LeonaBio (LONA) Proxy Filing summary

Executive summary

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

• Proposals include share issuances related to the Sermonix transaction, PIPE financing, a new equity incentive plan, and an amendment to increase authorized shares.

• Board recommends voting in favor of all proposals to support ongoing corporate initiatives and flexibility.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 5,502,402 shares upon exercise of the Sermonix Pre-Funded Warrant, subject to Nasdaq Rule 5635(a)(2).

• Proposal 2: Approve issuance of shares to Sermonix if ownership exceeds 19.99% post-exercise, per Nasdaq Rule 5635(b).

• Proposal 3: Approve issuance of shares to Perceptive Advisors if ownership exceeds 19.99% post-exercise, 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 necessary to solicit additional proxies.

Board of directors and corporate governance

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

• Board to facilitate resignation of two current members within six months of PIPE closing.

• Board and compensation committee oversee executive and director compensation, with independent consultants engaged.