Item 5. Other Information
Item 5. Other Information.
During the three months ended June 30, 2026 , Deborah Messemer , a member of the Company’s Board of Directors , adopted a written trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The trading arrangement provides for the sale of up to 47,700 shares of the Company’s common stock to be acquired upon the vesting of restricted stock units, representing 50% of the gross number of shares scheduled to vest on December 18, 2026 and June 18, 2027, with sales to occur at market prices during the applicable sale periods specified in the trading arrangement. The trading arrangement is scheduled to terminate on June 30, 2027 , or earlier upon the completion of all sales under the trading arrangement or upon the occurrence of certain other termination events specified in the trading arrangement. No other director or officer adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended June 30, 2026.
Item 6. Exhibits.
Exhibit
number
Description of document
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on October 15, 2018).
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on June 17, 2022).
3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on June 22, 2026).
3.4 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38693), filed with the SEC on October 15, 2018).
4.1 Reference is made to Exhibits 3.1 and 3.4 .
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4.2 Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-227333), filed with the SEC on October 2, 2018).
10.1 Termination Agreement, dated May 12, 2026, by and between the Registrant, Overland Therapeutics (SH) Co. Ltd. and Overland Therapeutics Inc .
10.2 Second Amended and Restated Shareholders’ Agreement, dated May 12, 2026, by and between the Registrant, Overland Therapeutics Inc. and HH BioPharma Holdings Ltd.
10.3+ Consulting Agreement, effective as of August 9, 2018, by and between the Registrant and Bellco Capital LLC, as amended. (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-38693), filed with the SEC on May 13, 2026).
10.4+ Employment Agreement, dated May 28, 2026, by and between the Registrant and Zachary Roberts , M.D., Ph.D.
10.5 First Amendment to the Amended and Restated Strategic Collaboration Agreement, effective as of August 5, 2025, by and between the Registrant and Foresight Diagnostics, Inc.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 The cover page from the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL.
+ Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 12, 2026 By: /s/ Zachary Roberts
Zachary Roberts, M.D., Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 12, 2026 By: /s/ Geoffrey Parker
Geoffrey Parker
Chief Financial Officer
(Principal Financial Officer)
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