LeonaBio (LONA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 18, 2026, to be held virtually for shareholder participation and voting.

• Six key proposals will be presented, including share issuances, equity plan approval, and charter amendment.

• Board recommends voting in favor of all proposals to support corporate transactions and future flexibility.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 5,502,402 shares upon exercise of a pre-funded warrant to Sermonix Pharmaceuticals, subject to Nasdaq Rule 5635(a)(2).

• Proposal 2: Approve issuance of shares to Sermonix if it would own over 19.99% of outstanding stock, per Nasdaq Rule 5635(b).

• Proposal 3: Approve issuance of shares to Perceptive Advisors if it would own over 19.99% of outstanding stock, per Nasdaq Rule 5635(b).

• Proposal 4: Approve the 2026 Equity Incentive Plan, replacing the 2020 plan.

• Proposal 5: Amend certificate of incorporation to increase authorized common stock from 90M to 400M shares.

• Proposal 6: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board recommends voting “FOR” all proposals and has engaged a proxy solicitation firm for the meeting.

• PIPE Financing agreement entitles certain investors to board representation if they hold 5% or more of shares.

• Board has adopted and periodically updated an outside director compensation policy, with annual and initial equity awards.