Acumen Pharmaceuticals, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. ACUMEN PHARMACEUTICALS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 92 Balance Sheets as of December 31, 2025 and 2024 93 Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 94 Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 95 Statements of Cash Flows for the years ended December 31, 2025 and 2024 96 Notes to Financial Statements 98 91 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Acumen Pharmaceuticals, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Acumen Pharmaceuticals, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. The Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2021. Philadelphia, Pennsylvania March 26, 2026 92 Table of Contents ACUMEN PHARMACEUTICALS, INC. BALANCE SHEETS (in thousands, except share and per share data) December 31, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 53,989 $ 35,627 Marketable securities, short-term 62,876 135,930 Prepaid expenses and other current assets 5,387 6,749 Total current assets 122,252 178,306 Marketable securities, long-term — 59,968 Restricted cash 231 232 Other assets, long-term 350 486 Total assets $ 122,833 $ 238,992 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 554 $ 5,648 Accrued clinical trial expenses 10,616 15,344 Accrued expenses and other current liabilities 10,072 6,615 Debt, short-term 8,765 — Total current liabilities 30,007 27,607 Debt, long-term 22,396 29,419 Other liabilities, long-term — 150 Total liabilities 52,403 57,176 Commitments and contingencies (Note 11) Stockholders’ equity Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.0001 par value; 300,000,000 shares authorized as of December 31, 2025 and 2024; 60,575,369 and 60,094,083 shares issued and outstanding as of December 31, 2025 and 2024, respectively 6 6 Additional paid-in capital 516,803 506,985 Accumulated deficit ( 446,462 ) ( 325,127 ) Accumulated other comprehensive income (loss) 83 ( 48 ) Total stockholders’ equity 70,430 181,816 Total liabilities and stockholders’ equity $ 122,833 $ 238,992 The accompanying notes are an integral part of these financial statements. 93 Table of Contents ACUMEN PHARMACEUTICALS, INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) Year Ended December 31, 2025 2024 Operating expenses Research and development $ 104,885 $ 93,798 General and administrative 18,947 20,219 Total operating expenses 123,832 114,017 Loss from operations ( 123,832 ) ( 114,017 ) Other income (expense) Interest income 7,447 14,317 Interest expense ( 4,224 ) ( 4,068 ) Change in fair value of embedded derivatives ( 460 ) 1,590 Other expense, net ( 266 ) ( 151 ) Total other income 2,497 11,688 Net loss ( 121,335 ) ( 102,329 ) Other comprehensive gain (loss) Unrealized gain (loss) on marketable securities 131 ( 360 ) Comprehensive loss $ ( 121,204 ) $ ( 102,689 ) Net loss per common share, basic and diluted $ ( 2.00 ) $ ( 1.71 ) Weighted-average shares outstanding, basic and diluted 60,561,836 60,013,277 The accompanying notes are an integral part of these financial statements. 94 Table of Contents ACUMEN PHARMACEUTICALS, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Shares Amount Balance as of January 1, 2024 57,910,461 $ 6 $ 489,453 $ ( 222,798 ) $ 312 $ 266,973 Issuance of common stock for cash, net of issuance costs of $ 87 2,068,246 — 7,938 — — 7,938 Issuance of common stock for restricted stock units, net of shares withheld for taxes 115,376 — ( 41 ) — — ( 41 ) Unrealized loss on marketable securities — — — — ( 360 ) ( 360 ) Stock-based compensation — — 9,635 — — 9,635 Net loss — — — ( 102,329 ) — ( 102,329 ) Balance as of December 31, 2024 60,094,083 6 506,985 ( 325,127 ) ( 48 ) 181,816 Issuance of common stock for restricted stock units, net of shares withheld for taxes 446,756 — ( 73 ) — — ( 73 ) Stock options exercised for cash 34,530 — 39 — — 39 Unrealized gain on marketable securities — — — — 131 131 Stock-based compensation — — 9,852 — — 9,852 Net loss — — — ( 121,335 ) — ( 121,335 ) Balance as of December 31, 2025 60,575,369 $ 6 $ 516,803 $ ( 446,462 ) $ 83 $ 70,430 The accompanying notes are an integral part of these financial statements. 95 Table of Contents ACUMEN PHARMACEUTICALS, INC. STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities Net loss $ ( 121,335 ) $ ( 102,329 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 58 63 Stock-based compensation expense 9,852 9,635 Amortization of premiums and accretion of discounts on marketable securities, net ( 809 ) ( 5,015 ) Change in fair value of embedded derivatives 460 ( 1,590 ) Amortization of right-of-use asset 126 115 Realized gain on marketable securities ( 59 ) ( 97 ) Noncash interest expense 1,288 1,118 Other noncash expense — 232 Changes in operating assets and liabilities: Prepaid expenses and other current assets 1,362 ( 3,656 ) Other long-term assets 40 74 Accounts payable ( 5,094 ) 4,269 Accrued clinical trial expenses ( 4,728 ) 10,957 Accrued expenses and other liabilities 3,301 32 Finance lease liability — ( 23 ) Net cash used in operating activities ( 115,538 ) ( 86,215 ) Cash flows from investing activities Purchases of marketable securities ( 38,056 ) ( 170,731 ) Proceeds from maturities and sales of marketable securities 172,077 218,774 Purchases of property and equipment ( 88 ) ( 16 ) Net cash provided by investing activities 133,933 48,027 Cash flows from financing activities Proceeds from issuance of common stock, net of issuance costs — 7,938 Proceeds from exercise of stock options 39 — Payment for financing lease — ( 739 ) Payments for deferred offering costs — ( 230 ) Repurchase of common shares to pay employee withholding taxes ( 73 ) ( 41 ) Net cash (used in) provided by financing activities ( 34 ) 6,928 Net change in cash and cash equivalents and restricted cash 18,361 ( 31,260 ) Cash and cash equivalents and restricted cash at the beginning of the period 35,859 67,119 Cash and cash equivalents and restricted cash at the end of the period $ 54,220 $ 35,859 96 Table of Contents ACUMEN PHARMACEUTICALS, INC. STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended December 31, 2025 2024 Supplemental disclosure of cash flow information Cash paid for income taxes $ — $ — Cash paid for interest $ 2,936 $ 2,973 The accompanying notes are an integral part of these financial statements. 97 Table of Contents ACUMEN PHARMACEUTICALS, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Acumen Pharmaceuticals, Inc. (“Acumen” or the “Company”) was incorporated in 1996 in the state of Delaware. Acumen is a clinical-stage biopharmaceutical company developing a novel disease-modifying approach targeting what the Company believes to be a key underlying cause of Alzheimer’s disease (“AD”). Alzheimer’s disease is a progressive neurodegenerative disease of the brain that leads to loss of memory and cognitive functions and ultimately results in death. The Company’s scientific founders pioneered research on soluble amyloid-beta oligomers (“AßOs”), which are globular assemblies of the amyloid-beta (“Aß”) peptide that are distinct from Aß monomers and amyloid plaques. Based on decades of research and supporting evidence, AßOs have gained increasing scientific acceptance as a primary toxin involved in the initiation and propagation of AD pathology. The Company is currently focused on advancing a targeted immunotherapy drug candidate, sabirnetug, in its Phase 2 ALTITUDE-AD clinical trial, and expects to announce top-line results in late 2026. ALTITUDE-AD is a randomized, double-blind, placebo-controlled, three-arm clinical trial designed to evaluate the clinical efficacy, safety and tolerability of sabirnetug with up to 180 participants per arm for a total of 542 participants with mild cognitive impairment or mild dementia due to AD. Sabirnetug is a recombinant humanized immunoglobulin gamma 2 monoclonal antibody that was designed to selectively target AßOs. In July 2023, the Company announced topline results from its Phase 1 INTERCEPT-AD clinical trial of sabirnetug, which demonstrated that sabirnetug met the primary and secondary objectives of this clinical trial in 62 participants with early AD . In addition, the Company is investigating a subcutaneous dosing option of sabirnetug, as well as a blood-brain barrier-penetrating, Aß oligomer-targeted Enhanced Brain Delivery (EBD™) therapy for AD. The Company is subject to the uncertainty of whether its intellectual property will develop into successful commercial products. Liquidity, Capital Resources and Going Concern In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements-Going Concern , the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred operating losses since inception. As of December 31, 2025, the Company had an accumulated deficit of $ 446.5 million and had cash and cash equivalents and marketable securities of $ 116.9 million. The Company expects to incur additional losses for the foreseeable future as it continues its research and development activities and will need to raise additional capital to fully implement its business plan and to fund its operations. Until such time, if ever, as the Company can generate revenue sufficient to achieve profitability, the Company expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. There can be no assurance that any such financing will be available to the Company at adequate levels and on a timely basis, or such agreements may not be available on terms acceptable to the Company, or at all. The Company may be required to delay, limit, reduce or terminate its product discovery and development activities or future commercialization efforts if it is unable to maintain sufficient financial resources, and its business, financial condition and results of operations will be materially and adversely affected. The Company expects that its current balance of cash and cash equivalents and marketable securities may not be sufficient to fund its operations for at least 12 months from the date of issuance of these financial statements. The Company’s cash forecast contains estimates and assumptions related to its ongoing clinical trial and other research and development expenses, and the Company cannot predict the amount or timing of all expenditures with certainty. Accordingly, the Company has concluded that substantial doubt exists about its ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern. NOTE 2. BASIS OF PRESENTATION, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. 98 Table of Contents Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the Company’s financial position, and the results of its operations and its cash flows. Emerging Growth Company From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended, the Company meets the definition of an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting periods. These estimates and assumptions are based on the Company’s historical experience, and on various other factors that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. The more significant estimates and assumptions by management include, among others: the valuation allowance of deferred tax assets resulting from net operating losses, the valuation of stock options, the valuation of embedded derivatives within the Company’s debt, long-term and accruals for clinical trial expenses and other research and development expenses. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. All of the Company’s cash equivalents have liquid markets and high credit ratings. The Company had $ 53.7 million and $ 35.3 million in cash equivalents as of December 31, 2025 and 2024, respectively. Restricted cash primarily consists of deposited cash collateral for the Company’s credit card program. The following table provides a reconciliation of cash, cash equivalents and restricted cash from the balance sheets to the statements of cash flows (in thousands): December 31, 2025 2024 Cash and cash equivalents $ 53,989 $ 35,627 Restricted cash 231 232 Total cash, cash equivalents and restricted cash $ 54,220 $ 35,859 Marketable Securities The Company’s marketable securities portfolio consists primarily of investments in money market funds, U.S. treasury and agency securities and short-term highly liquid, high credit quality corporate debt securities. The Company considers its marketable securities to be available-for-sale. Available-for-sale securities are classified as cash equivalents, or as short-term or long-term marketable securities based on the maturity date at the time of purchase and their availability to meet current operating requirements. Available-for-sale securities that mature in three months or less from the date of purchase are classified as cash equivalents. Available-for-sale securities, excluding cash equivalents, that mature in one year or less are classified as short-term marketable securities and those that mature in more than one year are classified as long-term. 99 Table of Contents Securities that are classified as available-for-sale are measured at fair value; see “ Fair Value of Financial Instruments ” below. Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Amortization of premiums and accretion of discounts are recorded along with interest income on investments in interest income, net in the statements of operations and comprehensive loss. Unrealized gains and losses are excluded from earnings and are reported as a component of other comprehensive income. The cost of investments sold will be calculated using the specific-identification method. For securities available-for-sale, Accounting Standards Update 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments eliminates the concept of other-than-temporary impairment and instead requires entities to determine if impairment is related to credit loss or non-credit loss. In making the assessment of whether a loss is from credit or other factors, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows is less than the amortized cost basis, a credit loss exists and an allowance is created, limited by the amount that the fair value is less than the amortized cost basis. Subsequent activity related to the credit loss component in the form of write-offs or recoveries is recognized as part of the allowance for credit losses on securities available-for-sale. The Company has made the accounting policy election to exclude accrued interest receivable on securities from the estimate of credit losses and will record a credit loss expense for accrued interest receivable in the period when a credit loss is recorded for the related securities. Management determined that the Company did not require an allowance for credit losses for available-for-sale securities as of December 31, 2025 or 2024, as the aggregate amount of any credit losses was immaterial. The Company did not have any related write-offs or recoveries for the years ended December 31, 2025 and 2024. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s cash and cash equivalents are held at financial institutions that management believes to be of high credit quality. The Company has not experienced any losses due to credit risk on such accounts during any of the periods presented. Fair Value of Financial Instruments The Company’s financial assets and liabilities are accounted for in accordance with ASC 820, Fair Value Measurements and Disclosures , which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the instrument’s anticipated life. Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2025 and 2024 . 100 Table of Contents The carrying values reported in the balance sheets for cash (excluding cash equivalents which are recorded at fair value on a recurring basis), restricted cash, accounts payable, accrued clinical trial expenses and accrued expenses are reasonable estimates of their fair values due to the short-term nature of these items. The carrying amount of the Company’s long-term debt approximates fair value due to its variable market interest rate and management’s opinion that current rates and terms that would be available to the Company with the same maturity and security structure would be essentially equivalent to that of the Company’s long-term debt. Certain features of the Company’s term loan facility (the “Term Loan”) were determined to be an embedded derivative requiring separate measurement from the loan host instrument. For additional information regarding the Term Loan, see Note 6. Debt . Property and Equipment Property and equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, including leasehold improvements and finance lease right-of-use assets that are amortized over the shorter of their estimated useful lives or the terms of the respective leases. The Company generally uses the following useful lives for its property and equipment categories: three years for computer-related assets and five years for furniture. See Note 5. Supplemental Financial Information. Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or finance leases and are recorded in the balance sheet at the commencement date as both a right-of-use asset and a lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and right-of-use assets are amortized over the lease term, or, for finance leases, over the shorter of the lease term or the estimated useful life of the assets. For operating leases, interest on the lease liability and the amortization of the right-of-use asset results in straight-line rent expense over the lease term. For finance leases, the right-of-use asset is amortized on a straight-line basis and the amortization is presented as an operating expense separately from interest expense on the lease liability. Variable lease expenses are recorded when incurred and not included in the measurement of right-of-use assets and lease liabilities. ASC 842 provides practical expedients for an entity’s ongoing accounting. In calculating right-of-use assets and lease liabilities, the Company has elected to combine lease and non-lease components for real estate leases, but has not elected to combine lease and non-lease components for computer equipment leases. Additionally, the Company has elected not to recognize a right-of-use asset or lease liability for leases with an initial term of 12 months or less. For short-term leases, the Company recognized lease payments on a straight-line basis over the lease term. Computer Equipment Lease In September 2023, the Company entered into an agreement with a vendor that included the lease of certain computer equipment for its Phase 2 clinical trial with an October 2023 lease commencement date. In January 2024, the Company paid $ 0.8 million for the computer equipment, which will be returned to the vendor at the completion of the vendor’s services under the agreement. Upon the lease inception, the Company recorded noncash expense of $ 0.7 million in research and development expense in the statement of operations and comprehensive loss for the right-of-use assets related to the computer equipment lease as the equipment is being used for research and development and does not have an alternative future use. Debt Discount and Debt Issuance Costs The debt discount, which reduces the related debt balance in the balance sheets, is comprised of debt issuance costs, contractual fees due upon repayment of the debt, the issuance date fair value of warrants issued with the debt and the issuance date fair value of any derivatives that are bifurcated from the debt. Debt issuance costs include direct costs (e.g., legal costs and bank fees) incurred to issue non-revolving debt instruments. The debt discount is amortized to interest expense over the contractual term of the related debt using the effective interest method. 101 Table of Contents Embedded Derivatives The Company evaluates embedded derivatives within debt to determine whether the embedded derivatives should be bifurcated from the host instrument and accounted for as a derivative at fair value that will be remeasured at each reporting period for the term of the loan, with changes in fair value recorded in the statements of operations and comprehensive loss. Management initially assesses the probability of the occurrence of trigger events for bifurcated embedded derivatives in determining fair value. The probability is reassessed at each reporting period during the term of a loan. Research and Development Expenses Research and development (“R&D”) expenses primarily consist of consultants and materials, biologic storage, salaries and other personnel-related expenses related to R&D activities and are expensed as incurred. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected on the balance sheets as prepaid or accrued expenses. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or research, including the phase or completion of events, invoices received and contracted costs. Clinical trial costs are a significant component of R&D expenses and include costs associated with third-party contractors. The Company accrues and expenses costs for clinical trial activities performed by third parties based upon the work completed to date for each clinical trial in accordance with established agreements. The Company determines its costs through discussions with internal clinical stakeholders and outside service providers as to the progress or stage of completion of clinical trials or services and the contracted fee to be paid for such services. In the event advance payments are made to an outside service provider, the payments are recorded within prepaid expenses and other current assets in the balance sheets and subsequently recognized as R&D expense in the statements of operations and comprehensive loss when the associated services have been performed. As actual costs become known, the Company adjusts its estimates, liabilities and assets. Inputs used in the determination of estimates discussed above may vary from actual, which will result in adjustments to R&D expense in future periods. The Company has acquired licenses of intellectual property to develop and commercialize product candidates. Upfront payments that relate to licenses of intellectual property, as well as pre-commercial milestone payments, are immediately expensed as acquired in-process research and development in the period in which they are incurred, provided that the licenses did not also include processes or activities that would constitute a “business” as defined under U.S. GAAP and have no established alternative future use. Stock-based Compensation The Company expenses stock-based compensation to employees, non-employees and board members over the requisite service period based on the estimated grant date fair value of the awards and actual forfeitures. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, which requires the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, and the expected term of the option. The fair value of restricted stock units (“RSUs”) is the closing market price of the common stock on the date of the grant. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period. All stock-based compensation costs are recorded in research and development expense or general and administrative expense in the statements of operations and comprehensive loss based upon the respective employee’s or non-employee’s roles within the Company. Forfeitures are recorded as they occur. See Note 8. Stock-based Compensation. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and R&D tax credit carryforwards. Valuation allowances are provided if, based upon the weight of available 102 Table of Contents evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero . In the event the Company were to determine that it would be able to realize some or all of its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company has not recorded any liabilities related to uncertain tax positions as of December 31, 2025 and 2024. The Company’s policy is to record interest and penalties, if any, as part of income tax benefit. No interest or penalties were recorded during the years ended December 31, 2025 and 2024. Net Loss Per Share of Common Stock Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, stock options, RSUs and warrants, which would result in the issuance of incremental shares of common stock. However, potential shares of common stock are excluded if their effect is anti-dilutive. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For the years ended December 31, 2025 and 2024, potential common shares consisted of stock options, RSUs, convertible debt and a warrant to purchase common stock. Potentially dilutive securities not included in the calculation of diluted net loss per share of common stock as of the periods presented, because to do so would be anti-dilutive, were as follows: December 31, 2025 2024 Shares issuable upon exercise of stock options 12,578,766 10,656,129 Shares issuable upon conversion election for Term Loan 988,142 988,142 Shares issuable upon exercise of warrant 730,769 730,769 Unvested RSUs 1,907,976 1,354,543 Total 16,205,653 13,729,583 Segment Information Operating segments are defined as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its chief executive officer. The Company has one operating segment focused on the research and development of sabirnetug for the treatment of patients with AD. See Note 10 – Segments. Collaboration Agreements The Company enters into collaboration agreements with companies to license intellectual property and may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specified products associated with these agreements. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. These commitments are not recorded on the Company ’ s balance sheet because the achievement and timing of these milestones are not fixed and determinable. When the achievement of these milestones or sales has occurred, the corresponding amounts are recognized in the Company ’ s financial statements. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to enhance the existing income tax disclosures to 103 Table of Contents provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The standard was adopted by the Company on a prospective basis for its annual period beginning on January 1, 2025. The adoption of this standard did not have a material impact on the Company’s financial statements and disclosures. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470- 20): Induced Conversions of Convertible Debt Instruments. The standard is intended to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for annual periods beginning after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted if ASU 2020-06 has been adopted. As of December 31, 2025, the Company had no induced conversions. The Company will adopt this standard on a prospective basis on January 1, 2026 and does not expect this standard to have any impact on its financial statements upon adoption. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard is intended to require more detailed disclosures about specified categories of expenses, including employee compensation, depreciation and amortization, included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 31, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting - Narrow Scope Improvements. The standard is intended to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments in this update clarify interim disclosure requirements and the applicability of Topic 270. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments in this update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the amendments may be applied on a prospective or retrospective basis. The Company is evaluating the potential impact of this adoption on the financial statements and related disclosures. NOTE 3. MARKETABLE SECURITIES The Company’s marketable securities consisted of the following (in thousands): December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities, short-term Corporate debt securities $ 62,793 $ 88 $ ( 5 ) $ 62,876 Total available-for-sale securities, short-term $ 62,793 $ 88 $ ( 5 ) $ 62,876 104 Table of Contents December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities, short-term Corporate debt securities $ 118,813 $ 128 $ ( 8 ) $ 118,933 Government and agency - U.S. securities 16,962 35 — 16,997 Total available-for-sale securities, short-term 135,775 163 ( 8 ) 135,930 Available-for-sale securities, long-term Corporate debt securities 60,171 — ( 203 ) 59,968 Total available-for-sale securities, long-term 60,171 — ( 203 ) 59,968 Total available-for-sale securities $ 195,946 $ 163 $ ( 211 ) $ 195,898 The following tables summarize the amount of unrealized losses, defined as the amount by which the amortized cost exceeds fair value, and the related fair value of available-for-sale marketable securities with unrealized losses, which have been segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months (in thousands): December 31, 2025 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 6,036 $ ( 3 ) $ 5,119 $ ( 2 ) $ 11,155 $ ( 5 ) Total $ 6,036 $ ( 3 ) $ 5,119 $ ( 2 ) $ 11,155 $ ( 5 ) December 31, 2024 Less than 12 Months Greater than 12 Months Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 73,952 $ ( 211 ) $ 2,515 $ — $ 76,467 $ ( 211 ) Total $ 73,952 $ ( 211 ) $ 2,515 $ — $ 76,467 $ ( 211 ) As of December 31, 2025, the Company’s available-for-sale securities mature in one year or less. As noted in the tables above, some of the Company’s available-for-sale marketable securities have been in an unrealized loss position for more than 12 months as of December 31, 2025 and 2024. The unrealized loss as of December 31, 2025 is immaterial and the Company does not intend to sell any of its available-for-sale securities and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. No credit losses were recognized on the Company’s available-for-sale securities during the years ended December 31, 2025 and 2024. The Company recorded realized gains of approximately $ 0.1 million during each of the years ended December 31, 2025 and December 31, 2024. 105 Table of Contents NOTE 4. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities subject to fair value measurement on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair value measurements as of December 31, 2025 using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value as of December 31, 2025 Assets included in: Cash and cash equivalents Money market securities $ 53,708 $ — $ — $ 53,708 Marketable securities Corporate debt securities — 62,876 — 62,876 Total fair value $ 53,708 $ 62,876 $ — $ 116,584 Liabilities included in: Debt, long-term Embedded derivative liabilities $ — $ — $ 1,430 $ 1,430 Total fair value $ — $ — $ 1,430 $ 1,430 Fair value measurements as of December 31, 2024 using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value as of December 31, 2024 Assets included in: Cash and cash equivalents Money market securities $ 35,268 $ — $ — $ 35,268 Marketable securities Corporate debt securities — 178,901 — 178,901 Government and agency - U.S. — 16,997 — 16,997 Total fair value $ 35,268 $ 195,898 $ — $ 231,166 Liabilities included in: Debt, long-term Embedded derivative liabilities $ — $ — $ 970 $ 970 Total fair value $ — $ — $ 970 $ 970 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The fair value for the available-for-sale marketable securities is determined based on valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. 106 Table of Contents The following table presents changes in Level 3 liabilities measured at fair value for the two-year period ended December 31, 2025 (in thousands): Balance, January 1, 2024 $ 2,560 Change in fair value of embedded derivatives ( 1,590 ) Balance, December 31, 2024 970 Change in fair value of embedded derivatives 460 Balance, December 31, 2025 $ 1,430 NOTE 5. SUPPLEMENTAL FINANCIAL INFORMATION Prepaid expenses and other assets as of December 31, 2025 and 2024 consisted of the following (in thousands): December 31, 2025 Prepaid Expenses and Other Current Assets Other Long-Term Assets Total Prepaid Expenses and Other Assets Research and development service agreements $ 3,527 $ 29 $ 3,556 Other receivables 625 — 625 Prepaid insurance 601 — 601 Dues and subscriptions 368 — 368 Right-of-use asset — 140 140 Property and equipment, net (1) — 103 103 Other 266 78 344 Total $ 5,387 $ 350 $ 5,737 December 31, 2024 Prepaid Expenses and Other Current Assets Other Long-Term Assets Total Prepaid Expenses and Other Assets Research and development service agreements $ 4,841 $ 75 $ 4,916 Prepaid insurance 858 — 858 Other receivables 345 — 345 Dues and subscriptions 230 — 230 Right-of-use asset — 266 266 Property and equipment, net (1) — 73 73 Other 475 72 547 Total $ 6,749 $ 486 $ 7,235 (1) As of December 31, 2025 and 2024, accumulated depreciation totaled approximately $ 0.2 million and $ 0.1 million, respectively. 107 Table of Contents Accrued expenses and other current liabilities as of December 31, 2025 consisted of the following (in thousands): Accrued Expenses and Other Current Liabilities Research and development $ 5,427 Compensation and other employee liabilities 4,066 Interest 249 Operating lease liability 150 Other 180 Total $ 10,072 Accrued expenses and other liabilities as of December 31, 2024 consisted of the following (in thousands): December 31, 2024 Accrued Expenses and Other Current Liabilities Other Long-Term Liabilities Total Accrued Expenses and Other Liabilities Compensation and other employee liabilities $ 4,207 $ — $ 4,207 Research and development 1,796 — 1,796 Interest 249 — 249 Operating lease liability 133 150 283 Other 230 — 230 Total $ 6,615 $ 150 $ 6,765 NOTE 6. DEBT Term Loan On November 10, 2023, the Company entered into a Loan and Security Agreement with K2 HealthVentures LLC (the “Loan Agreement”). The Loan Agreement provided the Company with a Term Loan in the aggregate principal amount of $ 50.0 million, of which the Company borrowed $ 30.0 million in the first tranche upon closing. The remaining $ 20.0 million is available for borrowing upon the Company’s request based on review of certain information and discretionary approval from the lenders. The principal amount of the Term Loan outstanding under the Loan Agreement bears interest per annum at the greater of (i) 9.65 % or (ii) the sum of the prime rate last quoted in The Wall Street Journal plus 1.15 % for such interest period. The Term Loan matures on November 1, 2027, and can be extended to November 1, 2028 if the Company achieves certain financing milestones. The Loan Agreement provides for a final payment fee of an additional $ 1.6 million (the “Final Payment”) due upon repayment of the Term Loan. As security for its obligations under the Loan Agreement, the Company granted the lenders a security interest in substantially all of the Company’s assets (other than intellectual property). The principal and interest of the Term Loan are to be repaid in equal monthly installments beginning on July 1, 2026 through the maturity of the Loan Agreement. The Loan Agreement allows prepayment of the entire Term Loan or a portion of the Term Loan of more than $ 5.0 million, provided that any partial prepayment will leave outstanding borrowings of at least $ 15.0 million. The lenders can elect to convert up to $ 2.5 million of the Term Loan (the “Conversion Amount”) into the Company’s common stock at a conversion price of $ 2.53 (the “Conversion Option”). If the lenders elect to convert the Conversion Amount upon the Next Qualified Financing, as defined in the Loan Agreement whereby the Company receives aggregate gross proceeds of at least $ 20.0 million, the conversion price will equal the lowest effective cash price per share of securities issued in such Qualified Financing (the “Share-Settled Redemption”). The Conversion Option and Share-Settled Redemption within the Loan Agreement are required to be bifurcated as a single compound embedded derivative (the 108 Table of Contents “Embedded Derivatives”) at fair value, with subsequent changes in fair value recognized in the statements of operations and comprehensive loss. In accordance with the Loan Agreement, the Company issued an equity-classified warrant to purchase 730,769 shares of common stock (the “Loan Warrant”), with an initial allocated fair value of $ 1.1 million. See additional discussion in Note 7. Stockholders’ Equity. The initial recognition of the direct fees of $ 0.5 million, the Final Payment of $ 1.6 million, the fair value of the Embedded Derivatives at issuance of the Term Loan of $ 1.2 million and the fair value of the Loan Warrant of $ 1.1 million for the Loan Agreement resulted in a discount of $ 4.4 million, which is being amortized to interest expense over the term of the Loan Agreement using the effective interest method. Outstanding debt consisted of the following (in thousands): December 31, 2025 2024 Principal value of Term Loan, including final payment of $ 1,635 $ 31,635 $ 31,635 Fair value of bifurcated embedded derivatives 1,430 970 Unamortized debt discount ( 1,904 ) ( 3,186 ) Total 31,161 29,419 Less: debt, short-term 8,765 — Total debt, long-term $ 22,396 $ 29,419 The following table provides the components of interest expense (in thousands): Year Ended December 31, 2025 2024 Interest expense based on the coupon interest rate of the outstanding debt $ 2,935 $ 2,943 Accretion of debt discount 1,282 1,112 Total interest expense related to debt $ 4,217 $ 4,055 For the years ended December 31, 2025 and 2024, the effective interest rate for the Term Loan was 14.1 % and 13.5 %, respectively. As of December 31, 2025, the aggregate principal payments due for the Term Loan by year are as follows (in thousands): Year ended December 31, 2026 $ 10,104 Year ended December 31, 2027 21,531 Total principal payment due for Term Loan $ 31,635 NOTE 7. STOCKHOLDERS’ EQUITY Authorized Shares As of December 31, 2025, the total number of shares of capital stock authorized to be issued per the Company’s Amended and Restated Certificate of Incorporation is 310,000,000 , with 10,000,000 shares designated as preferred stock with a par value of $ 0.0001 , and 300,000,000 shares designated as common stock, with a par value of $ 0.0001 . Each share of common stock issued and outstanding is entitled to one vote. 109 Table of Contents Shelf Registration and At-The-Market Equity Offering On July 1, 2022, the Company filed a shelf registration statement on Form S-3 (the “2022 Registration Statement”). Pursuant to the 2022 Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million. In connection with the filing of the 2022 Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”) as sales agents, pursuant to which the Company may issue and sell shares of its common stock for an aggregate offering price of up to $ 50.0 million under an at-the-market offering program (the “ATM”), which was included in the $ 200.0 million of securities that were registered for sale pursuant to the 2022 Registration Statement. On April 23, 2023, the Company entered into an amendment to the Sales Agreement (as amended, the “Amended Sales Agreement”) to add BTIG, LLC (“BTIG”) as a sales agent under the Amended Sales Agreement (BTIG, BofA and Stifel are collectively referred to as the “Sales Agents”). Pursuant to the Amended Sales Agreement, the Company will pay the Sales Agents a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of the Company’s common stock made under the ATM. The Company is not obligated to make any sales of shares of its common stock under the ATM. During the year ended December 31, 2025, the Company did not sell any shares of common stock under the ATM. During the year ended December 31, 2024, the Company issued and sold 2,068,246 shares of common stock under the ATM for net proceeds of $ 7.9 million, or $ 3.84 per share. The Company has issued shares of common stock for aggregate gross proceeds of $ 12.2 million under the ATM since the program’s inception. On March 27, 2024, the Company filed a shelf registration statement on Form S-3 (the “2024 Registration Statement”). Pursuant to the 2024 Registration Statement, the Company may offer and sell securities having an aggregate public offering price of up to $ 200.0 million. On November 13, 2025, the Company filed a prospectus supplement to the 2024 Registration Statement with respect to its ATM, designating up to $ 50.0 million of the $ 200.0 million of securities that may be offered pursuant to the 2024 Registration Statement for issuance under the ATM. Restricted Stock Units During the years ended December 31, 2025 and 2024, the Company issued 446,756 and 115,376 shares, respectively, of its common stock in settlement of fully vested RSUs. Common Stock Warrant On November 10, 2023, in accordance with the Loan Agreement, the Company issued the Loan Warrant to purchase 730,769 shares of its common stock at an exercise price of $ 1.95 with a ten-year contractual term and an allocated fair value of $ 1.1 million. This warrant is outstanding as of December 31, 2025. In accordance with ASC 815, the Loan Warrant issued in 2023 did not meet the definition of a derivative and was classified in stockholders’ equity in the balance sheet. NOTE 8. STOCK-BASED COMPENSATION 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the grant of incentive stock options to employees, and the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other forms of stock awards to employees, directors and consultants, became effective on June 30, 2021. The 2021 Plan is a successor to the Company’s Amended and Restated Stock Performance Plan that was adopted by the Company’s board of directors and stockholders on April 8, 2013 (as amended from time to time, most recently on November 20, 2020, the “2013 Plan”). Following the effectiveness of the 2021 Plan, no further grants may be made under the 2013 Plan; however, any outstanding equity awards granted under the 2013 Plan continue to be governed by the 2013 Plan. As of December 31, 2025, there were 3,129,483 options outstanding under the 2013 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year through January 1, 2031, in an amount equal to 5 % of the total number of shares of common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or a lesser number of shares 110 Table of Contents determined by the board of directors prior to the applicable January 1. On January 1, 2025, the number of shares of common stock reserved for issuance under the 2021 Plan automatically increased by 3,004,704 shares. The maximum number of shares of common stock that may be issued upon the exercise of incentive stock options under the 2021 Plan is 12,000,000 . As of December 31, 2025, 17,673,425 shares were authorized for issuance under the 2021 Plan and 2,344,000 shares remained available for issuance under the 2021 Plan. The Company recorded stock-based compensation expense related to stock options and RSUs in the following expense categories of the statements of operations and comprehensive loss for the periods shown (in thousands): Year Ended December 31, 2025 2024 General and administrative $ 5,913 $ 6,113 Research and development 3,939 3,522 Total stock-based compensation $ 9,852 $ 9,635 Stock Options The Black-Scholes option-pricing model was used to estimate the fair value of stock options granted during the years ended December 31, 2025 and 2024 with the following weighted average assumptions: Year Ended December 31, 2025 2024 Risk-free interest rate 3.8 % – 4.5 % 3.8 % – 5.1 % Expected term (in years) 1.0 – 6.0 0.9 – 6.1 Expected volatility 76 % - 92 % 92 % - 103 % Expected dividend yield 0 % 0 % The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 1.26 per share and $ 2.85 per share, respectively. Stock options granted after December 31, 2017 generally vest monthly over a range of 12 to 48 months or vest monthly over a total of 48 months following a one-year cliff and all have a ten-year contractual term. Beginning January 1, 2024, stock options granted to consultants vest quarterly over a one-year period, provided the consultants continue to perform services as dictated by their respective consulting agreements with the Company. Annual option awards issued to members of the Company’s board of directors vest in full on the first anniversary of the grant date. Stock options granted prior to December 31, 2017 were either fully vested upon grant or generally vested monthly over a range of three to 24 months and have a ten-year term. The Company’s common stock became publicly traded in July 2021. Prior to January 1, 2025, the Company lacked sufficient company-specific historical and implied volatility information for its common stock and estimated its expected stock volatility using a weighted average blend of historical volatility of a publicly traded set of peer companies, as well as its own historical volatility. Beginning on January 1, 2025, based on the availability of sufficient historical trading data of the Company’s common stock, the Company began using its historical volatility to estimate expected stock volatility. Due to the lack of historical exercise history, the expected term of the Company’s stock options has been determined using the “simplified” method for awards. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected 111 Table of Contents term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table reflects summarized stock option activity during the year ended December 31, 2025: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2024 10,656,129 $ 3.83 Granted 2,188,960 $ 1.64 Exercised ( 34,530 ) $ 1.13 Forfeited ( 75,402 ) $ 2.75 Expired ( 156,391 ) $ 4.23 Outstanding as of December 31, 2025 12,578,766 $ 3.46 7.0 $ 374 Vested and exercisable as of December 31, 2025 8,421,358 $ 3.66 6.2 $ 346 The intrinsic value of stock options exercised during the year ended December 31, 2025 was immaterial . There were no stock options exercised during the year ended December 31, 2024. As of December 31, 2025, total unrecognized compensation cost related to unvested stock option awards granted was approximately $ 9.4 million, which the Company expects to recognize over a weighted-average period of approximately 2.2 years. Restricted Stock Units RSUs granted to employees vest in equal annual installments on the first three anniversaries of the grant date and RSUs granted to members of the Company’s board of directors vest in full on the first anniversary of the grant date. The following table reflects summarized RSU activity during the year ended December 31, 2025: Number of Shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2024 1,354,543 $ 4.46 Granted 1,066,950 $ 1.73 Vested ( 485,867 ) $ 4.57 Forfeited ( 27,650 ) $ 2.31 Unvested as of December 31, 2025 1,907,976 $ 2.93 As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was approximately $ 2.8 million, which the Company expects to recognize over a weighted-average period of approximately 1.5 years. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “ESPP”), which permits employees to purchase shares of common stock, became effective on June 30, 2021. The number of shares of common stock reserved for issuance automatically increases on January 1 of each calendar year through January 1, 2031, by the lesser of (1) 1 % of the total number of shares of common stock outstanding on the last day of the fiscal year before the date of the automatic increase, and (2) 800,000 shares; provided, however, that before the date of any such increase, the board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). On January 1, 2025, the number of shares of common stock reserved for issuance under the ESPP automatically increased by 600,941 shares. As of December 31, 2025, there are a total of 2,370,029 shares reserved for issuance under the ESPP and there have been no purchases of shares under the ESPP, as the ESPP has not yet been implemented. 112 Table of Contents NOTE 9. INCOME TAXES The Company has not recorded any tax provision or benefit for federal income taxes for the years ended December 31, 2025 and 2024. Current income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income, and NOL and R&D tax credit carryforwards. A reconciliation of the U.S. statutory federal income tax rate of 21% to the Company’s effective income tax rate, after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows: Year Ended December 31, 2025 Amount Percent Statutory federal income tax rate $ ( 25,453 ) 21.0 % Non-deductible stock compensation 1,222 ( 1.0 ) Other 432 ( 0.4 ) Change in valuation allowance 23,799 ( 19.6 ) Income tax provision $ — — % A reconciliation of the U.S. statutory federal income tax rate of 21% to the Company’s effective income tax rate, prior to the adoption of ASU 2023-09 for the year ended December 31, 2024 is as follows: Year Ended December 31, 2024 Statutory federal income tax rate 21.0 % State tax, net of federal benefit 3.1 % Non-deductible stock compensation ( 0.5 ) % Rate change 0.4 % Other ( 1.9 ) % Change in valuation allowance ( 22.1 ) % Income tax provision — % 113 Table of Contents Significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 were as follows (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss $ 50,390 $ 20,906 Capitalized R&D 27,657 29,548 Stock compensation 4,179 3,171 R&D credit 992 1,215 Intangible assets 622 443 Accruals and other temporary differences 1,796 1,395 Gross deferred tax assets 85,636 56,678 Valuation allowance ( 85,473 ) ( 56,405 ) Total deferred tax assets 163 273 Deferred tax liabilities: Embedded debt derivative liabilities ( 128 ) ( 208 ) Other ( 35 ) ( 65 ) Total deferred tax liabilities ( 163 ) ( 273 ) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets as of December 31, 2025 and 2024, management considered whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or the net operating loss (“NOL”) carryforwards and R&D tax credit carryforwards will be used. The Company has determined that it is not more likely than not that its deferred tax assets will be realized. Accordingly, a valuation allowance for the full amount of the net deferred tax assets has been recorded as of December 31, 2025 and 2024. The change in the valuation allowance as of December 31, 2025 from December 31, 2024 is due to the pretax loss incurred for the year ended December 31, 2025. As of December 31, 2025, the Company had approximately $ 211.2 million of NOL carryforwards available for federal tax purposes. As a result of the Tax Act of 2017, for U.S. income tax purposes, NOLs generated prior to December 31, 2017 can still be carried forward for up to 20 years, but NOLs generated after December 31, 2017 carryforward indefinitely, but are limited to 80% utilization against taxable income. Of the total federal NOLs of $ 211.2 million, $ 6.5 million will begin to expire on December 31, 2028 and $ 204.7 million will not expire. As of December 31, 2025, the Company also had approximately $ 96.5 million of state NOL carryforwards. The state NOLs begin to expire on December 31, 2028. As of December 31, 2025, the Company had approximately $ 1.0 million of R&D credit carryforwards available for federal tax purposes, which begin to expire on December 31, 2026. Utilization of the NOL and R&D credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders. The Company has not completed a formal analysis of the potential impact of Section 382 on its deferred tax assets as of December 31, 2025. Until this analysis has been completed, the Company has not adjusted any of its deferred tax assets, 114 Table of Contents including NOLs or R&D credits. The Company will reassess the amount of NOLs and credits subject to limitation under Section 382 when a study is complete. Due to the existence of the valuation allowance, future changes in the deferred tax assets related to these tax attributes will not impact the Company’s effective tax rate. The Company is subject to U.S. federal and various state taxes. Generally, the tax years remain open for examination by the federal statute under a three-year statute of limitation; however, states generally keep their statutes open for four years. However, the Company’s tax years from 2004 and after are subject to examination by the United States and state taxing authorities due to the carry forward of unused NOLs and R&D credits. NOTE 10. SEGMENT REPORTING The Company manages its operations as a single segment. The CODM assesses performance and allocates resources for its clinical-stage biopharmaceutical segment based on net loss, which is reported on the statement of operations and comprehensive loss as net loss. The CODM is regularly provided with actual, budgeted and forecasted expense information to make decisions on resource allocation and assess performance of the business and monitor budget versus actual results using loss from operations. Substantially all long-lived assets are located in the U.S. The measure of segment assets is reported on the balance sheet as total assets. The following table presents selected financial information about the Company’s single operating segment for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Operating expenses Research and development External costs $ 81,909 $ 71,188 Internally-managed costs (1) 19,028 19,062 General and administrative (2) 12,985 14,069 Other segment expenses (3) 9,910 9,698 Other income, net ( 2,497 ) ( 11,688 ) Segment net loss $ 121,335 $ 102,329 (1) Includes Company-managed research, consultants and contractors, as well as internal personnel and operating expenses, and excludes stock-based compensation expense and depreciation. (2) Excludes stock-based compensation expense and depreciation. (3) Other segment expenses include stock-based compensation expense and depreciation. NOTE 11. COMMITMENTS AND CONTINGENCIES The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. In July 2025, the Company entered into a collaboration, option and license agreement with JCR Pharmaceuticals Co. Ltd. ( “ JCR ”) to develop an Aß oligomer-targeted Enhanced Brain Delivery (EBD TM ) therapy for the treatment of AD. Under the terms of the agreement, the Company paid JCR an upfront license payment, which was recognized as in-process research and development expense during the year ended December 31, 2025. Additionally, if the Company exercises its exclusive option to develop up to two development candidates, JCR will be eligible to receive an option exercise payment of $ 9.25 million. JCR will also be eligible to receive future milestone payments of up to $ 40.0 million related to development, and up to $ 515.0 million related to sales, for a total of up to $ 555.0 million, as well as single-digit percentage royalties on sales of any products that emerge from the collaboration. In November 2023, the Company entered into a Non-exclusive Collaboration and License Agreement (the “Halozyme License Agreement”) with Halozyme, Inc. (“Halozyme”). Under the terms of the Halozyme License Agreement, Halozyme 115 Table of Contents granted the Company a non-exclusive license to Halozyme’s drug delivery technology for the development of a subcutaneous formulation of sabirnetug (such combination, the “Halozyme Product”). In January 2024, the Company paid a seven-figure upfront license payment for the Halozyme Product. The Company is required to make milestone payments upon the achievement of certain development and commercialization events with respect to the Halozyme Product, as well as milestone payments based on achievement of certain net sales levels of the Halozyme Product. The Company will also make single-digit royalty payments based on worldwide net sales of the Halozyme Product. The upfront license payment and milestones are recorded as in-process research and development expense when incurred. In November 2022, the Company entered into a License Agreement (“Lonza License Agreement”) with Lonza Sales AG (“Lonza”). Under the terms of the Lonza License Agreement, Lonza granted the Company a worldwide non-exclusive license to use Lonza’s glutamine synthetase gene expression system to manufacture and commercialize sabirnetug (the “Lonza Product”). Under the terms of the Lonza License Agreement, in consideration of the licenses and consents granted to the Company, the Company paid an upfront fee of 1.0 million Swiss Francs. The Company is also required to pay certain royalties upon commercialization and annual payments on a country-by-country basis in respect of the manufacturing and sale of the Lonza Product, which include (i) a royalty of less than 1 % on net sales where Lonza manufactures the Lonza Product, (ii) an annual royalty payment in Swiss Francs in the low six-digits and a royalty of less than 1 % on net sales where the Company manufactures the Lonza Product and (iii) an annual payment in Swiss Francs in the mid six-digits per sublicense and a royalty on net sales in the low single digits where a third party manufactures the Lonza Product. These payment obligations expire ten years from the first commercial sales of the Lonza Product in such country of sale. NOTE 12. SUBSEQUENT EVENTS In January 2026, the Company issued 727,052 shares of its common stock in settlement of fully vested RSUs. The Company also issued 77,006 shares of its common stock in connection with the exercise of stock options subsequent to year end. On March 13, 2026, the Company entered into a securities purchase agreement with certain institutional and accredited investors for a private placement (the “Private Placement”) of 10,833,331 shares of the Company’s common stock, at an offering price of $ 3.30 per share. The Private Placement closed on March 16, 2026, for aggregate gross proceeds of approximately $ 35.75 million, before deducting applicable fees and expenses. The Company intends to use the net proceeds from the Private Placement to primarily support its EBD program, including ongoing preclinical development work to support the nomination of a lead clinical candidate molecule, and for working capital and other general corporate purposes. 116 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.