Form 8-K

8-K — MoonLake Immunotherapeutics

Accession: 0001213900-26-066821

Filed: 2026-06-09

Period: 2026-06-04

CIK: 0001821586

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0294064-8k_moonlake.htm (Primary)

EX-10.1 — MOONLAKE IMMUNOTHERAPEUTICS AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN (ea029406401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294064-8k_moonlake.htm · Sequence: 1

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0001821586

2026-06-04

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 4, 2026

MoonLake

Immunotherapeutics

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-39630

98-1711963

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

Dorfstrasse 29

6300 Zug

Switzerland

(Address of principal executive offices, including zip code)

41 415108022

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A ordinary share, par value $0.0001 per share

MLTX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On Thursday, June 4, 2026, MoonLake Immunotherapeutics

(the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). As of the close of

business on April 9, 2026, the record date for the Annual Meeting, there were 72,852,170 Class A Ordinary Shares entitled to vote at the

meeting.

Item 5.02. Departure of Director or Certain Officers; Election of

Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting, the Company’s shareholders

approved an amendment and restatement of the Company’s 2022 Equity Incentive Plan (as so amended, the “Plan”) to increase

the number of Class A Ordinary Shares available for stock-based awards by 5,000,000 shares, remove liberal share recycling provisions,

incorporate a one-year minimum vesting requirement, revise the non-employee director compensation limits set forth therein, specify the

treatment of outstanding awards in the event of a change in control, extend the term of the Plan to June 4, 2036 and make certain other

administrative changes.

For additional information regarding the Plan, please

refer to the heading “Summary of the Incentive Plan” contained in Proposal 4 of the Company’s definitive proxy statement

on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), which description

is incorporated herein by reference.

The foregoing description of the Plan and the summary

contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the

Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Class I director nominee

was elected and the other proposals voted on were approved. The final voting results are set forth below:

Votes

For

Votes

Withheld

Broker

Non-Votes

Proposal 1. Election of the Class I Director Nominee

●

Spike Loy

47,222,233

3,889,131

10,761,142

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Proposal 2. Ratification, by ordinary resolution, of Baker Tilly US, LLP as Independent Auditor

61,831,463

17,522

23,521

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Proposal 3. Advisory Vote on Executive Compensation

50,365,168

731,158

15,038

10,761,142

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

Proposal 4. Approval of an Amendment and Restatement of the 2022 Equity Incentive Plan

50,599,032

498,186

14,146

10,761,142

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Title or Description

10.1

MoonLake Immunotherapeutics Amended and Restated 2022 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MoonLake Immunotherapeutics

Date: June 9, 2026

By:

/s/ Matthias Bodenstedt

Matthias Bodenstedt

Chief Financial Officer

EX-10.1 — MOONLAKE IMMUNOTHERAPEUTICS AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029406401ex10-1.htm · Sequence: 2

Exhibit 10.1

MOONLAKE IMMUNOTHERAPEUTICS

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

1. Purpose

The purpose of this MoonLake Immunotherapeutics

2022 Amended and Restated Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of

employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its shareholders by providing

share-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available

employees for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company

through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of

the Company’s shareholders. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock Units, Restricted

Stock and Other Share-Based Awards and for Incentive Bonuses, which may be paid in cash, Common Shares or a combination thereof, as determined

by the Committee.

2. Definitions

As used in the Plan, the following terms shall

have the meanings set forth below:

(a) “Act”

means the U.S. Securities Exchange Act of 1934, as amended.

(b) “Affiliate”

means any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time to

time.

means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Share-Based Award or Incentive Bonus granted

to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.

(d) “Award

Agreement” means a written or electronic agreement or other instrument as may be approved from time to time by the Committee

and designated as such implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both

the Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved

by the Committee and designated as such.

(e) “Beneficial

Owner” shall have the meaning set forth in Rule 13d-3 under the Act.

(f) “Board”

means the Board of Directors of the Company.

(g) “Cause”

has the meaning set forth in the written employment, offer, services or severance agreement or letter between the Participant and the

Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means a Participant’s Termination

of Employment by the Company or an Affiliate by reason of (i) the Participant’s material breach of any agreement between the Participant

and the Company or an Affiliate or any policy of the Company of an Affiliate; (ii) the willful failure or refusal by the Participant to

substantially perform his or her duties; (iii) the commission or conviction of the Participant of, or the entering of a plea of nolo contendere

by the Participant with respect to, (A) a felony or (B) a misdemeanor involving moral turpitude; or (iv) the Participant’s gross

misconduct that causes harm to the reputation of the Company. A Participant’s employment or service will be deemed to have been

terminated for Cause if it is determined subsequent to such Participant’s Termination of Employment that grounds for a Termination

of Employment for Cause existed at the time of such Termination of Employment, as determined by the Committee.

(h) “Change

in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following:

(i) any

Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially

owned by such Person or any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined

voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection

with a transaction described in Section 2(h)(iii) below;

(ii) the

following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who, on the

Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption of office

is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors

of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved

or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective Date

or whose appointment, election or nomination for election was previously so approved or recommended;

(iii) there

is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,

other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately

prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities

of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving

entity or any parent thereof outstanding immediately after such merger or consolidation; or

(iv) the

implementation of a plan of complete liquidation or dissolution of the Company; or

(v) there

is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition

by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the

voting securities of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company

immediately prior to such sale.

(i) “Class

A Shares” means the Class A ordinary shares of the Company, $0.0001 par value per share.

(j) “Code”

means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

(k) “Committee”

means the Compensation Committee of the Board (or any successor committee) or such other committee as designated by the Board to administer

the Plan under Section 6.

(l) “Common

Share” means the Class A Shares, or such other class or kind of shares or other securities as may be applicable under Section

16.

(m) “Company”

means MoonLake Immunotherapeutics, a Cayman Islands exempted company, and except as utilized in the definition of Change in Control, any

successor corporation.

(n) “Disability”

has the meaning set forth in a written employment, offer, services or severance agreement or letter between the Participant and the Company

or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means the inability of the Participant

to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. A determination of

Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances,

and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.

(o) “Dividend

Equivalent” mean an amount payable in cash or Common Shares, as determined by the Committee, equal to the dividends that

would have been paid to the Participant if the Common Share with respect to which the Dividend Equivalent relates had been owned by the

Participant.

(p) “Effective

Date” means the date on which the Plan takes effect, as defined pursuant to Section 4.

(q) “Eligible

Person” means any current or prospective employee, officer, non-employee director or other service provider of the Company

or any of its Subsidiaries; provided however that Incentive Stock Options may only be granted to employees of the Company or any of its

“subsidiary corporations” within the meaning of Section 424 of the Code.

(r) “Fair

Market Value” means as of any date, the value of a Common Share determined as follows: (i) if the Common Share is listed

on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common Share as quoted on

such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable (or, if no

sale of Common Share is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the

absence of an established market for the Common Share, the Fair Market Value thereof shall be determined in good faith by the Committee

by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B)

as the Committee deems appropriate.

(s) “Incentive

Bonus” means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to

receive an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the

Award Agreement.

(t) “Incentive

Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning

of Section 422 of the Code.

(u) “Nonqualified

Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning

of Section 422 of the Code.

(v) “Option”

means a right to purchase a number of Common Shares at such exercise price, at such times and on such other terms and conditions as are

specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified

Stock Options.

(w) “Other

Share-Based Award” means an Award granted to an Eligible Person under Section 11.

(x) “Participant”

means any Eligible Person to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.

(y) “Person”

shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except

that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under

an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an

offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the

same proportions as their ownership of shares of the Company.

(z) “Restricted

Stock” means an Award or issuance of Common Shares the grant, issuance, vesting and/or transferability of which is subject

during specified periods of time to such conditions (including continued employment or engagement or performance conditions) and terms

as the Committee deems appropriate.

(aa) “Restricted

Stock Unit” means an Award denominated in units of Common Shares under which the issuance of Common Shares (or cash payment

in lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions) and terms as the

Committee deems appropriate.

(bb) “Separation

from Service” or “Separates from Service” means a Termination of Employment that constitutes a

“separation from service” within the meaning of Section 409A of the Code.

(cc) “Stock

Appreciation Right” or “SAR” means a right granted that entitles the Participant to receive, in

cash or Common Shares or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value

of a specified number of Common Shares at the time of exercise over (ii) the exercise price of the right, as established by the Committee

on the date of grant.

(dd) “Subsidiary”

means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations

beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including

shares or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of

the other associations in such chain.

(ee) “Substitute

Awards” means Awards granted or Common Shares issued by the Company in assumption of, or in substitution or exchange for,

awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or

with which the Company or any Subsidiary combines.

(ff) “Termination

of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect to a non-employee

director or other service provider, ceasing to serve as such for the Company and its Subsidiaries, except that with respect to all or

any Awards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basis

is considered a “Termination of Employment,” (ii) the Committee may determine that a transition from employment to service

with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is

a party is not considered a “Termination of Employment,” (iii) service as a member of the Board (or another capacity as a

service provider) shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee,

(iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant

while he or she served as a member of the Board or other service provider, and (v) the Committee may determine that a transition from

employment with the Company or a Subsidiary to service to the Company or a Subsidiary other than as an employee shall constitute a “Termination

of Employment”. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Subsidiary

that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Subsidiaries

for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding.

3. Eligibility

Any Eligible Person is eligible for selection

by the Committee to receive an Award.

4. Effective Date and Termination of Plan

This Plan, as most recently amended and restated,

was approved by the Board on April 17, 2026 and will become effective on the date it is approved by the shareholders of the Company (the

“Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the

Effective Date; provided, however, that Incentive Stock Options may not be granted under the Plan after the 10th anniversary of the date

of the Board’s approval of the Plan. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board

may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards

theretofore granted.

5. Shares Subject to the Plan and to Awards

(a) Aggregate

Limits. The aggregate number of Common Shares issuable under the Plan shall be equal to 9,353,948. The aggregate number of Common

Shares available for grant under this Plan and the number of Common Shares subject to Awards outstanding at the time of any event described

in Section 16 shall be subject to adjustment as provided in Section 16. The Common Shares issued pursuant to Awards granted

under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased

in the open market.

(b) Issuance

of Shares. For purposes of Section 5(a), the aggregate number of Common Shares issued under this Plan at any time shall equal

only the number of Common Shares actually issued upon exercise or settlement of an Award. Common Shares subject to Awards that have been

canceled, expired, forfeited or otherwise not issued under an Award and Common Shares subject to Awards settled in cash shall not count

as Common Shares issued under this Plan. The aggregate number of shares available for issuance under this Plan at any time shall not be

reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash or (ii) shares subject

to Awards that otherwise do not result in the issuance of shares in connection with payment or settlement thereof. Notwithstanding the

foregoing, shares subject to an Award granted under this Plan may not again be made available for issuance under this Plan if such shares

are: (x) shares that were subject to a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise

of such Stock Appreciation Right, (y) shares that have been delivered (either actually or by attestation) to, or retained or withheld

by, the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award, or (z) shares

that have been repurchased on the open market with the proceeds of an Option exercise.

Awards. Substitute Awards shall not reduce the Common Shares authorized for issuance under the Plan or authorized for grant to a Participant

in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or

any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such

acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent

appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine

the consideration payable to the holders of Common Share of the entities party to such acquisition or combination) may be used for Awards

under the Plan and shall not reduce the Common Shares authorized for issuance under the Plan; provided that, Awards using such available

shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the

acquisition or combination, (ii) shall only be made to individuals who were employees of such acquired or combined company before such

acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation system on which

the Common Share is traded, listed or quoted.

(d) Tax

Code Limits. The aggregate number of Common Shares that may be issued pursuant to the exercise of Incentive Stock Options granted

under this Plan shall be equal to 9,353,948, which number shall be calculated and adjusted pursuant to Section 16 only to the extent

that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section

422 of the Code.

(e) Limits

on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date Fair Market Value of equity-based

Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any non-employee director shall not exceed

$750,000; provided, however, that in the calendar year in which a non-employee director first joins the Board or during any calendar year

in which a non-employee director is designated as Chairperson of the Board or Lead Director, the maximum aggregate dollar value of equity-based

and cash compensation granted to the non-employee director may be up to $1,000,000.

(f) Award

Vesting Limitations. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan may not become

exercisable, vest or be settled, in whole or in part, prior to the one (1) year anniversary of the date of grant except (i) with respect

to an Award that is granted in connection with a merger or other acquisition as a substitute or replacement award for awards held by grantees

of the acquired business and (ii) with respect to an Award granted to a non-employee director that vests on the earlier of the one-year

anniversary of the date of grant and the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding

year’s annual meeting; provided, that up to 5% of the aggregate number of Shares authorized for issuance under this Plan (as described

in Section 5(a)) may be issued pursuant to Awards subject to any, or no, vesting conditions, as the Committee determines appropriate;

and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability

or vesting of any Award, including in cases of retirement, death, Disability, or a Change in Control, in the terms of the Award or otherwise.

6. Administration of the Plan

(a) Administrator

of the Plan. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board, except

to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption

under) the short-swing profit recovery provisions of Section 16 of the Act. To the extent that any permitted action taken by the Board

conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable law,

the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or

more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under this

Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised of one or

more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee

shall specify the total number of Common Shares such subcommittee may award pursuant to such delegated authority, and no such subcommittee

shall designate any officer serving thereon or any officer (within the meaning of Section 16 of the Act) or non-employee director of the

Company as a recipient of any Awards granted under such delegated authority. The Committee may further designate and delegate to one or

more additional officers or employees of the Company or any Subsidiary, and/or one or more agents, authority to assist the Committee in

any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.

(b) Powers

of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that

it determines to be necessary or appropriate in connection with the administration of this Plan, including:

(i) to

prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(ii) to

determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing

of any such Awards;

(iii) to

prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;

(iv) to

establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention,

vesting, exercisability or settlement of any Award;

(v) to

prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this

Plan;

(vi) to

determine the extent to which adjustments are required pursuant to Section 16;

(vii) to

interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder,

and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

(viii) to

approve corrections in the documentation or administration of any Award;

(ix) to

make all other determinations deemed necessary or advisable for the administration of this Plan; and

(x) to

adopt such procedures and sub-plans as are necessary or appropriate (A) to permit or facilitate participation in this Plan by persons

eligible to receive Awards under this Plan who are not citizens of or subject to taxation by, or who are employed outside, the United

States or (B) to allow Awards to qualify for special tax treatment in a jurisdiction other than the United States. Committee approval

will not be necessary for immaterial modifications to this Plan or any Award Agreement that are required for compliance with the laws

of the relevant jurisdiction.

Notwithstanding anything in this Plan to the contrary,

the Committee shall exercise its discretion in a manner that causes Awards to be compliant with or exempt from the requirements of Section

409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding an Award that is “deferred

compensation” under Section 409A of the Code, the Committee shall not take any action with respect to any Award which constitutes

(x) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new

stock right, (y) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning

of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration of a payment date or a subsequent deferral of a stock

right subject to Section 409A of the Code within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E).

The Committee may, in its sole and absolute discretion,

without amendment to the Plan but subject to the limitations otherwise set forth in Section 20, waive or amend the operation of

Plan provisions respecting exercise after Termination of Employment. The Committee or any member thereof may, in its sole and absolute

discretion, except as otherwise provided in Section 20, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated

consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications

or natural catastrophe).

by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations

under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall be final and binding on all Participants,

beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such

factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including

the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may

select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon

the advice of counsel and shall incur no liability except for as a result of gross negligence or willful misconduct in the performance

of their duties.

(d) Subsidiary

Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs,

be implemented by the Company issuing any subject Common Shares to the Subsidiary, for such lawful consideration as the Committee may

determine, upon the condition or understanding that the Subsidiary will transfer the Common Shares to the Participant in accordance with

the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof,

such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

7. Plan Awards

(a) Terms

Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from time to

time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved

by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to time by the Committee,

provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than Restricted Stock Awards)

shall include the time or times at or within which and the consideration, if any, for which any Common Shares or cash, as applicable,

may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any

requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

(b) Termination

of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of

an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.

of a Shareholder. A Participant shall have no rights as a shareholder with respect to Common Shares covered by an Award (including

voting rights) until the date the Participant becomes the holder of record of such Common Shares. No adjustment shall be made for dividends

or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b) or 16

of this Plan or as otherwise provided by the Committee.

8. Options

(a) Grant,

Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to

such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions

based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance

conditions. The term of an Option shall in no event be greater than 10 years; provided, however, the term of an Option (other than an

Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option

is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on the 30th

day following the date such prohibition no longer applies. The Committee will establish the price at which Common Shares may be purchased

upon exercise of an Option, which in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however,

that the exercise price per Common Share with respect to an Option that is granted as a Substitute Award may be less than the Fair Market

Value of the Common Shares on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the

options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements

of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock options”

within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended

to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may

be paid in cash or such other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such

amount from a sale of the Common Shares issuable under an Option, the delivery of previously owned Common Shares or withholding of Common

Shares deliverable upon exercise.

(b) No

Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described

in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Option,

and at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a Common Share, the Committee

shall not, without shareholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise

price.

Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of,

Common Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(d) Incentive

Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Incentive Stock Option,

if the Participant owns shares possessing more than 10% of the combined voting power of all classes of shares of the Company, the exercise

price of such Option must be at least 110% of the Fair Market Value of the Common Shares on the date of grant and the Option must expire

within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to the contrary,

Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will

be deemed to be Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of the Common Shares (determined

as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar

year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were

granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided

in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and the regulations

promulgated thereunder).

(e) No

Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents

in respect of an Option or any Common Shares subject to an Option until the Participant has become the holder of record of such shares.

9. Stock Appreciation Rights

(a) General

Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be subject

to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions

based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance

conditions. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options

granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”).

Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically

to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the

shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered

by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted

or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Share on the date

of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject

to the same terms and conditions applicable to Options as set forth in Section 8 and all tandem SARs shall have the same exercise

price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding sentence, the Committee

may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights

may be settled in Common Share, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable

Award Agreement.

(b) No

Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described

in Section 16), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock

Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market

Value of a Common Share, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation

Right for cash or a new Award with a lower (or no) exercise price.

Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents

in respect of an Award of Stock Appreciation Rights or any Common Shares subject to an Award of Stock Appreciation Rights until the Participant

has become the holder of record of such shares.

10. Restricted Stock and Restricted Stock Units

(a) Vesting

and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units

shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the

Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service

requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock

or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other shareholder-approved compensation

plans or arrangements of the Company.

(b) Dividends

and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions

paid with respect to those Common Shares, unless determined otherwise by the Committee. The Committee will determine whether any such

dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions

on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will

be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided

by the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during the

performance period with respect to unearned Awards of Restricted Stock or Restricted Stock Units that are subject to performance-based

vesting criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based

vesting criteria have been achieved and the underlying shares of Restricted Stock or Restricted Stock Units have been earned.

11. Other Share-Based Awards

(a) General

Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that

may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares, as

deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such

Other Share-Based Awards. Common Shares delivered pursuant to an Other Share-Based Award in the nature of a purchase right granted under

this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including

cash, Common Shares, other Awards, or other property, as the Committee shall determine.

(b) Dividends

and Distributions. Shares underlying Other Share-Based Awards shall be entitled to dividends or distributions only to the extent provided

by the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during the

performance period with respect to unearned Other Share-Based Awards that are subject to performance-based vesting criteria. Dividends

or Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based vesting criteria have

been achieved and the shares underlying the Other Share-Based Award have been earned.

12. Incentive Bonuses

(a) Performance

Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that shall determine

the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for determining

such achievement, and which criteria may be based on performance conditions.

(b) Timing

and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an

Incentive Bonus may be made in cash or in Common Share, as determined by the Committee.

Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on account of either

financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations

as the Committee shall determine.

13. Performance Awards

The Committee may establish performance criteria

and level of achievement versus such criteria that shall determine the number of Common Shares, Restricted Stock Units, or cash to be

granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award (any such Award, a

“Performance Award”). A Performance Award may be identified as “Performance Share,” “Performance

Equity,” “Performance Unit” or other such term as chosen by the Committee.

14. Deferral of Payment

The Committee may, in an Award Agreement or otherwise,

provide for the deferred delivery of Common Shares or cash upon settlement, vesting or other events with respect to Restricted Stock Units,

Other Share-Based Awards or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary, in no event

will any election to defer the delivery of Common Shares or any other payment with respect to any Award be allowed if the Committee determines,

in its sole discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code.

No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code. The Company, any Subsidiary or

Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall have no liability to a Participant,

or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant

or for any action taken by the Board or the Committee.

15. Conditions and Restrictions Upon Securities Subject to Awards

The Committee may provide that the Common Shares

issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such

further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such

Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including conditions on vesting or transferability,

forfeiture or repurchase provisions and method of payment for the Common Shares issued upon exercise, vesting or settlement of such Award

(including the actual or constructive surrender of Common Shares already owned by the Participant) or payment of taxes arising in connection

with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or

other subsequent transfers by the Participant of any Common Shares issued under an Award, including (a) restrictions under an insider

trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the

Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified brokerage firm

for such resales or other transfers and (d) provisions requiring Common Shares be sold on the open market or to the Company in order to

satisfy tax withholding or other obligations.

16. Adjustment of and Changes in the Shares

(a) The

number and kind of Common Shares available for issuance under this Plan (including under any Awards then outstanding), and the number

and kind of Common Shares subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee to reflect

any reorganization, reclassification, combination of shares, share split, reverse share split, spin-off, dividend or distribution of securities,

property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of

Common Shares outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the Common

Shares available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction

or to increase the number of such Common Shares to reflect a deemed reinvestment in Common Shares of the amount distributed to the Company’s

securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of Common

Shares subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments need not be uniform as between

different Awards or different types of Awards. No fractional Common Shares shall be issued or issuable pursuant to such an adjustment.

(b) Subject

to Section 16(c), in the event there shall be any other change in the number or kind of outstanding Common Shares, or any shares

or other securities into which such Common Shares shall have been changed, or for which it shall have been exchanged, by reason of a Change

in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be

effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such

change described in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with

and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised

within a time prescribed by the Committee in its sole discretion.

the event of a Change in Control, immediately prior to the Change in Control, all Awards shall be treated as follows effective immediately

prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise

such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B)

in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions

to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately

lapse and the Participant shall have the right to receive a payment based on the greater of target level achievement or actual performance

through the date of the Change in Control, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Share-Based

Awards (other than those referenced in subsection (B)), all conditions to the grant, issuance, retention, vesting or transferability of,

or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section

16(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional

taxes or penalties pursuant to Section 409A of the Code.

(d) Notwithstanding

anything in this Section 16 to the contrary, in the event of a Change in Control, the Committee may provide for, following the

application of the treatment set forth in Section 16(c), the cancellation and cash settlement of all outstanding Awards upon such

Change in Control.

(e) Notwithstanding

anything in this Section 16 to the contrary, an adjustment to an Option or Stock Appreciation Right under this Section 16

shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code.

17. Transferability

Each Award may not be sold, transferred for value,

pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution,

and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the

foregoing, (a) outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries or

as permitted by the Committee and (b) a Participant may transfer or assign an Award as a gift to an entity wholly owned by such Participant

(an “Assignee Entity”), provided that such Assignee Entity shall be entitled to exercise assigned Options and

Stock Appreciation Rights only during the lifetime of the assigning Participant (or following the assigning Participant’s death,

by the Participant’s beneficiaries or as otherwise permitted by the Committee) and provided further that such Assignee Entity shall

not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award.

18. Compliance with Laws and Regulations

(a) This

Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver

Common Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock

exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not

be required to register in a Participant’s name or deliver Common Shares prior to the completion of any registration or qualification

of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Committee shall

determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority

from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance

and sale of any Common Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure

to issue or sell such Common Shares as to which such requisite authority shall not have been obtained. No Option shall be exercisable

and no Common Share shall be issued and/or transferable under any other Award unless a registration statement with respect to the Common

Share underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion, that such registration

is unnecessary.

(b) In

the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee

may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable

foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance,

exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations

with respect to tax equalization for Participants employed outside their home country.

19. Withholding

To the extent required by applicable federal,

state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements satisfactory to the Company for the satisfaction

of any withholding tax obligations that arise with respect to any Award or the issuance or sale of any Common Shares. The Company shall

not be required to recognize any Participant rights under an Award, to issue Common Shares or to recognize the disposition of such Common

Shares until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied

by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding

a portion of the Common Shares that otherwise would be issued to a Participant under such Award or any other Award held by the Participant,

or by the Participant tendering to the Company cash or, if allowed by the Committee, Common Shares.

20. Amendment of the Plan or Awards

The Board may amend, alter or discontinue this

Plan, and the Committee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan; however, except

as provided pursuant to the provisions of Section 16, no such amendment shall, without the approval of the shareholders of the

Company:

(a) increase

the maximum number of Common Shares for which Awards may be granted under this Plan;

(b) reduce

the price at which Options may be granted below the price provided for in Section 8(a);

outstanding Options or SARs as described in Sections 8(b) and 9(b);

(d) extend

the term of this Plan;

(e) change

the class of Persons eligible to be Participants;

(f) increase

the individual maximum limits in Section 5(e); or

(g) otherwise

amend the Plan in any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation system on

which the Common Share is traded, listed or quoted.

No amendment or alteration to the Plan or an Award

or Award Agreement shall be made which would materially impair the rights of the holder of an Award without such holder’s consent;

provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change

in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy

any law or regulation or to meet the requirements of, or avoid adverse financial accounting consequences under, any accounting standard,

or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been

adequately compensated.

21. No Liability of Company

The Company, any Subsidiary or Affiliate which

is in existence or hereafter comes into existence, the Board and the Committee shall not be liable to a Participant or any other person

as to: (a) the non-issuance or sale of Common Shares as to which the Company has been unable to obtain from any regulatory body having

jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares

hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, vesting, exercise

or settlement of any Award granted hereunder.

22. Non-Exclusivity of Plan

Neither the adoption of this Plan by the Board

nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the

power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of

Restricted Stock or Options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only

in specific cases.

23. Governing Law

This Plan and any agreements or other documents

hereunder shall be interpreted and construed in accordance with the laws of the Cayman Islands (without regard to its choice of law provisions).

Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation

shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

24. No Right to Employment, Reelection or Continued Service

Nothing in this Plan or an Award Agreement shall

interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s

employment, service on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself

confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award

nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates.

Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive

discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.

25. Specified Employee Delay

To the extent any payment under this Plan is considered

deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee

(as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of

the Code) upon Separation from Service before the date that is six months after the specified employee’s Separation form Service

(or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be

accumulated and paid on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier,

as soon as administratively practicable after the specified employee’s death).

26. No Liability of Committee Members

No member of the Committee shall be personally

liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member

of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of

the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or

interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including

any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such

Person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any

amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights

of indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may

be amended from time to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them

harmless.

27. Severability

If any provision of the Plan or any Award is or

becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the

Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to

the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering

the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the

Plan and any such Award shall remain in full force and effect.

28. Unfunded Plan

The Plan is intended to be an unfunded plan. Participants

are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to

set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims

of the creditors of the Company in the event of its bankruptcy or insolvency.

29. Clawback/Recoupment

Awards granted under this Plan will be subject

to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards

of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the

Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback,

recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition

right in respect of previously acquired Common Shares or other cash or property upon the occurrence of misconduct. No recovery of compensation

under such a clawback policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive

termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company.

30. Interpretation

Headings are given to the Sections and subsections

of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction

or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate,

the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following

any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters

set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without

limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed

to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or

matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended,

supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

XML — IDEA: XBRL DOCUMENT

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Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 04, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 04, 2026

Entity File Number

001-39630

Entity Registrant Name

MoonLake

Immunotherapeutics

Entity Central Index Key

0001821586

Entity Tax Identification Number

98-1711963

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Dorfstrasse 29

Entity Address, City or Town

Zug

Entity Address, Country

Entity Address, Postal Zip Code

6300

City Area Code

Local Phone Number

415108022

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A ordinary share, par value $0.0001 per share

Trading Symbol

MLTX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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Area code of city

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No definition available.

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- Definition

Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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No definition available.

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- Definition

ISO 3166-1 alpha-2 country code.

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No definition available.

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Code for the postal or zip code

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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