Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2022, the Compensation Committee of the Board of Directors of Sio Gene Therapies Inc. (the "Registrant") adopted a retention program for all of the Registrant's employees, including its executive officers (the "Retention Program").

Under the Retention Program, each employee employed on a full-time basis as of January 19, 2022 will be eligible to receive a cash retention bonus totaling 100% of such participant's current target annual bonus for the fiscal year ending March 31, 2023, in addition to such participant's regular target annual bonus for such fiscal year. The retention bonus will be paid in three equal installments on July 15, 2022, October 14, 2022 and January 13, 2023, subject to each participant's continued full-time employment through the applicable payment date. The Retention Program does not modify the existing terms of existing employment arrangements as well as the Registrant's annual cash bonus plan.

The foregoing summary of the material terms of the Retention Program does not purport to be complete and is subject to, and qualified in its entirety by reference to, a description of the terms of the Retention Program approved by the Compensation Committee of the Registrant's Board of Directors. The Registrant intends to file such a copy of the Retention Plan with its Annual Report on Form 10-K for the fiscal year ending March 31, 2022.

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