EX-10.23
Exhibit 10.23
FIRST AMENDMENT TO THE
MENTARI THERAPEUTICS, INC.
2025 EQUITY INCENTIVE PLAN
WHEREAS,Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), maintains the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan (the “Plan”); and
WHEREAS, pursuant to Section 10(d) of the Plan, the Board may amend the Plan at any time.
NOW, THEREFORE, pursuant to its authority under Section 10(d) of the Plan, the Board hereby amends the Plan as follows, effective as of September 18, 2025 (the “Amendment Effective Date”):
The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering up to 12,079,248 shares of common stock of the Company (the “Common Stock”), all of which may be granted as Incentive Stock Options (as defined below).”
This amendment shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.
All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan, effective as of the Amendment Effective Date.
MENTARI THERAPEUTICS, INC.
By:
/s/ Keri Lantz
Name: Keri Lantz
Title: Vice President of Finance and Treasurer
SIGNATURE PAGE TO FIRST AMENDMENT TO THE MENTARI THERAPEUTICS, INC.
2025 EQUITY INCENTIVE PLAN