DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant 

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

Damora Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 29, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Damora Therapeutics, Inc. (the “Company” or “Damora Therapeutics”). The meeting will be held virtually on Wednesday, June 17, 2026 at 9:00 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/DMRA2026, where you will be able to vote electronically and submit questions. You will need the 16-digit control number, which is located on your Notice of Internet Availability that you received in the mail and proxy card, to attend the Annual Meeting. We are utilizing a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location. We believe that the virtual-only meeting format enhances stockholder participation, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Annual Meeting Proxy Statement (the “Proxy Statement”). Only Damora Therapeutics, Inc. stockholders of record at the close of business on April 22, 2026, will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof.

At the Annual Meeting, the agenda includes the election of two Class III directors for a three-year term ending at our 2029 Annual Meeting of Stockholders; the approval, on an advisory basis, of the compensation paid to our named executive officers; an advisory vote on the frequency of future advisory votes to approve the compensation paid to our named executive officers; and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. Accordingly, you can access the proxy materials and vote at www.proxyvote.com. Instructions for accessing the proxy materials and voting are described below and in the Notice of Internet Availability that you received in the mail. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the enclosed proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet or, if you request to receive a printed set of the proxy materials, by telephone or by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means, at your earliest convenience.

We hope that you will join us for the Annual Meeting on Wednesday, June 17, 2026. Your investment and continuing interest in the Company are very much appreciated.

     Sincerely,
 
/s/ Jennifer Jarrett

     Jennifer Jarrett

    

     President, Chief Executive Officer and Director

    

Damora Therapeutics, Inc.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS


TIME:	9:00 a.m. Eastern Time
DATE:	Wednesday, June 17, 2026
PLACE:	The Annual Meeting will be conducted virtually at www.virtualshareholdermeeting.com/DMRA2026.
PURPOSES:	1. To elect Michael Landsittel and Cameron Turtle, D.Phil, as Class III members of the Board of Directors, to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal; 2. To approve, on an advisory basis, the compensation paid to our named executive officers; 3. To conduct an advisory vote on the frequency of future advisory votes to approve the compensation paid to our named executive officers; and 4. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
RECORD DATE:	The Board of Directors has fixed the close of business on April 22, 2026 as the record date for determining stockholders entitled to notice of and to vote at the meeting.
MEETING ADMISSION:	All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.
VOTING BY PROXY:	If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

     By order of the Board of Directors,

    

     /s/ Jennifer Jarrett

    

     Jennifer Jarrett
President, Chief Executive Officer and Director

Waltham, Massachusetts
April 29, 2026

TABLE OF CONTENTS


		PAGE

General Information		1
Proposal No. 1: Election of Directors		6
Director Biographies		7
Executive Officers		9
The Board of Directors and its Committees		10
Executive Officer Compensation		15
Director Compensation		23
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		25
Equity Compensation Plan Information		27
Certain Relationships and Related Person Transactions		28
Audit Committee Report		29
Proposal No. 2: Approval, on Advisory Basis, of The Compensation Paid to Our Named Executive Officers		30
Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		31
Proposal No. 4: Ratification of the Selection of Independent Registered Public Accounting Firm		32
Corporate Governance		34
Stockholder Proposals		35
Where You Can Find More Information		36

iii

LEGAL MATTERS

Important Notice Regarding the Internet Availability of Proxy Materials for the Company’s Annual Meeting to be Held on June 17, 2026: This proxy statement, the accompanying proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), are available to stockholders of record for reviewing, printing and downloading at www.proxyvote.com. A copy of our 2025 Annual Report, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Damora Therapeutics, Inc., 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 Attention: Corporate Secretary. This proxy statement and our 2025 Annual Report are also available on the SEC’s website at www.sec.gov.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program and equity compensation utilization. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Use of Trademarks. Damora Therapeutics is the trademark of Damora Therapeutics, Inc. Other names and brands may be claimed as the property of others.

November 2025 Acquisition. On November 10, 2025, we acquired Damora Therapeutics, Inc. (“Damora”) (the “Asset Acquisition”) pursuant to an Agreement and Plan of Merger (the “Acquisition Agreement”), by and among the Company, Daylight Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Daylight Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Damora. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Damora, pursuant to which Damora was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Damora merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity and continued under the name “Damora Therapeutics, LLC.” On March 10, 2026, we changed our name from “Galecto, Inc.” to “Damora Therapeutics, Inc.” and our Nasdaq ticker symbol from “GLTO” to “DMRA.”

DAMORA THERAPEUTICS, INC.

221 Crescent Street

Building 23, Suite 105

Waltham, MA 02453

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 17, 2026

AT 9:00 A.M. EASTERN TIME

GENERAL INFORMATION

When are this proxy statement and the accompanying material scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 29, 2026, we will begin mailing 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 2025 Annual Report. The Notice of Internet Availability also instructs you on how to submit your proxy or voting instructions through the Internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. For shares held in street name (held for your account by a broker or other nominee), you will receive a voting instruction form from your broker or nominee. Our 2025 Annual Report is available on our website at www.damoratx.com by following the link for “Investors.”

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials, will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, a Notice of Internet Availability will be mailed to holders of record and beneficial owners of shares of our common stock starting on or about April 29, 2026. The Notice of Internet Availability will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card, and our 2025 Annual Report, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to stockholders by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail, or electronically by e-mail, on an ongoing basis for future stockholder meetings. Please note that while our proxy materials are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and our 2025 Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

Who is soliciting my vote?

The Board of Directors of Damora Therapeutics, Inc. (the “Board of Directors” or the “Board”) is soliciting your vote for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

When is the record date for the Annual Meeting?

The Board of Directors has fixed the record date for the Annual Meeting as of the close of business on April 22, 2026 (the “Record Date”).

How many votes can be cast by all stockholders?

A total of 60,303,212 shares of our common stock were outstanding on the Record Date and are entitled to be voted at the Annual Meeting. Each share of common stock is entitled to one vote on each matter and our common stock is our only class of voting stock.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:


	•		By Internet. Access the website of the Company’s tabulator, Broadridge, at: www.proxyvote.com, using the voter control number printed on the furnished proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. If you vote on the Internet, you may also request electronic delivery of future proxy materials.


	•		By Telephone. Call 1-800-690-6903 toll-free from the U.S., U.S. territories and Canada, and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted or your telephone vote cannot be completed.


	•		By Mail. Complete and mail a proxy card in the enclosed postage prepaid envelope to Broadridge. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy card but do not specify how you want your shares voted, they will be voted FOR the director nominees named herein to the Company’s Board of Directors, FOR the compensation paid to our named executives, FOR a frequency of “ONE YEAR” for future advisory votes to approve the compensation paid to our named executive officers, and FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and will be voted according to the discretion of the proxy holder upon any other business that may properly be brought before the meeting and at all adjournments and postponements thereof. If you are mailed or otherwise receive or obtain a proxy card or voting instruction form, and you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction form.


	•		By Internet at the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/DMRA2026.

If your shares are held in street name (held for your account by a broker or other nominee):


	•		By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by Internet or telephone.


	•		By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares by mail.

How do I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You will not be able to attend the Annual Meeting in person. Participation in the Annual Meeting, with the right to vote and submit questions, is limited to stockholders (both stockholders of record and beneficial holders) as of the close of business on the Record Date. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/DMRA2026. The webcast will start at 9:00 a.m. Eastern Time on Wednesday, June 17, 2026. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

What are the Board of Director’s recommendations on how to vote my shares?

The Board of Directors recommends a vote:

Proposal 1: FOR the election of two Class III director nominees (page 6)

Proposal 2: FOR the approval, on an advisory basis, of the compensation paid to our named executive officers (page 30)

Proposal 3: FOR the frequency of “ONE YEAR” for future advisory votes to approve the compensation paid to our named executive officers (page 31)

Proposal 4: FOR ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (page 32)

Who pays the cost for soliciting proxies?

The Company will pay the cost for the solicitation of proxies by the Board of Directors. The solicitation of proxies will be made primarily by mail and through internet access to materials. Proxies may also be solicited personally, by telephone, fax or e-mail by employees of the Company without any remuneration to such individuals other than their regular compensation. The Company may also reimburse brokers, banks, custodians, other nominees, and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or by ballot at the Annual Meeting. If your shares are held in street name, your bank, broker or other nominee may under certain circumstances vote your shares if you do not timely return your proxy. Banks, brokers and other nominees can vote customers’ unvoted shares on routine matters but cannot vote such shares on non-routine matters. If you do not timely return a proxy to your bank, broker or other nominee to vote your shares, your bank, broker or other nominee may, on routine matters, either vote your shares or leave your shares unvoted. Your bank, broker or other nominee cannot vote your shares on any non-routine matter. Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers choose not to exercise their discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your shares on all proposals to ensure that your vote is counted. See “What vote is required to approve each item and how are votes counted?” below.

We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker or other nominee about how to submit your proxy to them at the time you receive this proxy statement.

Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying our Corporate Secretary in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone prior to the close of the Internet voting facility or the telephone voting facility. You may also attend the virtual meeting and vote during the meeting. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, by virtual attendance or by proxy, of holders of at least 33 1/3% of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. If there is no quorum, the chairman of the Annual Meeting or a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date. Withheld votes, abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

What vote is required to approve each item and how are votes counted?

Votes cast by proxy or online at the Annual Meeting will be counted by the persons appointed by the Company to act as tabulators for the meeting. The tabulators will count all votes FOR and AGAINST, abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting. Abstentions and broker non-votes, if any, are not counted as votes cast and, therefore, will have no effect on the outcome of Proposals 1, 2, 3 and 4. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

•

Proposal 1 - Election of two Class III director nominees

The nominees for director to receive the highest number of votes FOR election will be elected as a director. This is called a plurality. You may:

•

vote FOR the nominee; or

•

WITHHOLD your vote from the nominee

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

•

Proposal 2 - Approval, on an advisory basis, of the compensation paid to our named executive officers

To approve Proposal 2, holders of at least a majority of the votes cast on the matter must vote FOR the proposal. For the approval, on an advisory basis, of the compensation paid to our named executive officers, the votes cast FOR must exceed the votes cast AGAINST.

•

Proposal 3 - Recommendation, by an advisory, non-binding vote, on the frequency of future advisory votes to approve the compensation paid to our named executive officers

Stockholders may vote for the frequency of “One Year,” “Two Years,” or “Three Years” with respect to Proposal 3. Because this Proposal has three choices, it is possible that no choice will receive a majority of the votes cast. Therefore, our board of directors will consider the choice that receives the highest number of votes as the choice supported by our stockholders.

•

Proposal 4 - Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm

To approve Proposal 4, holders of at least a majority of the votes cast on the matter must vote FOR the proposal. For the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our 2026 fiscal year, the votes cast FOR must exceed the votes cast AGAINST.

If there are insufficient votes to approve the Proposals, the chairman of the Annual Meeting may adjourn the Annual Meeting or your proxy may be voted by the persons named in the proxy to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal.

The corporate actions described in this Proxy Statement will not afford stockholders the opportunity to dissent from the actions described herein or to receive an agreed or judicially appraised value for their shares.

Could other matters be decided at the Annual Meeting?

The Company does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment.

What happens if the meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K (“Form 8-K”), that we expect to file with the SEC within four business days after the Annual Meeting.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

Submitting Questions at the Annual Meeting

During the Annual Meeting, if you have your 16-digit control number and wish to ask a question, you may do so by clicking the Q&A button on the virtual meeting platform and entering your question in the field provided in the web portal at or before the time the matters are before the Annual Meeting for consideration. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting’s Rules of Conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Our Annual Meeting will be governed by the Annual Meeting’s Rules of Conduct and will address the ability of stockholders to ask questions during the meeting and rules for how questions will be recognized and addressed. Please review the Annual Meeting’s Rules of Conduct for further details. The Annual Meeting’s Rules of Conduct will be posted on www.virtualshareholdermeeting.com/DMRA2026 approximately two weeks prior to the date of the Annual Meeting.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the virtual stockholder meeting log-in page. Technical support will be available starting at 8:45 a.m. Eastern Time on Wednesday, June 17, 2026, and will remain available until the Annual Meeting has ended.

Implications of being a smaller reporting company.

We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates was less than $700 million and our annual revenue was less than $100 million during our most recently completed fiscal year as of the end of our most recently completed second fiscal quarter. We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) if the market value of our shares held by non-affiliates is more than $250 million but less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Garrett Winslow, General Counsel of the Company, at (781) 281-9020. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of six directors and is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The terms of the Class III directors are scheduled to expire on the date of the upcoming Annual Meeting. The Board of Directors has nominated Michael Landsittel and Cameron Turtle, D.Phil for election by the stockholders at the Annual Meeting. If elected, the nominees will serve as Class III directors of the Company until its annual meeting of stockholders in 2029 and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Mr. Landsittel and Dr. Turtle were both appointed to the Board of Directors in March 2026. Mr. Landsittel was identified as a director candidate by our management team, and Dr. Turtle was identified as a director candidate by members of our Board.

It is intended that, unless you give contrary instructions, shares represented by proxies solicited by the Board of Directors will be voted for the election of the director nominees named in this proxy statement. We have no reason to believe that either director nominee will be unavailable for election at the Annual Meeting. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the class and Board. Vacancies on the Board of Directors, if any, are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by the stockholders. Except as otherwise noted above, your proxy cannot be voted for persons other than the director nominees named in this proxy statement.

Information relating to the director nominees and each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material is shown on the next page.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

THE DIRECTOR NOMINEES FOR CLASS III DIRECTOR:

MICHAEL LANDSITTEL

CAMERON TURTLE, D. PHIL

(PROPOSAL 1 ON YOUR PROXY CARD)

DIRECTOR BIOGRAPHIES

The following table sets forth information concerning our directors as of April 22, 2026. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board of Directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.


CLASS III DIRECTOR NOMINEES - THREE-YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS	AGE	DIRECTOR SINCE

Michael Landsittel has served as a member of our Board of Directors since March 2026. Mr. Landsittel served as Chief Financial Officer of Blueprint Medicines Corporation, a biopharmaceutical company, from January 2019 to November 2025. Mr. Landsittel previously served as Vice President, Finance of Blueprint Medicines from February 2016 to January 2019 and as Senior Director, Finance from September 2014 to February 2016. Prior to joining Blueprint Medicines, Mr. Landsittel served as Senior Director of Finance at Algeta ASA from October 2012 to July 2014, where he led the U.S. organization’s finance and operations efforts, which ultimately supported the successful launch of the prostate cancer drug XOFIGO®. Before joining Algeta ASA, from March 2012 to October 2012, he was the Director of Financial Planning at Infinity Pharmaceuticals, Inc., or Infinity, where he was responsible for budgeting and forecasting, including support of Infinity’s long-range planning and capital markets activities. Prior to Infinity, from August 2002 to March 2012, Mr. Landsittel held multiple business development and strategic planning roles of increasing responsibility at Genzyme Corporation (which was later acquired by Sanofi S.A.). Mr. Landsittel began his career at Arthur Andersen LLP and was a registered certified public accountant in Illinois. Mr. Landsittel received a B.B.A. from the University of Michigan and an M.B.A. from the Tuck School of Business at Dartmouth College. We believe Mr. Landsittel is qualified to serve on the Board due to his experience building and leading successful companies from development to commercialization in senior financial roles at various publicly traded biotechnology companies.	54	2026

Cameron Turtle, D.Phil has served as a member of our Board of Directors since March 2026. Dr. Turtle has served as Chief Executive Officer and a member of the board of directors of Spyre Therapeutics, Inc. (Nasdaq: SYRE), a clinical-stage biotechnology company developing next-generation therapies for inflammatory bowel disease and other immune-mediated diseases, since November 2023. Dr. Turtle previously served as Chief Operating Officer of Spyre from June 2023 to November 2023. Prior to joining Spyre, Dr. Turtle was an advisor to a private company acquired by Spyre (also named Spyre Therapeutics, Inc.) from May 2023 to June 2023. Previously, he served as Venture Partner at Foresite Labs, a life sciences investment firm, from July 2022 to May 2023; Chief Strategy Officer of BridgeBio Pharma (Nasdaq: BBIO), a biopharmaceutical company, from January 2021 to April 2022; and Chief Business Officer of Eidos Therapeutics (Nasdaq: EIDX), a biopharmaceutical company, from November 2018 to January 2021, where he led business development, investor relations, and multiple operational functions as the company advanced an investigational medicine for a form of heart failure. Prior to joining BridgeBio and Eidos, he was a consultant at McKinsey & Company, where he worked with pharmaceutical and medical device companies on topics including M&A, growth strategy, clinical trial strategy and sales force optimization. Dr. Turtle served as a member of the board of directors of Oruka Therapeutics, Inc. (Nasdaq: ORKA) from August 2024 to December 2025. Dr. Turtle received his B.S. with honors in Bioengineering from the University of Washington and his D.Phil. in Cardiovascular Medicine from the University of Oxford, St. John’s College. We believe Dr. Turtle is qualified to serve on the Board due to his experience as a leader in building, financing, and shaping biopharma organizations from preclinical development to late-stage clinical trials and commercialization.	36	2026


CLASS I DIRECTORS – TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS	AGE	DIRECTOR SINCE

Christopher Cain, Ph.D. has served as a member of our Board of Directors since November 2025 and was appointed in accordance with the Acquisition Agreement. Dr. Cain is the Director of Research at Fairmount Funds Management LLC (“Fairmount”). Prior to joining Fairmount in April 2020, Dr. Cain served in various positions at the healthcare funds at Samsara BioCapital, Apple Tree Partners, and RA Capital Management, where he invested in both public and emerging private biotechnology companies. Dr. Cain has also served as a writer and editor at BioCentury Publications. He also serves as a director of Viridian Therapeutics, Inc. (Nasdaq: VRDN), Cogent Biosciences, Inc. (Nasdaq: COGT) and Jade Biosciences, Inc. (Nasdaq: JBIO). Dr. Cain received a B.A. from the University of California, Santa Barbara and a Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco. We believe Dr. Cain is qualified to serve on our Board because of his extensive leadership, scientific, business and managerial experience in the biotechnology industry.	42	2025


Peter Harwin has served as a member of our Board of Directors since November 2025 and was appointed in accordance with the Acquisition Agreement. Mr. Harwin is a Founding Partner at Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, he was a member of the investment team at Boxer Capital, LLC, an investment fund that was part of the Tavistock Group, based in San Diego, California. Mr. Harwin also serves as chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT) and Crescent Biopharma, Inc. (Nasdaq: CBIO) and is a member of the board of directors of Spyre Therapeutics, Inc. (Nasdaq: SYRE) and Oruka Therapeutics, Inc. (Nasdaq: ORKA). He has also served as a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE) since June 2023, from which he resigned effective May 11, 2026. He received a B.B.A. from Emory University. We believe Mr. Harwin is qualified to serve on our Board because of his extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries.		40		2025


CLASS II DIRECTORS – TERM EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS	AGE	DIRECTOR SINCE

Julianne Bruno has served as a member of our Board of Directors since November 2025 and was appointed in accordance with the Acquisition Agreement. Ms. Bruno is a Growth Partner at Fairmount, a position she has held since May 2025. Prior to joining Fairmount, she was a pivotal member of the CRISPR Therapeutics AG (Nasdaq: CRSP) (“CRISPR”) leadership team. During her six-year tenure with CRISPR, she served as the Program Leader across multiple hematology and oncology programs before taking on the role of Chief Operating Officer in May 2024 until April 2025. In these roles, she oversaw the development of Casgevy™ and helped mature the operating model of the company. Ms. Bruno has also worked as a leader in the life sciences practice at McKinsey & Co. She received her A.B. from Princeton University and an MBA from the Wharton School, University of Pennsylvania. We believe Ms. Bruno is qualified to serve on our Board due to her extensive leadership, managerial and board experience within the biotechnology industry.	40	2025

Jennifer Jarrett has served as our President and Chief Executive Officer and as member of our board of directors since March 2026. Ms. Jarrett most recently served as Chief Operating Officer of Arcus Biosciences, Inc. (NYSE: RCUS), a late clinical-stage biopharmaceutical company focused on developing differentiated molecules for patients with cancer and inflammatory and autoimmune diseases, from October 2020 until March 2026, where she was responsible for overseeing the company’s operations and execution of business strategies. She also served as a member of the board of directors of Arcus from January 2019 until January 2024. Prior to joining Arcus, Ms. Jarrett served as Vice President, Corporate Development and Capital Markets at Uber, Inc. (NYSE: UBER), a technology company providing a platform for mobility, delivery and freight services, from January 2019 to October 2020 and prior to that, served as Chief Operating and Financial Officer of Arcus from June 2018 to January 2019, and as Chief Business Officer and Chief Financial Officer of Arcus from March 2017 to June 2018. From April 2016 to September 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, Inc., a biopharmaceutical company, which was acquired by Pfizer Inc. Prior to that, Ms. Jarrett spent 20 years in investment banking, most recently as Managing Director at Citigroup from July 2010 to April 2016, where she was responsible for managing their west coast life sciences investment banking practice. Before that, Ms. Jarrett was a Director and Managing Director at Credit Suisse from 2000 to 2010, and an associate at Donaldson, Lufkin & Jenrette from 1998 to 2000. During her tenure as an investment banker, Ms. Jarrett covered biotechnology and pharmaceutical companies, primarily in the San Francisco Bay Area. She currently serves on the board of directors of Syndax Pharmaceuticals, Inc. (Nasdaq: SNDX), Sagimet Biosciences, Inc. (Nasdaq: SGMT), Zura Bio Ltd (Nasdaq: ZURA), Cajal Therapeutics and LifeMine Therapeutics, and previously served on the boards of directors of Arena Pharmaceuticals, Inc. from July 2017 until its acquisition by Pfizer in March 2022, Audentes Therapeutics from July 2017 until its acquisition by Astellas Pharma Inc. in January 2020, Radius Health, Inc. from May 2022 until its acquisition by Gurnet Point Capital and Patient Square Capital in August 2022 and Consonance-HFW Acquisition Corp. from December 2020 until its business combination with Surrozen Operating, Inc. in August 2021. Ms. Jarrett holds a B.A. in Economics, cum laude, from Dartmouth College and an M.B.A. from Stanford Graduate School of Business. We believe Ms. Jarrett is qualified to serve on the Board due to her extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries.	55	2026

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers, as of April 22, 2026:


Name	Age	Position(s)

Jennifer Jarrett(1)	55	President, Chief Executive Officer and Director
Lori Firmani	53	Chief Financial Officer
Becker Hewes	60	Chief Medical Officer
Sherwin Sattarzadeh	47	Chief Operating Officer
Garrett Winslow	47	General Counsel


(1)	Ms. Jarrett is also a director of the Company, and her biographical information appears on page 8.

Lori Firmani has served as our Chief Financial Officer since August 2024. Prior to that, Ms. Firmani was our Vice President, Finance and Corporate Controller since November 2020. Prior to that, Ms. Firmani served as Chief Financial Officer of Spring Bank Pharmaceuticals, Inc. from April 2020 until its acquisition in November 2020, and prior to that served in financial roles of increasing responsibility from January 2016 to April 2020. Ms. Firmani is a certified public accountant in the Commonwealth of Massachusetts and holds an MBA from Babson College and a BS in Accounting from the State University of New York at Geneseo.

Becker Hewes has served as our Chief Medical Officer since January 2026. Prior to that, Dr. Hewes served as Chief Medical Officer at Blueprint Medicines Corporation, a biopharmaceutical company, from January 2021 to January 2026, where he was responsible for all Clinical Development activities and served as a member of the Executive Committee. Prior to that he served as their Senior Vice President, Clinical Development from May 2020 to January 2021. Dr. Hewes also served as Chief Medical Officer of Repertoire Immune Medicines, a biotechnology company, from February 2017 to May 2020. Prior to that he held positions in clinical development at Novartis, AstraZeneca, Genzyme and Wyeth pharmaceuticals. He received his BS from Vanderbilt University and an MD from Georgetown University. He completed his residency at New York Hospital/Cornell Medical Center and his fellowship training in Pediatric Oncology at Emory University.

Sherwin Sattarzadeh has served as our Chief Operating Officer since January 2026. Prior to that, Mr. Sattarzadeh served as Chief Business Officer at Blueprint Medicines Corporation from January 2025 to October 2025, where he was responsible for overseeing the company’s business development activities. During his 10 years at Blueprint Medicines Corporation, Mr. Sattarzadeh held other positions of increasing responsibility including Head of Regulatory Affairs, Chief of Staff from March 2020 to January 2024, and SVP Strategic Operations from January 2022 to January 2025. He has an extensive background in hematology/oncology and rare disease drug development, having led and contributed to the global approvals of AYVAKIT® (avapritinib), GAVRETO® (pralsetinib), CERDELGA® (eliglustat) and MOZOBIL® (plerixafor). Mr. Sattarzadeh received his M.B.A. from Boston University and holds an B.Sc. in Chemistry from the University of British Columbia.

Garrett Winslow has served as our General Counsel and Corporate Secretary since May 2021. Mr. Winslow served as the General Counsel and Corporate Secretary of Spring Bank Pharmaceuticals, Inc., a biopharmaceutical company, from January 2017 to November 2020. Prior to that, Mr. Winslow was a member in the Corporate and Securities group at the Boston office of Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C. Mr. Winslow received his Masters in Taxation from Boston University Law School, J.D. from Suffolk University Law School and B.A. degree in Business Administration from the University of Washington.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Board Composition

The Board has fixed its size at six directors, and the terms of office of the directors are divided into three classes:


	•		Class I, whose term will expire at the annual meeting of stockholders to be held in 2027;


	•		Class II, whose term will expire at the annual meeting of stockholders to be held in 2028; and


	•		Class III, whose term will expire at the upcoming Annual Meeting.

Class I consists of Julianne Bruno and Jennifer Jarrett; Class II consists of Christopher Cain, Ph.D., and Peter Harwin; and Class III consists of Michael Landsittel and Cameron Turtle, D.Phil. At each annual meeting of stockholders, the successors to directors whose terms will then expire shall serve from the time of election and qualification until the third annual meeting of stockholders following election and until their successors are duly elected and qualified.

Board Independence

Our Board of Directors has determined, upon the recommendation of our Nominating and Corporate Governance Committee, that each of our directors, except for Jennifer Jarrett, who serves as our President and Chief Executive Officer, is independent within the meaning of the director independence standards of the Nasdaq Stock Market LLC (“Nasdaq”) rules and the SEC. There are no family relationships among any of our directors or executive officers. Ms. Jarrett is not an independent director under these rules because she is an executive officer of the Company. Former directors Jayson Dallas, Carl Goldfischer, Amit Munshi, Anne Prener, David Shapiro and Amy Wechsler were independent under Nasdaq listing rules during the period each served on our Board. Former director Hans Schambye was not independent during the period he served on our Board because he also served as President and Chief Executive Officer of the Company.

In making such determination, our Board of Directors evaluated, and will continue to evaluate at least on an annual basis, all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director.

Director Time Commitments

While Board members benefit from service on the boards of other companies and such service is encouraged, pursuant to our corporate governance guidelines, directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors must notify the Chair of the Nominating Committee when accepting a seat on the board of directors of another business corporation. As part of the annual director nomination process, the Nominating Committee considers directors’ adherence to these expectations.

Board Meetings and Attendance

During the fiscal year ended December 31, 2025, our Board of Directors held 17 meetings and the various committees of our Board of Directors met a total of seven times. Each of the directors, other than our former director Amy Wechsler, attended at least 75% of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the fiscal year ended December 31, 2025, in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee. We encourage our directors to attend our annual meetings of stockholders. Five out of our seven directors then-in-office attended our 2025 annual meeting of stockholders.

Board Committees

Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors, and is described more fully below. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board of Directors for approval. The charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website at www.damoratx.com under “Investors” at “Corporate Governance.”

Audit Committee

Our Audit Committee is currently composed of Julianne Bruno, Michael Landsittel and Cameron Turtle, D.Phil, with Mr. Landsittel serving as Chair of the committee. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. Our Board of Directors has determined that Mr. Landsittel is an “audit committee financial expert” within the meaning of the SEC regulations and applicable listing standards of Nasdaq. During the fiscal year ended December 31, 2025, the Audit Committee held six meetings. The report of the Audit Committee is included in this Proxy Statement under “Report of the Audit Committee.” The Audit Committee’s responsibilities include:


	•		appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;


	•		pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;


	•		reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;


	•		coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;


	•		establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;


	•		recommending based upon the Audit Committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;


	•		monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;


	•		assisting the Board of Directors with its oversight of our programs, plans, controls and policies relating to cybersecurity and data protection risks;
	•		preparing the audit committee report required by SEC rules to be included in our annual proxy statement;


	•		reviewing all related person transactions for potential conflict of interest situations and approving such transactions; and


	•		at least annually, reviewing and reassessing the adequacy of the audit committee charter and recommending to the Board of Directors any amendments or modifications to the charter that the Audit Committee deems appropriate.

Compensation Committee

Our Compensation Committee is currently composed of Julianne Bruno and Christopher Cain, Ph.D., with Dr. Cain serving as Chair of the committee. Our Board of Directors has determined that each member of the Compensation Committee is “independent” as defined under the applicable listing standards of Nasdaq. During the fiscal year ended December 31, 2025, the Compensation Committee did not hold any meetings as all compensation related decisions were made by the independent members of the Board of Directors. The Compensation Committee’s responsibilities include:


	•		reviewing on a periodic basis the operation of our executive compensation programs to determine whether they remain supportive of our business objectives;


	•		reviewing the performance of our Chief Executive Officer, and approving or recommending to the Board of Directors the compensation of our Chief Executive Officer;


	•		reviewing the performance of our other executive officers, and approving the compensation of our other executive officers;


	•		overseeing and administering our compensation and similar plans;


	•		reviewing and approving structures and guidelines for various incentive compensation and benefit plans;


	•		reviewing and approving and recommending to the Board of Directors the compensation of our outside directors;


	•		preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement;


	•		reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to assist in the evaluation of compensation matters;
	•		administering our Incentive Compensation Recovery Policy; and


	•		at least annually, reviewing and reassessing the adequacy of the compensation committee charter and recommending to the Board of Directors any amendments or modifications to the charter that the Compensation Committee deems appropriate.

Our Compensation Committee makes adjustments to annual compensation, determines bonuses and equity awards, and establishes (with input from the Board of Directors) new performance objectives. Our Compensation Committee will consider matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and analyses of executive and director compensation paid at a peer group of other companies approved by our Compensation Committee. The Compensation Committee may delegate its authority to grant certain equity awards to one or more officers of the Company, including our Chief Executive Officer. The Compensation Committee did not delegate such authority in 2025.

Compensation Committee Interlocks

None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Christopher Cain, Ph.D., Peter Harwin and Michael Landsittel, with Mr. Harwin serving as Chair of the committee. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of Nasdaq. During fiscal year ended December 31, 2025, the Nominating and Corporate Governance Committee held one meeting. The Nominating and Corporate Governance Committee’s responsibilities include:


	•		developing and recommending to the Board of Directors criteria for Board of Director and committee membership;


	•		establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;
	•		reviewing the composition of the Board of Directors to confirm that it is composed of members containing the appropriate skills and expertise to advise us;
	•		identifying individuals qualified to become members of the Board of Directors;
	•		recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board of Directors’ committees;
	•		reviewing, assessing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines;
	•		develop and review, from time to time, a succession plan for key members of management;
	•		overseeing the evaluation of our Board of Directors and management;
	•		overseeing our environmental, social and governance initiatives; and
	•		at least annually, reviewing and reassessing the adequacy of the nominating and corporate governance committee charter and recommending to the Board of Directors any amendments or modifications to the charter that the Nominating and Corporate Governance Committee deems appropriate.

Identifying and Evaluating Director Nominees

Our Board of Directors is responsible for identifying and recommending qualified members of our Board of Directors. The Board of Directors delegates the selection process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors will take part in the process as appropriate.

Generally, our Nominating and Corporate Governance Committee may identify candidates for director nominees in consultation with our management team or other directors, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then discusses and evaluates the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval as director nominees for election to the Board of Directors.

Director Qualifications

Our Nominating and Corporate Governance Committee’s priority in selecting members of the Board of Directors is identification of persons who will further the interests of Damora Therapeutics through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among members of the Board of Directors, and professional and personal experiences and expertise relevant to our growth strategy. They will consider, among other things, the following when recommending candidates for the Board of Directors’ selection as director nominees for the Board and as candidates for appointment to the Board of Directors’ committees: the current size and composition of the Board, the needs of the Board and its respective committees, such factors as character, integrity, judgment, reputation, the skills of the proposed director candidate, the ability to devote sufficient time, his or her depth and breadth of professional experience, education or other background characteristics, his or her independence and understanding of the Company’s business and industry, length of service, and other relevant criteria.

The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. The policy adopted by the Nominating and Corporate Governance Committee provides that candidates recommended by stockholders are given appropriate consideration in a similar manner as other candidates.

Non-Management Director Meetings

Our independent directors meet in regularly scheduled executive sessions without management. These executive sessions occur in conjunction with regularly scheduled meetings of our Board of Directors and its standing committees and otherwise as needed.

Communication with the Directors

Any interested party with concerns about our company may report such concerns or otherwise communicate to the Board of Directors, as a whole or to committees or individual directors, by submitting a written communication to the attention of the Board of Directors, committee or individual directors, as applicable, at the following address:

c/o Damora Therapeutics, Inc.

221 Crescent Street

Building 23, Suite 105

Waltham, MA 02453

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, supplier, or other interested party.

A copy of any such written communication may also be forwarded to the Company’s legal counsel and a copy of such communication may be retained for a reasonable period of time. The directors may discuss the matter with the Company’s legal counsel, with independent advisors, with other directors, or with the Company’s management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we receive repetitive or duplicative communications.

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

Stockholder Engagement

Senior management regularly engages with our stockholders at industry conferences and investor meetings. In response to feedback gained through these meetings, we remain focused on delivering on our growth strategy, and we continue to enhance the transparency and disclosure of our financial, operational and governance performance.

Leadership Structure and Risk Oversight

Our Board of Directors is currently chaired by Peter Harwin. The Board of Directors has determined that Mr. Harwin is an independent director. However, our corporate governance guidelines provide that the Chair of the Board of Directors may be filled based upon the Board of Directors’ view of what is in the best interest of the company, and that such person could be the Company’s Chief Executive Officer or another member of the Board who is not an independent director. The Board believes that this structure is appropriate for the Company as the independent Chair’s leadership of the Board and oversight of corporate governance matters enables our CEO to focus on leading the Company’s business.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, research and development activities, operations, strategic direction and intellectual property, as more fully discussed under “Risk Factors” in our 2025 Annual Report. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, including as disclosed in the descriptions of the standing committees and in the charters of each of such committees, has responsibility for the oversight of risk management.

The full Board of Directors (or the appropriate committee thereof in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a committee of the Board of Directors is responsible for evaluating and overseeing the management of a particular risk or risks, the Chair of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next Board of Directors meeting. This enables the Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

EXECUTIVE OFFICER COMPENSATION

The following discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.

As a smaller reporting company, we have opted to comply with the scaled executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The compensation provided to our named executive officers for the fiscal years ended December 31, 2025 and 2024 is detailed in the Summary Compensation Table and accompanying footnotes and narrative that follow. Our named executive officers for 2025 are:

•

Hans T. Schambye, M.D., Ph.D., our former President and Chief Executive Officer;

•

Lori Firmani, our Chief Financial Officer; and

•

Garrett Winslow, our General Counsel.

Dr. Schambye ceased serving as the Company’s Chief Executive Officer and President, and his employment was terminated by the Company without cause, effective as of February 10, 2026. Sherwin Sattarzadeh served as the Company’s interim principal executive officer until Jennifer Jarrett was appointed as President and Chief Executive Officer of the Company, effective as of March 30, 2026.

During 2025, the compensation of our named executive officers consisted of a combination of base salary, cash incentive compensation and long-term incentive compensation, as more fully described below. Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024, as applicable.


Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)			Option Awards ($)(3)		Stock Awards ($)(4)		All Other Compensation ($)			Total ($)
Hans T. Schambye, M.D., Ph.D.
Former President and Chief Executive Officer	2025		547,521		678,594	(5)		73,677		—		—			1,299,792
	2024		526,084		502,587	(6)		258,879		142,000		—	(6)		1,429,550
Lori Firmani
Chief Financial Officer	2025		311,249		202,500	(7)		22,463		—		27,000	(8)		563,211
	2024		261,188		158,640	(9)		76,314		39,050		26,700	(9)		561,892
Garrett Winslow
General Counsel	2025		400,400		400,400	(10)		26,955		—		27,000	(8)		854,755
	2024		400,400		307,692	(9)		91,576		71,000		26,700	(9)		897,368

(1)

For Dr. Schambye, the values stated have been converted from Danish Krone (DKK) to U.S. dollar (USD) at a rate of 6.6210:1 in 2025 and 6.8906:1 in 2024, which is the average DKK:USD exchange rate throughout the applicable fiscal year. See “Narrative Disclosure to Summary Compensation Table – Employment Arrangements” below.

(2)

The amounts set forth herein reflect bonuses earned during the respective years. For Dr. Schambye, the values stated have been converted from Danish Krone (DKK) to U.S. dollar (USD) at a rate of 6.4491:1 in 2025 and 7.1706:1 in 2024, which is the DKK:USD exchange rate prevailing as of the effective date of the respective bonus determination by our Compensation Committee.

(3)

These amounts reflect the aggregate grant date fair value of option awards granted in fiscal years 2025 and 2024, respectively, computed in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included in our 2025 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying shares of our common stock.

(4)

These amounts reflect the aggregate grant date fair value of restricted stock unit awards granted in fiscal year 2024, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements included in our 2025 Annual Report. No restricted stock unit awards were granted in fiscal year 2025.

(5)

The amount set forth herein reflect an annual bonus of $337,067 earned for 2025 and a retention bonus of $341,527 earned during 2025. For the retention bonus, the value stated was converted from Danish Krone (DKK) to U.S. dollar (USD) at a rate of 6.3649:1, which is the DKK:USD exchange rate prevailing as of the effective date of the payment of the retention bonus.

(6)

The values reported have been updated to report the one-time special bonus payment made to Dr. Schambye in 2024 in the “Bonus” column of this table. Such payment was previously reported in the “All Other Compensation” column of this table.

(7)

The amount set forth herein reflects an annual bonus of $112,500 earned for 2025 and a retention bonus of $90,000 paid in 2025.

(8)

The amount set forth herein reflects 401(k) plan employer matching contributions of $21,000 and employer contributions of $6,000 under a health savings account.

(9)

The amounts reported have been updated to report the retention bonus payments made to Ms. Firmani and Mr. Winslow in 2024 in the “Bonus” column of this table. Such payments were previously reported for such named executive officers in the “All Other Compensation” column of this table.

(10)

The amount set forth herein reflects an annual bonus of $240,240 earned for 2025 and a retention bonus of $160,160 paid in 2025.

Narrative Disclosure to Summary Compensation Table

The amounts provided above were paid pursuant to the terms of each named executive officer’s letter agreement, in each case, as described below. Any salary or bonus determinations made for non-U.S. employees of the Company in U.S. Dollars were converted into and paid in such employee’s local currency based on the exchange rate prevailing as of the effective date of the respective salary increase or bonus determination, as applicable, unless otherwise determined by the Board of Directors.

Cash Bonus

Our discretionary annual bonus program is intended to reward our named executive officers for meeting objective or subjective performance goals for a fiscal year. Our Board of Directors or Compensation Committee may approve annual bonuses for our named executive officers based on individual performance, company performance, or as otherwise determined appropriate. The target bonus, as a percent of base salary, for each of our named executive officers is listed below and the amounts ultimately earned are set forth in the Summary Compensation Table above.


Name		2025 Target Bonus (% of base salary)
Hans T. Schambye, M.D., Ph.D.		60
Lori Firmani		30
Garrett Winslow		40

Employment Arrangements

Service Agreement and Separation Agreement with Hans T. Schambye, M.D., Ph.D.

In connection with our initial hiring of Dr. Schambye as our Chief Executive Officer, we entered into a service agreement with him in April 2013. The service agreement provides that Dr. Schambye is entitled to an annualized base salary, to be adjusted in accordance with normal business practices and at our sole discretion, during his employment with us, and that he is eligible, at our sole discretion, to earn an annual bonus target, to be adjusted with normal business practices and at our sole discretion. Under the service agreement, Dr. Schambye’s employment with us can be terminated at any time and for any reason by him with three months’ written notice or us with nine months’ written notice of termination on the last day of a month.

For 2025, Dr. Schambye received a bonus of DKK 2,173,800, which was determined by the Board of Directors in its discretion. Dr. Schambye did not receive an increase to his base salary for calendar year 2025.

On February 6, 2026, our Board of Directors determined that, effective as of February 10, 2026, Dr. Schambye would cease serving as the Company’s Chief Executive Officer and President and his employment was terminated by the Company without Cause (as defined in the Company’s Executive Separation Benefits Plan (the “Separation Benefits Plan”)). Dr. Schambye entered into a separation agreement pursuant to which, as compensation for the lack of notice of termination and in lieu of any payment in lieu of notice, he received the following separation benefits: (i) 15 months of base salary, (ii) a pro rata bonus for 2026 equal to DKK 238,225, (iii) full acceleration of his outstanding equity awards, and (iv) a cash payment of DKK 2,173,800, representing his unpaid retention bonus in accordance with his retention bonus agreement. Such benefits were provided in accordance with the Separation Benefits Plan, except that the base salary continuation and pro-rated bonus were paid in a single lump sum and all of Dr. Schambye’s outstanding equity awards were accelerated.

Employment Agreement with Lori Firmani

In connection with our initial hiring of Ms. Firmani as our Vice President of Finance, we entered into an employment agreement with her in November 2020, providing for standard terms of employment including base salary, annual target bonus and benefits eligibility. Under the employment agreement, Ms. Firmani’s employment with us can be terminated at any time and for any reason by her or us at any time. See “—Additional Narrative Description—Change of Control and Severance Arrangements” below for a description of the severance obligations that Ms. Firmani is entitled to.

On November 10, 2025, Ms. Firmani's base salary was increased to $375,000 in connection with her appointment as Chief Financial Officer. For 2025, Ms. Firmani received a bonus of $112,500, which was determined by the Board of Directors in its discretion.

Employment Agreement with Garrett Winslow

In connection with our initial hiring of Mr. Winslow as our General Counsel, we entered into an employment agreement with him in April 2021, providing for standard terms of employment including base salary, annual target bonus and benefits eligibility. See “—Additional Narrative Description—Change of Control and Severance Arrangements” below for a description of the severance obligations that Mr. Winslow is entitled to.

For 2025, Mr. Winslow received a bonus of $240,240, which was determined by the Board of Directors in its discretion. Mr. Winslow did not receive an increase to his base salary for calendar year 2025.

On March 20, 2026, we entered into an offer letter for continued employment with Mr. Winslow pursuant to which he will receive an annual base salary of $440,000 and will participate in the Company’s annual incentive plan, with a target annual bonus of 40% of his base salary. In addition, the offer letter also provides for an equity award grant of non-qualified stock options to purchase 250,000 shares of the Company’s common stock that vest as to 25% on the first anniversary of the grant and monthly thereafter through the fourth anniversary of the grant date.

Retention Agreements

In connection with the completion of our asset acquisition with Bridge Medicines in October 2024 (the “Asset Purchase”), our Board of Directors approved retention agreements for all employees remaining with us following the closing of the Asset Purchase, including Dr. Schambye, Ms. Firmani and Mr. Winslow. Pursuant to the terms of these retention agreements, each executive was entitled to a cash bonus, separate from any annual bonus for 2024 or 2025, equal to 100% of his or her target bonus upon the earlier of (i) December 31, 2025, (ii) a Sale Event (as defined in our Separation Benefits Plan described below under “Additional Narrative Description - Change in Control and Severance Arrangements”), or (iii) his or her termination without Cause (as defined in the

Separation Benefits Plan). On December 31, 2025, Dr. Schambye received his bonus of DKK 2,173,800 and Ms. Firmani and Mr. Winslow received their bonus of $90,000 and $160,160, respectively.

On November 7, 2025, our Board of Directors approved additional retention agreements for Dr. Schambye, Ms. Firmani and Mr. Winslow. Pursuant to the terms of these retention agreements, each executive is entitled to a cash bonus equal to 100% of his or her target bonus upon the earlier of (i) April 30, 2026 or (ii) the date that the Company terminates the executive without Cause (as defined in the Separation Benefits Plan). The retention bonus for Dr. Schambye, Ms. Firmani and Mr. Winslow is equal to DKK 2,173,800, $112,500 and $160,160, respectively.

As described above, Dr. Schambye received his retention bonus in connection with his termination of employment by the Company.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock options and restricted stock units held by our named executive officers as of December 31, 2025. Vesting in all instances is subject to the named executive officer’s continued service to the Company through the applicable vesting dates.


	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)			Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(6)
Hans T. Schambye, M.D., Ph.D.		270			—		99.50	3/22/2030		—		—
Former President and Chief Executive		728			—		119.50	3/22/2030		—		—
Officer (7)		780			—		149.25	3/22/2030		—		—
		8,319			—		48.75	6/24/2030		—		—
		20,798			—		192.50	10/6/2030		—		—
		9,200			—		325.00	1/5/2031		—		—
		11,261	(1)		239		81.00	1/4/2032		—		—
		8,750	(2)		3,250		30.25	1/4/2033		—		—
		12,863	(3)		31,237		7.49	10/9/2034
		—	(4)		16,400		5.70	1/4/2035
										4,000		92,040

Lori Firmani		1,600

SEC Form DEF 14A filed by Damora Therapeutics Inc.