Item 5. Other Information

(a) On July 27, 2023, the Board of Directors of the Company amended the Company’s bylaws, effective as of such date (as so amended, the “Bylaws”). The amendments reflected in the Bylaws:

• implement, update and enhance the procedure and information requirements for the nominations of person for election to the Company’s Board of Directors and the proposal of business to be considered by stockholders, including to address matters relating to the new universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934;

• implement certain revisions to reflect recent amendments to the Delaware General Corporation Law (the “DGCL”), including to clarify certain procedures relating to stockholder meetings;

• adopt exclusive forum provisions designating (i) the Court of Chancery of the State of Delaware as the exclusive forum for derivative actions, actions asserting claims of breach of a fiduciary duty by directors, officers or employees, claims based on the DGCL or the Company’s certificate of incorporation or bylaws, and claims governed by the internal affairs doctrine and (ii) the federal district courts of the United States as the exclusive forum for all claims arising under the Securities Act of 1933; and

• incorporate certain other administrative, modernizing, clarifying and conforming changes.

The foregoing description of the amendment to the Bylaws is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

(c) During the three months ended June 30, 2023, the following officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted a prearranged trading plan relating to our common stock and intended to satisfy the affirmative defense of Rule 10b5–1(c) under the Securities Exchange Act of 1934:

Steven Stein, our Executive Vice President and Chief Medical Officer, adopted a trading plan on June 5, 2023 providing for the sale of up to an aggregate of 29,154 shares of our common stock until June 5, 2024.

During the three months ended June 30, 2023, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934) of our Company adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities, whether or not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), other than as set forth above.