Cerenome (CNSY) Proxy filing summary

Executive summary

• Plans for 2026 include commercializing first products, advancing lead drug REYOBIQ™ into registrational trials, and relaunching with a mission to improve survival in central nervous system cancers.

• Three integrated business units—therapeutics, diagnostics, and advanced data analytics—are operational, with significant progress in each.

• CNSide® CSF diagnostic platform launched, with goals to expand manufacturing, payor coverage, and customer base in 2026.

• Advanced data analytics and AI will be implemented across operations to improve efficiency and reduce costs.

• Capitalization strengthened through leveraging diagnostics and clinical pipeline, focusing on maximizing shareholder value.

Voting matters and shareholder proposals

• Six directors to be elected for one-year terms.

• Ratification of CBIZ CPAs, P.C. as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the sixth amendment and restatement of the 2020 Stock Incentive Plan, increasing share reserve and adding an evergreen provision.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members with diverse backgrounds in pharma, law, diagnostics, and finance.

• Five of six directors are independent; CEO is not independent due to employment.

• Board leadership structure separates CEO and Chairman roles.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Corporate governance guidelines, code of conduct, anti-hedging/pledging, and clawback policies in place.