auph-20250415

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 §240.14a-12

AURINIA PHARMACEUTICALS 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.
☐			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

Dear Fellow Shareholders:

I am pleased to report that Aurinia ended 2024 in a strong position. Sales of LUPKYNIS®, our flagship product and the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis, grew 36% to $216.2 million in 2024, its fourth year on the market. Robust cash flows from operations from our growing product sales enabled the Company to repurchase 6.1 million common shares under our share repurchase plan in 2024 while still closing the year in a strong financial position. As of December 31, 2024, Aurinia had cash, cash equivalents, restricted cash and short-term investments of $358.5 million and zero debt.

We are excited about Aurinia’s prospects for 2025 and beyond. With the many lupus nephritis patients who could still benefit from LUPKYNIS and the recently revised treatment guidelines from the American College of Rheumatology recommending the early use of drugs like LUPKYNIS to prevent kidney damage, the potential for LUPKYNIS’s continued growth is strong.

We are also excited about our pipeline product candidate, AUR200, a dual inhibitor of B cell activating factor (BAFF) and a proliferation inducing ligand (APRIL), which has the potential to treat a wide range of autoimmune diseases. In September 2024, we initiated a Phase 1 study of AUR200 and expect to report initial results from this study in the second quarter of 2025.

I am pleased to provide an update on significant corporate governance changes that Aurinia has implemented.

•Aurinia has reduced the proposed size of the Board of Directors to six members from nine at last year’s annual meeting. We believe that this change is consistent with our recent streamlining of the organization and will facilitate more efficient decision making.

•Four of the six Board nominees are new to the Company in the past year. We welcome their fresh perspectives on opportunities to maximize shareholder value.

•We have redesigned our employee equity incentive program to strengthen its alignment with shareholder interests. Specifically, for 2025, all equity grants for all employees are either performance awards or stock options, both of which only have value if the price of Aurinia’s common shares appreciates; time-vested restricted stock units are no longer being granted.

On behalf of the Board of Directors, I would like to thank the management team and all of the employees for their dedication to the Company and its mission to deliver life-changing treatments to patients. I also would like to thank all of our shareholders for your continued support.

Sincerely,

/s/ Kevin Tang

Kevin Tang

Chair of the Board

On behalf of the Board of Directors

Notice of the 2025 Annual General Meeting of Shareholders

To Be Held on May 15, 2025

April 17, 2025

To the Shareholders of Aurinia Pharmaceuticals Inc. (the “Company”):

The 2025 annual general meeting of shareholders (the “Meeting”) of the Company will be held via live webcast at https://meetings.lumiconnect.com/400-265-961-243 (meeting ID: 400-265-961-243; case sensitive password: aurinia2025) on May 15, 2025 at 12:00 p.m., Eastern Time. The Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement and management information circular (the “Proxy Statement/Circular”):

1.To elect 6 director nominees named in the Proxy Statement/Circular, each to serve until the 2026 annual general meeting of shareholders or until their qualified successor has been duly elected or appointed;

2.To approve the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm until the close of the 2026 annual general meeting of shareholders or until a successor is appointed;

3.To approve, on a non-binding advisory basis, the Company’s executive compensation set forth in this Proxy Statement/Circular (the “say-on-pay” vote);

4.To approve an amendment to the Company’s Equity Incentive Plan to increase the maximum number of common shares reserved for issuance pursuant to the Equity Incentive Plan by 6,000,000; and

5.To transact any other matters that may properly be brought before the Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 12, 2025 are entitled to notice of, and to vote on, the proposals described in the Proxy Statement/Circular.

The Company’s Board of Directors has determined 12:00 p.m., Eastern Time, on May 13, 2025 or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting as the time before which proxies to be used or acted upon at the Meeting or any adjournment or postponement thereof must be deposited with the Company’s transfer agent. The time limit for the deposit of proxies may be waived or extended by the chair of the Meeting. Failure to properly complete or deposit a proxy may result in its invalidation.

DATED this 17th day of April, 2025.


			By Order of the Board of Directors,

			/s/ Peter Greenleaf
			Peter Greenleaf
			Director, President and Chief Executive Officer


The Meeting will be a completely virtual meeting. Whether or not you expect to virtually attend the Meeting, please complete, date, sign and return the proxy that was mailed to you, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Meeting. Please note, that if your common shares are held of record by a broker, bank or other nominee and you wish to vote at the Meeting (instead of doing so in advance), you must obtain a legal proxy issued in your name from the holder of record.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2025: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM OR REFER TO SUCH OTHER INSTRUCTIONS FROM YOUR INTERMEDIARY.

Voting is Easy. Vote Well in Advance of the Deadline on May 13, 2025 at 12:00 p.m. (Eastern Time)

Questions or Require Voting Assistance?

Contact our proxy solicitation agent, Alliance Advisors, toll free within North America at 1-844-200-5964 (1-315-658-0064 outside North America), or by email at AUPH@allianceadvisors.com.

TABLE OF CONTENTS


						Page
Proxy Statement; Questions and Answers About These Proxy Materials and Voting						3
Proposal 1 : Election of Directors						10
Proposal 2 : Appointment of Independent Registered Public Accounting Firm						14
Proposal 3 : Advisory Vote on Executive Compensation						15
Proposal 4 : Amendment to Equity Incentive Plan						16
Executive Officers of The Company						28
Executive Compensation						30
Item 402 (v) Pay vs. Performance						50
Director Compensation						57
Security Ownership of Certain Beneficial Owners and Management						59
Transactions With Related Persons						61
Householding of Proxy Materials						62
Interest of Informed Persons in Material Transactions						63
Interest of Certain Persons or Companies						63
Other Matters						63
Appendix A Mandate of Board of Directors						64
Appendix B Statement of Canadian Corporate Governance Practices						68
Appendix C Amendment to the Equity Incentive Plan						75
Form of Proxy						90

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PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR

FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be Held on May 15, 2025

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What is the purpose of this Proxy Statement and Management Information Circular (the “Proxy Statement/Circular”)?

This Proxy Statement/Circular is being furnished because the board of directors (the “Board”) of Aurinia Pharmaceuticals Inc. (the “Company” or “Aurinia”) is soliciting your proxy to vote at the 2025 Annual General Meeting of shareholders, or at any adjournments or postponements thereof (the “Meeting”) to be held on Thursday, May 15, 2025 at 12:00 p.m., Eastern Time. The materials for the Meeting, including this Proxy Statement/Circular and a form of proxy, will be mailed on or about April 17, 2025 to all shareholders entitled to vote at the Meeting.

Who do I contact if I have questions or need assistance in voting my shares?

Aurinia has retained Alliance Advisors as its proxy solicitation agent. Shareholders can reach Alliance Advisors toll free within North America at 1-844-200-5964 (1-315-658-0064 outside North America), or by email at AUPH@allianceadvisors.com.

How can I attend the Meeting?

This year’s Meeting will be held via live webcast at https://meetings.lumiconnect.com/400-265-961-243 (meeting ID: 400-265-961-243; case sensitive password: aurinia2025) on May 15, 2025 at 12:00 p.m., Eastern Time. Shareholders may vote and submit questions during the Meeting via live webcast.

Who can vote at the Meeting?

Only shareholders of record at the close of business on April 12, 2025 (the “Record Date”) will be entitled to vote at the Meeting. On the Record Date, there were 136,646,428 common shares issued and outstanding (this number excludes 135,515 shares repurchased by the Company that are outstanding and are being submitted for cancellation). Each common share entitles the holder to one vote with respect to each matter submitted to shareholders at the Meeting. Each shareholder is entitled to appoint any other person to represent them at the Meeting, and at any adjournment or postponement thereof. If a shareholder wishes to appoint a person or company other than the nominees presented by the Board, they may do so by inserting the name of their chosen proxyholder in the space provided and as instructed on the proxy card.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Shareholder of Record: Common Shares Registered in Your Name

If on the Record Date your common shares were registered directly in your name with our transfer agent, Computershare Trust Company of Canada (“Computershare”), then you are, with respect to those common shares, the “shareholder of record.” As a shareholder of record, you may vote online at the Meeting or vote by proxy by mail, over the telephone or on the Internet as instructed below.

Beneficial Owner: Common Shares Registered in the Name of a Bank, Broker, Fiduciary or Custodian

If on the Record Date your shares were not held in your name with our transfer agent, but rather held by a bank, broker, fiduciary or custodian, then you are, with respect to those common shares, the “beneficial owner” of shares held in “street name,” and these proxy materials are being forwarded to you by that organization. The organization holding your common shares is considered the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you are invited to attend the Meeting; however, since you are not the “shareholder of record,” you may not vote your shares online at the Meeting unless you request and obtain a valid proxy from the organization holding your common shares.

Aurinia does not intend to pay for the organization holding your common shares to forward the proxy-related materials to beneficial shareholders who have objected to sharing their information with the Company (“OBOs”) and OBOs will not receive the proxy-related materials unless the OBO’s intermediary assumes the cost of delivery.

How do I register to attend the Meeting?

If you are a shareholder of record, you do not need to register to attend the Meeting. Please follow the instructions on the proxy card that you received.

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If you are a beneficial owner and wish to vote online at the Meeting (or have a third party vote on your behalf online at the Meeting), strike out the names of the management designees and insert your or a third party’s name into the appropriate space on the voting instruction form (the “VIF”). Do not fill out your voting instructions. Follow the instructions for submitting the VIF by the appropriate deadline, as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary.

You must also register yourself or the third party as a proxy holder at www.investorvote.com by 12:00 p.m., Eastern Time, on May 13, 2025 and provide Computershare with your or the third party’s contact information so that Computershare may provide you or the third party with a username via email shortly after this deadline. Without a username, you or the third party will not be able to vote or ask questions at the Meeting.

For U.S. beneficial owners, to register to attend the Meeting online by webcast, you must submit proof of your proxy power (legal proxy) reflecting your holdings in the Company, along with your name and email address to Computershare using the below contact information. Requests for registration must be labeled as “Legal Proxy” and be received no later than 12:00 p.m., Eastern Time, on May 13, 2025.

You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare at the following:

By email:

Forward the email from your bank, broker, fiduciary or custodian, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:

Computershare

Attention: Proxy Department

100 University Avenue, 8th Floor

Toronto, Ontario, M5J 2Y1

By fax:

1-866-249-7775 for faxes sent from within Canada and the U.S. (or 1-416-263-9524 for faxes sent from outside Canada and the U.S.)

What am I voting on, and how many votes are needed to approve each proposal?

The 4 proposals to be voted on at the Meeting are set forth in the table below.

The Board unanimously recommends that shareholders vote “FOR” each director nominee and “FOR” Proposals 2, 3 and 4.

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Votes will be counted by the scrutineer. The following table summarizes the voting requirements for each of the proposals and the effect of abstentions and broker non-votes:

Proposal

Number

Proposal Description

Vote Required for

Approval

Effect of Abstentions

Effect of Broker Non-Votes

To elect the following 6 director nominees presented by the Board: Kevin Tang, Jeffrey A. Bailey, Kathy Goetz, Peter Greenleaf, Craig Johnson and Tina S. Nova.

Director nominees are elected by a plurality of the “FOR” votes cast. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee; however, under the Company’s Majority Voting Policy, each director nominee must receive more “FOR” votes than “WITHHOLD” votes.

None

To approve the appointment of PricewaterhouseCoopers LLP (“PwC”), Chartered Professional Accountants, as the Company’s independent registered public accounting firm until the close of the 2026 Annual General Meeting of shareholders or until a successor is appointed.

The appointment of PwC will be approved by “FOR” votes from the holders of a majority of votes cast. For purposes of this proposal, votes cast at the Meeting include only those votes cast “FOR” the appointment of the independent registered public accounting firm. If you select “WITHHOLD” your vote will not be counted as a vote cast for this proposal.

None

To approve on a non-binding advisory basis the Company’s executive compensation set forth in this Proxy Statement/Circular (the “say-on-pay” vote).

The approval of the Company’s executive compensation on a non-binding advisory basis will be determined by the “FOR” votes from the holders of a majority of votes cast. If you select “ABSTAIN”, your vote will not be counted as a vote cast on this proposal. The Board will consider the results of the non-binding advisory vote when considering future decisions related to such proposal.

None

To approve an amendment to the Company’s Equity Incentive Plan to increase the maximum number of common shares reserved for issuance pursuant to the Equity Incentive Plan by 6,000,000.

The amendment of the Company’s Equity Incentive Plan will be approved by “FOR” votes from the holders of a majority of votes cast. If you select “ABSTAIN” your vote will not be counted as a vote cast on this proposal.

None

What if another matter is properly brought before the Meeting?

As of the date of this Proxy Statement/Circular, the Board is not aware of any other matters that will be presented for consideration at the Meeting. If any other matters are properly brought before the Meeting, it is the intention of the management designated proxy holder (identified on your proxy card) to vote on those matters in accordance with their best judgment.

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How do I vote?

Shareholder of Record

If you are a shareholder of record, you may vote online at the Meeting or vote by proxy by mail, over the telephone or through the Internet. Whether or not you plan to attend the Meeting, we urge you to vote by proxy to ensure your vote is counted. If you attend the Meeting and decide to vote online during the Meeting even if you have already voted by proxy, you may vote online pursuant to the provided instructions. Doing so will revoke your prior vote.

•To vote online at the Meeting, follow the instructions to join the Meeting at https://meetings.lumiconnect.com/400-265-961-243, starting at 12:00 p.m., Eastern Time, on Thursday, May 15, 2025. The meeting ID is 400-265-961-243. The password for the Meeting is aurinia2025 (case sensitive). The webcast will open prior to the start of the Meeting and we recommend that you log in at least 15 minutes before the Meeting to ensure you are logged in when the Meeting begins.

•To vote by mail using the proxy card, complete, sign and date the proxy card delivered to you and return it promptly in the envelope provided. If you return your signed proxy card to us before the Meeting by 12:00 p.m., Eastern Time, on May 13, 2025, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting, we will vote your shares as you direct.

•To vote over the telephone, dial toll-free 1-866-732-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the proxy card.

•To vote through the Internet, go to www.investorvote.com to complete an electronic proxy card. You will be asked to provide the control number from the proxy card.

Beneficial Owner

If you are a beneficial owner, you should have received voting instructions from your holding organization. Simply follow the voting instructions to ensure that your vote is counted. Aurinia may utilize Broadridge’s QuickVoteTM service to assist eligible shareholders with voting their shares directly over the phone.

Should you wish to vote online at the Meeting (or have a third-party vote on your behalf online at the Meeting), you need to strike out the names of the management designees and insert your or a third party’s name into the appropriate space on the VIF. Do not fill out your voting instructions. Follow the instructions for submitting the VIF by the appropriate deadline, as the instructions and deadline may vary depending on the intermediary. It is important that you comply with the signature and return instructions provided by your intermediary.

What happens if I do not vote?

Shareholder of Record

If you are a shareholder of record and do not vote by completing your proxy card, by telephone, through the Internet or online at the Meeting, your shares will not be voted.

Beneficial Owner

If you are a beneficial owner and you do not provide instructions how to vote your shares, in accordance with section 153 of the Business Corporation Act (Alberta) (the “ABCA”) your bank, broker, fiduciary or custodian is not permitted to vote your shares.

What if I return a proxy card or otherwise vote without marking voting selections?

If you are a shareholder of record and return a signed and dated proxy card without marking voting selections, your common shares will be voted “FOR” each director nominee and “FOR” Proposals 2, 3 and 4. If any other matter is properly presented at the Meeting, your proxy holder (named on your proxy card) will vote your shares using their best judgment.

Can I submit a question for the Meeting?

Shareholders who attend the Meeting and log in as a registered shareholder using their control number will have an opportunity to submit questions during a portion of the Meeting. Instructions for submitting a question during the Meeting will be provided on the Meeting website.

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What should I do if I need technical support during the Meeting?

The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plugins. Attendees should ensure they have a strong Internet connection, allow plenty of time to log in and can hear streaming audio prior to the start of the Meeting.

If you experience any technical difficulties accessing the Meeting or during the Meeting, please email

support-ca@lumiglobal.com for assistance. Technicians will be ready to assist you with any technical difficulties you may have, beginning 15 minutes prior to the start of the Meeting, and the technicians will be available through the conclusion of the Meeting. Additional information regarding matters addressing technical and logistical issues, including technical support during the Meeting, will be available on the Meeting website.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies associated with this Proxy Statement/Circular. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We have also engaged Alliance Advisors to assist us in connection with the solicitation of proxies and communications with shareholders, recommending corporate governance best practices, where applicable, liaising with advisory firms, developing and implementing shareholder communication strategies and advice with respect to the Meeting and proxy protocol. In connection with these services, Alliance Advisors is expected to receive a fee of $22,000 plus taxes and expenses.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Shareholder of Record

Yes. You can revoke your proxy at any time before the final vote at the Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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

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

•You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at Aurinia Pharmaceuticals Inc., #140, 14315 – 118 Avenue Edmonton, AB T5L 4S6 Canada. Notice must be received prior to the commencement of the Meeting in order to be timely.

•You may virtually attend the Meeting and vote online at the Meeting. Simply attending the Meeting will not, by itself, revoke your proxy. Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions by mail or vote by telephone or through the Internet so that your vote will be counted if you later decide not to attend the Meeting.

Your most recently submitted proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner

If you are a beneficial owner, you should follow the instructions provided by your bank, broker, fiduciary or custodian in order to change your vote or revoke your proxy.

When are shareholder proposals and director nominations due for next year’s annual meeting?

From time to time, shareholders may present proposals that may be proper subjects to add to the agenda for consideration at a general meeting of shareholders. The ABCA has specific restrictions on which shareholders can submit shareholder proposals, and the topic of those proposals. A proposal must comply with all of the requirements of the ABCA to be validly submitted. The proposal must be submitted at least 90 days before the anniversary date of the last annual meeting of the Company's shareholders (being February 13, 2026 for the 2026 annual general meeting of shareholders, based on the planned date for the Meeting).

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In addition, there are specific requirements for shareholder proposals under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Rule 14a-8 of the Exchange Act, to be eligible for inclusion in the Company’s proxy materials for the 2026 annual general meeting of shareholders, shareholder proposals must be received by the Company not later than December 18, 2025, which is 120 days prior to the anniversary of the date this Proxy Statement/Circular was first released to shareholders with respect to the Meeting. This date will change if the date of 2026 Annual General Meeting of shareholders is 30 calendar days earlier or later than May 15, 2026. A proposal must comply with all of the requirements of the Exchange Act to be validly submitted.

Accordingly, shareholders should submit any proposals for inclusion in the Company’s proxy materials prior to December 18, 2025 to be in compliance with both requirements.

Proposals should be addressed to: Aurinia Pharmaceuticals Inc., #140, 14315 – 118 Avenue Edmonton, AB T5L 4S6 Canada, Attn: Corporate Secretary.

We received no shareholder proposals for the Meeting.

The Company’s by-laws include advance notice provisions (the “Advance Notice Provisions”) that require that advance notice must be provided to the Company in circumstances where nominations of persons for election to the Board are made by shareholders in specific circumstances. Among other things, the Advance Notice Provisions fix a deadline by which holders of record of common shares must submit director nominations to the secretary of the Company prior to any annual or special meeting of shareholders and sets forth the specific information a shareholder must include in the written notice to the secretary of the Company for an effective nomination to occur.

No person will be eligible for election as a director unless nominated in accordance with the provisions of the Advance Notice Provisions. In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, in the event that the annual meeting is to be held on a date that is less than 60 days after the date on which the first public announcement of the date of the annual meeting was made, notice must be made not later than the close of business on the tenth day following such public announcement.

Please refer to the full text of the Advance Notice Provisions which are set out in Section 15 of our Amended and Restated By-law No. 2, filed as an exhibit to our Current Report on Form 8-K filed with the SEC on September 12, 2024.

In addition to the Advance Notice Provisions, the SEC has adopted Rule 14a-19 (known as the universal proxy rules), which governs proxy contests for companies subject to the U.S. proxy rules for shareholder meetings. Under the universal proxy rules, shareholders who seek to nominate a director for election to a company's board of directors must submit to the company no later than 60 days prior to the anniversary date of that company's prior annual meeting the information required under Rule 14a-19. The deadline for compliance with the universal proxy rules’ nomination requirements for the annual meeting of shareholders to be held in 2026, provided that meeting is held within 30 days of May 15, 2026, will be March 16, 2026.

The deadline for compliance with the Advance Notice Provisions for the Meeting was March 27, 2025. As of the date hereof, the Company has not received any valid nominations for directors from any third party.

How are votes counted?

Votes will be counted by the scrutineer appointed for the Meeting, who will separately count, for proposals 1 and 2, votes “FOR” or “WITHHOLD”, and with respect to proposals 3 and 4, votes “FOR,” “AGAINST” or “ABSTAIN.” Broker non-votes have no impact on the outcome of the vote for Proposals 1, 3 and 4. We do not expect any broker non-votes on Proposal 2.

What are “broker non-votes”?

A “broker non-vote” occurs when a beneficial owner of common shares held in “street name” does not give instructions to his or her bank, broker, fiduciary or custodian holding the common shares as to how to vote on a matter. Under the ABCA the bank, broker, fiduciary or custodian cannot vote the shares.

As a reminder, if you are a beneficial owner of shares held in “street name,” in order to ensure your shares are voted, you must provide voting instructions to your bank, broker, fiduciary or custodian holding the common shares by the deadline provided in the materials you receive from your bank, broker, fiduciary or custodian.

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What is the quorum requirement?

A quorum of shareholders is necessary for the transaction of business at any meeting of shareholders. A quorum will be present if at least two (2) shareholders or proxy holders who hold, in the aggregate, at least thirty-three and one-third percent (33 1/3%) of the outstanding common shares of the Company are present at the Meeting. Common shares that are voted “FOR,” “WITHHOLD,” “AGAINST,” “ABSTAIN” and broker non-votes are treated as being present at the Meeting for purposes of establishing a quorum.

Holders of at least 45,548,810 common shares must be present via virtual attendance or represented by proxy at the Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your bank, broker, fiduciary or custodian) or if you attend online at the Meeting. If there is no quorum, the holders of a majority of common shares present at the Meeting via virtual attendance or represented by proxy may adjourn the Meeting to another date.

How can I find out the Meeting voting results?

Preliminary voting results may be announced at the Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Meeting. If final voting results are not available to us in time to file a current report on Form 8-K within four business days after the Meeting, we intend to file a current report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended current report on Form 8-K to publish the final results.

RECEIPT OF FINANCIAL STATEMENTS

At the Meeting, shareholders will receive and consider the annual consolidated financial statements of the Company for the year ended December 31, 2024 and the auditor’s report thereon, but no vote by the shareholders with respect thereto is required or proposed to be taken.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Each individual listed below has been nominated for election to the Board, of which 4 of the nominees are incumbent directors and 2 are new director nominees. Director nominees elected at the Meeting will hold office until the 2026 annual general meeting of shareholders or until their qualified successor has been duly elected or appointed, unless their office is vacated earlier in accordance with the by-laws of the Company or the ABCA. The Company is not aware whether any of the nominees will be unable or unwilling to serve. However, should the Company become aware of such an occurrence prior to the Meeting, the proxy holder may use the discretionary power granted under such proxy to vote for any substitute nominee(s) whom the Company may select.

Directors are elected by a plurality of the “FOR” votes cast. Accordingly, the 6 nominees receiving the highest number of affirmative votes will be elected. If you select “WITHHOLD” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purposes of electing such nominee; however, under the Company’s Majority Voting Policy, each director nominee must receive more “FOR” votes than “WITHHOLD” votes.

The Company’s Majority Voting Policy applies only in the event of an uncontested election, whereby the number of director nominees for election is the same as the number of directors to be elected to the Board. Under the Majority Voting Policy, if a director receives more “WITHHOLD” votes than “FOR” votes, such director is required to tender their resignation. Within 90 days of the Board receiving the results of the vote, the Board must announce its determination whether to accept such resignation by either filing a Current Report on Form 8-K or issuing a press release. In considering whether to accept the resignation, the Board will consider all factors deemed relevant by members of the Board. A director who tenders a resignation pursuant to this policy will not participate in any meeting of the Board or any committee at which the resignation is considered. The director nominees have agreed to comply with the Company’s Majority Voting Policy and any future nominees will be asked to agree to comply with such policy.

Name, Province, State and Country of Residence

Date First Elected / Appointed

Age

Present Principal Occupation

Position Held with the Company

Kevin Tang

California

United States

September 12, 2024

President of Tang Capital Management, LLC

Chair of the Board

Jeffrey A. Bailey

New Hampshire

United States

August 18, 2023

Corporate Director

Director

Kathy Goetz

Iowa

United States

New Director Nominee

Corporate Director

New Director Nominee

Peter Greenleaf

Maryland

United States

April 29, 2019

President and Chief Executive Officer (“CEO”) of the Company

Director, President and Chief Executive Officer

Craig Johnson

California

United States

November 7, 2024

Corporate Director

Director

Tina S. Nova

California

United States

New Director Nominee

Corporate Director

New Director Nominee

Kevin Tang, Director, Chair of the Board and Chair of the Governance Committee

Kevin Tang is the President of Tang Capital Management, LLC, a life sciences-focused investment company he founded in 2002. From 2014 through its acquisition by Innoviva, Inc. in 2022, he was Chairman of La Jolla Pharmaceutical Company. In 2013, Mr. Tang founded Odonate Therapeutics, Inc. and served as its Chairman and Chief Executive Officer through 2022. He co-founded Heron Therapeutics, Inc. in 2009 and served as Director from 2009 to 2012 and Chairman from 2012 to 2020. From 2009 through its acquisition by Endo Pharmaceuticals, Inc. in 2010, Mr. Tang was a director of Penwest Pharmaceuticals Co. In 2006, he co-founded Ardea Biosciences, Inc. and served as a director through its acquisition by AstraZeneca PLC in 2012.

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From 2001 to 2008, Mr. Tang served as a director of Trimeris, Inc. From 1993 to 2001, he was a research analyst at Deutsche Banc Alex Brown, Inc., an investment banking firm, and most recently was a Managing Director and head of the firm’s Life Sciences research group. Mr. Tang received a B.S. degree from Duke University. Our Board has concluded that Mr. Tang should serve as a director based on his experience forming and building biotechnology companies, serving as a director of biotechnology companies and serving as a manager of funds specializing in the area of life sciences.

Jeffrey A. Bailey, Director, Chair of the Compensation Committee

Jeffrey A. Bailey has served on the board of Aberdeen Investments since 2023. From 2020 through its acquisition by Aberdeen Investments in 2023, he was Chairman of Tekla Capital Management LLC. Mr. Bailey also served as the Chairman of Aileron Therapeutics Inc. from 2017 to 2023 until the merger with Lung Therapeutics, Inc. He has held multiple President, Chief Executive Officer, and leadership roles at biotech and pharmaceutical companies where he oversaw improvements in strategic operations and led the organizations through successful acquisitions, including BioDelivery Sciences International, Inc. from 2020 to 2022, Illuminoss Medical, Inc. from 2018 to 2020, Neurovance, Inc. from 2015 to 2017, Lantheus Medical Imaging from 2013 to 2015, including its IPO as CEO, and Fougera Pharmaceuticals Inc. from 2011 to 2012.

From 2010 to 2011, Mr. Bailey served as Chief Commercial Officer at King Pharmaceuticals, Inc., where he led more than 750 employees delivering more than $1.5 billion in annual sales. From 2008 to 2010, he was President and General Manager at Novartis, where he led a 1,000-member primary care and specialty pharma team delivering more than $825 million in annual sales. 

Mr. Bailey began his career in 1984 at the Johnson & Johnson Family of Companies where he earned successive leadership roles over the course of 20 years. He holds a degree in Business Administration from Rutgers University. Our Board has concluded that Mr. Bailey should serve as a director based on his background and corporate pharmaceutical experience.

Kathy Goetz, New Director Nominee

Kathy Goetz has more than 30 years of pharmaceutical and biotech experience. She is an accomplished commercial executive and board member with a strong command of the healthcare landscape and a record of commercial success. Ms. Goetz has demonstrated consistent results driving revenue and growth across diverse therapeutic areas and product lifecycle stages.

Ms. Goetz currently serves as a director at four funds managed by Aberdeen Investments, a registered investment adviser, supporting the fund’s family of four healthcare funds with $3 billion in investments predominantly in securities of public and private healthcare companies.

Ms. Goetz brings expertise in commercial strategy, business and product development, operational effectiveness, finance, corporate governance, and market access.

Most notably, she spent over 25 years with Novartis Pharmaceuticals, where she gained a breadth of experience and success throughout a diversity of advancing roles across the organization. Ms. Goetz served as VP and Head of Sales, where she led the U.S. Neuroscience Franchise commercial sales organization to deliver sales results while increasing productivity, efficiency, and growth across a $2.0 billion specialty portfolio. As Executive Director and Head of US Strategic Accounts, she led a cross-functional team to deliver $1.2 billion in strategic account sales and business impact within Multiple Sclerosis Centers of Excellence. Throughout her tenure at Novartis Ms. Goetz successfully held various roles, including strategic and market planning, marketing, sales, and leadership.

She has received numerous industry leadership awards, including the Healthcare Businesswomen’s Association Rising Star Award. Ms. Goetz graduated from Iowa State University with a degree in Business Administration and Finance. Our Board has concluded that Ms. Goetz should serve as a director based on background and commercial expertise in the rheumatology and nephrology areas.

Peter Greenleaf, Director, President and CEO

Peter Greenleaf currently serves as the Chief Executive Officer and member of the Board of Directors of Aurinia. From March 2018 to April 2019, he served as the CEO of Cerecor Pharmaceuticals, Inc. (now Avalo Therapeutics, Inc.). From March 2014 to February 2018, Mr. Greenleaf served as CEO and Chairman of Sucampo Pharmaceuticals, Inc. Sucampo was focused on the development and commercialization of medicines to meet major unmet medical needs of patients worldwide and was sold in February 2018 to UK pharmaceutical company, Mallinckrodt PLC. From June 2013 to March 2014, he served as CEO and a member of the Board of Directors of Histogenics Corporation, a regenerative medicine company. From 2006 to 2013, Mr. Greenleaf was employed by MedImmune LLC, the global biologics arm of AstraZeneca, where he most recently served as

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President. From January 2010 to June 2013, he also served as President of MedImmune Ventures, a wholly-owned venture capital fund within the AstraZeneca Group.

Prior to serving as President of MedImmune, Mr. Greenleaf was Senior Vice President, Commercial Operations of the company, responsible for its commercial, corporate development, and strategy functions. He has also held senior commercial roles at Centocor, Inc. (now Jansen Biotechnology, Johnson & Johnson) from 1998 to 2006 and at Boehringer Mannheim (now Roche Holdings) from 1996 to 1998.

Mr. Greenleaf previously partnered with Governor Martin O’Malley to chair the Maryland Venture Fund Authority, whose vision was to oversee the implementation of Invest Maryland, a public-private partnership to spur venture capital investment in the state. In addition, he has extensive public and private board experience and has served in leadership roles on both BIO and PhRMA throughout the years. Mr. Greenleaf earned an MBA from St. Joseph’s University and a B.S. from Western Connecticut State University. Our Board has concluded that Mr. Greenleaf should serve as a director based on his background, leadership role with the Company and corporate pharmaceutical experience.

Craig Johnson, Director, Chair of the Audit Committee

Craig Johnson has more than 30 years of experience serving in senior financial management roles and governing corporations, primarily in the biotechnology industry. He has served as a director of Heron Therapeutics, Inc. since 2014.

Mr. Johnson previously served as a director of Mirati Therapeutics, Inc. from 2013 until its acquisition by Bristol Myers Squibb in 2024, and as a director of La Jolla Pharmaceutical Company from 2013 until its acquisition by Innoviva, Inc. in 2022. He served as a director of Odonate Therapeutics, Inc. from 2017 to 2022, as a director of Decipher Biosciences, Inc. from 2015 to 2018, and as a director of Adamis Pharmaceuticals Corporation from 2011 to 2014. Mr. Johnson served as a director of Ardea Biosciences, Inc. from 2008 until its acquisition by AstraZeneca PLC in 2012.

He served as Vice President and Chief Financial Officer of TorreyPines Therapeutics, Inc. from 2004 until its sale to Raptor Pharmaceuticals Corp. in 2009, and then as Vice President of a wholly owned subsidiary of Raptor Pharmaceutical Corp. from 2009 to 2010. From 1994 to 2004, Mr. Johnson held various positions at MitoKor, Inc., concluding his service as Chief Financial Officer and Senior Vice President of Operations. He practiced as a Certified Public Accountant with Price Waterhouse, and he received a B.B.A. degree in accounting from the University of Michigan-Dearborn. Our Board has concluded that Mr. Johnson should serve as a director based on his experience serving as a director of biotechnology companies and his expertise in financial management.

Tina S. Nova, New Director Nominee

Tina S. Nova, Ph.D. is a dynamic life sciences executive renowned for her innovation and visionary leadership in the field of biosciences and molecular diagnostics. With a career spanning nearly four decades, Dr. Nova has led three companies from inception through the IPO process followed by two successful major acquisitions. She has deep experience in product development, laboratory operations, R&D, product commercialization, sales, marketing, managed care, and human resources.

As former President and Chief Executive Officer of Decipher Biosciences, Inc. from 2018 to 2021, Dr. Nova helped spearhead transformative advancements in urologic cancer diagnostics, culminating in the company's acquisition by Veracyte, Inc. for $600 million in 2021. She also served as President of Veracyte from 2021 to 2023. Dr. Nova was President and Chief Executive Officer of Molecular Stethoscope, Inc. from 2015 to 2018, and was Executive Vice-President and General Manager of Illumina, Inc. from 2014 to 2015. She served as President and Chief Executive Officer of Genoptix, Inc. from 2000 to 2014, leading their IPO in 2008 and acquisition by Novartis for $330 million in 2011. From 1984 to 2000, Dr. Nova served in various roles at Hybritech Incorporated, Selective Genetics, Inc. and Nanogen, Inc.

She has been a director of several public and private companies throughout her career, including serving as board chairman and executive chairman. Dr. Nova has been a contributing member and has chaired several life science board committees, including Compensation, ESG, Nominating and Governance, Human Resources, and Audit and Finance.

She has received several leadership awards, including the WEDO Women Entrepreneur’s Pioneer Award, the EY Entrepreneur of the Year in Life Sciences award, and the Lifetime Achievement Award from Athena Health. Dr. Nova has published numerous research articles and holds several patents. She earned her B.S. in Biological Sciences from the University of California, Irvine, and her Ph.D. in Biochemistry from the University of California, Riverside. Dr. Nova conducted her Post-Doctoral Research at New York University Medical Center. Our Board has concluded that Dr. Nova should serve as a director based on her background and financial experience.

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Other Board Membership

The following table identifies the directorships of the directors and director nominees for other reporting issuers or their equivalent:


Name	Name of Issuer	Name of Exchange of Market
Jeffrey A. Bailey

SEC Form DEF 14A filed by Aurinia Pharmaceuticals Inc