non-employee director will receive, upon his or her initial election or appointment to our board of directors, an option to purchase 18,73432,000 shares of our common stock under the 2020 Plan. Each of these options will vest as to 2.7778% of the shares of our common stock underlying such option at the end of each successive one-month period following the date of grant until the third anniversary of the date of grant, subject to the non-employee director’s continued service as a director. Further,On the date of the first board meeting held after each annual meeting of stockholders, each non-employee director that had served on our board of directors for at least six months received, under the 2020 Plan, an option to purchase 9,367 shares of our common stock under the 2020 Plan. Effective February 2023, on the date of the first board meeting held after each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months will receive, under the 2020 Plan, an option to purchase 9,36716,000 shares of our common stock under the 2020 Plan. Each of these options will vest with respect to all of the shares underlying the option on the first anniversary of the date of grant or, if earlier, immediately prior to the first annual meeting of stockholders occurring after the grant date, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will become exercisable in full upon specified change in control events.

(1) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during the year computed in accordance with the provisions of ASC 718, using a Black-Scholes option-pricing model. The amounts reported reflect stock options to purchase 9,367 shares of our common stock granted to each non-employee director immediately following the 2022 annual meeting of stockholders. See Note 9 to our consolidated financial statements appearing in our Annual Report on Form 10-K filed with the SEC on March 22, 2023 regarding assumptions underlying the valuation of option awards. This amount reflects the accounting cost for this stock option and does not reflect the actual economic value that may be realized by the director upon the vesting of the stock option, the exercise of the stock option or the sale of the common stock underlying such stock option.

(2) As of December 31, 2022, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director was as follows: Dr. Bhagat, 28,101 shares; Mr. Diaz, 28,101 shares; Dr. Edwards, 28,101 shares; Dr. Hopfner, 28,101 shares; Mr. Mathers, 28,101 shares; Ms. Sullivan, 56,469 shares; and Dr. Treco, 115,080 shares.

(3) Following Dr. Treco’s appointment as our chief executive officer effective as of April 1, 2023, he is no longer compensated for his service as a director under our non-employee director compensation program.

Mr. Bolte, one of our directors who previously served as our president and chief executive officer until his retirement and resignation on April 1, 2023, did not receive any additional compensation for his service as a director during his tenure as our president and chief executive officer. Effective May 1, 2023, Mr. Bolte will be compensated for his service as a director under our non-employee director compensation program. Mr. Bolte is one of our named executive officers for the year ended December 31, 2022 and, accordingly, the compensation that we paid to Mr. Bolte in his role as our president and chief executive officer is discussed above under “—Summary Compensation Table” and “—Narrative to Summary Compensation Table.”

TRANSACTIONS WITH RELATED PERSONS

The following is a description of transactions since January 1, 20202021 to which we have been a party, and in which any of our directors, executive officers and holders of more than 5% of our voting securities and affiliates of our directors, executive officers and holders of more than 5% of our voting securities, had or will have a direct or indirect material interest. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Participation in Underwritten Offering

On April 19, 2022, we closed an underwritten offering in which we issued and sold an aggregate of 16,276,987 shares of our common stock at a price per share of $3.69 and pre-funded warrants to purchase 3,523,013 shares of common stock at a price per warrant of $3.6899, before expenses and underwriting discounts and commissions. We received aggregate net proceeds of approximately $68.3 million, after deducting expenses and underwriting discounts and commissions. Certain of our executive officers and holders of more than 5% of our voting securities at the time of our underwritten offering and their affiliates purchased an aggregate of 12,849,887 shares of our common stock in the offering and pre-funded warrants to purchase 3,523,013 shares of our common stock. Each of those purchases was made through the underwriters at the same offering price as other investors. The following table sets forth the number of shares of our common stock purchased by such executive officers, then holders of more than 5% of our voting securities and their affiliates and the aggregate purchase price paid for such shares.

Participation(2) These pre-funded warrants were exercised by means of a cashless exercise in Initial Public Offering

On July 28, 2020, we closed our initial public offering in which we issuedSeptember 2022 and sold an aggregate of 7,000,000February 2023 and 1,354,957 shares of our common stock atwere issued.

(3) These pre-funded warrants were exercised by means of a price to the public of $16.00 per share, before expensescashless exercise in February 2023 and underwriting discounts and commissions. On July 30, 2020, we issued and sold an additional 1,050,0002,167,927 shares of our common stock on the same terms upon the exercise in full by the underwriters of their option to purchase additional shares. We received aggregate net proceeds of $115.9 million, after deducting expenses and underwriting discounts and commissions. Certain holders of more than 5% of our voting securities at the time of our initial public offering and their affiliates purchased an aggregate of 2,475,000 shares of our common stock in the initial public offering. Each of those purchases was made through the underwriters at the initial public offering price. The following table sets forth the number of shares of our common stock purchased by such holders and their affiliates and the aggregate purchase price paid for such shares.were issued.

Alexion Intellectual Property Asset Acquisition

In July 2020, we entered into an intellectual property asset purchase agreement with Alexion Pharmaceuticals, Inc., or Alexion, pursuant to which Alexion sold and assigned to us Alexion’s right, title and interest in and to specified patent rights and other specified assets solely related to ENPP1. We issued 8,294,360 shares of our Series A-2 Convertible Preferred Stock to Alexion in consideration for the sale and assignment to us of such assets, resulting in Alexion becoming a holder of more than 5% of our outstanding voting securities at such time. Under the intellectual property asset purchase agreement, we also granted a non-exclusive license to Alexion and its affiliates to continue to use the assets we acquired for Alexion’s and its affiliates’ internal, non-clinical research purposes. In addition, subject to certain specified qualifications set forth in the intellectual property assets purchase agreement, Alexion is obligated to assign to us its rights with respect to any other assets owned by it that are solely related to ENPP1. Alexion is no longer a current holder of more than 5% of our voting securities.