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KIORA PHARMACEUTICALS INC

For the period ended Apr 16, 2026. Filed Apr 30, 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.

Apr 16, 2026 · Filed Apr 30, 2026

KPRX$1.44-4.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

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 Pursuant to §240.14a-12

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

April 30, 2026

Dear Stockholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Kiora Pharmaceuticals, Inc. (“Kiora”) to be held on Wednesday, June 10, 2026 at 1:00 p.m. Pacific Time, at the offices of Kiora at 169 Saxony Road, Suite 212, Encinitas, California 92024.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet, by mailing a proxy card, by telephone, or in person at the Annual Meeting. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Thank you for your ongoing support of Kiora. We look forward to your participation our Annual Meeting.

Sincerely,

/s/ Brian M. Strem, Ph.D.

President and Chief Executive Officer

(858) 224-9600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 10, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kiora Pharmaceuticals, Inc. (the “Company”) will be held on Wednesday, June 10, 2026, at 1:00 p.m. Pacific Time at the offices of the Company located at 169 Saxony Rd., Suite 212, Encinitas, California 92024, for the following purposes:

  1. To elect three director nominees as Class II Directors, nominated by the board of directors, for a three-year term, such term to continue until the annual meeting of stockholders in 2029 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;

  2. To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement;

  3. To ratify of the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

  4. To approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares; and

  5. Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The board of directors has fixed the close of business on April 16, 2026 as the record date for determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Only holders of record of our common stock at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Each of the items of business listed above is more fully described in the proxy statement that accompanies this notice.

In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies.

The board of directors of Kiora Pharmaceuticals, Inc. recommends that you vote your shares as follows:

“FOR” the election of the nominees of the board of directors as directors of Kiora Pharmaceuticals, Inc.;

“FOR” the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this proxy statement;

“FOR” the proposal to ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

“FOR” the proposal to approve an amendment to the Company’s 2024 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 1,500,000 shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Wednesday, June 10, 2026: The Proxy Statement and 2025 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2025, are available at www.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material.

By order of the board of directors,

/s/ Brian M. Strem,Ph.D.

President and Chief Executive Officer

Encinitas, California

April 30, 2026

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING.

Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

Table of Contents

Page
Proxy Statement1
Proposal 1: Election of Directors3
Information Regarding Directors4
Information Regarding the Board of Directors and its Committees7
Report of the Audit Committee13
Executive Officers14
Executive Compensation15
Pay Versus Performance23
Director Compensation26
Security Ownership of Certain Beneficial Owners and Management29
Equity Compensation Plan Information32
Transactions With Related Persons33
Expenses of Solicitation34
Submission of Stockholder Proposals for the 2027 Annual Meeting35
Submission of Securityholder Recommendations for Director Candidates36
Stockholder Communications with the Board of Directors38
Proposal 2: Non-Binding Advisory Vote on the Compensation of Named Executive Officers39
Proposal 3: To Ratify of the Appointment of Haskell & White LLP as the Company’s Independent Registered Public Accounting Firm40
Independent Registered Public Accounting Firm Fees41
Proposal 4: Approval of an Amendment to the 2024 Equity Incentive Plan to Increase the Maximum Number of Shares Authorized for Issuance by 1,500,000 Shares42
Multiple Stockholders Sharing the Same Address50
Other Matters50
Proxy Card51

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