What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-06 compared with 2025-02-27 · 205 added, 152 removed, 540 unchanged (40% of the section changed)

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Accrued Expenses and Other Current Liabilities

Noncurrent Liabilities

Other Noncurrent Liabilities

Stockholders’ Equity

Stock-Based Compensation

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How We Addressed the Matter in Our Audit

Auditing the Company’s accrued and prepaid research and development expenses was especially challenging due to the application of management judgment about the estimate of services provided.

Specifically, the amount of accrued and prepaid research and development expenses recognized is sensitive to the availability of information to make the estimate, including the estimate of the period over which services will be performed, the associated cost of such services, and the level of services performed and progress in the period for which the Company has not yet received an invoice from the supplier.

Additionally, due to the duration of clinical trials and the timing of invoicing received from third parties, the actual amounts incurred are not always known by the report date.

To evaluate the Company’s estimate of services incurred as of period end pursuant to its research and development activities, our audit procedures included, among others, testing the completeness and accuracy of the underlying data used in the estimates and evaluating the significant assumptions stated above that are used by management to estimate the recorded amounts.

To assess the reasonableness of the significant assumptions, we obtained information regarding the nature and extent of progress of clinical trials and other activities from the Company’s research and development personnel that oversee the clinical trials.

To evaluate the valuation of the accrued research and development expenses, we compared invoices received by the Company subsequent to December 31, 2024 to the amounts recognized by the Company as of that date.

To evaluate the valuation of the prepaid research and development expenses, we inspected the Company’s contracts with third parties to assess the impact to the amounts recorded.

Auditing the Company’s accrued and prepaid research and development expenses was especially challenging as the amounts are based on various estimates from third-party vendors, as well as other inputs estimated by members of management, such as actual costs incurred but not yet billed, estimated project timelines, and the costs associated with these services.

Additionally, due to the timing of invoicing received from third parties, the actual amounts incurred are not always known by the report date.

To evaluate the accrued and prepaid research and development expenses, our audit procedures included, testing the completeness and accuracy of the underlying data used to estimate the amounts recorded.

We corroborated the progress of research and development activities through discussion with the Company’s research and development personnel that oversee the research and development projects.

We inspected the Company’s contracts with third parties and any pending change orders to assess the impact on amounts recorded and inspected subsequent disbursements made and invoices received from third parties.

Additionally, we independently confirmed research and development costs incurred and prepaid balances held as of December 31, 2025 with a sample of third parties.

/s/ Ernst & Young LLP

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Iselin, New Jersey

February 27, 2025

March 6, 2026

ALTIMMUNE, INC.

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Total current liabilities

Noncurrent liabilities

Term loan, noncurrent

Other noncurrent liabilities

Total liabilities

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General and administrative

Impairment loss on intangible asset

Total operating expenses

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Total other income (expense), net

Net loss before income taxes

Income tax expense (benefit)

Other comprehensive income — unrealized gain on short-term investments

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Issuance of common stock in at-the-market offerings, net

Issuance of common stock upon exercise of warrants

Unrealized gain on short-term investments

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Adjustments to reconcile net loss to net cash used in operating activities:

Impairment loss on intangible asset

Stock-based compensation expense

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Accretion of discounts on short-term investments

Loss (gain) on foreign currency exchange

Amortization of debt discount and costs

Loss on foreign currency exchange

Deferred income tax benefit

Changes in operating assets and liabilities:

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Purchases of short-term investments

Purchases of property and equipment, net

Net cash (used in) provided by investing activities

Purchases of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from exercises of warrants

Proceeds from term loan

Payment for debt issuance costs

Proceeds from issuance of common stock in at-the-market offerings, net

Payment of conditional economic incentive

Proceeds from issuance of common stock from Employee Stock Purchase Plan

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Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Cash received from income tax refunds

SUPPLEMENTAL NON-CASH ACTIVITIES:

Deferred offering costs in accrued expenses and other current liabilities

Operating lease liability and right-of-use asset addition

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Nature of Business and Organization

Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a clinical stage biopharmaceutical company incorporated under the laws of the State of Delaware.

The Company is a clinical stage biopharmaceutical company focused on developing treatments for obesity, metabolic and liver diseases.

The Company’s lead product candidate, pemvidutide (formerly known as ALT-801), is a novel, investigational, peptide-based GLP-1/glucagon dual receptor agonist.

Pemvidutide is currently in clinical development for obesity and metabolic associated steatohepatitis (MASH).

The Company also expects to pursue additional indications for pemvidutide that leverage the differentiated clinical profile of pemvidutide.

Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a late clinical-stage biopharmaceutical company incorporated under the laws of the State of Delaware.

The Company is developing novel therapies for serious liver diseases.

The Company’s lead product candidate is pemvidutide (formerly known as ALT-801), a balanced 1:1 glucagon/GLP-1 dual receptor agonist in development for the treatment of MASH, AUD and ALD.

The Company may also pursue additional indications for pemvidutide that leverage its differentiated clinical profile.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt, and proceeds from research grants and government contracts.

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GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, prepaids and accruals for R&D activities.

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable.

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Segment Information

The Company is managed and operates as a single business focused on the R&D of treatments for various diseases and disorders, and vaccines.

The Company is being managed and operated as a single business developing novel therapies for serious liver diseases.

The Company is managed by a single management team, and consistent with its organizational structure, the Chief Executive Officer manages and allocates resources at a consolidated level.

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Cash Equivalents

The Company considers all highly liquid investments purchased with remaining maturities of 90 days or less on the purchase date to be cash equivalents, and includes amounts held in money market funds which are actively traded (a Level 1 input).

Restricted Cash

The Company had restricted cash of $ 42,000 and $ 41,000 as of December 31, 2024 and 2023, respectively, held in money market savings accounts as collateral.

The restricted cash as of December 31, 2024 and 2023 is for the Company’s facility lease obligation.

Restricted cash is classified as a component of cash, cash equivalents, and restricted cash in the accompanying Consolidated Balance Sheets and Consolidated Statements of Cash Flows.

The Company had restricted cash of $ 42,000 as of each of December 31, 2025 and 2024, held in money market savings accounts as collateral for its facility lease obligation.

Restricted cash is classified as a component of cash, cash

equivalents, and restricted cash in the accompanying Consolidated Balance Sheets and Consolidated Statements of Cash Flows.

Short-term Investments

The Company’s short-term investments are comprised of U.S.

Treasuries, corporate debt securities and certificates of deposit that have original maturities less than or equal to one year and are classified as available-for-sale (“AFS”) securities.

Treasuries, corporate debt securities, certificates of deposit, asset backed securities and agency debt securities that have original maturities less than or equal to one year and are classified as available-for-sale (“AFS”) securities.

Such securities are carried at estimated fair value, net of allowance for credit loss determined based on the Current Expected Credit Loss.

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Accounts and Other Receivables

Accounts and other receivables include both billed and unbilled amounts, interest and other receivables.

Accounts and other receivables include interest and other receivables.

The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful.

Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed.

The Company’s receivables represent billings for rate adjustment under a government contract that was closed out recently, as well as interest and other receivables.

The Company believes that the credit risks associated with these receivables are not significant.

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Financial Instruments

The Company’s financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, short-term investments, accounts payable, accrued expenses, and common stock warrants classified as equity.

The Company’s financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, short-term investments, accounts payable, accrued expenses, and a term loan.

The carrying amounts of cash, cash equivalents, restricted cash, accounts and other receivables, accounts payables, and accrued expenses approximate their fair value due to the short-term nature of those financial instruments.

Short-term investments are recorded at fair value, with any unrealized holding gains or losses reported as accumulated other comprehensive income or loss.

The carrying amounts of the Company’s debt approximate fair value because the rates are floating rates based on the prime lending rate, which approximates market rates (see Note 7) and represents a Level 2 fair value measurement.

Concentrations of Credit Risk

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For the years ended December 31, 2025 and 2024, the Company did no t identify indicators of impairment.

Impairment of Indefinite-lived Intangible Assets

Indefinite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable in accordance with the guidance in FASB Accounting Standard Codification Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

The Company had one IPR&D asset, HepTcell, that it acquired in 2015.

This candidate was a viral pathogen immunotherapy product for the treatment of chronic HBV.

Since 2020, the Company had been conducting a Phase 2 clinical trial.

However, the overall response in Phase 2 clinical trial for HepTcell was deemed to be insufficient to warrant further advancement.

As a result, the Company stopped all further development related to HepTcell and did not anticipate that there would be any third-party interest in the asset.

This decision rendered the probability of success, which is one of the key inputs in the fair value measurement of this asset, to be effectively zero or close to zero.

With no alternative use nor any anticipated interest from third parties for this asset, management determined that the fair value of the IPR&D asset was deemed di minimis as of December 31, 2023.

Accordingly, the Company recorded a non-cash impairment charge of $ 12.4 million, which was the carrying value of the IPR&D asset, in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023 under the caption “Impairment loss – intangible asset”.

As of December 31, 2024 and 2023, the Company had no indefinite-lived intangible assets.

The Company determines if an arrangement is a lease at inception.

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The Company estimates forfeitures at the time of grant and, if necessary, revises the estimate in subsequent periods if actual forfeitures differ from those estimates.

Estimates are based on the Company’s historical

analysis of actual stock option forfeitures.

Estimates are based on the Company’s historical analysis of actual stock option forfeitures.

The actual expense recognized over the vesting period is only for those options that vest.

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The Company is eligible to obtain certain R&D incentive credits, through the participation in the U.K.

R&D Small and Medium Enterprise tax relief program (“U.K.

R&D credit”) and the Australian R&D incentive credit (the “Australia R&D credit”) program administered through the Australian Tax Office (the “ATO”).

R&D credits are calculated as a percentage of qualifying R&D expenses and are payable in cash by the U.K.

Merged R&D Expenditure Credit (“U.K.

RDEC”) and the Australian R&D Tax Incentive (the “Australia R&D credit”) program administered through the Australian Tax Office (the “ATO”).

RDEC are calculated as a percentage of qualifying R&D expenses and are payable in cash by the U.K.

government to the Company.

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R&D expenses as receivable and a corresponding reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

During the years ended December 31,

2024 and 2023, the Company recognized $ 0.6 million and $ 1.2 million, respectively, of R&D credits as a reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

As of December 31, 2024 and 2023, the Company had $ 1.8 million and $ 3.0 million, respectively, of R&D credits included in “Income tax and R&D incentive receivables” on the accompanying Consolidated Balance Sheets.

During the years ended December 31, 2025 and 2024, the Company recognized a negligible amount and $ 0.6 million, respectively, of R&D credits as a reduction to R&D expense in the Consolidated Statement of Operations and Comprehensive Loss.

As of December 31, 2025 and 2024, the Company had $ 0.5 million and $ 1.8 million, respectively, of RDEC included in “Income tax and R&D incentive receivables” on the accompanying Consolidated Balance Sheets.

The Company records qualifying Australian R&D credits as receivable with a full valuation reserve.

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Upon successfully passing an audit or the expiration of the statute of limitations, the Company will clear the liability and a corresponding reduction to R&D expense unless recognition criteria is met in a later year, in which case the R&D credit will be recorded as other income in the Consolidated Statement of Operations and Comprehensive Loss.

During the years ended December 31, 2024 and 2023, the Company received $ 0.1 million and $ 0.4 million in cash for R&D incentive, respectively.

The 2024 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2023, whereas the 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, both through the participation in the Australian R&D credit program, and is included in “Noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

During the years ended December 31, 2025 and 2024, the Company received $ 0.4 million and $ 0.1 million in cash for R&D incentive, respectively, related to the R&D costs that the Company incurred during the fiscal years 2024 and 2023, respectively, both through the participation in the Australian R&D credit program, and is included in “Other noncurrent liabilities” on the accompanying Consolidated Balance Sheets.

The Company accounts for income taxes in accordance with ASC 740.

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Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period without consideration for potentially dilutive securities.

The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including all unvested restricted stock, warrants, and stock options outstanding during the period except where the effect of such non-participating securities would be anti-dilutive.

The Company computes diluted net loss per common share after giving consideration to all potentially dilutive common equivalents, including all unvested restricted stock and stock options outstanding during the period except where the effect of such non-participating securities would be anti-dilutive.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and dilutive common stock equivalents outstanding for the period determined using the treasury-stock and if-converted methods.

Debt discount and issuance costs

The Company accounts for fees paid to lenders, as compensation for services beyond their role as a creditor, and third parties whose costs are directly related to issuing debt as debt issuance cost.

Amounts paid to the lender as a reduction in the proceeds received are considered a discount on the issuance.

Debt issuance costs and discounts related to term loans are reported as a direct deduction from the outstanding debt and amortized over the term of the loan using the effective interest method as an additional interest expense.

Recently issued accounting pronouncements

Recently Adopted:

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

2023-07 requires public business entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

The amendments in ASU 2023-07 also clarify that entities with a single reportable segment are subject to both new and existing segment reporting requirements under Topic 280.

The Company adopted this new accounting standard on this annual report on Form 10-K using a retrospective method (See Note 14.

Segment Information).

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date or make a statement that an estimate of the range cannot be made and (iv) eliminates the requirement to disclose cumulative amount of each type of temporary difference in certain circumstances.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued.

The Company adopted ASU No.

2023-09 on this annual report on Form 10-K using a prospective method (See Note 12.

Income Taxes).

Not Yet Adopted:

In December 2025, the FASB issued ASU No.

2025-10, Government Grants – Accounting for Government Grants Received by Business Entities (Topic 832) .

The amendments in ASU No.

2025-10 establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset (for example, a long-lived asset or inventory).

A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset (for example, a grant that reimburses a business entity for operating expenses).

The amendment require that a government grant received by a business entity should not be recognized until (1) It is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant will be received and (2) business entity meets the recognition guidance for a grant related to an asset or a grant related to income.

The amendments in ASU 2025-10 are effective for annual reporting periods beginning after December 15, 2028.

Early adoption is permitted.

The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

2023-09 requires public business entities on an annual basis to (i) disclose in the rate reconciliation both percentages and amounts for certain categories in a tabular format, with further disaggregation of certain categories when the individual reconciling items meet a quantitative threshold, (ii) disclose income taxes paid, net of refunds received disaggregated by federal, state and foreign, with further disaggregation by individual jurisdictions that meet a qualitative threshold (iii) eliminates the requirement to disclose certain information when it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date or make a statement that an estimate of the range cannot be made and (iv) eliminates the requirement to disclose cumulative amount of each type of temporary difference in certain circumstances.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued.

The amendments in ASU 2023-09 should be applied on a prospective basis, although retrospectively application is permitted.

The amendments in this update are effective on the Company’s 2025 annual report.

The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements.

Fair Value Measurement

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Cash equivalents - money market funds

Cash equivalents - commercial paper

Short-term investments

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Agency debt securities

Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis.

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Property and equipment, net

Depreciation expense related to property and equipment for each of the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.5 million, respectively.

The Company’s operating lease for office and laboratory space in the United States was set to expire on April 30, 2025.

On May 20, 2024, the Company exercised its one-time 60 -month renewal option to renew its lease for an additional 60 months .

As of May 1, 2024, the Company remeasured its lease liability and recorded $ 1.4 million additional lease liability and right-of-use asset using an updated incremental borrowing rate of 9.5 %.

The renewed lease has a term of 72 months and expires on April 30, 2030.

The Company reassessed that the renewed lease remains an operating lease under Topic 842.

Rent expense under the Company’s operating leases during each of the years ended December 31, 2024 and 2023 was $ 0.5 million.

Depreciation expense related to property and equipment for the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.2 million, respectively.

The Company’s operating lease consists of a lease for office and laboratory space in the United States, which expires in April 2030.

The lease provides for increases in future minimum annual rental payments as defined in the lease agreement and has no further renewal option.

Short-term leases are leases having a term of twelve months or less.

The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases.

Rent expense under the Company’s operating leases during the years ended December 31, 2025 and 2024 was $ 0.6 million and $ 0.5 million, respectively.

Rent expense includes short-term leases and variable lease costs that are not included in the lease obligation.

The cash paid for operating lease liabilities for each of the years ended December 31, 2024 and 2023 was $ 0.5 million.

The cash paid for operating lease liabilities for the years ended December 31, 2025 and 2024 was $ 0.4 million and $ 0.5 million, respectively.

Supplemental balance sheet information related to the operating leases is as follows (in thousands):

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Operating lease obligations, noncurrent (see Note 8)

Noncurrent liabilities

Other noncurrent liabilities

Operating lease right-of-use assets

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Accrued research and development

Lease obligation, current portion (see Note 5)

Lease obligation, current portion

Accrued interest and other

Total accrued expenses and other current liabilities

Noncurrent Liabilities

The Company’s noncurrent liabilities are summarized as follows (in thousands):

On May 13, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (“Loan Agreement”) with Hercules Capital, Inc.

(“Hercules”) and the lenders party thereto, pursuant to which the lenders will make available up to four tranches of term loans in an aggregate principal amount of $ 100.0 million (the “Term Loan”), subject to certain terms and conditions.

Under the terms of the Loan Agreement, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million.

Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, (i) the second Term Loan tranche was to be made available in an aggregate principal amount of up to $ 25.0 million and (ii) the third Term Loan tranche was to be made available in an aggregate principal amount of up to $ 15.0 million.

The fourth Term Loan tranche was to be made available in an aggregate principal amount of up to $ 45.0 million subject to the approval of the lenders.

The Term Loan had interest rate equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 2.45 % and (b) (i) 9.95 % until December 31, 2025, and (ii) 9.45 % thereafter.

On November 5, 2025, (the “Amendment Closing”), the Company entered into an amendment to the Loan Agreement with Hercules and the lenders party thereto, pursuant to which the lenders will, subject to certain terms and conditions, increase the availability under the Term Loan from an aggregate principal amount of $ 100.0 million to $ 125.0 million.

The Term Loan, as amended, is structured in four tranches.

As described above, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million.

The second Term Loan tranche was drawn down on the Amendment Closing in an aggregate principal amount of $ 20.0 million.

Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, as amended, the third Term Loan tranche will be made available in an aggregate principal amount of up to $ 10.0 million.

The fourth Term Loan tranche will be made available in an aggregate principal amount of up to $ 80.0 million subject to the approval of the lenders.

The Term Loan, as amended, bears interest equal to the greater of (a) 9.70 % per annum and (b) the prime rate as reported in The Wall Street Journal plus 2.45 % per annum.

The interest-only period has been extended to 30 months from May 13, 2025.

The Term Loan will mature on January 1, 2029 (the “Maturity Date”).

The Company may make payments of interest only through December 1, 2027, which will be extended to June 1, 2028, or December 1, 2028, if certain conditions described in the Loan Agreement, as amended, are met.

Thereafter, the Company is obligated to make payments that will include installments of principal and interest through the Maturity Date.

The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan.

Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts.

Compliance with the financial covenant will be conditionally waived pursuant to the terms of the Loan Agreement when the Company’s market capitalization exceeds $ 800 million.

The Loan Agreement includes customary events of default, including payment defaults, breaches of representations and warranties, breaches of covenants following any applicable cure period and the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth in the Loan Agreement.

As of December 31, 2025, the Company was in compliance with the covenants under the Loan Agreement.

The obligation under the Loan Agreement is secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors.

Upon the occurrence of an event of default, Hercules will be entitled to exercise remedies, including acceleration of the Term Loan obligations and foreclosure on collateral.

The Loan Agreement, as amended, provides for a prepayment charge equal to 3.0 % of the outstanding principal balance of the Term Loan if prepayment is made within the twelve months after Amendment Closing, 2.0 % if within the twenty-four months after Amendment Closing, 1.0 % if within the thirty-six months after Amendment Closing and 0.0 % thereafter.

The Loan Agreement provides for an end of term charge of 6.25 % of the funded loan amount, due at the earlier of prepayment or maturity.

Pro-rata payment of any earned end of term charge will be due upon any partial prepayment (the “End of Term Charge”).

In addition, the Loan Agreement requires the Company to pay a facility charge of 1.0 % of the Term Loan funded due at the Closing Date and of each subsequent Term Loan tranche at the time such tranche is funded.

The Company accounted for the End of Term Charge, Facility Charge, and other direct costs incurred in connection with the Loan Agreement and its amendment as a debt discount and issuance costs, and they are being amortized over the term of the loan using the effective interest method.

The weighted-average effective interest rate on the Term Loan is 13.37 %.

The Company incurred interest expense on the Term Loan, including debt discount and issuance costs amortization, of $ 1.6 million during the year ended December 31, 2025.

The Term Loan consists of the following (in thousands):

Term loan principal amount

End of term charge

Unamortized discount and issuance costs

Total term loan

current portion of term loan

Total term loan, net of current portion

Future principal loan payments on the currently outstanding Term Loan as of December 31, 2025 are as follows (in thousands):

Total future principal payments

End of term charge

Unamortized discount and issuance costs

Current portion of term loan

Total term loan, net of current portion

Other Noncurrent Liabilities

The Company’s other noncurrent liabilities are summarized as follows (in thousands):

Research and development incentive credit

Lease obligation, long-term portion (see Note 5)

Lease obligation, long-term portion

Conditional economic incentive grants

Total noncurrent liabilities

R&D incentive credit Program

During the years ended December 31, 2024 and 2023, the Company received a total of $ 0.1 million and $ 0.4 million in cash for R&D incentive credit, respectively.

The 2024 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2023, whereas the 2023 incentive credit received is related to R&D costs that the Company incurred during the fiscal year 2022, both through the participation in the Australian R&D incentive credit program administered through the ATO.

The Company recorded the receipt as noncurrent liability until there is reasonable assurance that the Company will comply with the conditions attached to the incentive credit.

Total other noncurrent liabilities

R&D Tax Incentive Program

During the years ended December 31, 2025 and 2024, the Company received a total of $ 0.4 million and $ 0.1 million in cash for R&D incentive credit, respectively, related to R&D costs that the Company incurred during the fiscal year 2024 and 2023, respectively, through the participation in the Australian R&D credit program administered through the ATO.

The Company recorded the receipt as noncurrent liability until there is reasonable assurance that the Company complies with the conditions attached to the incentive credit.

Economic Incentive Grants

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At-the-Market Offerings

On November 6, 2025, the Company entered into an Equity Distribution Agreement (the “November 2025 Agreement”) with Leerink Partners LLC serving as sales agent (the “November 2025 Sales Agent”) with respect to an at-the-market offerings program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 200.0 million (the “November 2025 Shares”) through the November 2025 Sales Agent (the “November 2025 Offering”).

All Shares offered and sold in the November 2025 Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the November 2025 Offering that form a part of the Registration Statement.

The Company capitalized approximately $ 0.2 million of other offering costs which will offset the proceeds received from the shares sold under the November 2025 Agreement.

During the year ended December 31, 2025, the Company has sold 5,899,059 shares of common stock under the November 2025 Agreement resulting in approximately $ 25.4 million in proceeds, net of $ 0.4 million commission and other offering costs, and as of December 31, 2025, $ 174.2 million remained available to be sold under the November 2025 Agreement.

December 31, 2025, there was $ 0.2 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.

On February 27, 2025, the Company entered into an Equity Distribution Agreement (the “February 2025 Agreement”) with Leerink Partners LLC, Piper Sandler & Co.

and Stifel, Nicolaus & Company, Incorporated, serving as sales agents (the “February 2025 Sales Agents”) with respect to an at-the-market offerings program under which the Company offered and sold, shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “February 2025 Shares”) through the February 2025 Sales Agents (the “February 2025 Offering”).

All Shares offered and sold in the 2025 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the February 2025 Offering that form a part of the Registration Statement.

During the year ended December 31, 2025, the Company has sold 27,896,642 shares of common stock under the February 2025 Agreement resulting in approximately $ 118.1 million in proceeds, net of $ 3.9 million commission and other offering costs.

The February 2025 Agreement was terminated upon the execution of the November 2025 Agreement disclosed above.

On February 28, 2023, the Company entered into an Equity Distribution Agreement (the “2023 Agreement”) with Evercore Group L.L.C., JMP Securities LLC and B.

Riley Securities, Inc., serving as sales agents (the “Sales Agents”), with respect to an at-the-market offerings program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “Shares”) through the Sales Agents (the “2023 Offering”).

All Shares offered and sold in the 2023 Offering will be issued pursuant to the Company’s Registration Statement on Form S-3ASR filed with the SEC on February 28, 2023, which was declared effective immediately, the prospectus supplement relating to the 2023 Offering filed with the SEC on February 28, 2023 and any applicable additional prospectus supplements related to the 2023 Offering that form a part of the Registration Statement.

The Company capitalized approximately $ 0.2 million of other offering costs which will offset the proceeds received from the shares sold under the 2023 Agreement.

Since inception through December 31, 2024, the Company has sold 21,662,037 shares of common stock under the 2023 Agreement resulting in approximately $ 96.6 million in proceeds, net of $ 3.1 million commission and other offering costs.

During the year ended December 31, 2024, we have sold 1,207,521 shares of common stock under the 2023 Agreement resulting in approximately $ 10.3 million in net proceeds, and as of December 31, 2024, $ 50.3 million remaining available to be sold under the 2023 Agreement.

As of December 31, 2024, there was $ 0.1 million in deferred offering costs included in prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets.

On March 5, 2024, warrant holders exercised 50,000 warrants with an exercise price of $ 3.21 , resulting in the issuance of 50,000 shares of common stock.

As of December 31, 2024, the Company had no outstanding warrants.

Riley Securities, Inc., serving as sales agents (the “2023 Sales Agents”), with respect to an at-the-market offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “2023 Shares”) through the Sales Agents (the “2023 Offering”).

All Shares offered and sold in the 2023 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 28, 2023, which was declared effective immediately, and the prospectus supplements relating to the 2023 Offering filed with the SEC on February 28, 2023.

Since inception through the termination of the 2023 Agreement in February 2025, the Company has sold 26,129,903 shares of common stock under the 2023 Agreement resulting in approximately $ 126.8 million in proceeds, net of $ 4.1 million commission and other offering costs.

During the years ended December 31, 2025 and 2024, we have sold 4,467,866 and 1,207,521 shares of common stock under the 2023 Agreement, resulting in approximately $ 30.2 million and $ 10.3 million in net proceeds, respectively.

Stock-Based Compensation

Stock Options

The Company established the 2001 Employee Stock Option Plan to provide incentive stock options and non-qualified stock options to employees, and the 2001 Non-employee Stock Option Plan to provide non-qualified stock options to the members of the board of directors and advisory board, and non-employees.

The 2001 Employee Stock Option Plan and the 2001 Non-employee Stock Option Plan are collectively referred to as the “2001 Plans.” In connection with the Company’s merger with PharmAthene, Inc.

in 2017, the Company issued options from its 2001 Plans to replace options previously granted.

The Company de-designated common stock available for issuance under the 2001 Plans.

No additional options or restricted stock will be granted under these plans.

Options outstanding and unvested restricted stock granted or replaced under these plans will continue to vest over the remaining vesting period through the earlier of exercise, expiration or forfeiture.

The replacement options issued after the 2017 mergers will continue to vest over the remaining vesting period through the earlier of exercise, expiration or forfeiture.

Also, in connection with the 2017 mergers, the 2001 Plans were assumed by the Company.

In addition, the Company assumed the PharmAthene, Inc.

Amended and Restated 2007 Long-Term Incentive Compensation Plan (the “2007 Plan”).

Awards outstanding under the 2007 Plan remained outstanding in accordance with their applicable terms and conditions.

No additional awards will be made under the 2007 Plan.

Stock-based Compensation Plans

The Company established the 2017 Omnibus Incentive Plan (the “Omnibus Plan”) to provide incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards denominated in shares of the Company’s common stock, and performance-based cash awards to eligible employees, consultants and directors.

In 2018, the Company’s shareholders approved an amendment to the Omnibus Plan to increase the number of shares reserved for issuance from 1,500,000 to 5,000,000 .

preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors.

The aggregate share reserve will be increased on January 1 of each year commencing in 2019 and ending on and including January 1, 2027 up to an amount equal to the lowest of (i) 4 % of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors.

Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the Omnibus Plan increased by 4,969,458 .

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The Board has reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to awards granted under the Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company), and the Inducement Plan will be administered by the Compensation Committee.

In accordance with Rule 5635I(4) of the NASDAQ Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The 2001 Plans, the 2007 Plan, the Omnibus Plan and the Inducement Plan are collectively referred to as the “Plans.” During the year ended December 31, 2024 under the Plans, a total of 2,106,375 options to purchase shares of common stock were granted.

In accordance with

Rule 5635I(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may be only made to an employee who has not previously been an employee or member of the Board or any parent or subsidiary, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The Omnibus Plan and the Inducement Plan are collectively referred to as the “Plans.” Under both Plans, the shares of common stock underlying any awards that are expired, terminated, forfeited or canceled for any reason without having been exercised in full, except shares surrendered to satisfy tax withholding obligations, will be added to the shares of common stock available under each of the Plans.

During the year ended December 31, 2025 under the Plans, a total of 5,468,350 options to purchase shares of common stock were granted.

As of December 31, 2025, there were 316,510 and 409,575 shares of common stock available for future grants under the Omnibus Plan and the Inducement Plan, respectively.

Stock Options

The fair value of stock option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions:

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The total fair value of options vested during the years ended December 31, 2025 and 2024 was $ 11.7 million and $ 11.6 million, respectively.

of December 31, 2024, there was $ 17.5 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years.

As of December 31, 2025, there was $ 19.7 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 3.1 years.

Restricted Stock Units (RSUs)

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Subject to any plan limitations, the 2019 ESPP allows eligible employees to contribute through payroll deductions up to 10 % of their earnings for the purchase of the Company’s common stock at a discounted price per share.

The offering periods begin in February and August of each year, with the initial offering period started on August 1, 2019.

The offering periods begin in February and August of each year, with the initial offering period starting on August 1, 2019.

The common shares issuable under the 2019 ESPP were registered pursuant to a registration statement on Form S-8 on April 4, 2019.

Unless otherwise determined by the administrator, the Company’s common stock will be purchased for the accounts of employees participating in the 2019 ESPP at a price per share that is the lesser of 85 % of the fair market value of the Company’s common stock on the first trading day of the offering period or 85 % of the fair market value of the Company’s common stock on the last trading day of the offering period.

The 2019 ESPP estimated shares to be purchased fair value is included in stock-based compensation expense.

The fair value of estimated shares to be purchased under the 2019 ESPP is included in stock-based compensation expense.

Employees have the ability to purchase shares of the Company’s common stock at a price equal to the lower of the first or last trading day of the offering period, which represents an option and, therefore, the 2019 ESPP is a compensatory plan under ASC 718-50, Employee Stock Purchase Plans .

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As of December 31, 2025, there were 60,585 shares of common stock available for future issuance under the 2019 ESPP Plan.

The Company recognized stock-based compensation expense related to this plan of $ 0.2 million for each of the years ended December 31, 2024 and 2023.

The Company recognized stock-based compensation expense related to this plan of $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024, respectively.

Stock-based Compensation Expense

During the year ended December 31, 2024, the Company recorded $ 1.0 million incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of the former Chief Financial Officer.

The modification changed the vesting conditions of the awards by accelerating the vesting of certain unvested awards that would have otherwise been forfeited upon termination.

The incremental costs are included in the Statements of Operations and Comprehensive Loss under general and administrative expense.

During each of the years ended December 31, 2025 and 2024, the Company recorded $ 1.0 million in net incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of the former executive officers.

The 2025 modification extended the option exercise period for these former executive officers by a period of six to eighteen months , and extended the vesting period by six months, whereas the 2024 modification

changed the vesting conditions of the awards by accelerating the vesting of certain unvested awards that would have otherwise been forfeited upon termination of an executive office.

Stock-based compensation expense is classified in the accompanying Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 as follows (in thousands):

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Net loss before income tax benefit

Due to a full valuation allowance, the Company did not record an income tax expense (benefit) for either of the year ended December 31, 2024 or 2023.

Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax benefit is as follows:

The components of the income tax provision (benefit) consisted of the following for the years ended December 31, 2025 or 2024 (in thousands):

Year Ended December 31,

state and local

Income tax expense (benefit)

Reconciliation between the effect of applying the federal statutory rate and the effective income tax rate used to calculate the Company’s income tax benefit is as follows (in thousands, except tax rate):

Year Ended December 31,

Federal statutory rate

State income taxes, net of federal benefit

Research and development tax credit

Domestic Federal

Nontaxable or nondeductible items

Non-taxable - Section 162(m) compensation

Non-taxable - Other

Change in valuation allowance

State income tax expense, net of federal income tax effect *

United Kingdom

Change in Unrecognized Tax Benefits

Effective tax rate

* During the year ended December 31, 2025, state and local income taxes in Maryland make up the majority (greater than 50%) of the domestic state income taxes, net of federal effect category.

During the year ended December 31, 2024, state and local income taxes in Maryland make up the majority (greater than 50%) of the domestic state income taxes, net of federal effect category.

During the year December 31, 2025, the Company received a refund from the State of Maryland for $ 1.4 million.

No federal, state or foreign income taxes were paid in 2025.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards.

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In addition, future changes in the Company’s stock ownership, many of which are outside of the Company’s control, could result in an ownership change.

Beginning January 1, 2022, pursuant to the Tax Cuts and Jobs Act of 2017 (“TCJA”), R&D costs in the current period are required to be capitalized and amortized over five or fifteen years , for domestic and foreign-incurred R&D, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States, which includes a new Internal Revenue Code ("IRC") Section 174A.

Under Section 174A, commencing with tax years beginning after December 31, 2024, domestic research or experimental expenditures may be deducted in the current period rather than capitalized and amortized over multiple years, as previously required under IRC Section 174.

The OBBBA does not have a material impact on our effective tax rate, financial condition, or results of operations in 2025.

Significant judgment is required in evaluating tax positions and determining the provision for income taxes.

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The provision for income taxes includes the impact of changes to these liabilities.

The amount of unrecognized tax benefits was $ 0.7 million as of both December 31, 2024 and 2023.

The Company had $ 0.7 million in unrecognized tax benefits as of December 31, 2024.

Any changes in the next twelve months are not anticipated to have a significant impact on the results of operations, financial position or cash flows of the Company.

All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense, although the net impact would be zero due to the Company’s valuation allowance position.

The Company had no remaining uncertain tax positions as of December 31, 2025.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits excluding related interest and penalties (in thousands):

Year Ended December 31,

Beginning balance

Decreases for prior year tax positions

Ending balance

The Company files income tax returns in the United States, various U.S.

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Year Ended December 31,

Common stock warrants

Common stock options

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Accordingly, the Company will recognize the Sales Milestones when the contingency is probable and the amount can be reasonably estimated.

On May 6, 2024, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants the Company and three of the Company’s executive officers, which is now captioned In re Altimmune, Inc.

Securities Litigation, No.

On August 5, 2025, a class action complaint was filed in federal district court in the District of Maryland, Southern Division, naming as defendants the Company and two of the Company’s executive officers, which was captioned In re Altimmune, Inc.

Securities Litigation , Case No.

8:25-cv-02581 (D.

Md.) (the “Class Action”).

The complaint alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact to the investing public including the plaintiff and class members, who purchased or otherwise acquired the Company’s common stock between December 1, 2023 and April 26, 2024.

The plaintiff and class members seek to have the action maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure and for the defendants to pay damages, interest, and an award of costs, including attorneys’ fees.

A substantially similar complaint, captioned Campanile v.

Md.) (the “Securities Class Action”).

The Securities Class Action alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact to the investing public including the plaintiff and class members, who purchased or otherwise acquired the Company’s common stock between August 10, 2023 and June 25, 2025, including relating to pemvidutide and our IMPACT Phase 2b trial of pemvidutide in MASH.

The plaintiff and class members sought, among other things, to have the action maintained as a class action under Rule 23 of the Federal Rules of Civil Procedure and for the defendants to pay damages, interest, and an award of costs, including attorneys’ fees.

On October 16, 2025, the court appointed lead plaintiffs for the litigation.

On October 29, 2025, the court entered an order requiring lead plaintiffs to file an amended complaint by November 26, 2025, and for defendants to file an answer or notice of intent to file a motion to dismiss such amended complaint by December 10, 2025.

Rather than amend, the lead plaintiffs sought voluntary dismissal without prejudice of the action, which the Court granted on November 26, 2025.

On September 29, 2025, a shareholder derivative complaint was filed in federal district court in the District of Maryland, purportedly on behalf of the Company, naming as defendants two of the Company’s then-executive officers and eight of the Company’s current and former board members, captioned Alaraidah v.

Altimmune, Inc., et al.

8:25-cv-03223 (D.

Md.), was also filed in the same court by another plaintiff on July 1, 2024 against the Company and three of its executive officers, based upon the same general set of allegations and class period.

On October 2, 2024, the court consolidated the Campanile action with the Class Action for all purposes and appointed lead plaintiffs for the consolidated litigation.

On December 16, 2024, the lead plaintiffs filed a notice of voluntary dismissal of the Class Action without prejudice, and on December 30, 2024, the court ordered that the Class Action be dismissed without prejudice, and the case was closed.

On June 4, 2024, a shareholder derivative complaint was filed in federal district court in the District of Delaware, purportedly on behalf of the Company, naming as defendants three of the Company’s executive officers and eight of the Company’s board members, which is now captioned In re Altimmune, Inc.

Stockholder Derivative Litigation , No.

1:24-cv-669 (D.

Del.) (the “Derivative Action”).

The complaint is based upon allegations that are similar to those alleged in the Class Action and alleges claims for contribution, breaches of fiduciary duty, unjust enrichment, and waste of corporate assets based on the defendants purportedly making or causing to be made false and misleading statements and omissions of material fact between December 1, 2023 and April 26, 2024.

The complaint seeks unspecified monetary relief, exemplary damages, restitution, contribution, and costs, as well as equitable relief.

A similar shareholder derivative complaint, captioned Alaraidah v.

1:24-cv-00772 (D.

Del.), was filed in the same court by another plaintiff on July 1, 2024, based upon substantially similar allegations, and alleges claims for contribution, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets and seeks unspecified monetary relief, restitution, costs, and equitable relief.

These actions were consolidated for all purposes on July 18, 2024 into the Derivative Action.

On February 3, 2025, pursuant to a joint stipulation of the parties, the court ordered that the Derivative Action be dismissed without prejudice and the case was closed.

The Company is a party in various contracts and subject to disputes, litigation, and potential claims arising in the ordinary course of business none of which are currently reasonably possible or probable of material loss.

Md.) (the “Derivative Action”).

The complaint was based upon allegations that were similar to those alleged in a class action complaint previously filed against us in the Securities Class Action and alleged claims for violations of Section 14(a) of the Securities Exchange Act of 1934, breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under Sections 10(b) and 21D of the Securities Exchange Act of 1934 based on the defendants purportedly making or causing to be made false and misleading statements and omissions of material fact between August 10, 2023 and June 25, 2025.

The complaint sought unspecified monetary relief, restitution, costs, and equitable relief.

On December 22, 2025, the parties filed a stipulation of dismissal without prejudice, which the Court granted on that date.

The Company is a party in various contracts that are subject to potential disputes, litigation, and claims arising in the ordinary course of business, none of which are currently reasonably possible or probable of material loss.

Segment Information

The Company is a clinical stage biopharmaceutical company focused on developing treatments for obesity, metabolic and liver diseases.

The Company is developing pemvidutide, a GLP-1/glucagon dual receptor agonist for the treatment of obesity and MASH.

The Company is a late clinical-stage biopharmaceutical company developing novel therapies for serious liver diseases.

The Company’s lead product candidate is pemvidutide, a balanced 1:1 glucagon/GLP-1 dual receptor agonist in development for the treatment of MASH, AUD and ALD.

To date, the Company has not generated any revenue from the sale of any products.

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The Company evaluated subsequent events through the issuance date of the financial statements.

During January and February 2025, the Company raised $ 30.2 million in net proceeds through the issuance of 4,467,866 shares of common stock under the 2023 Shelf.

During January and February 2026, the Company raised $ 8.2 million in net proceeds through the issuance of 1,874,597 shares of common stock from the Company’s at-the-market offerings program under the November 2025 Agreement.

On January 27, 2026, the Company entered into a securities purchase agreement with a new fundamental institutional investor pursuant to a registered direct offering under the November 2025 Shelf for the purchase and sale of 12,397,920 shares of its common stock and 4,647,534 pre-funded warrants for net proceeds of approximately $ 70.4

The pre-funded warrants were fully exercised on February 13, 2026, resulting in the issuance of 4,647,534 shares of the Company’s common stock.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data