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Proposal 1: To elect the three Class III directors named herein to hold office until the Company’s 2025 annual meeting of stockholders.

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Proposal 2: To ratify the selection by the Audit Committee of the Board (the “Audit Committee”) of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022.

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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. (Eastern Time) on June 1, 2022 to be counted.

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To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m. (Eastern Time) on June 1, 2022 to be counted.

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You may submit another properly completed proxy card with a later date.

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You may grant a subsequent proxy by telephone or through the internet.

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You may send a timely written notice that you are revoking your proxy to 950 Tower Lane, Suite 1050, Foster City, California 94404, Attention: Corporate Secretary.

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You may attend the Annual Meeting and vote in person (however, we ask that stockholders seriously consider not attending the Annual Meeting this year if they suspect they may have or have been exposed to COVID-19). Simply attending the Annual Meeting will not, by itself, revoke your proxy.

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Committee Chair

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overseeing our corporate accounting and financial reporting processes;

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managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

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reviewing related person transactions;

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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

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approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

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reviewing and approving the compensation of our Chief Executive Officer, other executive officers and senior management;

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reviewing and recommending to our Board the compensation paid to our directors;

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reviewing and approving the compensation arrangements with our executive officers and other senior management;

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administering our equity incentive plans and other benefit programs;

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reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

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reviewing, evaluating and recommending to the Board succession plans for our executive officers.

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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;

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considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;

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instituting plans or programs for the continuing education of the Board and orientation of new directors;

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developing and making recommendations to the Board regarding corporate governance guidelines and matters; and

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overseeing periodic evaluations of the Board’s performance, including committees of the Board and management.

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(2)

Consists of 3,566,912 shares of common stock held by Frazier Life Sciences IX, L.P. (“Frazier IX”). FHMLS IX, L.P. is the general partner of Frazier IX. FHMLS IX, L.L.C., is the general partner of FHMLS IX, L.P. Mr. Heron, a member of the Board, and James N. Topper are the sole managing members of FHMLS IX, L.L.C., and each disclaims beneficial ownership of the shares, except to the extent of their respective pecuniary interest therein. The address of Frazier IX is 70 Willow Road, Suite 200, Menlo Park, California 94025. The foregoing information was obtained from a Form 4 filed on July 24, 2019.

(3)

Consists of (i) 1,558,456 shares of common stock held by Deerfield Healthcare Innovations Fund L.P. (“Deerfield Healthcare Innovations”) and (ii) 1,724,456 shares of common stock held by Deerfield Private Design Fund IV, L.P. (“Deerfield Private Design IV”). Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations, Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design IV and Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (“Deerfield Special Situations”). Deerfield Management Company, L.P. is the investment manager of each of Deerfield Healthcare Innovations, Deerfield Private Design IV and Deerfield Special Situations. Mr. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt HIF, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt L.P. and Deerfield Management Company, L.P. Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., and Mr. Flynn may be deemed to beneficially own the securities held by Deerfield Healthcare Innovations. Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P. and Mr. Flynn may be deemed to beneficially own the securities held by Deerfield Private Design IV. Deerfield Special Situations no longer holds any of our securities and, as such, Deerfield Mgmt L.P., Deerfield Management Company, L.P. and Mr. Flynn are no longer deemed to beneficially own the securities previously held by Deerfield Special Situations. The address of James E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Special Situations Fund, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P.is c/o Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010. The foregoing information was obtained from a Schedule 13G filed on February 11, 2022.

(4)

Consists of 2,445,147 shares of common stock held by Novo Holdings A/S (“Novo”). The board of directors of Novo, which is currently comprised of Jeppe Christiansen, Steen Riisgaard, Lars Rebien Sørensen, Jean-Luc Butel, Viviane Monges and Francis Cuss, has shared voting and investment power with respect to the shares held by Novo and may exercise such control only with the support of a majority of the members of the Novo board of directors. As such, no individual member of the Novo board of directors is deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo. Dr. Aynechi, a member of the Board, is employed as a senior partner at Novo Ventures, which provides certain consultancy services to Novo, and Dr. Aynechi is not deemed to have beneficial ownership of the shares held by Novo. The address for Novo is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark. The foregoing information was obtained from a Schedule 13D filed on January 16, 2020.

(5)

Consists of 1,921,118 shares of common stock held by RiverVest Venture Fund IV, L.P., (“RiverVest”). RiverVest Venture Partners IV, L.P. is the general partner of RiverVest. RiverVest Venture Partners IV, LLC, is the sole general partner of RiverVest Venture Partners IV, L.P. Dr. O’Donnell, a member of the Board, is a Manager at RiverVest Venture Partners IV, LLC. The address of RiverVest is 101 South Hanley Road, Suite 1850, St. Louis, Missouri 63105. The foregoing information was obtained from a Schedule 13G filed on August 1, 2019.

(6)

Consists of (i) 10,000 shares of common stock held by Ms. Brege and (ii) 48,167 shares of common stock subject to options held by Ms. Brege that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Ms. Brege that become exercisable on the date of the Annual Meeting.

(7)

Consists of 11,333 shares of common stock subject to options held by Dr. Brosgart that are exercisable within 60 days of the Record Date.

(8)

Consists of (i) 28,561 shares of common stock held by Dr. Clements and (ii) 225,207 shares of common stock subject to options held by Dr. Clements that are exercisable within 60 days of the Record Date.

(9)

Consists of (i) 6,750 shares of common stock held by Dr. Fischer and (ii) 77,750 shares of common stock subject to options held by Dr. Fischer that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Dr. Fischer that become exercisable on the date of the Annual Meeting.

(10)

Consists of (i) 289,198 shares of common stock held by the Grey Family Trust dated November 12, 1999 (“Grey 1999 Trust”), 30,763 shares of which are subject to a right of repurchase in favor of the Company, (ii) 93,750 shares of common stock held by the Grey 2018 Irrevocable Children’s Trust (“Grey 2018 Trust”), 10,255 shares of which are subject to a right of repurchase in favor of the Company, and (iii) 734,000 shares of common stock subject to options held by Mr. Grey that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Mr. Grey that become exercisable on the date of the Annual Meeting. Mr. Grey is trustee of each of the Grey 2018 Trust and Grey 1999 Trust, and in such capacity has the power to vote and dispose of such shares held by the Grey 2018 Trust and the Grey 1999 Trust.

(11)

Consists of (i) the shares described in note 2 above and (ii) 34,000 shares of common stock subject to options held by Mr. Heron that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Mr. Heron that become exercisable on the date of the Annual Meeting.

(12)

Consists of (i) the shares described in note 1 above and (ii) 34,000 shares of common stock subject to options held by Mr. Mathers that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Mr. Mathers that become exercisable on the date of the Annual Meeting.

(13)

Consists of (i) the shares described in note 5 above and (ii) 34,000 shares of common stock subject to options held by Dr. O’Donnell that are exercisable within 60 days of the Record Date, including 17,000 shares of common stock subject to options held by Dr. O’Donnell that become exercisable on the date of the Annual Meeting.

(14)

Consists of (i) 68,027 shares of common stock held by Mr. Peetz, (ii) 201,570 shares of common stock held by the Peetz Family Trust, 20,508 shares of which are subject to a right of repurchase in favor of the Company and (iii) 820,937 shares of common stock subject to options held by Mr. Peetz that are exercisable within 60 days of the Record Date. Mr. Peetz is trustee of the Peetz Family Trust and in such capacity has the power to vote and dispose of such shares.

(15)

Consists of (i) 22,231 shares of common stock held by Mr. Radovich and (ii) 119,374 shares of common stock subject to options held by Mr. Radovich that are exercisable within 60 days of the Record Date.

(16)

Consists of (i) 45,768 shares of common stock held by Dr. Tucker and (ii) 79,140 shares of common stock subject to options held by Dr. Tucker that are exercisable within 60 days of the Record Date.

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Amount consists of salary payments actually made to Dr. Tucker during 2021. Dr. Tucker’s annual salary for 2021 was $437,800.

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Dr. Tucker was not awarded a bonus for performance in 2021; his potential bonus was paid as part of a severance package.

(1)

All of the option awards were granted under the 2018 Plan, the 2019 Plan and the 2020 Inducement Plan.

(2)

Stock awards in this column were granted under the 2019 Plan.

(3)

1/4th of the shares subject to this option award vest on November 5, 2019. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.

(4)

This option award is subject to an early exercise provision and is immediately exercisable in exchange for shares of common stock, subject to a right of repurchase in favor of the Company.

(5)

1/4th of the shares subject to this option award vest on April 12, 2020. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.

(6)

1/4th of the shares subject to this option award vest one year after the Grant Date. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.

(7)

Represents a PSU award granted in March 2021 under the 2019 Plan that, in order to vest, requires achievement of a performance condition of NDA Approval on or before December 31, 2021. Upon timely achievement of NDA Approval, 50% of the PSU award vests immediately and 50% vests on June 30, 2023, subject to continued service with us through the end of the performance period. The number of shares subject to the PSU award assumes achievement of the condition, as there is only a single estimated payout pursuant to the award. For additional detail, see the discussion in Note 11 of the Annual Report. As of December 31, 2021, NDA Approval had been achieved and 50% of the PSU award had vested. For additional information, please refer to “—Equity-Based Incentive Awards” above,

(8)

The market value of the PSU award is calculated by multiplying the number of shares underlying the PSU award shown in the table by $15.95, the closing price of our ordinary shares on December 31, 2021.

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“cause” generally means the occurrence of any of the following events, conditions or actions with respect to the executive: (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against us; (iii) intentional, material violation of any contract or agreement between the executive and us or of any statutory duty owed to us; (iv) unauthorized use or disclosure of our confidential information or trade secrets; or (v) gross misconduct;

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“good reason” generally means the following events, conditions or actions taken by us with respect to the executive without cause and without the executive’s express written consent: (i) a material reduction of the executive’s annual base salary, which is a reduction of at least 10% of such executive’s base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (ii) a material reduction in the executive’s authority, duties or responsibilities; (iii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report; (iv) a relocation of the executive’s principal place of employment to a place that increases such executive’s one-way commute by more than 50 miles as compared to such executive’s then-current principal place of employment immediately prior to such relocation; and

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“change in control” generally means the following events: (i) a change in ownership of representing more than 50% of the combined voting power of our outstanding securities, other than by virtue of a merger, consolidation or similar transaction; (ii) a merger, consolidation or similar transaction in which our stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent; (iii) a dissolution or liquidation, except for a liquidation into a parent corporation; and (iv) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.

(1)

Consists of the 2018 Plan, the 2019 Plan and the 2019 Employee Stock Purchase Plan (the “ESPP”). The number of shares of our common stock reserved for issuance under the 2019 Plan is subject to an automatic increase on January 1 of each calendar year through January 1, 2029, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. The number of shares of our common stock reserved for issuance under the ESPP is subject to an automatic increase on January 1 of each calendar year through January 1, 2029, by the lesser of (a) 1.0% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (b) 1,500,000 shares; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (a) and (b). On January 1, 2022, the numbers of shares of our common stock reserved for issuance under the 2019 Plan and the ESPP were increased by 1,535,253 and 307,050, respectively, pursuant to the automatic increase provisions of such plans.

(2)

Consists of shares available for future issuance under the 2019 Plan and the ESPP. As of December 31, 2021, 1,362,583 shares of our common stock were available for issuance under the 2019 Plan, and 911,138 shares of our common stock were available for issuance under the ESPP.

(3)

Consists of the 2020 Inducement Plan, which was adopted by the Compensation Committee without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules. As of December 31, 2021, 1,072,036 shares of our common stock were available for issuance under the 2020 Inducement Plan.

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any breach of the director’s duty of loyalty to the corporation or its stockholders;

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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions; or

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any transaction from which the director derived an improper personal benefit.