Aardvark Therapeutics, Inc.
For the period ended Aug 14, 2026. Filed Jul 10, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 14, 2026 · Filed Jul 10, 2026
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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 ☐
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 |
(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. |
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 14, 2026 (AT 9:00 A.M. PACIFIC TIME)
To the Stockholders of Aardvark Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Aardvark Therapeutics, Inc., a Delaware corporation (the “Company”), will be held on Friday, August 14, 2026, at 9:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/AARD2026. The Annual Meeting will be held for the following purposes:
(1)
To elect two Class I directors to hold office until the 2029 annual meeting of stockholders or until their successors are elected and qualified;
(2)
To ratify the appointment by the Audit Committee of the Company’s Board of Directors of BDO USA, P.C., as the independent registered public accounting firm and independent auditor of the Company for its year ending December 31, 2026;
(3)
To approve the repricing of certain outstanding stock options issued under the Aardvark Therapeutics, Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”), the Aardvark Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) and the Aardvark Therapeutics, Inc. 2025 Inducement Equity Incentive Plan (the “2025 Inducement Plan”) that are held by Eligible Participants (as defined in the Proxy Statement accompanying this notice) of the Company; and
(4)
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this notice and that is also available to you online at www.proxyvote.com. The proxy materials are first being mailed to Company stockholders on or about July 13, 2026. To participate in the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.
Only stockholders who owned common stock of the Company at the close of business on June 18, 2026 can vote at this meeting or any adjournments or postponements that take place.
The Company’s Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; FOR the ratification of the appointment of BDO USA, P.C. as the independent registered public accounting firm and independent auditor, as described in Proposal No. 2 of the Proxy Statement and FOR the repricing of certain outstanding stock options issued under the 2017 Plan, the 2025 Plan and the 2025 Inducement Plan, as described in Proposal No. 3 of the Proxy Statement.
This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you online at www.proxyvote.com or by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on Friday, August 14, 2026, at 9:00 a.m. Pacific Time. The Company’s Proxy Statement, 2025 Annual Report and this Notice of 2026 Annual Meeting of Stockholders are available online at www.proxyvote.com.
If you want to receive a copy of these documents, please (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com prior to July 31, 2026. If sending an email, please include your control number in the subject line. Unless requested, you will not otherwise receive a paper or email copy. There is no charge to you for requesting a copy.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED December 31, 2025, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ANY ONE OF THE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
Tien-Li Lee, M.D.
Chairperson of the Board of Directors
July 10, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| INFORMATION ABOUT THE PROXY PROCESS AND VOTING | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 11 |
| PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND INDEPENDENT AUDITOR | 16 |
| PROPOSAL NO. 3 APPROVAL OF THE REPRICING OF CERTAIN STOCK OPTIONS GRANTED UNDER THE 2017 PLAN, THE 2025 PLAN AND THE 2025 INDUCEMENT PLAN | 18 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 24 |
| CORPORATE GOVERNANCE | 25 |
| TRANSACTIONS WITH RELATED PERSONS | 37 |
| DIRECTOR COMPENSATION | 42 |
| EXECUTIVE OFFICERS | 45 |
| EXECUTIVE COMPENSATION | 46 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 55 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 59 |
| ADDITIONAL INFORMATION | 60 |
i
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.