What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 134 added, 90 removed, 281 unchanged (44% of the section changed)

12 unchanged sentences

Total current assets

Long-term investments

Property and equipment, net

10 unchanged sentences

Common stock, $ 0.0001 par value;

200,000,000 shares authorized;

130,221,154 and 110,882,735 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

400,000,000 and 200,000,000 shares authorized ;

194,474,154 and 110,882,735 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

10 unchanged sentences

Income tax expense (benefit)

Other comprehensive income — unrealized loss on short-term investments

Other comprehensive income — unrealized loss on investments

Comprehensive loss

15 unchanged sentences

Issuance of common stock upon exercise of pre-funded warrants

Unrealized loss on short-term investments

Unrealized loss on investments

Balance at March 31, 2026

Stock-based compensation

Exercise of stock options

Issuance of common stock in public offering, net

Issuance of pre-funded warrants in public offering, net

Unrealized (loss) gain on investments

Balance at June 30, 2026

The accompanying notes are an integral part of the unaudited consolidated financial statements.

10 unchanged sentences

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

Unrealized loss on short-term investments

Unrealized loss on investments

Balance at March 31, 2025

Stock-based compensation

Exercise of stock options

Vesting of restricted stock awards including withholding, net

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

Unrealized (loss) gain on investments

Balance at June 30, 2025

The accompanying notes are an integral part of the unaudited consolidated financial statements.

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Depreciation of property and equipment

Accretion of discounts on short-term investments

Accretion of discounts on investments

Amortization of debt discount and costs

10 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sales and maturities of short-term investments

Purchases of short-term investments

Proceeds from sales and maturities of investments

Purchases of investments

Purchases of property and equipment

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of deferred offering costs

Proceeds from term loan, net

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

Proceeds from issuance of common stock and pre-funded warrants in direct offering, net

Proceeds from issuance of common stock from Employee Stock Purchase Plan

Payments for tax withholding in share-based compensation

Other financing activities

Proceeds from issuance of common stock and pre-funded warrants, net

Other financing activities, net

Net cash provided by financing activities

4 unchanged sentences

Cash paid for interest

Cash received from income tax refunds

SUPPLEMENTAL NON-CASH ACTIVITIES:

Deferred offering costs in accrued expenses and other current liabilities

Debt issuance cost in accrued expenses and other current liabilities

The accompanying notes are an integral part of the unaudited consolidated financial statements.

4 unchanged sentences

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.

On June 16, 2026, the Company announced plans to relocate its corporate headquarters from Gaithersburg, Maryland to Morristown, New Jersey later this year.

The new headquarters is in a region with a strong presence of biopharmaceutical companies, which is expected to support the Company’s ability to attract top-tier talent in its hybrid business model, as the Company continues its growth as a late-stage development company.

The Company is developing novel therapies for serious liver diseases.

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Summary of Significant Accounting Policies

During the three months ended March 31, 2026, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 6, 2026.

During the six months ended June 30, 2026, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 6, 2026.

Use of Estimates

1 unchanged sentence

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 condensed consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, prepaids, and accruals for research and development activities.

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 research and development activities.

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

1 unchanged sentence

Impairment or Disposal of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 360, Property, Plant and Equipment (“ASC 360”) .

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 360, Property, Plant and Equipment (“ASC 360”).

The Company’s long-lived assets include properties and equipment and right of use (“ROU”) assets.

For long-lived assets, impairment is recognized when the undiscounted cash flows used in the test for recoverability is less than their carrying value, and the fair value of the long-lived asset is below the carrying value.

For long-lived assets, impairment is recognized when the undiscounted cash flows used in the test for recoverability are less than their carrying value, and the fair value of the long-lived asset is below the carrying value.

In the event impairment exists, the long-lived asset will be written down to its fair value, and an impairment loss is recorded as the difference between the carrying value and fair value.

During the three months ended March 31, 2026, the Company recognized an impairment charge of $ 0.7 million related to its office and laboratory lease ROU asset and underlying leasehold improvements and equipment.

In addition, following the announcement of the relocation of the Company’s headquarters from Gaithersburg, Maryland to Morristown, New Jersey, the Company recognized an additional impairment charge of $ 0.8 million during the three months ended June 30, 2026 related to its remaining lease ROU asset and underlying leasehold improvements.

The Company determined the fair value of each asset group using a discounted cash flow model based on the expected sublease income utilizing its current borrowing rate.

The inputs utilized for fair value measurement are unobservable and considered level 3 in the fair value hierarchy.

The inputs utilized for the non-recurring fair value measurement are unobservable and considered level 3 in the fair value hierarchy.

The impairment charge was recorded in “Research and development expense” in the Consolidated Statement of Operations and Comprehensive Loss, and reduced the carrying amount of the underlying long-lived assets to fair value.

Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis as of March 31, 2026, consisted of the following (in thousands):

Fair Value Measurement at March 31, 2026

The Company’s assets measured at fair value on a recurring basis as of June 30, 2026, consisted of the following (in thousands):

Fair Value Measurement at June 30, 2026

Cash equivalents - money market funds

Cash equivalents - US treasury

Short-term investments

Long-term investments

The Company’s assets measured at fair value on a recurring basis as of December 31, 2025, consisted of the following (in thousands):

3 unchanged sentences

Short-term investments

Short-term investments have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third party pricing services or other market observable data (Level 2).

Investments in marketable securities have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third party pricing services or other market observable data (Level 2).

The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value.

The Company’s short-term investments have a maturity date of one year or less.

Short-term investments with quoted prices as of March 31, 2026, as shown below (in thousands):

March 31, 2026

Investments with quoted prices as of June 30, 2026, as shown below (in thousands):

June 30, 2026

Unrealized Gain

2 unchanged sentences

Unrealized (Loss) Gain

Original maturities of 1 year or less:

United States treasury securities

Commercial paper and corporate debt securities

Asset backed securities

Agency debt securities

Short-term investments with quoted prices as of December 31, 2025, as shown below (in thousands):

Original maturities of over 1 year through 5 years:

Commercial paper and corporate debt securities

Agency debt securities

Investments with quoted prices as of December 31, 2025, as shown below (in thousands):

December 31, 2025

3 unchanged sentences

Unrealized (Loss) Gain

Original maturities of 1 year or less:

United States treasury securities

2 unchanged sentences

Agency debt securities

As of March 31, 2026 and December 31, 2025, none of the unrealized losses on the Company’s short-term investments are a result of credit loss, therefore, any unrealized losses were recognized in other comprehensive income (OCI).

As of March 31, 2026 and December 31, 2025, the Company had $ 1.4 million and $ 1.1 million, respectively, accrued interest on short-term investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.

As of June 30, 2026 and December 31, 2025, none of the unrealized losses on the Company’s investments are a result of credit loss, therefore, any unrealized losses were recognized in other comprehensive income (OCI).

As of June 30, 2026 and December 31, 2025, the Company had $ 3.3 million and $ 1.1 million, respectively, accrued interest on investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.

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 5) and represents a Level 2 fair value measurement.

1 unchanged sentence

Assets recorded at fair value on a non-recurring basis, such as property and equipment and intangible assets are recognized at fair value when they are impaired.

As of March 31, 2026 and December 31, 2025, the Company had no other assets or liabilities that were measured at fair value on a non-recurring basis.

Other than the long-lived assets disclosed in Note 2, as of June 30, 2026 and December 31, 2025, the Company had no other assets or liabilities that were measured at fair value on a non-recurring basis.

Accrued Expenses

Accrued expenses and other current liabilities consist of the following (in thousands):

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Total accrued expenses and other current liabilities

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.

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

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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 March 31, 2026, the Company was in compliance with the covenants under the Loan Agreement.

As of June 30, 2026, 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.

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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.

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 $ 1.1 million during the three months ended March 31, 2026.

The Company incurred interest expense on the Term Loan, including debt discount and issuance costs amortization, of $ 1.1 million and $ 0.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 2.2 million and $ 0.3 million during the six months ended June 30, 2026 and 2025, respectively.

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

March 31, 2026

June 30, 2026

December 31, 2025

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Total term loan, net of current portion

Future principal loan payments on the currently outstanding Term Loan as of March 31, 2026 are as follows (in thousands):

Future principal loan payments on the currently outstanding Term Loan as of June 30, 2026 are as follows (in thousands):

Total future principal payments

5 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

Stockholders’ Equity

The Amended and Restated Certificate of Incorporation, as amended (“Charter”), authorized the Company to issue 200,000,000 shares of common stock, par value $ 0.0001 per share.

As of March 31, 2026, the Company had 130,221,154 shares of common stock issued and outstanding .

On April 16, 2026, the Company amended its Certificate of Incorporation (the “Charter”) by filing a Certificate of Amendment (the “Amendment”) with the Secretary of State of Delaware.

The Amendment increased the number of authorized shares of common stock from 200,000,000 to 400,000,000 and was approved by the holders of more than a majority of the votes cast at the 2026 Annual Meeting of Shareholders (the “2026 AMS”).

The Amendment authorized the Company to issue 400,000,000 shares of common stock, par value $ 0.0001 per share.

As of June 30, 2026, the Company had 194,474,154 shares of common stock issued and outstanding .

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

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The Charter also authorized the Company to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share.

As of March 31, 2026, the Company had no shares of preferred stock issued and outstanding .

As of June 30, 2026, the Company had no shares of preferred stock issued and outstanding .

At-the-Market (ATM) 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 ATM 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.

All of the November 2025 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.

Since inception through March 31, 2026, the Company has sold 7,920,228 shares of common stock under the November 2025 Agreement resulting in approximately $ 34.2 million in proceeds, net of $ 0.6 million commission and other offering costs.

During the three months ended March 31, 2026, the Company sold 2,021,169 shares of common stock under the November 2025 Agreement resulting in approximately $ 8.7 million in proceeds, net of $ 0.1 million commission and other offering costs, and as of March 31, 2026, $ 165.3 million remained available to be sold under the November 2025 Agreement.

As of March 31, 2026, there was $ 0.2 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.

Since inception through June 30, 2026, the Company has sold 7,920,228 shares of common stock under the November 2025 Agreement resulting in approximately $ 34.2 million in proceeds, net of $ 0.6 million commission and other offering costs.

During the six months ended June 30, 2026, the Company sold 2,021,169 shares of common stock under the November 2025 Agreement resulting in approximately $ 8.7 million in proceeds, net of $ 0.1 million commission

and other offering costs, and as of June 30, 2026, $ 165.3 million remained available to be sold under the November 2025 Agreement.

As of June 30, 2026, 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 ATM 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 three months ended March 31, 2025, the Company sold 805,502 shares of common stock under the February 2025 Agreement for net proceeds of approximately $ 4.6 million.

Since inception through the termination of the February 2025 Agreement in November 2025, the Company sold 27,896,642 shares of common stock resulting in approximately $ 118.1 million in proceeds, net $ 3.9 million commission and other offering costs.

All of the February 2025 Shares offered and sold in the February 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 six months ended June 30, 2025, the Company sold 8,052,064 shares of common stock under the February 2025 Agreement resulting in approximately $ 42.4 million in proceeds, net of $ 1.4 million commission and other offering costs.

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.

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All 2023 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.

During the three months ended March 31, 2025, the Company sold 4,467,866 shares of common stock under the 2023 Agreement for net proceeds of approximately $ 30.2 million.

Since inception through the termination of the 2023 Agreement in February 2025, the Company 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 six months ended June 30, 2025, the Company sold 4,467,866 shares of common stock under the 2023 Agreement resulting in approximately $ 30.2 million in proceeds, net of $ 1.0 million commission and other offering costs.

Since inception through the expiration of the 2023 Agreement in February 2025, the Company 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.

Registered Direct Offering (“RDO”)

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 $ 70.3 million (the “January 2026 RDO”).

All Shares offered and sold in the January 2026 RDO were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on November 13, 2025, which was declared effective on December 5, 2025.

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The pre-funded warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity.

Proceeds from the issuance of pre-funded warrants were recorded within additional paid-in capital.

April 2026 Offering

On April 22, 2026, the Company entered into an underwriting agreement with certain underwriters pursuant to which the Company offered and sold securities consisting of (i) 64,250,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 64,250,000 shares of common stock (or pre-funded warrants in lieu thereof) and (ii) in lieu of common stock, to certain investors that so choose, pre-funded warrants to purchase an aggregate of up to 10,750,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 10,750,000 shares of common stock (or pre-funded warrants in lieu thereof), at an exercise price of $ 0.001 per pre-funded warrant (the “April 2026 Offering”).

The common stock and pre-funded warrants were sold in combination with an accompanying common stock warrant to purchase one share of common stock (or pre-funded warran t in lieu thereof) issued for each share of common stock or pre-funded warrant sold.

The accompanying common stock warrant has an

exercise price of $ 3.00 per share and is immediately exercisable from the date of issuance.

The combined offering price of each share of common stock and accompanying common stock warrant is $ 3.00 .

The combined offering price of each pre-funded warrant and accompanying common stock warrant is $ 2.999 .

The net proceeds of the April 2026 Offering were approximately $ 211.1 million, after deducting the underwriting discount and offering expenses of approximately $ 13.9 million.

If all of the common stock warrants sold in the April 2026 Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of $ 225 million.

All shares of common stock, pre-funded warrants and common stock warrants offered and sold in the April 2026 Offering were issued pursuant to the February 2025 Shelf and November 2025 Shelf and a related registration statement that was filed with the SEC on April 22, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing as permitted under Rule 429.

The pre-funded and common stock warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity.

Proceeds from the issuance of pre-funded warrants are recorded within additional paid-in capital.

The following warrants were outstanding as of June 30, 2026:

Issuance Date

Expiration Date

Pre-funded warrants

April 24, 2026

Common stock warrants

April 24, 2026

April 24, 2031

A summary of warrant activity is as follows:

Weighted-Average

Contractual Term

Exercise Price

Warrants outstanding, December 31, 2025

( 4,647,534 )

Warrants outstanding, June 30, 2026

Stock-Based Compensation

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The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years .

As of March 31, 2026, there was $ 20.6 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 3.2 years.

During the three months ended March 31, 2026, the Company granted 1,607,663 stock options with a weighted average exercise price of $ 4.52 and per share weighted average grant date fair value of $ 3.75 .

Information related to stock options outstanding as of March 31, 2026, is as follows (in thousands, except share, exercise price, and contractual term):

As of June 30, 2026, there was $ 18.5 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.9 years.

During the six months ended June 30, 2026, the

Company granted 2,215,309 stock options with a weighted average exercise price of $ 4.09 and per share weighted average grant date fair value of $ 3.36 .

Information related to stock options outstanding as of June 30, 2026, is as follows (in thousands, except share, exercise price, and contractual term):

Weighted-Average

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Forfeited or expired

Outstanding, March 31, 2026

Exercisable, March 31, 2026

Vested and expected to vest, March 31, 2026

( 1,456,559 )

Outstanding, June 30, 2026

Exercisable, June 30, 2026

Vested and expected to vest, June 30, 2026

Restricted Stock Units (RSUs)

During the three months ended March 31, 2026, the Company granted 672,517 shares of RSUs with a weighted average grant date fair value of $ 4.52 which vest over four years .

As of March 31, 2026, the Company had unvested RSUs of 2,159,982 shares with total unrecognized compensation expense of $ 7.9 million, which the Company expects to recognize over a weighted average period of approximately 3.4 years.

During the three months ended March 31, 2026, the

Company issued 209,537 shares common stock as a result of the vesting of 333,575 RSUs, net of 124,038 shares of common stock withheld to satisfy tax withholding obligations.

During the six months ended June 30, 2026, the Company granted 765,623 shares of RSUs with a weighted average grant date fair value of $ 4.35 which vest over four years .

As of June 30, 2026, the Company had unvested RSUs of 1,978,950 shares with total unrecognized compensation expense of $ 7.1 million, which the Company expects to recognize over a weighted average period of approximately 3.4 years.

During the six months ended June 30, 2026, the Company issued 209,537 shares of common stock as a result of the vesting of 337,325 RSUs, net of 124,038 shares of common stock withheld to satisfy tax withholding obligations.

2019 Employee Stock Purchase Plan (“ESPP”)

Under the ESPP, employees purchased 57,801 shares for $ 0.2 million during the three months ended March 31, 2026.

On April 16, 2026, pursuant to the approval by shareholders at the 2026 AMS, the Company amended its ESPP to increase the number of shares of common stock reserved under the ESPP from 403,500 to 1,108,827 .

Under the ESPP, employees purchased 57,801 shares of the Company’s common stock for $ 0.2 million during the six months ended June 30, 2026.

Stock-based Compensation Expense

During the three months ended March 31, 2026, the Company recorded $ 0.3 million in incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of a former executive officer.

During the six months ended June 30, 2026, the Company recorded $ 0.3 million in incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of a former executive officer.

The modification extended the option exercise period of a former executive officer’s fully vested stock options by a period of twelve months from the termination date.

Stock-based compensation expense is classified in the unaudited consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025 as follows (in thousands):

Stock-based compensation expense is classified in the unaudited consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025 as follows (in thousands):

Three Months Ended

Six Months Ended

Research and development

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Net Loss Per Share

Because the Company has reported net loss attributable to common stockholders for the three months ended March 31, 2026 and 2025, basic and diluted net loss per share attributable to common stockholders in each period are the same.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average numbers of shares of common stock and pre-funded warrant outstanding for the period.

Because the Company has reported net loss attributable to common stockholders for the three and six months ended June 30, 2026 and 2025, basic and diluted net loss per share attributable to common stockholders in each period are the same.

Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period.

As such, all unvested RSUs and stock options have been excluded from the computation of diluted weighted average shares outstanding because such securities would have an anti-dilutive impact for all periods presented.

Potential common shares issuable upon conversion, vesting, or exercise of unvested RSUs and stock options that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:

Three Months Ended

Common stock options

As such, all unvested RSUs, stock options and common stock warrants have been excluded from the computation of diluted weighted average shares outstanding because such securities would have an anti-dilutive impact for all periods presented.

Potential common shares, issuable upon conversion, vesting, or exercise of unvested RSUs, stock options and common stock warrants, that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:

Three and Six Months Ended

Common stock warrants

Stock options

Restricted stock units

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(“Spitfire”).

Spitfire was a privately held, preclinical pharmaceutical company developing novel

peptide products for pharmaceutical indications, including pemvidutide for the treatment of MASH.

Spitfire was a privately held, preclinical pharmaceutical company developing novel peptide products for pharmaceutical indications, including pemvidutide for the treatment of MASH.

As part of the agreement, the Company is obligated to make payments of up to $ 80.0 million upon the achievement of specified worldwide net sales of all products developed using the technology acquired from Spitfire Pharma, Inc.

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

The Company from time to time may be 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.

On June 15, 2026, the Company entered into a lease agreement for office space in Morristown, New Jersey, which will serve as the Company’s new headquarters upon facility occupancy and lease commencement.

The Company will make monthly rental payments aggregating approximately $ 0.3 million annually for the 5-year lease term.

The lease is expected to commence on October 1, 2026 (“Lease Commencement Date”).

The Company determined that the lease is an operating lease under ASC 842.

On the Lease Commencement Date, the Company will record ROU asset and lease liability of approximately $ 1.2 million on its balance sheet.

The Company from time to time may be a party to 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.

Segment Information

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The measure of segment assets is reported on the consolidated balance sheet as total assets.

Subsequent Events

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

On April 16, 2026, the Company amended its Charter by filing a Certificate of Amendment with the Secretary of State of Delaware.

The Certificate of Amendment reflected an amendment to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 and was approved by the holders of more than a majority of the votes cast at the 2026 Annual Meeting of Shareholders.

In addition, the Company also amended its ESPP to increase the number of shares of common stock reserved under the ESPP from 403,500 to 1,108,827 .

The common stock and pre-funded warrants were sold in combination with an accompanying common stock warrant to purchase one share of common stock (or pre-funded warrant in lieu thereof) issued for each share of common stock or pre-funded warrant sold.

The accompanying common stock warrant has an exercise price of $ 3.00 per share and is immediately exercisable from the date of issuance.

The combined offering price of each share of common stock and accompany common stock warrant is $ 3.00 .

The combined offering price of each pre-funded warrant and accompanying common stock warrant is $ 2.999 .

The net proceeds of the April 2026 Offering were approximately $ 211.2 million, after deducting the underwriting discount and estimated offering expenses.

If all of the common stock warrants sold in the April 2026 Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of $ 225 million.

All shares of common stock, pre-funded warrants and common stock warrants offered and sold in the April 2026 Offering were issued pursuant to the February 2025 Shelf and November

2025 Shelf and a related registration statement that was filed with the SEC on April 22, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing as permitted under Rule 429.

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-Q

Item 1. Financial Statements