DEF 14A 1 tmb-20240607xdef14a.htm 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

(Amendment No. )

Filed by the Registrant ⌧

Filed by a party other than 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 §240.14a-12

EDGEWISE 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 the appropriate box):
⌧	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

About Us

We are a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of innovative treatments for severe, muscle diseases for which there is significant unmet medical need. Guided by our holistic drug discovery approach to targeting the muscle as an organ, we have combined our foundational expertise in muscle biology and small molecule engineering to build our proprietary, muscle-focused drug discovery platform. Our platform utilizes custom-built high throughput and translatable systems that measure integrated muscle function in whole organ extracts to identify small molecule precision medicines regulating key proteins in muscle tissue, initially focused on addressing rare neuromuscular and cardiac diseases.


	PATIENTS FIRST
	PATIENTS FIRST
	At Edgewise, we know that patients and their families are at the core of everything we do. As we develop our science and potential treatments, Edgewise’s promise to patients and their families is to: ● put the best interest of patients first; ● work with uncompromising standards in all we do; ● listen to the communities that we work in and be transparent in our communications; and ● recognize that for rare disease patients, every day is a day too late and work with a sense of urgency.


	OUR VISION
	OUR VISION
	Our vision is to improve the lives of patients and families suffering from rare muscle diseases by building the world’s leading muscle-focused, precision medicine company. Key components of our strategy to achieve this vision include: ● Engaging comprehensively with patients, their families and their physicians to develop trusted relationships, transparent communications, and become a leader in the rare muscle disease communities; ● Leveraging clinical and regulatory precedents and our extensive experience in severe muscle diseases to rapidly advance sevasemtem (EDG-5506) through clinical development in muscular dystrophies; ● Leveraging our deep expertise in muscle-disease therapeutics to expand our pipeline, advancing EDG-7500 into the clinic for the treatment of HCM and other diseases of diastolic dysfunction; ● Investing in our precision medicine drug discovery platform to fuel the development of novel targeted therapies to expand our pipeline into other related muscle diseases; ● Integrating our scientific expertise, development capabilities and growing network of patient advocacy groups and collaborators to develop novel therapies addressing muscle diseases with the highest unmet need; and ● Opportunistically evaluating strategic collaborations and asset acquisition opportunities to accelerate development and commercialization timelines as well as potentially expanding our pipeline within our core therapeutic areas.

June 7, 2024

DATE AND TIME	IN-PERSON MEETING	RECORD DATE
June 7, 2024 at 10:00 am Mountain Time	This year’s meeting will be held in-person at: 1715 38^th Street, Boulder, Colorado 80301	April 12, 2024

ITEMS OF BUSINESS		BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect the directors named in the attached Proxy Statement to serve until the 2027 Annual Meeting of Stockholders		FOR the election of Peter Thompson, M.D., Kevin Koch, Ph.D. and Jonathan Fox, M.D., Ph.D.
Proposal No. 2: Ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR the ratification of KPMG LLP
Proposal No. 3: Approve an amendment to our certificate of incorporation to limit the liability of certain officers as permitted by Delaware law		FOR the amendment to our certificate of incorporation to limit the liability of certain officers as permitted by Delaware law

PROXY SUMMARY	1
Meeting Information	1
Corporate Governance Highlights	2
Director Nominees	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	3
Director Independence	9
Board Leadership Structure	10
Board Meetings and Committees	10
Compensation Committee Interlocks and Insider Participation	13
Considerations in Evaluating Director Nominees	13
Communications with the Board of Directors	13
Corporate Governance Guidelines and Code of Conduct and Ethics	14
Role of the Board of Directors in Risk Oversight	15
Director Compensation	15
PROPOSAL 1: ELECTION OF DIRECTORS	19
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	20
PROPOSAL 3: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW	23
AUDIT COMMITTEE REPORT	25
EXECUTIVE COMPENSATION	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	40
RELATED PARTY TRANSACTIONS	43
QUESTIONS AND ANSWERS ABOUT THE MEETING	45
OTHER MATTERS	52
APPENDIX A – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EDGEWISE THERAPEUTICS, INC.	55

SDAQ
DATE AND TIME June 7, 2024 at 10:00 am MDT IN-PERSON MEETING The Annual Meeting will be held at 1715 38^th Street, Boulder, Colorado 80301.		RECORD DATE April 12, 2024 STOCK EXCHANGE Edgewise Therapeutics, Inc.’s common stock is listed on Nasdaq under the symbol “EWTX.”
PROXY VOTING

Internet	In-Person Meeting	Phone	Mail
Visit the website listed on your proxy card	Attend the In-Person Meeting at 1715 38th Street, Boulder, Colorado 80301	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope


PROPOSAL 1: ELECTION OF DIRECTORS
The board of directors recommends that you vote FOR the election of Peter Thompson, M.D., Kevin Koch, Ph.D. and Jonathan Fox, M.D., Ph.D. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM
The board of directors recommends that you vote FOR the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. We believe KPMG LLP has sufficient knowledge and experience to provide our company with a wide range of accounting services.
PROPOSAL 3: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW
The board of directors recommends that you vote FOR an amendment to our certificate of incorporation to limit the liability of certain officers as permitted by Delaware law.


			Committee Memberships
Name	Age	Primary or Former Occupation	Audit	Compensation	Nominating & Corporate Governance
PETER THOMPSON, M.D. CHAIRPERSON AND CO-FOUNDER	64	OrbiMed Advisors LLC, Partner	M	M	C
LAURA BREGE DIRECTOR	66	BridgeBio Pharma, Inc., Senior Advisor	C	M
BADREDDIN EDRIS, Ph.D. DIRECTOR AND CO-FOUNDER	37	SpringWorks Therapeutics, Inc., Chief Operating Officer		C
JONATHAN FOX, M.D., Ph.D. DIRECTOR	66	BridgeBio Pharma, Inc., President and Chief Medical Officer			M
KEVIN KOCH, Ph.D. DIRECTOR	63	Edgewise Therapeutics, Inc., Chief Executive Officer
JONATHAN ROOT, M.D. DIRECTOR	64	U.S. Venture Partners, Managing Member	M		M
ALAN RUSSELL, Ph.D. DIRECTOR AND CO-FOUNDER	54	Edgewise Therapeutics, Inc., Chief Scientific Officer


Total Number of Directors	7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	5	-	1
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	5	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	1


Peter Thompson, M.D. CHAIRPERSON AND CO-FOUNDER	Age: 64 Director since: 2017 Committees: Audit, Compensation and Nominating & Corporate Governance (Chairperson)
Career Highlights Peter Thompson, M.D., co-founded the Company and has served as a member of our board of directors since May 2017. He has also served as chairperson of our board of directors since August 2017. Dr. Thompson is a Partner at OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he previously served as a Venture Partner since joining in September 2010. Dr. Thompson is also the President and Chief Executive Officer of Terremoto Biosciences, Inc. since August 2021. Dr. Thompson previously served as Chief Executive Officer and President of two private companies: Glia Biotherapeutics, Inc. from July 2018 to July 2023 and Terremoto Therapeutics Holdings, LLC from August 2021 to December 2022, Dr. Thompson currently serves on the boards of directors of several public companies, including Alpine Immune Sciences, Inc. (since June 2016), Corvus Pharmaceuticals, Inc. (since November 2014), and ARS Pharmaceuticals Inc. (since April 2016),. Dr. Thompson has previously served on the boards of directors of Janux Therapeutics, Inc., Decibel Therapeutics, Inc., Adaptimmune Therapeutics PLC, Principia Biopharma Inc., PMV Pharmaceuticals, Inc., Prevail Therapeutics, Inc., Sierra Oncology, Inc., and Synthorx Inc. Dr. Thompson also currently serves on the board of directors of several private companies. Dr. Thompson co-founded Silverback Therapeutics, Inc. and Cleave Biosciences Inc. Dr. Thompson also previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation, and Becton, Dickinson and Company. Dr. Thompson is an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds numerous patents and is a board-certified internist and oncologist. Dr. Thompson received a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. We believe Dr. Thompson’s experience in management and venture capital in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors.


	EDGEWISE THERAPEUTICS	1


	EDGEWISE THERAPEUTICS	2


	EDGEWISE THERAPEUTICS	3


	EDGEWISE THERAPEUTICS	4


Jonathan Fox, M.D., Ph.D. DIRECTOR	Age: 66 Director since: 2023 Committees: Nominating & Corporate Governance
Jonathan Fox, M.D., Ph.D., joined our board of directors in March 2023. Dr. Fox has served as the president and Chief Medical Officer for the cardiovascular and renal diseases division at BridgeBio Pharma, Inc., a clinical stage biotechnology company developing novel, genetically targeted therapies since 2016. Prior to that, Dr. Fox served as the Chief Medical Officer of MyoKardia, Inc., a clinical-stage biopharmaceutical company focused on targeted therapies for serious cardiovascular diseases, from 2013 to 2016 and as a senior advisor from 2016 to 2017. Additionally, he worked as a consultant at Nigel-Montgomery, LLC, a technology research and advisory company, from 2012 to 2013 and held various senior positions successively at SmithKline Beecham, Merck Research Laboratories and AstraZeneca from 1998 to 2012. He was also on the faculty of the University of Pennsylvania School of Medicine from 1993 to 2013. Since 2013, he has held an adjunct faculty position at the Stanford University Cardiovascular Institute. Dr. Fox serves on the board at ML BioSolutions, a private company, and is a trustee of the Lankenau Institute for Medical Research, a nonprofit organization. He received his A.B. in biology, his Ph.D. in experimental pathology and his M.D. from the University of Chicago, and completed his training in Internal Medicine and Cardiology at Duke University. Dr. Fox is ABIM Certified in Cardiovascular Diseases and is a Fellow of the American College of Cardiology. We believe Dr. Fox’s strong technical background, experience in cardiovascular clinical development and product approvals and extensive experience in management in the biotechnology industry provides him with the qualifications and skills to serve as a member of our board of directors.



Alan Russell, Ph.D. DIRECTOR, CO-FOUNDER AND CHIEF SCIENTIFIC OFFICER	Age: 54 Director since: 2017
Career Highlights Alan Russell, Ph.D., co-founded the Company, and has served as a member of our board of directors since August 2017 and as our Chief Scientific Officer since June 2017. Previously, Dr. Russell was Vice President and Head of the Muscle Metabolism Discovery Performance Unit from September 2014 to June 2017 and Director and Head of Biology of the Muscle Metabolism Discovery Performance Unit from March 2010 to September 2014 at GlaxoSmithKline plc, a multinational pharmaceutical company. Prior to joining GlaxoSmithKline, Dr. Russell was Associate Director of Muscle Biology and Therapeutics from February 2002 to February 2010 at Cytokinetics, Inc., a biopharmaceutical company developing treatments for diseases of impaired muscle function. He has been Adjunct Professor in the Department of Integrative Physiology at the University of Colorado Boulder since November 2017. Dr. Russell received a B.Pharm. in pharmacy and pharmacology and a Ph.D. in cell biology and gene therapy from the University of Bath and was Postdoctoral Fellow at the Stanford University School of Medicine. We believe Dr. Russell is qualified to serve on our board of directors because of the perspective and experience he provides as one of our founders and as our Chief Scientific Officer, his extensive experience in the pharmaceutical sciences as well as his strong scientific knowledge.


Badreddin Edris, Ph.D. DIRECTOR AND CO-FOUNDER	Age: 37 Director since: 2021 Committees: Compensation (Chairperson)
Career Highlights Badreddin Edris, Ph.D., has served as a member of our board of directors since February 2021. Dr. Edris was appointed as a director in his capacity as a co-founder. Dr. Edris co-founded the Company and served in an operational role from May 2017 until March 2018 before transitioning into an advisory role. Since January 2021, Dr. Edris has been the Chief Operating Officer of SpringWorks Therapeutics, Inc., a commercial-stage biopharmaceutical company, and was previously the Chief Business Officer of SpringWorks from September 2018 to December 2020. Previously, Dr. Edris was an investment and operating professional on the private equity team at OrbiMed Advisors LLC, a healthcare investment firm, from June 2014 to November 2018. While at OrbiMed, Dr. Edris also co-founded and held an operating role at Silverback Therapeutics, Inc., an OrbiMed portfolio company, where he was Head of Corporate Development from April 2016 to March 2018 and Chief Business Officer from April 2018 to September 2018. Before OrbiMed, Dr. Edris was a management consultant in the healthcare practice at Bain & Co Inc. Dr. Edris received a B.I.S. in microbiology from Weber State University, a M.S. in biology from Stanford University and a Ph.D. in genetics from Stanford University School of Medicine, where he was a National Science Foundation Graduate Research Fellow. We believe Dr. Edris is qualified to serve on our board of directors because of the perspective and experience he provides as a co-founder, his operational experience and his experience in private equity and management consulting in the biotechnology industry.

We believe Dr. Root is qualified to serve on our board of directors because of his medical background, experience working in venture capital, and directorship experience in the healthcare industry.


MEMBERS	MEETINGS HELD IN 2023: 4
Laura Brege (Chairperson) Jonathan Root, M.D. Peter Thompson, M.D.
Ms. Brege is an audit committee financial expert, as that term is defined under the U.S. Securities and Exchange Commission (SEC) rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the rules of Nasdaq.
KEY RESPONSIBILITIES
● select and hire the independent registered public accounting firm to audit our financial statements; ● help to ensure the independence and performance of the independent registered public accounting firm; ● approve audit and non-audit services and fees; ● review financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly unaudited financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls; ● prepare the audit committee report that the SEC requires to be included in our annual proxy statement; ● review reports and communications from the independent registered public accounting firm; ● review the adequacy and effectiveness of our internal controls and disclosure controls and procedure; ● review and discuss with management and our independent auditor guidelines and policies to identify, monitor, and address enterprise risks; ● review and discuss with management our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and to respond to data breaches; ● review and monitor related party transactions; and ● establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters. Our audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on our website at investors.edgewisetx.com.


MEMBERS	MEETINGS HELD IN 2023: 3
Badreddin Edris, Ph.D. (Chairperson) Laura Brege Peter Thompson, M.D.
KEY RESPONSIBILITIES
● oversee our overall compensation philosophy and compensation policies, plans and benefit programs; ● review and approve compensation for our executive officers and directors; ● review and discuss with management our any creation or revision of a clawback policy, including our Compensation Recovery Policy; ● review, approve, and administer our employee benefit and equity compensation plans; and ● prepare the compensation committee report that the SEC will require to be included in our annual proxy statement. Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. A copy of the charter of our compensation committee is available on our website at investors.edgewisetx.com.


MEMBERS	MEETINGS HELD IN 2023: 1
Peter Thompson, M.D. (Chairperson) Jonathan Fox, M.D., Ph.D. Jonathan Root, M.D.
KEY RESPONSIBILITIES
● identify, evaluate and make recommendations to our board of directors regarding nominees for election to our board of directors and its committees; ● consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees; ● develop and establish procedures for considering the leadership structure of our board of directors; ● develop and review policies for considering stockholder nominees for election to our board of directors; ● establish policies and procedures for evaluating the independence of directors and director nominees that are in compliance with the rules and regulations of the SEC and the requirements of any relevant securities exchange; ● review developments in corporate governance practices; ● review our succession planning process for executive officers; ● oversee orientation and continuing education of members of our board of directors; ● review and monitor conflicts of interest situations, other than related party transactions reviewed by the audit committee, and approve or prohibit any


Chairperson of the Board	$	30,000
Chairperson of the Audit Committee	$	15,000
Audit Committee Member	$	7,500
Chairperson of the Compensation Committee	$	10,000
Compensation Committee Member	$	5,000
Chairperson of the Nominating and Corporate Governance Committee	$	8,000
Nominating and Corporate Governance Committee Member	$	4,000


	Fees Earned or	Option
	Paid in Cash	Awards	Total
Name	($)⁽¹⁾	($)⁽²⁾	($)
Peter Thompson, M.D.⁽³⁾	76,000	150,000	226,000
Laura Brege	58,000	150,000	208,000
Badreddin Edris, Ph.D.	43,000	150,000	193,000
Jonathan C. Fox, M.D., Ph.D.	35,000	450,000	485,000
Jonathan Root, M.D.	49,500	150,000	199,500


	2023		2022
	(In thousands)
Audit Fees⁽¹⁾	$	411,950	$	316,085
Audit-Related Fees⁽²⁾		—		—
Tax Fees⁽³⁾		—		—
All Other Fees⁽⁴⁾		—		—
Total Fees	$	411,950	$	316,085


Name	Age	Position
Kevin Koch, Ph.D.	63	President, Chief Executive Officer and Director

Alan Russell, Ph.D.	54	Co-Founder, Chief Scientific Officer and Director

R. Michael Carruthers	66	Chief Financial Officer

Behrad Derakhshan, Ph.D.	44	Chief Business Officer

Joanne M. Donovan, M.D., Ph.D.	67	Chief Medical Officer

John R. Moore	59	General Counsel

Marc J. Semigran, M.D.	67	Chief Development Officer


Role of Chief Executive Officer	Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Typically, our Chief Executive Officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data. Our compensation committee makes decisions as to total compensation for each executive officer, although it may instead, in its discretion, make recommendations to our board of directors regarding executive compensation.
Role of Compensation Committee	Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. In 2023, our compensation committee retained Aon (until September 2023) and Alpine Rewards (Alpine) (beginning in October 2023), independent compensation consultants, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Accordingly, Alpine now serves at the discretion of our compensation committee. Our compensation committee engaged its compensation consultant to assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.


					Non-Equity
			Stock	Option	Incentive Plan	All Other
Name and		Salary	Awards	Awards	Compensation	Compensation	Total
Principal Position	Year	($)	($)⁽¹⁾	($)⁽²⁾	($)⁽³⁾	($)⁽⁴⁾	($)
Kevin Koch, Ph.D.	2023	594,880	—	3,070,335	297,440	13,200	3,975,855
President and	2022	572,000	249,375	4,193,069	328,900	12,200	5,355,544
Chief Executive Officer

Behrad Derakhshan, Ph.D.	2023	446,667	—	1,125,650	184,000	—	1,756,317
Chief Business	2022	416,000	124,688	1,524,621	191,360	—	2,256,669
Officer

Joanne M. Donovan, M.D., Ph.D.	2023	488,000	—	1,020,444	195,200	13,200	1,716,844
Chief Medical Officer	2022	468,000	249,375	1,829,590	215,280	12,200	2,774,445


	Option Awards					Stock Awards
		Number of
		Securities	Number of			Number of
		Underlying	Securities			Shares or
		Unexercised	Underlying	Option		Units of Stock	Market Value of
		Options	Options	Exercise	Option	That Have Not	Shares or
	Grant	Exercisable	Unexercisable	Price	Expiration	Vested	Units Vested
Name	Date⁽¹⁾	(#)	(#)	($)⁽²⁾	Date	(#)	($)⁽³⁾
Kevin Koch	8/9/2017⁽⁴⁾	51,181	—	0.18	8/8/2027	—	—
	11/16/2018⁽⁵⁾	178,711	—	0.45	11/15/2028	—	—
	11/15/2019⁽⁶⁾	491,865	—	0.64	11/14/2029	—	—
	9/2/2020⁽⁷⁾	308,955	71,319	0.71	9/1/2030	—	—
	12/16/2020⁽⁸⁾	498,218	166,074	1.93	12/15/2030	—	—
	8/17/2021⁽⁹⁾	233,333	166,667	16.38	8/17/2031	—	—
	5/1/2022⁽¹⁰⁾	—	—	—	—	20,834	227,924
	8/8/2022⁽¹¹⁾	183,333	366,667	10.39	8/8/2032	—	—
	8/17/2023⁽¹²⁾	50,000	550,000	7.08	8/17/2033

Behrad Derakhshan	9/22/2020⁽¹³⁾	234,121	54,042	0.71	9/21/2030	—	—
	12/16/2020⁽⁸⁾	116,261	38,756	1.93	12/15/2030	—	—
	8/17/2021⁽⁹⁾	81,666	58,334	16.38	8/17/2031	—	—
	5/1/2022⁽¹⁰⁾	—	—	—	—	10,417	113,962
	8/8/2022⁽¹¹⁾	66,666	133,334	10.39	8/8/2032	—	—
	8/17/2023⁽¹²⁾	18,333	201,667	7.08	8/17/2033

Joanne Donovan	4/30/2021⁽¹⁴⁾	106,666	53,334	28.64	4/30/2031	—	—
	8/17/2021⁽⁹⁾	93,333	66,667	16.38	8/17/2031	—	—
	5/1/2022⁽¹⁰⁾	—	—	—	—	20,834	227,924
	8/8/2022⁽¹¹⁾	80,000	160,000	10.39	8/8/2032	—	—
	8/17/2023⁽¹²⁾	16,666	183,334	7.08	8/17/2033

VIA THE INTERNET

BY TELEPHONE

BY MAIL

AT THE IN-PERSON MEETING

Visit the website listed on your proxy card

Call the telephone number on your proxy card

Sign, date, and return your proxy card in the enclosed envelope

Attend the Annual Meeting at 1715 38^th Street, Boulder, Colorado 80301

SEC Form DEF 14A filed by Edgewise Therapeutics Inc.