You are cordially invited to attend the ~~2022~~2023 Annual Meeting of Stockholders of DICE Therapeutics, Inc. to be held virtually via a live webcast by visiting www.virtualshareholdermeeting.com/~~DICE2022~~DICE2023, on ~~Tuesday~~Wednesday, June 7, ~~2022~~2023 at 9:00 a.m. (Pacific Time)~~. We believe that a virtual stockholder~~ where you will be able to listen to the meeting ~~provides greater access to those who may want to attend~~live, submit questions, and ~~provides a safer forum in light of the ongoing COVID-19 pandemic, and therefore we have chosen this over an in-person meeting.~~vote online. It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice, as such number will be required in order for stockholders to gain access to the virtual Annual Meeting.

The Securities and Exchange Commission rules allow companies to furnish proxy materials to stockholders over the internet. We have elected to do so, thus reducing the environmental impact and lowering the costs of printing and distributing proxy materials without impacting your timely access to this important information. On or about April 26, ~~2022,~~2023, we expect to mail a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) containing instructions on how to access our proxy statement for our ~~2022~~2023 Annual Meeting of Stockholders and our ~~2021~~2022 Annual Report on Form 10-K to stockholders. The Notice of Internet Availability also provides instructions on how to vote and includes instructions on how to receive paper copies of the proxy materials by mail, or an electronic copy of the proxy materials by email, if desired.

The matters to be acted upon at the meeting are described in the accompanying notice of Annual Meeting and proxy statement.

Whether or not you plan to attend the meeting in person, please vote on the internet or by telephone, or request, sign and return a proxy card to ensure that your shares are represented at the meeting.

NOTICE IS HEREBY GIVEN that the ~~2022~~2023 Annual Meeting of Stockholders of DICE Therapeutics, Inc. (Annual Meeting) will be held ~~via~~on Wednesday, June 7, 2023 at 9:00 a.m. (Pacific Time). The Annual Meeting will be a completely virtual meeting. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and provides a safer forum in light of the ongoing COVID-19 pandemic, and therefore we have chosen this over an in-person meeting. You will be able to participate in the ~~2022~~ Annual Meeting and vote during the ~~2022~~ Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/~~DICE2022~~ DICE2023~~on Tuesday, June 7, 2022 at 9:00 a.m. (Pacific Time)~~. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 14, ~~2022,~~2023, are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. On or about April 26, ~~2021,~~2023, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) containing instructions on how to access our proxy statement for our ~~2022~~ Annual Meeting and our ~~2021~~2022 Annual Report on Form 10-K to stockholders. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at ~~https://investors.dicetherapeutics.com/~~.

~~The stockholder list will also be available during the virtual meeting via~~ ~~www.virtualshareholdermeeting.com/DICE2022~~.

Your vote as a DICE Therapeutics, Inc. stockholder is very important. Each share of common stock that you own represents one vote.

~~For questions regarding your stock ownership, you may contact our Chief Business and Financial Officer, Scott Robertson at (650) 566-1402 or~~ ~~srobertson@dicemolecules.com~~ ~~or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC by email through their website at~~ ~~https://www.astfinancial.com~~ ~~or by phone at +1 (800) 937-5449.~~ Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on June 7, ~~2022:~~2023: the Proxy Statement and our ~~2021~~2022 Annual Report on Form 10-K are available at https://investors.dicetherapeutics.com/. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

The accompanying proxy is solicited on behalf of the Board of Directors of DICE Therapeutics, Inc. (DICE Therapeutics or the Company) for use at DICE Therapeutics’ ~~2022~~2023 Annual Meeting of Stockholders (Annual Meeting) to be held via a virtual meeting, ~~due~~which we believe provides expanded access to ~~the public health and travel concerns~~ our stockholders ~~may have~~from any location around the world, improves communication and ~~recommendations that public health officials may issue in light of~~provides cost savings for our stockholders and the ~~ongoing coronavirus (COVID-19) pandemic.~~Company. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/~~DICE2022~~DICE2023 on ~~Tuesday,~~Wednesday, June 7, ~~2022~~2023 at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are making this proxy statement, the accompanying form of proxy and our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 first available to stockholders on or about April 26, ~~2022.~~2023. An electronic copy of this proxy statement and Annual Report on Form 10-K are available at https://~~investors.dicetherapeutics.com.~~investors.dicetherapeutics.com.

Under rules adopted by the Securities and Exchange Commission, or SEC, we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies to each stockholder. On or about April 26, ~~2022,~~2023, we expect to send to our stockholders a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote and includes instructions on how to receive paper copies of the proxy materials by mail, or an electronic copy of the proxy materials by email.

This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials while providing our stockholders timely access to this important information. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

At the meeting, stockholders will act upon the proposals described in this proxy statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the company, have the authority in their discretion to vote the shares represented by the proxy.

Only holders of record of common stock at the close of business on April 14, ~~2022,~~2023, the record date, will be entitled to vote at the meeting. At the close of business on April 14, ~~2022, 38,236,391~~2023, 47,728,597 shares of common stock were outstanding and entitled to vote. For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders through our investor relations website at https://investors.dicetherapeutics.com/.

The holders of a majority of the voting power of the shares of stock entitled to vote at the meeting as of the record date must be present or represented by proxy at the meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the meeting if you are present and vote online at the virtual meeting or if you have properly submitted a proxy.

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on April 14, ~~2022,~~2023, the record date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

Stockholder of Record: Shares Registered in Your Name. If on April 14, ~~2022,~~2023, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting, or vote in advance through the internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on April 14, ~~2022,~~2023, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the meeting.

Each director will be elected by a plurality of the votes cast at the meeting. This means that the ~~three~~two individuals nominated for election to the Board of Directors at the meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or more of the nominees or “WITHHOLD” your vote with respect to one or more of the nominees. You may not cumulate votes in the election of directors. Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the holders of a majority of the votes cast at the meeting vote “FOR” the proposal.

Approval of our Amended and Restated Certificate of Incorporation will be obtained if the holders of a majority of our outstanding shares vote “FOR” the proposal. A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) for the election of directors and the stockholder may abstain from voting (an abstention) with respect to ~~a particular matter.~~the ratification of Ernst & Young LLP as our independent auditors or the amendment to our certificate of incorporation to include officer exculpation. In addition, a broker may not be permitted to vote on shares held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock (broker non-vote). Brokers will not have discretion to vote on the election of our directors or the amendment to our Certificate of Incorporate to include officer exculpation, but will have discretion to vote on the ratification of Ernst & Young LLP as our independent auditors. The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or abstentions or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast and, therefore, will have no effect on the election of directors or the ratification of the appointment of Ernst & Young LLP. ~~Abstentions~~With respect to approval of our Amended and Restated Certificate of Incorporation, abstentions and broker non-votes are ~~voted neither “for” nor~~treated as the same as voting “against” ~~a matter, and, therefore, will have no effect on~~ the ~~election of directors or the ratification of the appointment of Ernst & Young LLP, but are counted in the determination of a quorum.~~proposal.

Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Meeting

The Board of Directors recommends that you vote FOR the election of ~~each of the~~Jim Scopa and Jake Simson, Ph.D. as Class III directors ~~named in this proxy statement~~ (Proposal 1) ~~and~~ , FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022~~2023 (Proposal 2) and FOR the approval of an Amended and Restated Certificate of Incorporation to permit the exculpation of officers. (Proposal 3).

None of the directors or executive officers has any substantial interest in any matter to be acted upon, other than elections to office with respect to the directors nominated in Proposal 1.

Votes submitted through the internet or by telephone must be received by 11:59 p.m., Eastern Time, on June 6, ~~2022.~~2023. Submitting your proxy, whether by telephone, through the internet or by mail if you requested or received a paper proxy card, will not affect your right to vote online should you decide to attend the virtual meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct how to vote your shares. For Proposal 1, you may either vote ~~“FOR” all~~“FOR ALL” or “WITHHOLD ALL” or “FOR ALL EXCEPT” one or more of the nominees ~~to the Board of Directors, or you may withhold your vote from any nominee~~ you specify. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the meeting, your shares will be voted in accordance with the recommendations of our Board of Directors stated above.

If you received a Notice of Internet Availability, please follow the instructions included on the notice on how to access and vote your proxy card. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the meeting.

If you receive more than one proxy card or Notice of Internet Availability,, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on the Notice of Internet Availability on how to access and vote each proxy ~~card~~.card. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.

A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the meeting by:

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

The Notice of Internet Availability will provide you with instructions regarding how to:

Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of stockholders on the environment and lower the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. For questions regarding electronic delivery, registered holders may contact our transfer agent, American Stock Transfer & Trust Company, LLC by email through their website at https://www.astfinancial.com or by phone at +1 (800) 937-5449.

Voting results will be tabulated and certified by the inspector of elections appointed for the meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the meeting.

Implications of Being an “Emerging Growth Company” and “Smaller Reporting Company”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and a “smaller reporting company” as defined under Rule 405 of the Securities Act of 1933, and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the company’s executive compensation arrangements and no requirement to have non-binding advisory votes on executive compensation.

We are committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors and management pursue our strategic objectives for the benefit of our stockholders.

Our Board of Directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the company. Our Corporate Governance Guidelines are available on the investor relations section of our website at https://investors.dicetherapeutics.com/corporate-governance/governance-overview.

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and corporate governance committee shall periodically consider the leadership structure of our board of directors and make such recommendations to the board of directors with respect thereto as the nominating and corporate governance committee deems appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and Chief Executive Officer are held by the same person, the independent directors may designate a “lead independent director.” In cases in which the chairperson and Chief Executive Officer are the same person, the chairperson schedules and sets the agenda for meetings of the board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. In addition, the responsibilities of the lead independent director include: presiding over executive sessions of independent directors; serving as a liaison between the chairperson and the independent directors; being available, under appropriate circumstances, for consultation and direct communication with stockholders; and performing such other functions and responsibilities as requested by the board of directors from time to time.

The positions of Chief Executive Officer and Chair of our Board of Directors are held by two different individuals ~~(J.~~(Dr. J. Kevin Judice and Dr. Richard Scheller, respectively). This structure allows ~~our Chief Executive Officer~~Dr. Judice to focus on our day-to-day business while ~~our Chair~~Dr. Scheller leads our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Dr. Scheller was selected as our Chair due to his extensive experience in scientific research and development and deep understanding of our business, as well as his leadership capabilities based on his experience as a board member and senior executive in the biotechnology industry. Our Board of Directors believes such separation of our CEO and our Chair is appropriate, as it enhances the accountability of the Chief Executive Officer to the Board of Directors, ~~and~~ strengthens the independence of the Board of Directors from ~~management.~~management and provides objective, yet knowledgeable, leadership of our Board of Directors.

Our Board of Directors believes that open communication between management and the Board of Directors is essential for effective risk management and oversight. Our Board of Directors meets with our Chief Executive Officer and other members of the senior management team at quarterly Board of Director meetings, where, among other topics, they discuss strategy and risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our Board of Directors is ultimately responsible for risk oversight, our Board committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists our Board of Directors in ~~fulfilling its oversight responsibilities with respect to~~

reviewing our major financial risk ~~management in the areas of~~exposures, our internal control over financial reporting, ~~and~~our disclosure controls and ~~procedures.~~procedures, legal and regulatory compliance, cybersecurity matters, and, among other things, discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. The Compensation Committee assists our Board of Directors in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Corporate Governance Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of corporate, legal and regulatory risk. The Research and Development Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to our research and development and platform programs.

Securing the information of participants in our studies, medical professionals, team members, and other third parties is important to us. We have adopted physical, technological, and administrative controls on data security, and have a defined procedure for data incident detection, containment, response, and remediation. While everyone at our company plays a part in managing these risks, oversight responsibility is shared by our Board of Directors, our Audit Committee, and management.

Our common stock is listed on the Nasdaq Global Market. Under the rules of the Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s Board of Directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating and Corporate Governance Committees must be an “independent director”. Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, Compensation Committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). In order to be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board of Directors or any other Board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board of Directors determined that all of our directors, except for Dr. Judice, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors and us with regard to each directors’ business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.

In appointing and nominating directors, our Board of Directors considers criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexuality), geography, financial skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to our Board, ability to contribute to our Board’s overall effectiveness, and the needs of our Board and its committees. While we have not adopted a specific policy regarding Board diversity, we value diversity on a company-wide basis. The following table sets forth the diversity statistics as self-identified by the members of our Board of Directors.

Our Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Research and Development Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors. Each of these committees has a written charter, copies of which are available on the investor relations section of our website at https://investors.dicetherapeutics.com/corporate-governance/governance-overview.

Our Audit Committee is composed of Ms. Sharon Tetlow, Mr. Jim Scopa and Dr. ~~Shaan C.~~ ~~Gandhi and Mr.~~ ~~Jim~~ ~~Scopa.~~Jake Simson. Ms. Tetlow is the Chair of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current

Nasdaq Stock Market and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our Board of Directors has determined that Ms. Tetlow is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Our Audit Committee is directly responsible for, among other things:

Our Compensation Committee is composed of Mr. Scopa, Dr. Jake Simson and Ms. Lisa Bowers. Mr. Scopa is the Chair of our Compensation Committee. The composition of our Compensation Committee meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

The Compensation Committee has the sole authority and responsibility, subject to any approval by the Board of Directors which the Compensation Committee or legal counsel determines to be desirable or required by applicable law or the Nasdaq rules, to determine all aspects of executive compensation packages for the Chief Executive Officer and other executive officers. The Compensation Committee also makes recommendations to our Board of Directors regarding the form and amount of compensation of non-employee directors. The Compensation Committee may take into account the recommendations of the Chief Executive Officer with respect to compensation of the other executive officers, and the recommendations of the Board of Directors or any member of the Board of Directors with respect to compensation of the Chief Executive Officer and other executive officers.

The Compensation Committee engaged an independent executive compensation consulting firm, ~~Compensia, Inc. (Compensia)~~Pearl Meyer & Partners, LLC (Pearl Meyer), to evaluate our executive and director compensation programs and practices and to provide advice and ongoing assistance on these matters for the fiscal year ended December 31, ~~2021.~~2022. Specifically, ~~Compensia~~Pearl Meyer was engaged to:

Representatives of ~~Compensia~~Pearl Meyer met informally with the Chair of the Compensation Committee and attended the regular meetings of the Compensation Committee, including executive sessions from time to time without any members of management present. During the fiscal year ended December 31, ~~2021, Compensia~~2022, Pearl Meyer worked directly with the Compensation Committee (and not on behalf of management) to assist the committee in satisfying its responsibilities and undertook no projects for management without the committee’s prior approval. The Compensation Committee has determined that none of the work performed by ~~Compensia~~Pearl Meyer during the fiscal year ended December 31, ~~2021~~2022 raised any conflict of interest.

Our Nominating and Corporate Governance Committee is composed of Dr. Mittie Doyle and Ms. ~~Tetlow and Dr. Gandhi. Dr. Gandhi is the Chair of our Nominating and Corporate Governance Committee.~~Tetlow. Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Research and Development Committee is composed of Dr. Richard Scheller, Dr. Doyle and Dr. Simson. Dr. Scheller is the Chair of the Research and Development Committee. Our Research and Development Committee is responsible for, among other things:

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. We intend to disclose future amendments to certain provisions of our code of conduct and ethics, or waivers of these provisions, on our website or in public filings to the extent required by applicable rules. The full text of our code of conduct and ethics is posted on the investor relations section of our website at https://investors.dicetherapeutics.com/corporate-governance/governance-overview.

We have adopted an Insider Trading Policy that that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive officers,, which prohibits such individuals from engaging in hedging or monetization transactions involving our securities, such as zero cost collars and forward sale contracts, or contributing our securities to exchange funds in a manner that could be interpreted as hedging in our ~~stock~~.stock.

~~During 2021, Dr. Simson, Dr. Scheller and Dr. Stephen Zachary served on~~None of the members of our Compensation ~~Committee.~~Committee is or has been an officer or employee of the Company. None of our ~~current~~ executive officers currently serves, or in the last fiscal year has served, as a member of the Board of Directors, or as a member of the Compensation or similar committee, of any entity that has one or more executive officers ~~who served~~serving on our Board of Directors or Compensation ~~Committee during the fiscal year ended December 31, 2021.~~Committee.

The Board of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During ~~2021,~~2022, the Board of Directors held ~~six~~seven meetings including telephonic meetings; the Audit Committee held ~~six~~four meetings; the Compensation Committee held ~~two~~five meetings; and the Nominating and Corporate Governance Committee held nothree meetings. During ~~2021,~~2022, none of the directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board of Directors during his or her tenure and the total number of meetings held by all committees of the Board of Directors on

which such director served during his or her tenure. The independent members of the Board of Directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

We invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. We do not have a formal policy regarding attendance of our annual meetings of stockholders by the members of our Board of Directors. All of our directors then in office attended our 2022 annual meeting of stockholders.

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of the Board of Directors or a specific member of our Board of Directors (including our Chair) may do so by letters addressed to:

All communications by letter addressed to the attention of our Corporate Secretary will be reviewed by the Corporate Secretary and provided to the members of the Board of Directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the Board of Directors.

The Nominating and Corporate Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The director candidates standing for election for the first time were identified by a third-party search firm.

The Nominating and Corporate Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies.

Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Corporate Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as business experience, diversity and personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective Board of Directors. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Corporate Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time.

In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Corporate Governance Committee considers director tenure.

The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based

on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board of Directors by complying with the procedures in Article I, Section 1.12 of our bylaws. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, DICE Therapeutics, Inc., 400 East Jamie Court, Suite 300, South San Francisco, California, 94080. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our bylaws, ~~and~~ a representation that the nominating stockholder is a beneficial or record holder of our ~~stock.~~stock and such other information as the Company may reasonably require to determine the eligibility of such proposed nominee. Any such submission must be accompanied by the written consent of the proposed

nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Corporate Governance Committee.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth below under “~~Stockholder~~“Stockholder Proposals to Be Presented at Next Annual Meeting.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED CLASS III DIRECTORS.

Our Audit Committee has selected Ernst & Young LLP as our principal independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, ~~2022.~~2023. Ernst & Young LLP ~~audited~~has served as our ~~financial statements for the fiscal years ended December 31, 2021 and 2020.~~auditor since 2019. We expect that representatives of Ernst & Young LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2022.~~2023. Our Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders.

~~The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our annual financial statements for the years ended December 31, 2021 and 2020.~~

The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of our annual financial statements for the years ended December 31, 2022 and 2021.

~~(2)~~ ~~“Audit-related~~ fees” include fees for professional services provided by Ernst & Young LLP in connection with the audit of our financial statements, review of our quarterly financial statements, and related services that are typically provided in connection with registration statements, including the registration statement for our public offerings. Included in the 2021 Audit Fees are $1,107,000 of fees billed in connection with the initial public offering registration statement.

(2)

“Audit-related fees”include fees billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements for fiscal years ~~2021~~2022 and ~~2020.~~

~~(3)~~

~~“Tax fees”~~ include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

2021.

~~(4)~~

~~There were no other fees incurred in 2021 or 2020.~~

(3)

“Tax fees”include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

(4)

There were no other fees incurred in 2022 or 2021.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our Audit Committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.

PROPOSAL NO. 3

Approval of an Amended and Restated Certificate of Incorporation to Permit the Exculpation of Officers

Section 102(b)(7) of the General Corporation Law of the State of Delaware was amended effective August 1, 2022 to authorize exculpation of officers of Delaware corporations. Specifically, the amendment permits Delaware corporations to exculpate their officers, in addition to their directors, for personal liability for breach of the duty of care in certain actions. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims.

Our Board of Directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly-qualified senior leadership. The nature of the role of directors and officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We expect competitor companies will likely adopt exculpation clauses that limit the personal liability of officers in their charters and failing to adopt the amendment could negatively affect our ability to recruit and retain high-caliber officer candidates.

The proposed amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer. This protection has long been afforded to directors, and our Board of Directors believes that extending similar exculpation to its officers is fair and in the best interests of the Company and its stockholders. Accordingly, our Board of Directors has unanimously approved the Amended and Restated Certificate of Incorporation (Proposed Restated Certificate of Incorporation) in the form attached hereto as Appendix A and recommends that our stockholders vote “FOR” the Proposed Restated Certificate of Incorporation.

If our stockholders approve the Proposed Restated Certificate of Incorporation, our Board of Directors has authorized our officers to file the Proposed Restated Certificate of Incorporation with the Delaware Secretary of State, to become effective upon acceptance by the Delaware Secretary of State. Our Board of Directors intends to have that filing made if, and as soon as practicable after, this proposal is approved at this annual meeting.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of the Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed with our management and Ernst & Young LLP our audited financial statements as of and for the year ended December 31, ~~2021.~~2022. The Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission.

The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the audited financial statements as of and for the year ended December 31, ~~2021~~2022 be included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for filing with the U.S. Securities and Exchange Commission.

Submitted by the Audit Committee

Sharon Tetlow, Chair

~~Shaan C. Gandhi, M.D., D.Phil.~~

Jim Scopa

Jake Simson, Ph.D.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, ~~2022,~~2023, by:

•

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•

each of our directors or director nominees;

•

each of our named executive officers; and

•

all of our directors and executive officers as a group.

Percentage ownership of our common stock is based on ~~38,236,391~~47,728,381 shares of our common stock outstanding on March 31, ~~2022.~~2023. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 31, ~~2022~~2023 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o DICE Therapeutics, Inc., 400 East Jamie Court, Suite 300, South San Francisco, California 94080.

Beneficial Ownership
Name of Beneficial Owner

Number

Percent
5% Stockholders

Entities affiliated with RA Capital Management⁽¹⁾

5,208,911

13.6

%
Entities affiliated with Northpond Ventures, LP⁽²⁾

3,292,871

8.6

%
Entities affiliated with Sands Capital Ventures, LLC⁽³⁾

3,148,970

8.2

%
DRIEHAUS Capital Management LLC⁽⁴⁾

2,146,642

5.6

%
Directors and Named Executive Officers:

J. Kevin Judice⁽⁵⁾

917,211

2.4

%
Scott Robertson⁽⁶⁾

270,642

*

John Jacobsen⁽⁷⁾

223,425

*

Timothy Lu⁽⁸⁾

192,605

*

Richard Scheller⁽⁹⁾

112,977

*

Shaan C. Gandhi

—

*

Jim Scopa⁽¹⁰⁾

68,149

*

Jake Simson

—

*

Sharon Tetlow⁽¹¹⁾

62,149

*

Lisa Bowers⁽¹²⁾

1,180

*

Mittie Doyle⁽¹³⁾

1,180

*

Stephen Zachary⁽¹⁴⁾

—

*

All executive officers and directors as a group (12 persons)⁽¹⁵⁾

4.3

%


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% Stockholders:
Entities affiliated with RA Capital Management(1)		7,856,612		16.5	%
FMR LLC(2)		5,197,357		10.9	%
Entities affiliated with Northpond Ventures, LP(3)		3,292,871		6.9	%
T. Rowe Price Associates, Inc.(4)		3,219,960		6.7	%
Sands Capital Ventures, LLC(5)		3,148,970		6.6	%
BlackRock, Inc.(6)		3,052,102		6.4	%
Avoro Capital Advisors LLC(7)		2,525,555		5.3	%
Named Executive Officers and Directors:
J. Kevin Judice, Ph.D.(8)		1,138,022		2.4	%
Scott Robertson(9)		356,338	*
Timothy Lu, M.D., Ph.D.(10)		277,706	*
Richard Scheller, Ph.D.(11)		122,331	*
Sharon Tetlow(12)		72,383	*
Jim Scopa(13)		68,383	*
Lisa Bowers(14)		15,347	*
Mittie Doyle, M.D.(15)		15,347	*
Jake Simson, Ph.D.		—	*
All executive officers and directors as a group (10 persons)(16)		2,367,012		4.9	%

* Represents beneficial ownership of less than one percent.

*	~~Represents beneficial ownership of less than one percent.~~

(1)

Based on information reported by RA Capital Management, L.P. (“RA Capital Management”) on a Schedule 13D/A filed with the SEC on March 29, 2023 and a Form 4 filed with the SEC on March 30, 2023, RA Capital Management, L.P., Peter Kolchinsky and Rajeev Shah have sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over all the shares; RA Capital Healthcare Fund, L.P. has sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over 7,070,205 shares. Dr. Kolchinsky and Mr. Shah are the controlling persons of RA Capital Management. Dr. Simson, a partner at RA Capital Management, is a member of our board of directors. The address for these entities is 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.

~~(1)~~

~~Based on information reported by RA Capital Management, L.P. (“RA Capital Management”) on a Schedule 13D filed with the SEC on September 27, 2021, individuals and~~ entities affiliated with RA Capital Management have sole voting and dispositive power with respect to 0 shares and sole or shared voting and dispositive power with respect 5,208,911 shares of our common stock. Dr. ~~Simson, a partner at RA Capital Management, is a member of our board of directors. The address for RA Capital Management is 200 Berkeley Street, 18th Floor, Boston, Massachusetts 02116.~~

~~(2)~~

~~Based on information reported by Northpond Ventures, LP (“Northpond”~~) on a Schedule 13D filed with the SEC on September 28, 2021, individuals and entities affiliated with Northpond have sole voting and dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 3,292,871 shares of our common stock. Dr. Gandhi, a Director at Northpond, is a member of our board of directors. The address for Northpond LP is 7500 Old Georgetown Road, Suite 850, Bethesda, MD 20814.

~~(3)~~

~~Based on information reported by Sands Capital Global Venture Fund II, L.P. (“Sands Capital”) on a Schedule 13D filed with the SEC on September 27, 2021, individuals and entities affiliated with Sands Capital have sole voting and dispositive power with~~

~~respect to 0 shares and shared voting and dispositive power with respect to 3,148,970 shares of our common stock. The address of Sands Capital is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.~~

(2)

Based on information reported by FMR LLC on a Schedule 13G/A filed with the SEC on February 9, 2023, FMR LLC has sole voting power with respect to 5,197,064 shares of common stock and sole dispositive power over all the shares. Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC, has sole dispositive power with respect to all the shares. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of these entities is 245 Summer Street, Boston, MA 02210.

~~(4)~~

~~Based on information reported by DRIEHAUS Capital Management LLC (“DCM”~~) on a Schedule 13G filed with the SEC on February 14, 2022, DCM has sole voting and dispositive power with respect to 0 shares and shared voting and dispositive power with respect to 2,146,642 shares of our common stock that are held by numerous clients of DCM on a fully discretionary basis in accounts managed by DCM. To the best of DCM's knowledge, none of DCM’s clients has the right to receive dividends or direct proceeds from the sale of interested relating to more than 5% of the class. ~~The address of DCM is 25 East Erie Street Chicago, Illinois 60611.~~

(3)

Based on information reported by Northpond Ventures, LP (“Northpond”) on a Schedule 13D/A filed with the SEC on November 10, 2022, Northpond Ventures, LP and Northpond Ventures GP, LLC have sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over 2,603,075 shares; Northpond Ventures II, LP and Northpond Ventures II GP, LLC have sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over 689,796 shares; Michael P. Rubin, sole managing member of each of Northpond GP and Northpond II GP, has sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over all the shares. The address for these entities is 7500 Old Georgetown Road, Suite 850, Bethesda, MD 20814.

~~(5)~~

Represents (i) 813,383 shares of our common stock held by Dr. Judice of which 236,273 shares are unvested and subject to repurchase by us if Dr. Judice ceases to provide service to us prior to the vesting of the shares; and (ii) 103,828 shares issuable upon the exercise of stock options held by Dr. Judice that are exercisable within 60 days of March 31, 2022.

(4)

Based on information reported by T. Rowe Price Associates, Inc. (“T. Rowe Price”) on a Schedule 13G filed with the SEC on February 14, 2023, T. Rowe Price has sole voting power with respect to 594,703 shares and sole dispositive power with respect to all the shares and shared voting and dispositive power over zero shares. The address for T. Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202.

~~(6)~~

Represents (i) 216,750 shares of our common stock held by Mr. Robertson of which 57,847 shares are unvested and subject to repurchase by us if Mr. Robertson ceases to provide service to us prior to the vesting of the shares; and (ii) 53,892 shares issuable upon the exercise of stock options held by Mr. Robertson that are exercisable within 60 days of March 31, 2022.

(5)

Based on information reported by Sands Capital Global Venture Fund II, L.P. (“Sands Capital”) on a Schedule 13D filed with the SEC on September 27, 2021, individuals and entities affiliated with Sands Capital have sole voting and dispositive power with respect to zero shares and shared voting and dispositive power over all the shares. The address of Sands Capital is 1000 Wilson Blvd., Suite 3000, Arlington, VA 22209.

~~(7)~~

Represents (i) 185,006 shares of our common stock held by Dr. Jacobsen of which 63,286 shares are unvested and subject to repurchase by us if Dr. Jacobsen ceases to provide service to us prior to the vesting of the shares; and (ii) 38,419 shares of underlying options to purchase common stock that are exercisable within 60 days of March 31, 2022.

(6)

Based on information reported by BlackRock, Inc. (“BlackRock”) on a Schedule 13G filed with the SEC on February 13, 2023, entities affiliated with BlackRock have sole voting power with respect to 2,979,122 shares and sole dispositive power with respect to 3,052,102 shares and shared voting and dispositive power over zero shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055.

~~(8)~~

Represents (i) 162,285 shares of our common stock held by Dr. Lu of which 104,574 shares are unvested and subject to repurchase by us if Dr. Lu ceases to provide service to us prior to the vesting of the shares; and (ii) 30,320 shares issuable upon the exercise of stock options held by Dr. Lu that are exercisable within 60 days of March 31, 2022.

(7)

Based on information reported by Avoro Capital Advisors LLC (“Avoro”) on a Schedule 13G filed with the SEC on February 14, 2023, Avoro and Behzad Aghazadeh, portfolio manager and controlling person of Avoro, have sole voting and dispositive power over all the shares and shared voting and dispositive power over zero shares. The address of these entities is 110 Greene Street, Suite 800, New York, NY 10012.

~~(9)~~

Represents (i) 92,524 shares of our common stock held by Dr. Scheller of which 17,303 shares are unvested and subject to repurchase by us if Dr. Scheller ceases to provide service to us prior to the vesting of the shares; and (ii) 20,453 shares of underlying options to purchase common stock that are exercisable within 60 days of March 31, 2022.

(8)

Represents (i) 813,383 shares of our common stock held by Dr. Judice of which 133,682 shares are unvested and subject to repurchase by us if Dr. Judice ceases to provide service to us prior to the vesting of the shares; and (ii) 324,639 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(10)~~

~~Represents (i) 52,841 shares of our common stock held of record by Mr. Scopa~~ ~~of which 28,813 shares are unvested and subject to repurchase by us if Mr. Scopa ceases to provide service to us prior to the vesting of the shares;~~ ~~(ii) 3,000 shares held of record by~~ ~~The James P. Scopa and Anne E. Kenner Family Trust, of which Mr. Scopa and his spouse are trustees, and (iii) 12,308~~ ~~shares issuable upon the exercise of stock options held by Mr. Scopa that are exercisable within 60 days of March 31, 2022.~~

(9)

Represents (i) 216,750 shares of our common stock held by Mr. Robertson of which 32,096 shares are unvested and subject to repurchase by us if Mr. Robertson ceases to provide service to us prior to the vesting of the shares; and (ii) 139,588 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(11)~~

Represents (i) 49,841 shares of our common stock held by Ms. Tetlow of which 28,813 shares are unvested and subject to repurchase by us if Ms. Tetlow ceases to provide service to us prior to the vesting of the shares; and (ii) 12,308 shares issuable upon the exercise of stock options held by Ms. Tetlow that are exercisable within 60 days of March 31, 2022.

(10)

Represents (i) 162,285 shares of our common stock held by Dr. Lu of which 57,241 shares are unvested and subject to repurchase by us if Dr. Lu ceases to provide service to us prior to the vesting of the shares; and (ii) 115,421 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(12)~~

~~Represents 1,180 shares issuable upon the exercise of stock options held by Ms. Bowers that are exercisable within 60 days of March 31, 2022.~~

(11)

Represents (i) 92,524 shares of our common stock held by Dr. Scheller of which 4,494 shares are unvested and subject to repurchase by us if Dr. Scheller ceases to provide service to us prior to the vesting of the shares; and (ii) 29,807 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(13)~~

~~Represents 1,180 shares issuable upon the exercise of stock options held by Dr. Doyle that are exercisable within 60 days of March 31, 2022.~~

(12)

Represents (i) 49,841 shares of our common stock held by Ms. Tetlow of which 9,430 shares are unvested and subject to repurchase by us if Ms. Tetlow ceases to provide service to us prior to the vesting of the shares; and (ii) 22,542 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(14)~~

~~Dr. Zachary resigned from the Board of Directors effective March 31, 2022.~~

(13)

Represents (i) 22,122 shares of our common stock held by Mr. Scopa of which 9,430 shares are unvested and subject to repurchase by us if Mr. Scopa ceases to provide service to us prior to the vesting of the shares; (ii) 23,719 shares held of record by The James P. Scopa and Anne E. Kenner Family Trust, of which Mr. Scopa and his spouse are trustees, and (iii) 22,542 shares issuable upon the exercise of stock options that are exercisable within 60 days of March 31, 2023.

~~(15)~~

Includes (i) 1,575,630 shares of our common stock held by our directors and executive officers; and (ii) 273,888 shares issuable upon the exercise of stock options held by our directors and executive officers that are exercisable within 60 days of March 31, 2022.

(14)

Represents 15,347 shares issuable upon the exercise of stock options held by Ms. Bowers that are exercisable within 60 days of March 31, 2023.

(15)

Represents 15,347 shares issuable upon the exercise of stock options held by Dr. Doyle that are exercisable within 60 days of March 31, 2023.

(16)

Includes (i) 1,563,263 shares of our common stock held by our directors and executive officers; and (ii) 803,749 shares issuable upon the exercise of stock options held by our directors and executive officers that are exercisable within 60 days of March 31, 2023.

EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of March 31, ~~2022:~~2023:


Name	Age	Position(s)
J. Kevin Judice, Ph.D.	5960	Founder, Chief Executive Officer and Director
Scott Robertson	4243	Chief Business and Financial Officer
Timothy Lu, M.D., Ph.D.	4748	Chief Medical Officer
John Jacobsen, Ph.D.	5455	Chief Scientific Officer

J. Kevin Judice, Ph.D. is one of our co-founders and has served as our Chief Executive Officer since August 2013. Dr. Judice’s biographical information is set forth above under the heading “Proposal No. 1 Election of Class III Directors – Continuing Directors.”

John Jacobsen, Ph.D. has served as our Chief Scientific Officer since June 2021, and has previously served as our Senior Vice President, Drug Discovery from September 2019 to June 2021, our Senior Vice President, Chemistry from March 2018 to September 2019, and our Vice President, Chemistry from November 2015 to March 2018. Prior to joining us, from June 1998 to October 2015, Dr. Jacobsen served in various capacities at Theravance Biopharma, a biopharmaceutical company, most recently as Senior Director of Medicinal Chemistry. Dr. Jacobsen received his A.B. in Chemistry from Harvard College and his Ph.D. in Organic Chemistry from the University of California, Berkeley.

Timothy Lu, M.D., Ph.D. has served as our Chief Medical Officer since August 2020. Prior to joining us, from October 2012 to August 2020, Dr. Lu held increasing leadership roles in clinical development including serving as the Therapeutic Area Lead for IBD at Genentech, Inc., a biopharmaceutical company that is now part of the Roche Group. Prior to Genentech, Dr. Lu completed his internal medicine training and gastroenterology fellowship at and was an Assistant Professor of Medicine in the Department of Gastroenterology at the University of California San Francisco. Dr. Lu is a board-certified Gastroenterologist. Dr. Lu received a B.S. in Biology from Yale University and his M.D., Ph.D. degree from the University of Texas Southwestern Medical Center.

Scott Robertson, M.B.A. has served as our Chief Financial Officer since December 2017 and as our Chief Business Officer since July 2021, previously serving as our Vice President of Business Development from April 2016 to December 2017. Prior to joining us, from March 2010 to April 2016, Mr. Robertson served as Business Development Director for DuPont Pioneer, with responsibility for mergers & acquisitions and strategic partnerships. From August 2006 to March 2010, Mr. Robertson was an investment professional at MPM Capital, a life sciences-dedicated venture capital fund. From 2005 to 2006, Mr. Robertson was a member of the healthcare investment banking team at Merrill Lynch & Co. In addition, he currently serves as a Lecturer at the Haas School of Business at the University of California, Berkeley and as a member of the board of directors of Hexima Limited, a biotechnology company. Mr. Robertson received his B.S. in Business Administration from the University of Southern California and his M.B.A. from the Haas School of Business at the University of California, Berkeley.

EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, ~~2021~~2022 and ~~2020. These~~2021. We refer to these individuals as our “named executive officers.” Our named executive officers, ~~who~~which include our principal executive officer and the two most highly-compensated executive officers (other than our principal executive officer) who were serving as executive officers ~~at the end of~~during the fiscal year ended December 31, ~~2021,~~2022, were:

•

J. Kevin Judice, Ph.D., Founder and Chief Executive Officer;

•

Scott Robertson, Chief Business and Financial Officer; and

•

Timothy Lu, M.D., Ph.D., Chief Medical Officer.

~~We refer to these individuals as our “named executive officers.”~~

~~Summary Compensation Table~~Scott Robertson

~~The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to~~

Chief Business and ~~earned by our named executive officers during the years ended December 31, 2021 and 2020.~~Financial Officer

Timothy Lu, M.D., Ph.D.

Name and Principal Position

Year

Salary($)

Bonus($)(4)

Option
Awards($)(1)

Equity
Awards($)(1)(2)

Non-Equity
Incentive Plan
Compensation($)(3)

All Other
Compensation($)

Total($)
J. Kevin Judice

Chief Executive Officer

2021

465,039

—

3,187,129

1,609,795

300,000

—

5,561,963

2020

437,000

—

—

—

199,500

—

636,500

Scott Robertson

Chief Business and

2021

388,262

—

1,362,748

428,008

200,000

—

2,379,018
Financial Officer

2020

365,000

—

—

98,955

140,000

—

603,955

Timothy Lu

Chief Medical Officer

2021

410,438

50,000

1,063,929

314,412

200,000

—

2,038,779

~~(1)~~

The amounts reported in the “Option Awards” and “Equity Awards” columns represent the aggregate grant date fair value of such awards granted to our named executive officers during the years ended December 31, 2020 and 2021 as computed in accordance with FASB ASC Topic 718, or ASC 718. The assumptions used in calculating the aggregate grant date fair value of the awards reported in this column are set forth in Note 10 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. Note that the amounts reported in these columns reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards.

Chief Medical Officer

(2) Represents profit interest units granted prior to the conversion of the Company from a limited liability company to a C corporation in September 2021. Upon the conversion, such profits interest were cancelled and holders received unvested restricted common stock.

~~(3)~~John Jacobsen, Ph.D.

~~The amounts reported in this column reflect cash bonuses awarded pursuant to the achievement of our 2021 and 2020 corporate objectives.~~

~~(4)~~

Represents a signing bonus paid to Dr. Lu following six months of employment pursuant to his offer letter. The signing bonus is subject to repayment in the event Dr. Lu voluntarily separates from the Company within one year of beginning employment.

~~Non-Equity Incentive Plan Compensation~~

~~Annual bonuses for our executive officers are based on the achievement of corporate performance objectives.~~ ~~For the 2021 bonuses, these objectives included development and financial milestones as well as milestones related to our initial public offering which we consummated in September 2021.~~ Based on the achievement of these corporate performance objectives, our board of directors determined to award bonuses ranging from 117.6% to 125% of each executive officer’s target bonus. For 2021, each of Dr. Judice, Mr. Robertson and Dr. Lu were awarded the bonuses reflected in the table above, which represented 120%, 125% and 117.6% of each individual’s 2021 target bonus of $250,000, $160,000 and $170,000, respectively.

~~2021 Outstanding Equity Awards at Fiscal Year-End Table~~

~~The following table presents, for each of our named executive officers, information regarding outstanding stock options and stock awards held as of December 31, 2021.~~

Option Awards
Stock Awards
Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
Date

Grant Date

Number
of Units
of Stock
That Have
Not
Vested (#)

Market
Value of
Units of
Stock That
Have Not
Vested ($)

J. Kevin Judice

11/1/2018
⁽¹⁾⁽³⁾⁽⁵⁾

12,877

325,917

3/26/2021
⁽¹⁾⁽³⁾⁽⁵⁾

247,311

6,259,441

9/14/2021
⁽²⁾⁽³⁾

74,686

225,540

17.00

9/14/2031

Scott Robertson

3/14/2019
⁽¹⁾⁽³⁾⁽⁵⁾

2,908

73,601

8/27/2020
⁽¹⁾⁽³⁾⁽⁵⁾

19,293

488,306

3/26/2021
⁽¹⁾⁽³⁾⁽⁵⁾

31,321

792,735

8/02/2021
⁽¹⁾⁽³⁾⁽⁵⁾

9,976

252,493

9/14/2021
⁽²⁾⁽⁴⁾

43,444

85,567

17.00

9/14/2031

Timothy Lu

8/27/2020
⁽¹⁾⁽³⁾⁽⁵⁾

66,415

1,680,964

3/26/2021
⁽¹⁾⁽³⁾⁽⁵⁾

48,303

1,222,549

9/14/2021
⁽²⁾⁽⁴⁾

19,896

80,168

17.00

9/14/2031

~~(1)~~

~~Equity award was granted under our 2014 Equity Incentive Plan.~~Chief Scientific Officer

~~(2)~~

~~Equity award was granted under our 2021 Equity Incentive Plan.~~

~~(3)~~

~~1/48~~^th ~~of the award vests on each monthly anniversary of the vesting commencement date, subject to the executive’s continued service.~~

~~(4)~~

~~1/48~~^th ~~of the award vests on each monthly anniversary of the vesting commencement date, with a one-year cliff, subject to the executive’s continued service.~~

~~(5)~~

~~Represents unvested restricted common stock issued to holders of DiCE LLC profit interest units in September 2021 upon conversion of the Company from a limited liability company to a C corporation.~~

~~Change in Control and Severance Arrangements with Our Named Executive Officers~~

~~Employment Agreements~~

~~J. Kevin Judice~~

On September 7, 2021, we entered into an amended and restated offer letter with Dr. Judice, our Chief Executive Officer. This amended and restated offer letter provides for an annual base salary of $500,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 50% of Dr. Judice’s base salary, in each case, subject to applicable withholdings and deductions. In February 2022, Dr. Judice’s base salary was increased to $540,000. Dr. Judice is an at-will employee and does not have a fixed employment term. Pursuant to Dr. Judice’s offer letter, he is eligible to our employee benefit plans that we offer to our employees.

Scott Robertson, M.B.A.has served as our Chief Financial Officer since December 2017 and as our Chief Business Officer since July 2021, previously serving as our Vice President of Business Development from April 2016 to December 2017. Prior to joining us, from March 2010 to April 2016, Mr. Robertson served as Business Development Director for DuPont Pioneer, with responsibility for mergers & acquisitions and strategic partnerships. From August 2006 to March 2010, Mr. Robertson was an investment professional at MPM Capital, a life sciences-dedicated venture capital fund. From 2005 to 2006, Mr. Robertson was a member of the healthcare investment banking team at Merrill Lynch & Co. In addition, he currently serves as a Lecturer at the Haas School of Business at the University of California, Berkeley and as a member of the board of directors of Hexima Limited, a biotechnology company. Mr. Robertson received his B.S. in Business Administration from the University of Southern California and his M.B.A. from the Haas School of Business at the University of California, Berkeley.

EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2022 and 2021. We refer to these individuals as our “named executive officers.” Our named executive officers, which include our principal executive officer and the two most highly-compensated executive officers (other than our principal executive officer) who were serving as executive officers during the fiscal year ended December 31, 2022, were:

•

J. Kevin Judice, Ph.D., Founder and Chief Executive Officer;

•

Scott Robertson, Chief Business and Financial Officer; and

•

Timothy Lu, M.D., Ph.D., Chief Medical Officer.

Scott Robertson

~~On September 7, 2021, we entered into an amended~~43

Chief Business and ~~restated offer letter with Mr. Robertson, our Chief~~ Financial and Business Officer. This amended and restated offer letter provides for an annual base salary of $400,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 40% of Mr. Robertson’s base salary, in each case, subject to applicable withholdings and deductions. In February 2022, Mr. Robertson’s base salary was increased to $440,000. Mr.Officer

~~Robertson is an at-will employee and does not have a fixed employment term. Pursuant to Mr. Robertson’s offer letter, he is eligible to our employee benefit plans that we offer to our employees.~~

Timothy Lu, M.D., Ph.D.

~~On September 7, 2021, we entered into an amended and restated offer letter with Dr. Lu, our~~ 48

Chief Medical Officer. This amended and restated offer letter provides for an annual base salary of $425,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 40% of Dr. Lu’s base salary, in each case, subject to applicable withholdings and deductions. In February 2022, Dr. Lu’s base salary was increased to $450,000. Dr. Lu is an at-will employee and does not have a fixed employment term. Pursuant to Dr. Lu’s offer letter, he is eligible to our employee benefit plans that we offer to our employees.Officer

John Jacobsen, Ph.D.

~~Potential Payments upon Termination or Change of Control~~55

Our named executive officers’ have also entered into change in control severance agreements which provide for the benefits described below upon a qualifying termination or a qualifying termination in connection with a change of control event. These arrangements expressly supersede all prior severance or acceleration entitlements.Chief Scientific Officer

Under the severance agreements, in the event that any of our named executive officers (or any other employee who has signed the same form of severance agreement) is terminated without “cause” or resigns for “good reason” (each, as defined in the severance agreements) outside of the period of three months before or 12 months after a “change of control” (as defined in the severance agreements), he will be entitled to (i) an amount equal to 9 months (12 months in the case of Dr. Judice) of his base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent the applicable individual timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of his (and is eligible dependents) premium payments for such continued coverage for the same period for which the individual receives severance.

Further, in the event that such termination without “cause” or resignation for “good reason,” occurs within three months before or 12 months following a “change of control” of the company, then (i) the amount payable as severance shall be increased to 12 months (18 months in case of Dr. Judice) of base salary at the rate in effect immediately prior to such termination plus 100% (150% in the case of Dr. Judice) of his then-current annual target bonus opportunity, payable in a cash lump sum, (ii) to the extent the applicable individual timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the full amount of his (and is eligible dependents) premium payments for such continued coverage for the same period for which the individual receives severance, and (iii) 100% vesting acceleration of all then-outstanding equity awards that are not then subject to any performance-based vesting criteria, including any awards for which all applicable performance-based vesting criteria have been satisfied such that only time based vesting criteria remains (any awards that remain subject to performance-based vesting criteria shall be governed solely by their applicable award agreements). All such payments and benefits will be subject to the applicable individual’s execution of a general release of claims against us.

~~EQUITY COMPENSATION PLAN INFORMATION~~

~~The following table presents information as of December 31, 2021 with respect to compensation plans under which shares of our common stock may be issued.~~

Plan category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights (1)

Weighted-average
exercise price of
outstanding options,
warrants and rights
(1)

Number of securities
remaining available
for future issuance
under equity
compensation plans
(2)

Equity compensation plans approved by security holders

1,473,812

$
17.57

4,715,520

Equity compensation plans not approved by security
holders

—

—

—

Total

1,473,812

$
17.57

4,715,520

Scott Robertson, M.B.A.has served as our Chief Financial Officer since December 2017 and as our Chief Business Officer since July 2021, previously serving as our Vice President of Business Development from April 2016 to December 2017. Prior to joining us, from March 2010 to April 2016, Mr. Robertson served as Business Development Director for DuPont Pioneer, with responsibility for mergers & acquisitions and strategic partnerships. From August 2006 to March 2010, Mr. Robertson was an investment professional at MPM Capital, a life sciences-dedicated venture capital fund. From 2005 to 2006, Mr. Robertson was a member of the healthcare investment banking team at Merrill Lynch & Co. In addition, he currently serves as a Lecturer at the Haas School of Business at the University of California, Berkeley and as a member of the board of directors of Hexima Limited, a biotechnology company. Mr. Robertson received his B.S. in Business Administration from the University of Southern California and his M.B.A. from the Haas School of Business at the University of California, Berkeley.

~~(1)~~

~~Includes our 2021 Equity Incentive Plan (2021 EIP).~~

EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2022 and 2021. We refer to these individuals as our “named executive officers.” Our named executive officers, which include our principal executive officer and the two most highly-compensated executive officers (other than our principal executive officer) who were serving as executive officers during the fiscal year ended December 31, 2022, were:

•

J. Kevin Judice, Ph.D., Founder and Chief Executive Officer;

~~(2)~~

~~The number of shares reserved for issuance under our 2021 Equity Incentive Plan increased automatically by 1,911,215 on January 1, 2022~~•

Scott Robertson, Chief Business and Financial Officer; and will increase automatically on the first day of January of each of 2023 through 2031 by the number of shares equal to five percent (5%) of the total number of outstanding shares of all classes of the company’s common stock outstanding on each December 31 immediately prior to the date of increase or a lower number approved by our board of directors. As of December 31, 2021, there were 4,715,520 shares of common stock available for issuance under the 2021 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2021 ESPP increased automatically by 382,243 on January 1, 2022 and will increase automatically on the first day of January of each year during the term of the 2021 Employee Stock Purchase Plan by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or a lower number approved by our board of directors.

~~CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS~~

The following is a summary of transactions entered into or existing from January 1, 2020 to the present in which the amount involved exceeds $120,000 to which we or any of our subsidiaries was (or is to be) a party and in which any director, director nominee, executive officer, holder of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had (or will have) a direct or indirect material interest, except for payments set forth under “Proposal No. 1 Election of Class I Directors” and “Executive Compensation” above.

~~Series C Convertible Preferred Stock Financing~~

In December 2020, we sold an aggregate of 5,239,620 shares of our Series C convertible preferred stock at a purchase price of $10.37 per share for an aggregate purchase price of approximately $54.3 million.

In July 2021, we closed the second tranche of our Series C convertible preferred stock sale, resulting in the issuance of 2,619,985 shares of our Series C convertible preferred stock at a price of $10.37 per share for an aggregate purchase price of approximately $27.2 million. Each share of our Series C convertible preferred stock converted into shares of our common stock upon the completion of our initial public offering.

The following table summarizes the Series C convertible preferred stock purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our Series C convertible preferred stock.

Name of Stockholder

Number of Shares of
Series C Convertible
Preferred Stock⁽⁴⁾


Total
Purchase
Price
($)⁽⁴⁾

Entities affiliated with RA Capital Management⁽¹⁾


2,892,290


$
29,999,999

Northpond Ventures, LP⁽²⁾


867,687


$
8,999,997

Entities affiliated with Sands Capital Ventures, LLC⁽³⁾


626,662


$
6,499,997

•

Timothy Lu, M.D., Ph.D., Chief Medical Officer.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 2022 and 2021.


Name and Principal Position	Year	Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)(3)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(4)		Total ($)
J. Kevin Judice, Ph.D.	2022		540,000	—		—			4,933,577		300,000		5,773,577
Chief Executive Officer	2021		465,039	—			1,609,795		3,187,129		300,000		5,561,963
Scott Robertson	2022		440,000	—		—			1,977,149		250,000		2,667,149
Chief Business and Financial Officer	2021		388,262	—			428,008		1,362,748		200,000		2,379,018
Timothy Lu, M.D., Ph.D.	2022		450,000	—		—			2,022,088		250,000		2,722,088
Chief Medical Officer	2021		410,438		50,000		314,412		1,063,929		200,000		2,038,779

~~(1)~~

~~Jake Simson, Ph.D. is a member of our board of directors and is a Partner at RA Capital Management.~~

(1)

Represents a signing bonus paid to Dr. Lu following six months of employment pursuant to his offer letter.

(2)

The amounts reported in the “Option Awards” and “Stock Awards” columns represent the aggregate grant date fair value of such awards granted to our named executive officers during the years ended December 31, 2022 and 2021 as computed in accordance with FASB ASC Topic 718, or ASC 718. The assumptions used in calculating the aggregate grant date fair value of the awards reported in this column are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in these columns reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards.

(3)

Represents profit interest units granted prior to the conversion of the Company from a limited liability company to a C corporation in September 2021. Upon the conversion, such profits interest were canceled and holders received unvested restricted common stock.

(4)

The amounts reported in this column reflect cash bonuses earned in 2022 and 2021 pursuant to the achievement of our corporate objectives and paid in 2023 and 2022, respectively.

Non-Equity Incentive Plan Compensation

Annual bonuses for our executive officers are based on the achievement of corporate performance objectives. For the 2022 bonuses, these objectives were tied to research and development milestones, as well as operational and financial priorities. Based on the achievement of these corporate performance objectives, the board of directors determined to award bonuses ranging from 111% to 142% of each executive officer’s target bonus. For 2022, each of Dr. Judice, Mr. Robertson and Dr. Lu were awarded the bonuses reflected in the table above, which represented 111%, 142% and 139% of each individual’s 2022 target bonus of $270,000, $176,000 and $180,000, respectively.

Stock Option Awards

Pursuant to our 2021 Equity Incentive Plan, or 2021 EIP, in April 2022, the Compensation Committee as part of the annual review process, approved options to purchase shares of our common stock for: Dr. Judice to acquire 384,900 shares; Mr. Robertson to acquire 154,250 shares; and Dr. Lu to acquire 157,756 shares. All stock options were granted with an exercise price per share equal to the fair market value of a share of our common stock on the date of grant and vest on a monthly basis over four years.

Outstanding Equity Awards at 2022 Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options and stock awards held as of December 31, 2022.


			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)			Market Value of Shares or Units of Stock That Have Not Vested $(2)
J. Kevin Judice, Ph.D.	3/26/2021	(3)										167,102	(5)		5,213,582
	9/14/2021	(4)		20,464	—				17.00	9/14/2031
	9/14/2021	(4)		123,469		156,293	(5)		17.00	9/14/2031
	4/14/2022	(4)		88,206		296,694	(5)		19.64	4/13/2032
Scott Robertson	3/14/2019	(3)										416	(5)		12,979
	8/27/2020	(3)										12,058	(5)		376,210
	3/26/2021	(3)										21,163	(5)		660,286
	8/2/2021	(3)										7,255	(5)		226,356
	9/14/2021	(4)		7,191	—				17.00	9/14/2031
	9/14/2021	(4)		61,327		60,493	(6)		17.00	9/14/2031
	4/14/2022	(4)		35,348		118,902	(5)		19.64	4/13/2022
Timothy Lu, M.D., Ph.D.	8/27/2020	(3)										41,509	(6)		1,295,081
	3/26/2021	(3)										32,637	(5)		1,018,274
	9/14/2021	(4)		18,260		13,044	(6)		17.00	9/14/2031
	9/14/2021	(4)		26,652		42,108	(5)		17.00	9/14/2031
	4/14/2022	(4)		36,152		121,604	(5)		19.64	4/13/2032

~~(2)~~

~~Shaan C. Gandhi, M.D., D. Phil. is a member of our board of directors and is a Director at, and employed by, Northpond Ventures, LLC.~~

(1)

Represents unvested restricted common stock issued to holders of DiCE LLC profit interest units in September 2021 upon conversion of the Company from a limited liability company to a C corporation.

(2)

Based on the closing price of our common stock on December 30, 2022, the last trading date of 2022, of $31.20.

(3)

Equity award was granted under our 2014 Equity Incentive Plan.

(4)

Equity award was granted under our 2021 EIP.

(5)

1/48th of the award vests on each monthly anniversary of the vesting commencement date, subject to the executive’s continued service.

(6)

1/48th of the award vests on each monthly anniversary of the vesting commencement date, with a one-year cliff, subject to the executive’s continued service.

Employment Agreements

Each of our executive officers are employed on an at-will basis, with no fixed term of employment, pursuant to the terms of their respective offer letters. Pursuant to their respective offer letters, each of our executive officers are eligible for our employee benefit plans that we offer to our employees.

J. Kevin Judice, Ph.D.

On September 7, 2021, we entered into an amended and restated offer letter with Dr. Judice, our Chief Executive Officer. This amended and restated offer letter provides for an annual base salary of $500,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 50% of his base salary, in each case, subject to applicable withholdings and deductions. Dr. Judice’s annual base salary was increased to $540,000 in February 2022 and to $575,000 in February 2023. In February 2023, Dr. Judice’s annual target bonus was increased to 55% of his base salary.

Scott Robertson

On September 7, 2021, we entered into an amended and restated offer letter with Mr. Robertson, our Chief Financial and Business Officer. This amended and restated offer letter provides for an annual base salary of $400,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 40% of his base salary, in each case, subject to applicable withholdings and deductions. Mr. Robertson’s annual base salary was increased to $440,000 in February 2022 and to $475,000 in February 2023.

Timothy Lu, M.D., Ph.D.

On September 7, 2021, we entered into an amended and restated offer letter with Dr. Lu, our Chief Medical Officer. This amended and restated offer letter provides for an annual base salary of $425,000, paid in periodic installments in accordance with our regular payroll practices, as well as an annual target bonus of 40% of Dr. Lu’s base salary, in each case, subject to applicable withholdings and deductions. Dr. Lu’s annual base salary was increased to $450,000 in February 2022 and to $472,500 in February 2023.

Potential Payments upon Termination or Change of Control

Our named executive officers have also entered into change in control severance agreements which provide for the benefits described below upon a qualifying termination or a qualifying termination in connection with a change of control event. These arrangements expressly supersede all prior severance or acceleration entitlements.

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 31, 2022 with respect to compensation plans under which shares of our common stock may be issued.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)		3,660,697	$	18.57		5,172,871	(2)
Equity compensation plans not approved by security holders		—		—		—
Total		3,660,697	$	18.57		5,172,871

~~(3)~~

~~Stephen Zachary, Ph.D. is a Partner at Sands Capital Ventures.~~ ~~Dr.~~ ~~Zachary resigned from the Board on March 31, 2022.~~

(1)

Includes our 2021 EIP and 2021 Employee Stock Purchase Plan (2021 ESPP). The shares issuable pursuant to our 2021 ESPP are not included in the number of securities to be issued pursuant to rights outstanding or the weighted-average exercise price of such rights as of December 31, 2022, as those numbers are not known.

The following is a summary of transactions entered into or existing from January 1, 2022 to the present in which the amount involved exceeds $120,000 to which we or any of our subsidiaries was (or is to be) a party and in which any director, director nominee, executive officer, holder of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had (or will have) a direct or indirect material interest, except for payments set forth under “Proposal No. 1 Election of Class II Directors” and “Executive Compensation” above.

RA Capital Management, L.P. purchased an aggregate of 1,640,000 shares of our common stock in our underwritten public offering on October 17, 2022, at the initial public offering price of $36.50 per share for an aggregate total purchase price of $59,860,000. RA Capital Management, L.P. holds more than 5% of our outstanding capital stock. Jake Simson, Ph.D. is a member of our board of directors and is a Partner at RA Capital Management.

Our Board of Directors has adopted a written related-person transactions policy. Under this policy, our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our audit committee, or a committee composed solely of independent directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 will be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

In August 2021, we sold an aggregate of 4,446,050 shares of our Series C-1 convertible preferred stock at a purchase price of $13.50 per share for an aggregate purchase price of approximately $60.0 million. Each share of our Series C-1 convertible preferred stock converted into shares of our common stock upon the completion of our initial public offering.

The following table summarizes the Series C-1 convertible preferred stock purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock.

Certain of our principal stockholders and their affiliated entities, including stockholders affiliated with certain of our directors, purchased an aggregate of 1,651,000 shares of our common stock in our initial public offering on September 17, 2021, at the initial public offering price of $17.00 per share. The following table summarizes the shares of common stock purchased by our executive officers, members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock in an amount exceeding $120,000:

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting. Our bylaws provide that for stockholder nominations to our Board of Directors or other proposals to be considered at an annual meeting of stockholders, the stockholder must give timely notice thereof in writing to the Corporate Secretary at DICE Therapeutics, Inc., 400 East Jamie Court, Suite 300, South San Francisco, California 94080.

To be timely for our company’s annual meeting of stockholders to be held in 2023 (2023 Annual Meeting), a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices not earlier than the close of business on February 22, 2023 and not later than the close of business on March 24, 2023. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the 2023 Annual Meeting the information required by applicable law and our bylaws. However, if the date of the 2023 Annual Meeting is more than 30 days before or more than 60 days after ~~the one-year anniversary of the date of our 2022 Annual Meeting~~, for the stockholder notice to be timely, it must be delivered to the Corporate Secretary at our principal executive offices not earlier than the close of business on the 105th day prior to the currently proposed annual meeting and not later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us.

To be timely for our company’s annual meeting of stockholders to be held in 2024 (2024 Annual Meeting), a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices not earlier than the close of business on February 23, 2024 and not later than the close of business on March 24, 2024. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the 2024 Annual Meeting the information required by applicable law and our bylaws. However, if the date of the 2024 Annual Meeting is more than 30 days before or more than 60 days after the one-year anniversary of the date of our 2023 Annual Meeting, for the stockholder notice to be timely, it must be delivered to the Corporate Secretary at our principal executive offices not earlier than the close of business on the 105th day prior to the currently proposed annual meeting and not later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us.

Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials. Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2024 Annual Meeting must be received by us not later than December 28, 2023 in order to be considered for inclusion in our proxy materials for that meeting. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the 2024 Annual Meeting the information required by applicable law and our bylaws.

In addition to satisfying the requirements under our Bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 8, 2024.

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in the fiscal year ended December 31, 2022, except due to an administrative error, four Form 4s filed on April 19, 2022 to report option grants made on April 14, 2022 to J. Kevin Judice, Scott Robertson, John Jacobsen and Timothy Lu; and one Form 4 filed by Jim Scopa on March 21, 2023 to report a gift of our common stock made by Jim Scopa to a family trust on October 24, 2022.

The Annual Report on Form 10-K is also available at https://investors.dicetherapeutics.com/.

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our Annual Report on Form 10-K and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided other instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.

We expect that a number of brokers with account holders who are our stockholders will be “householding” our Annual Report on Form 10-K and proxy materials, including the Notice of Internet Availability. A single Notice of internet Availability and, if applicable, a single set of Annual Report on Form 10-K and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting their broker. Stockholders of record may revoke their consent at any time by contacting American Stock Transfer & Trust Company, LLC, either by calling toll-free (800) 937-5449, or by writing to American Stock Transfer & Trust Company, LLC, Operations Center, 6201 15^th Avenue, Brooklyn, New York 11219.

Upon written or oral request, we will undertake to promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, proxy statement, proxy card, Annual Report on Form 10-K and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, proxy statement, proxy card, Annual Report on Form 10-K and other proxy materials,, you may write our Investor Relations Department at DICE Therapeutics, Inc., 400 East Jamie Court, Suite 300, South San Francisco, California 94080, Attn: Investor Relations,, or contact Katie Engleman, 1AB, at ~~katie@1abmedia.com~~. katie@1abmedia.com.

Any stockholders who share the same address and currently receive multiple copies of our Notice of Internet Availability or Annual Report on Form 10-K and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about “householding” or our Investor Relations Department at the address or telephone number listed above.

Our Board of Directors does not presently intend to bring any other business before the meeting and, so far as is known to the Board of Directors, no matters are to be brought before the meeting except as specified in the notice of the meeting. As to any business that may arise and properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

~~Name~~	~~Age~~	~~Class~~
~~Shaan C. Gandhi, M.D., D.Phil.~~ ⁽²⁾⁽³⁾	36	~~Class I Director~~
~~Lisa Bowers~~ ⁽¹⁾	46	~~Class I Director~~
~~Mittie Doyle, M.D.~~⁽³⁾⁽⁴⁾	57	~~Class I Director~~

~~Name~~	~~Age~~	~~Class~~
~~Jim Scopa~~⁽¹⁾⁽²⁾	63	~~Class II Director~~
~~Jake Simson, Ph.D.~~⁽¹⁾⁽⁴⁾	36	~~Class II Director~~
~~J. Kevin Judice, Ph.D.~~	58	~~Class III Director~~
~~Richard Scheller, Ph.D.~~ ⁽⁴⁾	68	~~Class III Director~~
~~Sharon Tetlow~~ ⁽²⁾⁽³⁾	62	~~Class III Director~~


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)(2)		Stock Awards ($)(2)		Total ($)
Richard Scheller, Ph.D.(3)		66,875		305,001		—		371,876
Lisa Bowers(4)		31,875		520,636		—		552,511
Mittie Doyle, M.D.(5)		31,875		520,636		—		552,511
Shaan C. Gandhi, M.D., D.Phil.(6)		3,438		—		—		3,438
Jim Scopa(7)		57,500		207,400		—		264,900
Jake Simson, Ph.D.(8)		24,045		207,400		—		231,445
Sharon Tetlow		57,500		207,400		—		264,900
Stephen Zachary, Ph.D.(9)		—		—		—		—

Fees Billed	Fiscal Year 2021		Fiscal Year 2020
Audit fees⁽¹⁾	$	1,678,347	$	391,174
Audit-related fees⁽²⁾		—		—
Tax fees⁽³⁾		—		—
All other fees⁽⁴⁾	—		—
Total fees	$	1,678,347	$	391,174


Fees Billed	2022		2021
Audit fees(1)	$	964,250	$	1,678,347
Audit-related fees(2)		—		—
Tax fees(3)		—		—
All other fees(4)		—		—
Total fees	$	964,250	$	1,678,347


		Page
INFORMATION ABOUT SOLICITATION AND VOTING		1

GENERAL INFORMATION ABOUT THE MEETING		1

GENERAL PROXY INFORMATION		2	3

CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE		4	6

PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS		10	12

PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1416

PROPOSAL NO. 3 Approval of an Amended and Restated Certificate of Incorporation to Permit the Exculpation of Officers	17

REPORT OF THE AUDIT COMMITTEE		15	18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		16	19

EXECUTIVE OFFICERS		1822


EXECUTIVE COMPENSATION		19	23

EQUITY COMPENSATION PLAN INFORMATION		23	26

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		24	27

ADDITIONAL INFORMATION		26	28

OTHER MATTERS		28	29


Total Number of Directors: 7 directors
	Female	Male	Non-Binary	Did Not Disclose Gender	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity	Part I: Gender Identity
Directors	1	5	—	2	2	3	—	2

Part II: Demographic Background	Part II: Demographic Background
Asian	—	1	—	—
White	1	4	—	—	2	3	—	—
Did Not Disclose Demographic Background	—	—	—	2	—	—	—	2


Name	Outstanding Option Awards		Outstanding Stock Awards
Richard Scheller, Ph.D.		75,606		7,303
Lisa Bowers		42,500		—
Mittie Doyle, M.D.		42,500		—
Jim Scopa		55,407		16,352
Jake Simson, Ph.D.		21,250		—
Sharon Tetlow		55,407		16,352

Name	Fees Earned or Paid in Cash		Option Awards⁽¹⁾		Equity Awards⁽¹⁾	Total
Richard Scheller	$	62,789	$	466,626	$ 99,938		$	629,353
Shaan C. Gandhi		—		—	—			—
Jim Scopa		51,652		359,846	246,143			657,641
Jake Simson		—		—	—			—
Sharon Tetlow		52,810		359,846	246,143			658,799
Stephen Zachary⁽²⁾		—		—	—			—

	Beneficial Ownership
Name of Beneficial Owner	Number		Percent
5% Stockholders
Entities affiliated with RA Capital Management⁽¹⁾		5,208,911		13.6	%
Entities affiliated with Northpond Ventures, LP⁽²⁾		3,292,871		8.6	%
Entities affiliated with Sands Capital Ventures, LLC⁽³⁾		3,148,970		8.2	%
DRIEHAUS Capital Management LLC⁽⁴⁾		2,146,642		5.6	%
Directors and Named Executive Officers:
J. Kevin Judice⁽⁵⁾		917,211	2.4		%
Scott Robertson⁽⁶⁾		270,642	*
John Jacobsen⁽⁷⁾		223,425	*
Timothy Lu⁽⁸⁾		192,605	*
Richard Scheller⁽⁹⁾		112,977	*
Shaan C. Gandhi		—	*
Jim Scopa⁽¹⁰⁾		68,149	*
Jake Simson		—	*
Sharon Tetlow⁽¹¹⁾		62,149	*
Lisa Bowers⁽¹²⁾		1,180	*
Mittie Doyle⁽¹³⁾		1,180	*
Stephen Zachary⁽¹⁴⁾		—	*
All executive officers and directors as a group (12 persons)⁽¹⁵⁾			4.3		%

Name and Principal Position	Year	Salary($)	Bonus($)(4)	Option Awards($)(1)	Equity Awards($)(1)(2)	Non-Equity Incentive Plan Compensation($)(3)	All Other Compensation($)	Total($)
J. Kevin Judice
Chief Executive Officer	2021	465,039	—	3,187,129	1,609,795	300,000	—	5,561,963
	2020	437,000	—	—	—	199,500	—	636,500

Scott Robertson
Chief Business and	2021	388,262	—	1,362,748	428,008	200,000	—	2,379,018
Financial Officer	2020	365,000	—	—	98,955	140,000	—	603,955

Timothy Lu
Chief Medical Officer	2021	410,438	50,000	1,063,929	314,412	200,000	—	2,038,779

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted-average exercise price of outstanding options, warrants and rights (1)		Number of securities remaining available for future issuance under equity compensation plans (2)
Equity compensation plans approved by security holders		1,473,812	$	17.57		4,715,520
Equity compensation plans not approved by security holders	—		—		—
Total		1,473,812	$	17.57		4,715,520


Name of Stockholder	Number of Shares of Series C Convertible Preferred Stock⁽⁴⁾		Total Purchase Price ($)⁽⁴⁾
Entities affiliated with RA Capital Management⁽¹⁾		2,892,290	$	29,999,999
Northpond Ventures, LP⁽²⁾		867,687	$	8,999,997
Entities affiliated with Sands Capital Ventures, LLC⁽³⁾		626,662	$	6,499,997


Name of Stockholder	Number of Shares of Series C-1 Convertible Preferred Stock		Total Purchase Price ($)
Entities Affiliated with RA Capital Management⁽¹⁾		916,621	$	12,369,997
Entities Affiliated with Northpond Ventures, LP⁽²⁾		454,796	$	6,137,566
Entities affiliated with Sands Capital Private Growth⁽³⁾		565,384	$	7,629,994


	Shares of	Total purchase
Name of stockholder	stock	price ($)
Entities Affiliated with RA Capital Management (1)	1,400,000	23,800,000
Entities Affiliated with Northpond Ventures, LP (2)	235,000	3,995,000
Jim Scopa	6,000	102,000


☐	Preliminary Proxy Statement


☒	No fee required.