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FILANA THERAPEUTICS, INC.

For the period ended Jun 11, 2026. Filed Apr 28, 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.

Jun 11, 2026 · Filed Apr 28, 2026

FLNA$0.45+0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14a 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 Pursuant to §240.14a‑12

Filana Therapeutics, Inc. (Name of Registrant as Specified in its Charter)

Not Applicable (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

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders which will be held virtually on June 11, 2026.

Our company continues to change. Earlier this year, we began operating under a new name - Filana Therapeutics - and trading with a new stock symbol - FLNA. We believe that our new brand connotes a strong connection to our underlying science. Our primary drug candidate, simufilam, interacts with, and is intended to normalize, a large structural protein known as Filamin A. Simufilam could be a very valuable asset because of its unique method of action. In order to be successful in realizing our potential, we had to embrace change.

Our re-branding is just one of a number of important changes we have made over the past 2 years - most of which should be visible to all who are following us, and some may only be apparent to our team inside the company. In the last year, we have added people with incredible subject matter experience in TSC-related epilepsy like Dr. Angelique Bordey (SVP, Neuroscience) and Dr. Joseph Hullihan (Chief Medical Officer). Dr. Jack Moore, an industry veteran with great experience, now runs our clinical operations group. Very recently, results of our successful TSC mouse model study were published in Epilepsia, a high impact scientific journal. We’ve brought greater expertise to our Board of Directors by adding Dawn Bir last October. Dawn is a highly accomplished biotech executive whose experience ranges from clinical development to successful commercialization. She has held key leadership positions at a number of successful companies including Reata Pharmaceuticals and Pharmacyclics. She also has broad experience as a director of public life sciences companies. Dawn has already been a great asset for Filana. We are not finished. We are actively recruiting potential new Directors with other expertise who we think can help to unlock the significant potential we believe exists.

You should be aware that our shareholders played an important role in our ability to recruit someone as valuable as Dawn to our Board. When I wrote to you in last year's proxy, we asked you to approve a new Non-Employee Director Compensation Program "to give us the tools that we need to recruit top talent." We knew it would not be an easy proposal for many shareholders to approve given some of the difficulties that the company has faced in the past few years, but your support has enabled and will allow us to recruit remarkable people who can help us realize our goals. Thank you. Your votes really do make a difference!

I want to thank 2 of our long-serving Directors who will be leaving our board at this year’s annual meeting. Dr. Bob Gussin, former Chief Scientist at Johnson and Johnson, has decided not to seek another term and Mike O’Donnell, partner at Orrick, Herrington and Sutcliffe, has elected to resign from the board. Both have made significant contributions to Filana and, on a personal note, both have been helpful to me in navigating our challenges over the past two years.

This year, we are asking you to approve another crucial proposal in our proxy: we believe that it is necessary to increase the shares available in our 2018 option plan so we can adequately provide equity incentive options to our employees. Our Compensation Committee has aimed for our employee compensation to be at the 50 th percentile of our peers. As you are probably aware, the granting of equity options and other long-term equity incentives is a very common practice in the life sciences industry. There are three components to compensation: salaries, bonuses and long-term equity incentives which are intended to align the interests of employees with that of shareholders. Our cash compensation is in line with the 50th percentile goal, but our inability to grant equity to key talent leaves us at a great competitive disadvantage. We are fortunate to have very smart and motivated people here at Filana. Now we need to retain them.

Our Company is changing, however, there are things that are staying true: our unwavering dedication to patients as well as our culture. We are all dedicated to the same goal: to develop innovative medicines that could potentially change the lives of patients and their loved ones. We believe that companies who keep their focus on patients are often those that reward investors with strong returns. This is a very important proposal. We are asking for your favorable vote.

You may recall that last year we asked for your support to shrink the current class structure of our Directors from 3 to 2. We told you it would be a steep climb since our corporate charter requires a two-thirds majority of all shares outstanding to vote in favor of such a change. While the votes we did receive were overwhelmingly in favor of the proposal, our total votes fell short of the high threshold required. We continue to believe that it is in the best interest of shareholders to make this change, but given the challenge of our fragmented shareholder base, we are going to defer proposing it again this year. However, we do intend to propose it again when we see a change in our shareholder base that would give us the confidence that getting enough votes to satisfy our corporate charter would be a practical possibility. Please stay tuned.

We continue our careful work to provide satisfactory answers to the questions raised by the FDA when the agency placed our TSC-related epilepsy program on full clinical hold. We look forward to clearing this gating item, entering the clinic and discovering if simufilam can demonstrate the kind of benefits to humans that we would like to see, based on our 2 pre-clinical mouse models. Meanwhile, we will continue our work investigating other potential disease targets for the drug.

Sincerely,

/s/Richard J. Barry

Richard J. Barry

President, Chief Executive Officer

and Board member

Filana Therapeutics, Inc.

6801 North Capital of Texas Highway

Building 1, Suite 300

Austin, TX 78731

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Filana Therapeutics, Inc. (formerly Cassava Sciences, Inc.) (“we” or the “Company”), a Delaware corporation, which will be held virtually on Thursday, June 11, 2026 at 8:30 a.m. , Central Time (the “Annual Meeting”). The webcast for the Annual Meeting is: meetnow.global/MNJ5NPP .

The Annual Meeting will be held for the following purposes, as more fully described in the proxy statement accompanying this notice:

●Proposal One: To elect or re-elect, as applicable, Richard J. Barry, Pierre Gravier and Claude Nicaise, M.D., as Class II Directors to serve for three-year terms and until their successors are duly elected and qualified;
●Proposal Two: To approve Amendment No. 2 to the Company’s 2018 Omnibus Incentive Plan, which, among other things, increases the authorized number of shares issuable thereunder by 4,000,000 shares (from 5,000,000 to 9,000,000 authorized shares);
●Proposal Three: To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026;
●Proposal Four: To approve, by a non-binding advisory vote, 2025 executive compensation for the Company’s named executive officers; and
●To transact such other business as may properly be brought before the Annual Meeting and any adjournment(s) or postponement(s) thereof.

Our Board has fixed the close of business on April 21, 2026 as the record date (“Record Date”) for the Annual Meeting. Only stockholders of record and beneficial owners of shares of our Common Stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. Filana Therapeutics’ list of stockholders as of April 21, 2026, will be available for inspection 10 days prior to the Annual Meeting during ordinary business hours at our corporate headquarters. In addition, the list of stockholders will also be available during the Annual Meeting through the meeting website for those stockholders who choose to attend.

To attend the Annual Meeting, vote your shares electronically and submit questions for the Annual Meeting, please register at meetnow.global/MNJ5NPP. After registering, you will receive further instructions by email, including a unique link to access the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote as soon as possible.

THE ACCOMPANYING PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE ANNUAL MEETING. THE PROXY MATERIALS OR A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS (THE“NOTICE”) WERE FIRST MADE AVAILABLE, RELEASED OR MAILED TO STOCKHOLDERS ON OR ABOUT APRIL 29, 2026. WE WILL MAIL PRINTED COPIES OF THE PROXY MATERIALS TO ANY STOCKHOLDER WHO REQUESTS THEM BY FOLLOWING THE INSTRUCTIONS CONTAINED IN THE NOTICE. ** **

YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:

REQUEST, COMPLETE AND RETURN A WRITTEN PROXY CARD

VOTE BY INTERNET OR TELEPHONE

VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING YOU ARE URGED TO (1) REQUEST A PROXY CARD FROM US AND MARK, SIGN, DATE AND RETURN THAT PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE THAT WE WILL PROVIDE OR (2) VOTE YOUR SHARES BY INTERNET OR TELEPHONE AS PROMPTLY AS POSSIBLE. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY VOTE VIRTUALLY EVEN IF HE OR SHE HAS RETURNED A PROXY CARD OR HAS VOTED BY INTERNET OR TELEPHONE USING THE INFORMATION ON YOUR NOTICE OR ** PROXY CARD.**

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 11, 2026: The Company’s Proxy Statement, form of proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at: https://www.FilanaTx.com/financial-information/annual-reports and meetnow.global/MNJ5NPP. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “ SEC”), the Company may furnish proxy materials by providing internet access to those documents, instead of mailing a printed copy of the Company’s set of proxy materials to each stockholder. The Notice contains instructions on how to access our proxy materials and vote online, or alternatively, to request a paper copy set of the proxy materials and a proxy card.

By Order of the Board of Directors,

/s/ Richard J. Barry

Richard J. Barry

President, Chief Executive Officer

and Board member

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements”. All statements other than statements of present or historical facts contained in this Proxy Statement, including statements anticipating or otherwise relating to our future results of operations and financial position, future results of preclinical studies and clinical trials, business strategy, plans and objectives for future operations, and anticipated events or trends, are forward-looking statements. In some cases, forward-looking statements are identified by terms such as “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negatives of these terms or other comparable terminology.

The forward-looking statements in this Proxy Statement are based on our beliefs, assumptions and expectations of our future performance, events and developments, taking into account all information currently available to us. Forward-looking statements involve risks and uncertainties, and our actual results and the timing of events may differ materially from those discussed in the forward-looking statements. Such risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” section of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Investors should consider such risks before investing in our Company. Accordingly, you should not place undue reliance upon any forward-looking statements. We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will affect us or our operations in the way we expect.

The forward-looking statements included in this Proxy Statement are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” or similar statements reflecting our beliefs, views, and opinions on the relevant subject are based upon information available to us as of the date of this Proxy Statement. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and involve a number of assumptions and limitations, and you are cautioned not to unduly rely upon these statements.

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