Camp4 Therapeutics Corp 10-K

Item 8. Financial Statements Index to Consolidated Financial Statements Page Financial statements for the years ended December 31, 2025 and 2024: Report of Independent Registered Public Accounting Firm 108 Consolidated balance sheets as of December 31, 2025 and 2024 109 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 110 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 111 Consolidated statements of cash flows for the years ended December 31, 2025 and 2024 112 Notes to consolidated financial statements 113 107 TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of CAMP4 Therapeutics Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CAMP4 Therapeutics Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2017. Boston, Massachusetts March 5, 2026 108 TABLE OF CONTENTS CAMP4 Therapeutics Corporation Consolidated Balance Sheets (In thousands, except share and per share amounts) December 31, Assets 2025 2024 Current assets: Cash and cash equivalents $ 109,517 $ 64,039 Restricted cash, current portion 1,346 — Prepaid expenses and other current assets 3,232 2,344 Total current assets 114,095 66,383 Restricted cash, net of current portion 894 1,624 Property and equipment, net 2,339 3,858 Operating lease right-of-use assets 397 6,015 Other assets 83 427 Total assets $ 117,808 $ 78,307 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 182 $ 1,210 Accrued expenses and other current liabilities 5,632 4,833 Current portion of deferred revenue 9,387 385 Operating lease liabilities, current portion 286 2,994 Other current liabilities 27 176 Total current liabilities 15,514 9,598 Deferred revenue, net of current portion 8,113 — Operating lease liabilities, net of current portion 1,688 5,493 Derivative tranche liability 44,760 — Other liabilities 29 72 Total liabilities 70,104 15,163 Commitments and contingencies (Note 7) Stockholders’ equity: Common stock, $ 0.0001 par value per share; 175,000,000 shares authorized as of December 31, 2025 and 2024; 51,902,614 issued and outstanding as of December 31, 2025; 20,161,073 and 20,145,129 shares issued and outstanding as of and December 31, 2024, respectively 6 2 Additional paid-in capital 339,854 274,895 Accumulated deficit ( 292,156 ) ( 211,753 ) Total stockholders’ equity 47,704 63,144 Total liabilities and stockholders’ equity $ 117,808 $ 78,307 The accompanying notes are an integral part of these consolidated financial statements. 109 TABLE OF CONTENTS CAMP4 Therapeutics Corporation Consolidated Statements of Operations and Comprehensive Loss (In thousands, except for share and per share data) Year ended December 31, 2025 2024 Revenue Research and collaboration revenue $ 3,498 $ 652 Operating expenses Research and development 38,202 38,817 General and administrative 17,357 14,923 Impairment of right-of-use asset 494 — Total operating expenses 56,053 53,740 Loss from operations ( 52,555 ) ( 53,088 ) Other (expense) income, net: Interest income 2,174 1,330 Change in fair value of derivative tranche liability ( 29,830 ) — Other expense ( 192 ) ( 33 ) Total other (expense) income, net ( 27,848 ) 1,297 Net loss $ ( 80,403 ) $ ( 51,791 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 2.65 ) $ ( 11.04 ) Weighted average shares of common stock outstanding, basic and diluted 30,380,567 4,690,094 Net loss attributable to common stockholders $ ( 80,403 ) $ ( 51,791 ) Other comprehensive income (loss) — — Total comprehensive loss $ ( 80,403 ) $ ( 51,791 ) The accompanying notes are an integral part of these consolidated financial statements. 110 TABLE OF CONTENTS CAMP4 Therapeutics Corporation Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (In thousands, except share amounts) Convertible preferred stock Common stock Additional paid-in capital Accumulated deficit Total stockholders’ equity (deficit) Shares Amount Shares Amount Balance as of December 31, 2023 130,648,426 $ 162,147 460,704 $ 1 $ 36,231 $ ( 159,962 ) $ ( 123,730 ) Vesting of restricted common stock — — 58,300 — — — — Stock option exercises — — 513,781 — 113 — 113 Conversion of convertible preferred stock into common stock upon initial public offering ( 130,648,426 ) ( 162,147 ) 11,648,582 1 162,146 — 162,147 Issuance of common stock upon initial public offering, net of issuance costs of $ 9,727 — — 7,463,762 — 72,373 — 72,373 Stock-based compensation expense — — — — 4,032 — 4,032 Net loss — — — — — ( 51,791 ) ( 51,791 ) Balance as of December 31, 2024 — — 20,145,129 2 274,895 ( 211,753 ) 63,144 Vesting of restricted common stock — — 15,943 — — — — Stock option exercises — — 24,127 — 51 — 51 Issuance of common stock in private placement and registered direct offering, net of issuance costs of $ 3,966 — — 31,717,415 4 57,309 — 57,313 Issuance of pre-funded warrants in private placement, net of issuance costs of $ 258 — — — — 3,601 — 3,601 Stock-based compensation expense — — — — 3,998 — 3,998 Net loss — — — — — ( 80,403 ) ( 80,403 ) Balance as of December 31, 2025 — $ — 51,902,614 $ 6 $ 339,854 $ ( 292,156 ) $ 47,704 The accompanying notes are an integral part of these consolidated financial statements. 111 TABLE OF CONTENTS CAMP4 Therapeutics Corporation Consolidated Statements of Cash Flows (In thousands) Year ended December 31, 2025 2024 Operating Activities Net loss $ ( 80,403 ) $ ( 51,791 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,639 1,696 Stock-based compensation expense 3,998 4,032 Change in fair value of derivative tranche liability 29,830 — Impairment of right-of-use asset 494 — Loss on the sale of property and equipment 258 — Non-cash gain on lease modification ( 316 ) — Non-cash lease expense 1,923 1,749 Non-cash interest expense 16 83 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 888 ) ( 711 ) Accounts payable ( 1,028 ) 168 Accrued expenses and other liabilities 805 1,531 Operating lease assets and liabilities ( 2,996 ) ( 2,704 ) Deferred revenue 17,115 385 Net cash used in operating activities ( 29,553 ) ( 45,562 ) Investing Activities Purchases of property and equipment ( 279 ) ( 441 ) Proceeds from the sale of property and equipment 36 — Net cash used in investing activities ( 243 ) ( 441 ) Financing Activities Proceeds from issuance of common stock, net of issuance costs of $ 3,966 and $ 5,747 , respectively 57,516 76,353 Proceeds from issuance of pre-funded warrants, net of issuance costs $ 258 3,601 — Proceeds allocated to the derivative tranche liability 14,930 — Proceeds from exercise of common stock options 51 113 Principal payments on financing obligation ( 97 ) ( 460 ) Principal payments on finance leases ( 111 ) ( 364 ) Payments of deferred issuance costs — ( 3,980 ) Net cash provided by financing activities 75,890 71,662 Net increase in cash, cash equivalents and restricted cash 46,094 25,659 Cash, cash equivalents and restricted cash at beginning of year 65,663 40,004 Cash, cash equivalents and restricted cash at end of period $ 111,757 $ 65,663 Supplemental disclosure of cash flow information: Conversion of convertible preferred stock upon initial public offering $ — $ 162,147 Finance lease right-of-use asset converted to fixed asset $ 290 $ 127 Issuance costs in accounts payable and accrued expenses $ 203 $ — The accompanying notes are an integral part of these consolidated financial statements. 112 TABLE OF CONTENTS CAMP4 Therapeutics Corporation Notes to Consolidated Financial Statements 1. Description of Business and Basis of Presentation Description of Business CAMP4 Therapeutics Corporation, formerly Marauder Therapeutics, Inc., and its subsidiary (collectively, the “Company”), is a clinical-stage biopharmaceutical company pioneering the discovery and development of a new class of RNA-targeting therapeutics with the goal of upregulating gene expression and restoring healthy protein levels to treat a broad range of genetic diseases. The Company is currently focusing on diseases of the central nervous system. The Company was organized in September 2015 and began operations in 2016. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative standards of U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s consolidated financial statements include the accounts of CAMP4 Therapeutics Corporation and its wholly-owned subsidiary, CAMP4 Therapeutics Pty Ltd (“CAMP4 AUS”), which was established on September 15, 2023. All intercompany balances and transactions have been eliminated in consolidation. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or balance sheets. Reverse Stock Split On October 3, 2024, the Company effected a one-for-11.2158 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. The par value and the number of authorized shares of the convertible preferred stock and common stock were not adjusted in connection with the reverse stock split. Initial Public Offering On October 15, 2024, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold an aggregate of 6,820,000 shares of its common stock at a price to the public of $ 11.00 per share, resulting in net proceeds of $ 65.8 million, after deducting underwriting discounts and commissions of $ 5.3 million and other offering expenses of $ 4.0 million. In addition, on November 1, 2024, the Company received additional proceeds of $ 6.6 million, after deducting underwriting discounts and commissions of $ 0.5 million, pursuant to the partial exercise by the underwriters of their option to purchase additional shares in the IPO. Collectively, the Company received aggregate net proceeds of $ 72.4 million. Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 11,648,582 shares of common stock (see Note 10). In connection with the completion of its IPO, on October 15, 2024, the Company’s certificate of incorporation was amended and restated to authorize 175,000,000 shares of common stock, par value $ 0.0001 per share and 25,000,000 shares of preferred stock, par value of $ 0.0001 per share. Private Placement On September 9, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with investors, pursuant to which the Company agreed to sell certain securities in up to two closings in a private placement transaction (the “Private Placement”). The initial closing of the Private Placement occurred on September 11, 2025 (the “Initial Closing”). At the Initial Closing, the Company issued 26,717,414 shares of the Company’s common stock and 6,003,758 pre-funded warrants for net cash proceeds of $ 46.7 million, after deducting $ 3.3 million in issuance costs and legal fees (see Notes 3 and 9). 113 TABLE OF CONTENTS Underwritten Offering On December 18, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC (“Leerink Partners”) relating to an offering of shares of the Company's common stock (the “Underwritten Offering”). The closing of the Underwritten Offering occurred on December 19, 2025. At the closing, the Company issued 5,000,000 shares of the Company’s common stock for net cash proceeds of $ 28.1 million, after deducting $ 1.9 million in issuance costs. Liquidity As of December 31, 2025, the Company had approximately $ 109.5 million of cash and cash equivalents and working capital of approximately $ 98.6 million. The Company has a relatively limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operations since its inception and, as of December 31, 2025, the Company had an accumulated deficit of $ 292.2 million. During the year ended December 31, 2025, the Company incurred a net loss of $ 80.4 million and had negative cash flows from operations of $ 29.6 million. The Company will continue to incur significant costs and expenses related to its ongoing operations until it successfully develops, obtains regulatory approval for and gains market acceptance of a product candidate and achieves revenues adequate to support the Company’s operations. From inception to December 31, 2025, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock and common stock, including the Underwritten Offering, the Initial Closing of the Private Placement, and its IPO, as well as through revenues from its license and collaboration agreements. The Company expects that its cash and cash equivalents as of December 31, 2025 will enable it to fund its operating expenses and capital expenditure requirements for at least 12 months from the date these consolidated financial statements were issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. To the extent these conditions or events change, the Company could deplete its available capital resources sooner than it currently expects. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates assumptions, and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures in the accompanying notes. The Company bases its estimates, assumptions and judgments on historical experience when available and on various factors that it believes to be reasonable under the circumstances as of the date of the accompanying consolidated financial statements, including the fair value of common stock prior to the Company’s IPO, stock-based compensation expense, accrued expenses, derivative tranche liability, lease accounting, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. In addition, other factors may affect estimates, including the expected business and operational changes, the sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from the estimates and assumptions used in the preparation of the accompanying consolidated financial statements under different assumptions or conditions. Cash and Cash Equivalents The Company considers all highly liquid investments and instruments with original maturities of 90 days or less that can be liquidated without prior notice or penalty to be cash equivalents. Cash equivalents primarily represent funds invested in readily available money market accounts. As of December 31, 2025 and 2024, the Company had cash and cash equivalents balances deposited at one major financial institution. Restricted Cash In connection with its operating leases, the Company is required to maintain security deposits, which were issued in the form of letters of credit with a bank. As of December 31, 2025 and 2024, the Company held cash in this amount in separate restricted bank accounts as collateral for the letters of credit. As of December 31, 2025 and 2024, the Company maintained $ 2.2 million and $ 1.6 million of restricted cash, respectively. Of the $ 2.2 million held as of December 31, 2025, $ 1.3 million is classified as short-term as the related restrictions are expected to lapse within the next 12 months. 114 TABLE OF CONTENTS The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the corresponding amounts shown in the consolidated statements of cash flows as of December 31, 2025 and 2024 (in thousands): 2025 2024 Cash and cash equivalents $ 109,517 $ 64,039 Restricted cash, current portion 1,346 — Restricted cash, net of current portion 894 1,624 Total cash, cash equivalents and restricted cash $ 111,757 $ 65,663 Concentration of Credit Risks Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions in the United States. These deposits are held in checking and money market accounts and may, from time to time, exceed the federally insured amounts. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant risk in its cash and cash equivalents. The primary objectives of the Company’s investment portfolio are the preservation of capital and maintenance of liquidity. The Company is subject to risks common to companies in the biopharmaceutical industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and collaboration partners, dependence on third-party manufacturers and competition from competing products in the marketplace. Fair Value Measurements The Company applies fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 —Observable inputs such as unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities the Company has the ability to access; Level 2 —Inputs (other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. The Company reviews the fair value hierarchy classification at each reporting date. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain assets or liabilities within the fair value hierarchy. The 115 TABLE OF CONTENTS Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Foreign Currency Remeasurement The Company’s reporting currency and the functional currency of its foreign subsidiary, CAMP4 AUS, is the United States Dollar (“USD”). At the date a foreign currency denominated transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction is measured initially in USD based on the exchange rate in effect at that date. Subsequently, at each balance sheet date, balances related to monetary assets and liabilities are adjusted to reflect the current exchange rate, which is the rate at which the related receivable or payable could be settled at that date. Foreign exchange transaction gains and losses are included in other income, net in the accompanying consolidated statements of operations and comprehensive loss and were de minimis for the years ended December 31, 2025 and 2024. Property and Equipment, Net Property and equipment, which are all located in the United States, are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Description Useful Life Computer and software Three years Laboratory equipment Five years Furniture and fixtures Seven years Leasehold improvements Shorter of asset life or remaining lease term Impairment of Long-Lived Assets The Company evaluates its long-lived assets, which consist of property and equipment, operating lease right-of-use (“ROU”) assets, and finance lease ROU assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If the asset is impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. The Company recognized a $ 0.5 million impairment loss for the year ended December 31, 2025. There were no impairment losses for the year ended December 31, 2024. Commitments and Contingencies Contractual Commitments The Company enters into contracts in the normal course of business with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), academic institutions and other third parties for preclinical and clinical research studies, testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by the Company upon prior written notice, although purchase orders for preclinical materials are generally non-cancellable. Payments due upon cancellation consist primarily of payments for services provided or expenses incurred, including non-cancellable obligations from the Company’s service providers, up to the date of cancellation or upon the completion of a manufacturing run. Indemnifications Indemnification Obligations The Company has entered into indemnification agreements with its officers and directors that require the Company to indemnify such individuals for certain events or occurrences while each such officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential future payments the Company could be required to make is, in many cases, unlimited. The Company has directors’ and officers’ liability insurance coverage that limits its exposure and enables the Company to recover a portion of any future amounts paid. 116 TABLE OF CONTENTS The Company leases office and laboratory space under operating leases. The Company has standard indemnification arrangements under the leases that require it to indemnify the landlords against all costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from any breach, violation or nonperformance of any covenant or condition of the Company’s leases. In the ordinary course of its business, the Company enters into indemnification agreements with certain suppliers and business partners pursuant to which the Company has certain indemnification obligations limited to the costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from the Company’s gross negligence or willful misconduct, and in certain instances, breaches, violations or nonperformance of covenants or conditions under the agreements. As of December 31, 2025 and 2024, the Company had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. The Company is subject to the possibility of loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss related to an asset, or the incurrence of a liability, as well as its ability to reasonably estimate the amount of the loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required. Legal Proceedings From time to time, the Company may become involved in litigation relating to claims arising from the ordinary course of business. Management believes that there are no claims or actions pending against the Company currently, the ultimate disposition of which would have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Leases In accordance with ASC 842, Leases , the Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a ROU asset and a lease liability on the consolidated balance sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded in the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. The Company enters into contracts that contain both lease and non-lease components. Non-lease components may include maintenance, utilities and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of ROU assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based upon the available information at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease assets are expensed using the straight-line method as an operating expense over the lease term. Finance lease assets are amortized to depreciation expense using the straight-line method. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. 117 TABLE OF CONTENTS Certain of the Company’s leases provide a lease incentive in the form of reimbursable leasehold improvements. Due to the unpredictability of the payout of leasehold improvement reimbursements, the Company recognizes a reduction to the ROU asset and the lease liability once it has incurred costs that qualify as reimbursable by the lessor. The reduction to the ROU asset is recognized prospectively over the remainder of the lease term. Certain of the Company’s leases include options to extend or terminate the lease. The amounts determined for the Company’s ROU assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options. In addition, the Company examines other contracts with suppliers, vendors and outside parties to identify whether such contracts contain an embedded lease and, as applicable, records such embedded leases in accordance with ASC 842, Leases . Derivative Tranche Liability The Private Placement includes a right provided to the investors to purchase the Company’s securities in two tranches. The second tranche was determined to be a freestanding instrument and accounted for as derivative tranche liability within the consolidated balance sheets. The derivative tranche liability was recorded at its fair value on issuance and is subsequently remeasured at the end of each reporting period, with non-cash changes in fair value recorded in the consolidated statements of operations until settlement. Revenue Recognition and Accounting for Collaboration Agreements Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC 606. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company uses judgment to determine: (a) the performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the recognition of revenue as services are performed under step (v) above. The Company also uses judgment to determine whether development milestones or other variable consideration except for royalties and sales-based milestones, should be included in the transaction price as described further below. The Company applies the five-step model to contracts when the arrangement is not a collaboration pursuant to ASC Topic 808, Collaborative Arrangements (“ASC 808”), and it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Collaborative Agreements The Company analyzes its collaboration agreements to assess whether they are within the scope of ASC 808 by determining whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and the collaboration partner are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606. If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, the Company recognizes the Company’s share of the allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. 118 TABLE OF CONTENTS Research and Development Expenses Research and development (“R&D”) expenses are recorded to operating expenses when incurred. The Company’s R&D expenses consist primarily of costs incurred in performing R&D activities, including personnel-related expenses such as salaries, stock-based compensation and benefits, facilities costs, depreciation and external costs of outside vendors engaged to conduct clinical and preclinical development activities and to manufacture a product candidate. The Company accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on preclinical trial milestones. Non-refundable advance payments for goods and services that will be used over time for R&D are deferred and capitalized as R&D prepaid expenses on the Company’s consolidated balance sheets. The capitalized amounts are recognized as an expense as the goods are delivered or as the related services are performed. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly. Costs to acquire technologies to be used in R&D that have not reached technological feasibility and have no alternative future use are also expensed as incurred. General and Administrative Expenses General and administrative (“G&A”) expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits, travel and stock-based compensation expenses for employees in executive, accounting and finance, business development, human resources, legal, and other administrative functions. Other significant G&A expenses include allocated facility-related costs, legal fees relating to corporate and intellectual property matters, professional fees for accounting, audit and tax services, consulting fees and insurance costs. G&A costs are expensed as incurred. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts are classified as G&A expenses. Offering and Issuance Costs Prior to the completion of an offering of common stock, direct offering costs are capitalized as deferred offering costs. The deferred offering costs are charged to additional paid-in capital for offerings of common stock or as a reduction in the carrying value of preferred stock for offerings of preferred stock. As of December 31, 2025 and 2024, the Company had no deferred offering costs recorded. During the year ended December 31, 2025, the Company incurred $ 5.2 million of costs related to the issuance of common stock and pre-funded warrants in the Private Placement and the Underwritten Offering. Of this amount, $ 4.2 million was recognized as a reduction in the carrying value of the common stock and pre-funded warrants issued and $ 1.0 million allocated to the derivative tranche liability was expensed to general and administrative expense as incurred. During the year ended December 31, 2024, the Company recorded $ 4.0 million of offering costs related to the issuance of common stock in the IPO and recognized this amount as a reduction in the carrying value of the common stock issued. Stock-Based Compensation The Company periodically grants equity-based awards in the form of stock options and restricted stock to employees, directors and non-employees and records stock-based compensation expenses based on their estimated fair value at the grant date. The Company estimates the fair value of stock options using the Black-Scholes option-pricing model as of the grant date. Stock-based compensation expenses are recognized in the accompanying consolidated statements of operations and comprehensive loss on a straight-line basis over the requisite service period, which is typically the vesting period. Determining the appropriate fair value model and related input assumptions requires judgment. Prior to the IPO, the fair value of the Company’s common stock was determined by the Company’s Board of Directors (the “Board”) at the time of each option grant by considering several objective and subjective factors. These factors included the valuation of a select group of representative public companies within the industry that focus on biotechnology that the Board believed was comparable to the Company’s operations; operating and financial performance; the lack of liquidity of the common stock and trends in the broader economy and biotechnology industry also impact the determination of the fair value of the common stock. For awards granted after the Company’s IPO, the grant date fair value of common stock was determined by using the closing price per share of the Company’s common stock. 119 TABLE OF CONTENTS The other inputs to the Black-Scholes option-pricing model include the following: • The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect at the time of stock option grant for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term; • The dividend yield is zero as the Company has not paid dividends and does not anticipate paying a cash dividend in the foreseeable future; • The expected term for options granted is calculated using the simplified method and represents the average time that options are expected to be outstanding based on the mid-point between the vesting date and the end of the contractual term of the award; and • Expected volatility is derived from the historical volatility of a select group of representative companies, for a look-back period commensurate with the expected term of the stock options, as the Company has limited trading history of common stock. The Company recognizes forfeitures related to stock-based compensation awards as they occur. The Company classifies stock-based compensation expense in the consolidated statement of operations and comprehensive loss in the same way the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the use of the asset and liability method of accounting for income taxes. The current or deferred tax consequences of a transaction are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable currently or in future years. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities and expected future tax consequences of events that have been included in the consolidated financial statements or tax returns using enacted tax rates in effect for the year in which the differences are expected to reverse. Under this method, a valuation allowance is used to offset deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. Management evaluates the recoverability of deferred taxes and the adequacy of the valuation allowance at each reporting period (see Note 13, Income Taxes ). The Company follows the provisions of ASC 740 relative to accounting for uncertain tax positions. These provisions provide guidance on the recognition, de-recognition and measurement of potential tax benefits associated with tax positions. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company had no reserves related to uncertain tax positions as of December 31, 2025 and 2024. As applicable, the Company recognizes accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2025 and 2024, the Company did not accrue any potential interest or penalties. The Company is required to file federal and state income tax returns in the U.S. and foreign income tax returns in Australia. The preparation of tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities for the tax years ended December 31, 2020 and beyond. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Net Loss Per Share Attributable to Common Stockholders The Company determined all of its convertible preferred stock qualified as participating securities, as defined in ASC 260, Earnings Per Share (“ASC 260”). Under ASC 260, securities are considered participating securities if the securities may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. In accordance with ASC 260, a company is required to use the two-class method when computing net income (loss) per share when a company has securities that qualify as participating securities. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed 120 TABLE OF CONTENTS earnings. Diluted net loss per share for the Company’s common stock is computed using the more dilutive of the two-class method or the if-converted method. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss per share attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options to purchase common stock, unvested restricted stock awards, and shares of convertible preferred stock are considered potential dilutive common shares. The Company has generated a net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. See Note 15, “Net Loss Per Share Attributable to Common Stockholders,” for further information. Emerging Growth Company Status The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not an EGC. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. Recently Issued Accounting Standards Accounting standards not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures . The guidance includes the requirement that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). It also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received) and requires that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. Lastly, the guidance eliminates the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. The guidance should be applied on a prospective basis. Retrospective application is permitted. Other than the provision of additional disclosures related to the Company’s income taxes, the adoption of this standard, which was done on a retrospective basis, did not materially impact the Company’s financial statements. See Note 13, “Income Taxes,” for further information. In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. For public business entities, the guidance is effective for interim and annual periods beginning after December 15, 2026. Early adoption is permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. The guidance may be applied on a prospective basis or retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance may have on its consolidated financial statements. 121 TABLE OF CONTENTS 3. Fair Value Measurements Financial Assets The following tables present the financial instruments carried at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands): 2025 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 106,934 $ — $ — $ 106,934 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 60,819 $ — $ — $ 60,819 Derivative Tranche Liability The following table presents the derivative tranche liability (see Note 9) carried at fair value on a recurring basis as of December 31, 2025 (in thousands) in accordance with the ASC 820 hierarchy and was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. There was no derivative tranche liability as of December 31, 2024. Fair Value Measurements as of December 31, 2025 Level 1 Level 2 Level 3 Total Liabilities Derivative tranche liability $ — $ — $ 44,760 $ 44,760 The derivative tranche liability is valued using a Monte Carlo simulation model, which uses certain assumptions, including annual volatility. The range of volatilities of comparable public companies utilized was 49.0 % - 131.3 % as of December 31, 2025. The volatility utilized in the Monte Carlo option-pricing model was determined by using the 75th percentile. The following table presents the assumptions used to determine the fair value of the derivative tranche liability for the issuance date, September 11, 2025, and as of December 31, 2025: September 11, 2025 December 31, 2025 Expected volatility 73.0 % 96.0 % Risk-free interest rate 3.53 % 3.42 % Expected term (in years) 1.33 1.03 Probability of achieving specified conditions 25.0 % 25.0 % Share price $ 2.78 $ 6.13 The following table provides a roll-forward of the aggregate fair value of the derivative tranche liability categorized with Level 3 inputs (in thousands): Balance as of December 31, 2024 $ — Issuance 14,930 Change in fair value 29,830 Balance as of December 31, 2025 $ 44,760 The non-cash change in fair value of the derivative tranche liability was primarily due to the increase in the price per share of the Company’s common stock from the issuance date to December 31, 2025. 122 TABLE OF CONTENTS The carrying amounts reflected in the consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values which approximate their fair values. 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2025 and 2024 (in thousands): 2025 2024 Prepaid research and development $ 1,504 $ 979 Prepaid insurance costs 559 591 Software and subscriptions 402 337 Variable lease expenses 270 118 Unbilled receivable 155 — Federal R&D tax credit receivable — 108 Other 342 211 Prepaid expenses and other current assets $ 3,232 $ 2,344 5. Property and Equipment, Net Property and equipment, net consisted of the following as of December 31, 2025 and 2024 (in thousands): 2025 2024 Leasehold improvements $ 4,518 $ 4,518 Laboratory equipment 4,106 4,078 Computer and software 938 969 Furniture and fixtures 524 524 Total property and equipment 10,086 10,089 Less: accumulated depreciation and amortization ( 7,747 ) ( 6,231 ) Property and equipment, net $ 2,339 $ 3,858 During the years ended December 31, 2025 and 2024, title of a finance lease ROU asset for laboratory equipment with cost totaling $ 0.5 million and $ 0.3 million, respectively, transferred to the Company. The laboratory equipment had accumulated depreciation of $ 0.2 million and $ 0.2 million, respectively. The Company incurred depreciation and amortization expense of $ 1.6 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively. Depreciation and amortization expense for the years ended December 31, 2025 and 2024 includes nominal finance lease ROU asset amortization. During the year ended December 31, 2025, the Company vacated the Boulder, Colorado lease location (see Note 7). As a result, the Company sold laboratory equipment with a net book value of $ 0.3 million and recognized a nominal loss on the sale. 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2025 and 2024 (in thousands): 2025 2024 Employee compensation and benefits $ 2,642 $ 3,111 External R&D expenses 1,828 524 Professional fees 1,073 661 Other 89 537 Accrued expenses and other current liabilities $ 5,632 $ 4,833 123 TABLE OF CONTENTS 7. Commitments and Contingencies Operating Leases Cambridge and Watertown Leases The Company currently leases approximately 30,000 square feet of office and laboratory space in Cambridge, Massachusetts (the “Cambridge Lease”). The Cambridge Lease was originally set to expire on June 30, 2027. On December 22, 2025, the Company entered into an amendment to the Cambridge Lease, which provided for rent abatements and refunds and accelerated the termination of the lease to the date thirty days after the commencement of the Watertown Lease (as defined below). The amendment did not result in the Company relinquishing control of the leased premises until the revised termination date. Concurrently, on December 22, 2025, the Company entered into a lease agreement for approximately 44,000 square feet of laboratory and office space in Watertown, Massachusetts (the “Watertown Lease”) with an affiliate of the Cambridge lessor. The Watertown Lease will commence upon delivery of the premises and availability for use (the “Watertown Lease Commencement Date”), which is contractually targeted to occur approximately 180 days following execution. The initial lease term extends through June 30, 2030. The Cambridge Lease amendment and the Watertown Lease were negotiated contemporaneously as part of a coordinated relocation transaction with affiliated lessors. Accordingly, the Company combined the arrangements for accounting purposes under ASC 842 and determined that the combined contract contains two separate lease components: (i) the modified Cambridge Lease and (ii) the Watertown Lease. The total consideration of the combined contract, including contractual Watertown rent, the lease modification fee (as described below) and rent refunds, was allocated to each lease component based on relative standalone prices at the effective date of the modification. As a result of the modification, the Company remeasured the Cambridge Lease right-of-use asset and lease liability to zero and $ 1.1 million, respectively, and recorded a gain of approximately $ 0.3 million during the year ended December 31, 2025, reflecting the net impact of the remeasurement based on the allocated consideration. The gain is included within general and administrative expense and research and development expense in the consolidated statement of operations and comprehensive loss as $ 0.1 million and $ 0.2 million, respectively. In connection with the relocation transaction, the Company agreed to pay a lease modification fee of approximately $ 2.1 million, payable in installments commencing after the Company relinquishes control of the Cambridge premises. The portion of the modification fee allocated to the Cambridge Lease was included in the remeasurement described above, and the remainder was allocated to the Watertown Lease component. As of December 31, 2025, the Watertown Lease had not commenced and, accordingly, no right-of-use asset or lease liability had been recognized for that lease component. The Watertown Lease includes an initial rent-free period of approximately 18 months. It also provides for the use of certain lessor-owned laboratory equipment during the lease term which will be accounted for as a lease incentive related to the Watertown Lease and will reduce the right-of-use asset upon lease commencement. The Watertown Lease includes an option to extend the lease term for an additional five-year period at market rates. The Company will determine the appropriate incremental borrowing rate and recognize the related right-of-use asset and lease liability upon commencement. Boulder Lease The Company currently leases approximately 5,300 square feet of office and lab space in Boulder, Colorado (the “Boulder Lease”). The Boulder Lease is a five-year lease that commenced on September 1, 2023 and expires on September 30, 2028. As the rate implicit for the Boulder Lease was not readily determinable, the Company used its incremental borrowing rate of 7.12 % as of the commencement date. At commencement of the Boulder Lease, the Company recorded $ 1.4 million of operating ROU assets, $ 0.2 million of current operating lease liabilities and $ 1.2 million of non-current operating lease liabilities. During the year ended December 31, 2025, the Company vacated its Boulder, Colorado facility. The Company is currently pursuing sublease opportunities for the space. During the year ended December 31, 2025, it was determined that the market rate for similar space is less than the rate the Company is paying under the Boulder Lease. As a result, the Company recognized in the consolidated statement of operations an impairment charge of $ 0.5 million related to the right of use (“ROU”) asset during the year ended December 31, 2025. As of December 31, 2025, the Company had $ 0.4 million 124 TABLE OF CONTENTS of ROU assets, $ 0.3 million of current operating lease liabilities and $ 0.6 million of non-current operating lease liabilities related to the Boulder Lease. The table below summarizes the Company’s operating lease costs for the years ended December 31, 2025 and 2024 (in thousands except for lease terms and borrowing rates): 2025 2024 Lease cost Operating lease cost $ 2,392 $ 2,436 Short-term lease cost 56 54 Variable lease expense 1,377 1,362 Total lease cost $ 3,825 $ 3,852 Other information Operating cash flows used for operating leases $ 3,463 $ 3,390 Weighted-average remaining lease term in years 3.7 2.7 Weighted-average incremental borrowing rate 6.87 % 6.72 % Maturities of operating lease liabilities as of December 31, 2025 were as follows (in thousands): 2026 $ 336 2027 648 2028 581 2029 329 2030 167 Total lease payment 2,061 Less: amount representing imputed interest ( 87 ) Total future minimum lease obligations $ 1,974 Legal Proceedings A liability for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources is recorded in the consolidated financial statements if it is determined that it is probable that a loss has been incurred and the amount (or range) of the loss can be reasonably estimated. There are no matters currently outstanding for which any liabilities have been accrued or require disclosure. 8. Collaboration and License Agreements In-License Agreements Children’s Medical Center Corporation In April 2018, the Company entered into a development and license agreement (the “CMCC Agreement”) with Children’s Medical Center Corporation (“CMCC”). The CMCC Agreement allows the Company to use CMCC’s proprietary intellectual property to conduct research, development and commercialization of products utilizing CMCC’s proprietary intellectual property in return for specified payments. The proprietary intellectual property licensed pursuant to this agreement is related to certain legacy programs the Company is not pursuing, which were subsequently sublicensed to Fulcrum Therapeutics, Inc. (“Fulcrum”), as described below. As part of the CMCC Agreement, the Company issued a total of 15,123 shares of common stock to CMCC and its affiliates based on the fair value of the common stock on the date of issuance. The Company is obligated to pay potential development milestone payments under the terms of the CMCC Agreement of up to $ 7.7 million for the first licensed target, $ 3.9 million for the second licensed target and $ 1.9 million for the third licensed target upon the achievement of certain specified contingent events. If commercial sales of a licensed product commence, the Company will pay CMCC royalties at percentage rates ranging in the low- to mid-single digits on net sales of licensed products in countries where such product is protected by patent rights. The Company incurred de minimis royalties owed to CMCC for each of the years ended December 31, 2025 and 2024 under the CMCC Agreement and recorded the amounts in R&D expense in the consolidated statement of operations and comprehensive loss. During the 125 TABLE OF CONTENTS year ended December 31, 2025, the Company received a $ 0.6 million milestone payment pursuant to the Fulcrum Agreement, which is in part, a sublicense of rights granted to the Company under the CMCC Agreement. For the year ended December 31, 2025, the Company incurred a ten percent sublicense fee on the $ 0.6 million Fulcrum milestone under the CMCC Agreement. No such sublicense fee was incurred during the year ended December 31, 2024. The Company re-evaluates the likelihood of achieving future milestones at the end of each reporting period. As of December 31, 2025, the Company determined that the likelihood of achieving future milestones was not probable. Whitehead Institute for Biomedical Research In October 2019, the Company entered into a patent license agreement (as subsequently amended, the “Whitehead Agreement”) with the Whitehead Institute for Biomedical Research (“Whitehead”). Under the Whitehead Agreement, the Company was granted a worldwide, royalty-bearing, sublicensable license under certain patent rights owned or controlled by Whitehead. Upon entering into the Whitehead Agreement, the Company paid an initial $ 0.1 million license issuance fee, and has paid de minimis additional fees in connection with subsequent amendments to the Whitehead Agreement. The Company is obligated to pay annual license maintenance fees for the term of the Whitehead Agreement. In addition, the Company is obligated to pay certain filing, prosecution and maintenance fees with respect to certain patent rights licensed. The Company is also obligated to pay potential development milestone payments to Whitehead of up to $ 1.9 million upon the achievement of certain specified contingent events. In addition, if the Company successfully commercializes a product under the Whitehead Agreement, it is obligated to pay tiered royalties at percentage rates ranging from less than one percent to the mid-single digits of net sales or of running royalties of net sales, subject to specified reductions, until either the last-to-expire valid claim of a Whitehead patent covering the product or seven years after the first commercial sale, in each case on a product-by-product and country-by-country basis. The Company incurred fees of $ 0.2 million and $ 0.3 million under the Whitehead Agreement during the years ended December 31, 2025 and 2024, respectively. Out-License Agreement Fulcrum Therapeutics, Inc. In July 2023, the Company entered into a license agreement (the “Fulcrum Agreement”) with Fulcrum. Under the Fulcrum Agreement, the Company granted an exclusive license related to the Company’s intellectual property (“IP”) and granted a non-exclusive sublicense for IP obtained through the CMCC Agreement. In exchange for the license rights, Fulcrum paid the Company a $ 0.4 million upfront payment. In the event that Fulcrum achieves certain development and commercial milestones, Fulcrum is obligated to pay the Company milestone payments ranging from $ 0.6 million to $ 20.0 million depending on the product developed and milestone achieved. In addition, under the Fulcrum Agreement there are potential de minimis minimum annual royalty payments as well as sales-based royalties of up to the low-double digits upon commercialization. The Company assessed this arrangement in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and concluded that the contract counterparty, Fulcrum, is a customer. In accordance with ASC 606, the Company determined that there is one performance obligation in the Fulcrum Agreement, consisting of the exclusive and non-exclusive license rights granted to Fulcrum. The transaction price was comprised of the fixed consideration of $ 0.4 million and was recognized upon transfer of control of the licenses at a point in time upon contract execution. The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. The sales-based royalty fee qualifies for the royalty constraint exception and does not require an estimate of the future transaction price. During the year ended December 31, 2025, the Company received variable consideration of $ 0.6 million related to a milestone payment which, as of the effective date of the Fulcrum Agreement, was included in the transaction price and fully constrained. For the year ended December 31, 2025, the Company recognized $ 0.6 million as research and collaboration revenue. No such research and collaboration revenue was recorded under the Fulcrum agreement during the year ended December 31, 2024. All variable consideration is remeasured and reassessed each reporting period. As of and for the years ended December 31, 2025 and 2024, the Company determined all other remaining variable consideration was fully constrained. 126 TABLE OF CONTENTS Collaborative Arrangement Eli Lilly and Company In July 2023, the Company executed a Material Transfer Agreement (as amended, the “MTA”) with Eli Lilly and Company (“Eli Lilly”). As part of the MTA, the Company and Eli Lilly agreed to perform R&D activities to generate up to three antisense oligonucleotides (“ASOs”) in accordance with a prescribed work plan. As of December 31, 2025, the Company had completed all of the R&D activities allocated to it under the work plan and the MTA had expired in accordance with its terms. The Company evaluated the MTA under ASC Topic 808, Collaborative Arrangements and concluded that it is a collaboration arrangement. The Company and Eli Lilly jointly oversaw the R&D activities under the MTA. In addition, both parties were exposed to significant risks and potential rewards under the MTA. During the years ended December 31, 2025 and 2024, the Company recorded $ 0.1 million and $ 0.5 million, respectively, as a reduction in R&D expense in the consolidated statement of operations and comprehensive loss as a result of the earned R&D reimbursement from Eli Lilly. Additionally, the Company had no deferred liability balance as of December 31, 2025 and a de minimis liability as of December 31, 2024. Research and Collaboration Agreements BioMarin Pharmaceutical Inc. In September 2024, the Company entered into a Collaboration and License Agreement (the “BioMarin Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”). Under the terms of the BioMarin Agreement, BioMarin paid the Company an upfront, nonrefundable payment of $ 1.0 million, and reimbursed the Company for certain research activities. In November 2025, BioMarin provided notice of its election to terminate the BioMarin Agreement, which termination became effective in February 2026. The Company assessed this arrangement in accordance with ASC 606 and concluded that BioMarin is a customer and there is one combined performance obligation, which includes performance of R&D activities in accordance with a contractual work plan, participation in a joint steering committee, the grant of an exclusive license to BioMarin, the grant of a non-exclusive license to the data resulting from performance of the R&D activities, and providing quarterly progress reports. The transaction price was determined to be fixed consideration of $ 3.8 million. The work was performed during 2024 and 2025 and revenue was recognized over time based upon a cost-to-cost method. During the years ended December 31, 2025, and 2024 the Company recognized $ 2.9 million and $ 0.7 million, respectively, in collaboration revenue under the BioMarin Agreement. Additionally, the Company recognized deferred revenue of $ 0.3 million on the consolidated balance sheet as of December 31, 2024 and none as of December 31, 2025. The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the year ended December 31, 2025, the Company determined the variable consideration was fully constrained. Following the termination of the BioMarin Agreement, the Company does not expect to receive any additional variable consideration. GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”) In December 2025, the Company entered into a Research, Collaboration and License Agreement (the “GSK Agreement”) with GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”). Under the terms of the GSK Agreement, GSK paid the Company a one-time, nonrefundable upfront payment of $ 17.5 million. In addition, the Company is eligible to receive up to $ 440.0 million in development and commercial milestone payments, subject to achievement of specified criteria, as well as tiered royalties on annual net sales of licensed products ranging from the low- to mid-single digits during a defined royalty term for each licensed product. The GSK Agreement may be terminated in its entirety or on a Collaboration Target-by-Collaboration Target basis (as defined in the GSK Agreement) for convenience by GSK and may also be terminated by either the Company or GSK under certain other circumstances, including material breach, as set forth in the GSK Agreement. The term of the GSK Agreement continues on a country-by-country and product-by-product basis until the expiration of the applicable royalty term, unless terminated earlier in accordance with its terms. The Company assessed this arrangement in accordance with ASC 606 and concluded that GSK is a customer and there is one combined performance obligation, which includes performance of R&D activities in accordance with a contractual work plan, participation in a joint steering committee, the grant of an exclusive license to GSK, the grant of a non-exclusive license to the data resulting from performance of the R&D activities, and providing quarterly progress 127 TABLE OF CONTENTS reports. The transaction price was determined to be fixed consideration of $ 17.5 million . The work is expected to begin in 2026 and revenue will be recognized over time based upon a cost-to-cost method. There was no collaboration revenue under the GSK Agreement recognized during the year ended December 31, 2025. Additionally, the Company recognized a contract liability in short-term deferred revenue of $ 9.4 million and long-term deferred revenue of $ 8.1 million on the consolidated balance sheet as of December 31, 2025 related to the upfront payment. The arrangement includes significant variable consideration primarily in the form of milestone payments, which is fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for the year ended December 31, 2025, the Company determined the variable consideration was fully constrained. 9. Derivative Tranche Liability Pursuant to the Purchase Agreement, subject to the occurrence of the second closing triggers, the Company has agreed to sell and the investors have agreed to purchase at a closing (the “Second Closing”) up to 32,681,866 shares of the Company’s common stock or pre-funded warrants in lieu thereof at a purchase price of $ 1.53 per share and $ 1.5299 per pre-funded warrant, and directors, consultants and members of management have agreed to purchase an additional 39,306 shares of the Company’s common stock at a purchase price of $ 1.65 per share, for gross proceeds to the Company of up to approximately $ 50.1 million. The Second Closing triggers include a certain regulatory milestone and either of the following: 1. the achievement of a volume weighted average price per share of equal to or greater than $ 7.50 , as defined in the Purchase Agreement, measured during any ten consecutive trading days during the thirty trading days following the date of the Company’s first announcement of the regulatory milestone (the “Price Threshold”), or 2. the Company’s receipt of a signed written notice from investors holding a majority of the Securities outstanding that waives the Price Threshold for purposes of the Second Closing in which case, only the waiving investors will be obligated to participate. The obligation to issue and purchase securities was concluded to be a forward contract derivative liability and was measured at fair value using a probability weighted model at the issuance date. The initial fair value (Level 3) of the forward contract was $ 14.9 million and was recorded as a derivative tranche liability. For the year ended December 31, 2025, the derivative tranche liability was remeasured to $ 44.8 million with a change in fair-value of $ 29.8 million recorded in the consolidated statements of operations and comprehensive loss. 10. Stockholders’ Equity Convertible Preferred Stock Upon the closing of the IPO, all of the currently outstanding convertible preferred stock automatically converted into 11,648,582 shares of common stock. As of December 31, 2023, the Company’s convertible preferred stock consisted of the following (in thousands, except share amounts): Authorized shares Shares issued and outstanding Liquidation Value Common stock issuable upon conversion Series A Prime 68,173,692 62,389,791 $ 62,381 5,562,653 Series B 81,499,592 68,258,635 $ 100,504 6,085,929 Common and Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $ 0.0001 par value common stock and up to 25,000,000 shares of $ 0.0001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of 128 TABLE OF CONTENTS the Company’s common stock, or delaying or preventing a change in control. As of December 31, 2025, no shares of preferred stock were outstanding. Each share of common stock entitles the holder to one vote, together with the holders of any preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of December 31, 2025, no cash dividends have been declared or paid. Recent Equity Financings - Private Placement The Initial Closing of the Private Placement occurred on September 11, 2025. At the Initial Closing, the Company issued and sold 26,681,053 shares of the Company’s common stock priced at $ 1.53 per share to certain investors, some of which were affiliated with directors of the Company, and 36,361 shares of common stock priced at $ 1.65 to directors, management and consultants of the Company (collectively, the “Shares”). In lieu of common stock, certain investors were sold pre-funded warrants to purchase 6,003,758 shares of common stock (the “Warrant Shares,” and together with the Shares, the “Securities”) at an offering price of $ 1.5299 per pre-funded warrant. Gross proceeds to the Company totaled $ 50.1 million before deducting $ 3.3 million of placement agent fees and other expenses. The pre-funded warrants in the Initial Closing, and those that may be issued in the conditional Second Closing, have an exercise price of $ 0.0001 per Warrant Share, subject to customary adjustments, will be exercisable at any time after original issuance, will not expire until exercised in full, and will be exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99 %. In connection with the Private Placement, on November 3, 2025, the Company filed an initial registration statement on Form S-3 (the “Initial Registration Statement”) with the SEC, which subsequently became effective, to register for resale the Shares and, as applicable, the Warrant Shares, issued in the Initial Closing. If applicable, within 30 days of the Second Closing and subject to certain allowable delays, the Company will prepare and file a second registration statement (the “Second Registration Statement”) with the SEC to register for resale the shares and, as applicable, the warrant shares, in each case that are issued in connection with the Second Closing. The Company will use reasonable best efforts to cause any Second Registration Statement and any amendments thereto to promptly become effective, but in no event later than the earlier of (i) the 75 th calendar day following any Second Registration Statement filing date and (ii) the fifth business day after the date the Company is notified by the SEC that any Second Registration Statement, as applicable, will not be “reviewed” or will not be subject to further review. The Company concluded that the pre-funded warrants issued in the Initial Closing met the conditions to be classified as equity instruments. Recent Equity Financings - Registered Underwritten Offering On November 10, 2025, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which subsequently became effective. Pursuant to the Shelf Registration Statement, the Company may offer and sell up to $ 300.0 million of a variety of securities, including common stock, preferred stock, warrants or debt securities. Pursuant to the Shelf Registration Statement, on December 18, 2025, the Company entered into an underwriting agreement with Leerink Partners relating to an offering of 5,000,000 shares of its common stock at an offering price of $ 6.00 per share. The closing took place on December 19, 2025 and gross proceeds from the offering were $ 30.0 million, before deducting $ 1.9 million in issuance costs. At-the-Market Sales Agreement In connection with the filing of the Shelf Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners, as sales agent, pursuant to which it may issue and sell shares of its common stock for a maximum aggregate offering price of up to $ 100.0 million, which is included in the $ 300.0 million of securities that may be offered pursuant to the Shelf Registration Statement. Pursuant to the Sales Agreement, the Company will pay the sales agent a commission rate of up to 3.0 % of the gross proceeds from the sale of any shares of its common stock. The Company is not obligated to make any sales of shares of its common stock under the Sales Agreement. During the year ended December 31, 2025, the Company did not issue any shares of its common stock under the Sales Agreement. 129 TABLE OF CONTENTS Reserved Shares As of December 31, 2025, the Company has reserved the following shares of common stock for future issuance: Shares issuable upon settlement of derivative tranche liability in the Private Placement 32,681,866 Pre-funded warrants outstanding 6,003,758 Stock options outstanding 4,383,641 Shares reserved for future issuance under the 2024 Equity Incentive Plan and ESPP 854,553 Warrant outstanding 142 Total 43,923,960 11. Stock-Based Compensation 2024 Equity Incentive Plan In October 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock unit awards, and other stock-based awards to employees, directors, and non-employee service providers of the Company. Awards granted under the 2024 Plan expire no later than ten years from the date of grant. The price of stock options shall not be less than 100 % of the estimated fair value on the date of grant and typically vest over a four-year period, although awards may be granted with different vesting terms. The 2024 Plan initially reserved 2,143,039 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (i) 5 % of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 Plan, an additional 604,832 shares of common stock were added to the number of shares reserved for issuance under the 2024 Plan, effective January 1, 2025. As of December 31, 2025, there were 438,640 shares of common stock reserved and available for issuance pursuant to the 2024 Plan. On January 1, 2026, 2,595,130 shares of common stock were added and were available for grant under the 2024 Plan. 2024 Employee Stock Purchase Plan In October 2024, the Company adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective in connection with the Company’s IPO. The 2024 ESPP initially reserved 214,303 shares of common stock for the issuance of future awards and provides for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (1) 1 % of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (2) the number of shares determined by the Company’s Board of Directors on or prior to such date for such year. Pursuant to the terms of the 2024 ESPP, an additional 201,610 shares of common stock were added to the number of shares reserved for issuance under the 2024 ESPP, effective January 1, 2025. As of December 31, 2025, there were 415,913 shares of common stock reserved and available for issuance pursuant to the 2024 ESPP. On January 1, 2026, 519,026 shares of common stock were added and were available for grant under the 2024 ESPP. The 2024 ESPP permits eligible employees to enroll in six-month offering periods. Participants may purchase shares of the Company’s common stock, through payroll deductions, at a price equal to 85 % of the fair market value of the common stock on the first or last day of the applicable offering period, whichever is lower. Purchase dates under the 2024 ESPP occur on or about January 1 and July 1 each year. On January 1, 2026, employees of the Company purchased an aggregate of 15,562 shares under the 2024 ESPP. 2016 Equity Incentive Plan In 2016, the Company adopted the Marauder Therapeutics, Inc. 2016 Stock Option and Grant Plan (the “2016 Plan”) that provided for the grant of stock options, restricted stock units, and other stock-based awards to employees, directors, and non-employee service providers of the Company. The 2016 Plan was suspended in connection with the Company’s IPO and no further grants will be made. The 2016 Plan continues to govern the terms and conditions of outstanding awards granted under the 2016 Plan. 130 TABLE OF CONTENTS Stock Option Activity The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2025 and 2024 were as follows: 2025 2024 Expected volatility 86.25 % 97.20 % Risk-free interest rate 3.93 % 3.98 % Expected dividend yield 0 % 0 % Expected term (in years) 6.65 5.99 The weighted average fair value of stock options granted during the years ended December 31, 2025 and 2024 was $ 4.41 and $ 8.09 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was de minimis and $ 6.6 million, respectively. The Company issued $ 1.0 million of promissory notes to certain executives during the year ended December 31, 2021 in order for them to early exercise stock options. Management concluded the promissory notes are recourse in form but non-recourse in substance as the Company does not intend to seek repayment beyond the shares issued. The promissory notes are therefore treated as an option for accounting purposes and are not recorded on the consolidated balance sheet. Stock-based compensation expense is recorded, accordingly. The exercise price used in determining the fair value of the stock options includes the interest earned on the notes and the expected term is five years , reflecting the term of the notes. The early exercised shares were not outstanding for accounting purposes before repayment of the notes. During the year ended December 31, 2024, the promissory notes were forgiven, resulting in 491,110 shares of common stock that had been exercised early being treated as outstanding for accounting purposes. The following table summarizes stock option activity for the year ended December 31, 2025 (in thousands, except share and per share amounts): Number of outstanding options Weighted average exercise price Weighted average remaining contractual term in years Aggregate intrinsic value Balance as of December 31, 2024 2,119,425 $ 7.87 7.98 $ 751 Granted 2,501,696 $ 5.09 Forfeited/Cancelled ( 213,352 ) $ 6.26 Exercises ( 24,128 ) $ 2.12 $ 45 Balance as of December 31, 2025 4,383,641 $ 6.39 8.37 $ 3,308 Vested and expected to vest as of December 31, 2025 4,383,641 $ 6.39 8.37 $ 3,308 Exercisable as of December 31, 2025 1,624,775 $ 7.11 6.66 $ 1,255 The Company recorded stock-based compensation expense related to stock options of $ 4.0 million and $ 3.8 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, there was $ 11.8 million of unrecognized stock option stock-based compensation expense which is expected to be recognized over a weighted average period of 2.6 years. A summary of restricted stock award activity for the year ended December 31, 2025 is a follows: Number of shares Weighted average fair value Unvested as of December 31, 2024 15,943 $ 1.75 Vested ( 15,943 ) $ 1.75 Unvested as of December 31, 2025 — $ — 131 TABLE OF CONTENTS All restricted common stock awards were initially issued at a price determined to be fair value on the date of grant. The Company recognizes forfeitures as they occur. As of December 31, 2025, all outstanding restricted common stock awards were fully vested. The fair value of shares that vested during each of the years ended December 31, 2025 and 2024 was nominal. The following table presents the classification of stock-based compensation expense for the years ended December 31, 2025 and 2024 is as follows (in thousands): 2025 2024 R&D $ 1,986 $ 1,876 G&A 2,012 2,156 Total $ 3,998 $ 4,032 The Company has not recognized and does not expect to recognize in the near future, any tax benefit related to employee stock-based compensation expense as a result of the full valuation allowance related to its net deferred tax assets. 12. Employee Benefit Plan On January 1, 2017, the Company’s board of directors approved the Company’s 401(k) retirement plan (the “401(k) Plan”). Employees of the Company are eligible to participate in the 401(k) Plan. Participants may contribute up to 100 % of their annual compensation to the 401(k) Plan, subject to statutory limitations. Effective January 1, 2022, under the 401(k) Plan “Safe Harbor Match,” the Company matches 100 % of the first 3 % of employee contributions and these contributions vest in full at the time of match. For each of the years ended December 31, 2025 and 2024, the Company made matching contributions of $ 0.3 million. 13. Income Taxes For the years ended December 31, 2025 and 2024, no income tax expense was recorded due to the Company’s net operating loss (“NOL”) and full valuation allowance. The Company’s effective tax rate of zero differs from the U.S. statutory tax rate of 21% primarily because of the valuation allowance maintained against the Company’s net deferred tax assets. A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2025 and 2024: 2025 2024 Income tax computed at federal statutory rate $ 16,886 21 % $ 10,876 21 % Foreign Tax Effects ( 164 ) 0.20 ( 69 ) 0.13 Effect of Cross-Border Tax Laws 231 ( 0.29 ) — — Non-Deductible Items Change In Warrant Liability 6,264 ( 7.79 ) — — Other Adjustments 554 ( 0.69 ) 460 ( 0.89 ) Tax Credits ( 2,280 ) 2.84 ( 1,516 ) 2.93 Changes In Valuation Allowance 12,281 ( 15.27 ) 12,001 ( 23.17 ) Total Tax Expense $ — 0.00 % $ — 0.00 % 132 TABLE OF CONTENTS The Company’s net deferred tax assets as of December 31, 2025 and 2024, consisted of the following (in thousands): 2025 2024 Deferred tax assets: NOLs $ 33,794 $ 27,667 Capitalized R&D costs 15,389 22,059 R&D credits 12,269 9,299 Operating lease liabilities 450 2,307 Capitalized Sec. 59(e) R&D expenditures 7,296 1,833 Cash basis adjustment 4,514 1,083 Other 2,534 2,326 Total gross deferred tax assets 76,246 66,574 Deferred tax liabilities: Operating lease ROU assets ( 106 ) ( 1,653 ) Total gross deferred tax liabilities ( 106 ) ( 1,653 ) Net deferred tax assets 76,140 64,921 Valuation allowance ( 76,140 ) ( 64,921 ) Net deferred tax asset less valuation allowance $ — $ — As of December 31, 2025 and 2024, the Company had U.S. federal NOL carryforwards of $ 117.1 million and $ 102.3 million, respectively, which may be available to offset future income tax liabilities. Of the $ 117.1 million carryforwards, approximately $ 4.8 million will begin to expire in 2036 and approximately $ 112.3 million are carried forward indefinitely. As of December 31, 2025 and 2024, the Company had state NOL carryforwards of $ 139.2 million and $ 97.6 million, respectively, which will begin to expire in 2036. As of December 31, 2025 and 2024, the Company had U.S. federal R&D tax credit carryforwards of $ 9.0 million and $ 6.7 million, respectively, which begin to expire in 2036. As of December 31, 2025 and 2024, the Company had state R&D tax credit carryforwards of $ 4.2 million and $ 3.3 million, respectively, which begin to expire in 2036. As of December 31, 2025 and 2024, the Company had capitalized R&D costs of $ 15.4 million and $ 22.1 million, respectively, as required by the Tax Cuts and Jobs Act of 2017. With the passage of the One Big Beautiful Bill Act, companies are permitted to immediately expense domestic R&D costs. The One Big Beautiful Bill Act still requires the capitalization of Foreign R&D costs, and the Company has continued to capitalize these costs as required. Future realization of the tax benefits of existing temporary differences and NOL carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2025, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2025. During the years ended December 31, 2025 and 2024, the valuation allowance increased by $ 11.2 million and $ 15.3 million, respectively, due to the increase in the deferred tax assets by the same amount, primarily due to increases in the NOL carryforwards, capitalized R&D costs and R&D tax credit carryforwards. The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation because of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code of 1986 (“IRC”), a corporation that undergoes an ownership change may be subject to limitation on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of more than 50% in the ownership positions of certain stockholders during a rolling three-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred as of December 31, 2025. An ownership change would restrict its ability to use its NOLs or tax credit carryforwards and could require the Company to pay U.S. federal or state income taxes earlier than would be required if such limitation were not in effect. 133 TABLE OF CONTENTS For the year ended December 31, 2025, the Company generated research credits and has conducted a study to document the qualified activities through year end December 31, 2024. This resulted in an overall increase of $ 1.3 million to the Company’s R&D credit carryforwards and valuation allowance through December 31, 2024. 14. Segment Reporting The Company manages its business activities on a consolidated basis and operates as a single operating segment: R&D, which engages in the business of developing a new class of RNA-based therapeutics to treat a broad range of genetic diseases. The Company's operations are primarily in the United States. The Company’s CODM is its Chief Executive Officer. The CODM uses net loss, as reported on the Company’s consolidated statement of operations and comprehensive loss, in evaluating performance and determining how to allocate resources. The CODM does not review assets in evaluating the results and therefore, such information is not presented. The following table provides the revenue and significant and other segment expenses for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 Revenue $ 3,498 $ 652 Less: Significant segment expenses Personnel-related expenses 20,506 20,299 Clinical and preclinical expenses 17,322 18,049 Facilities-related and overhead 7,734 7,625 Professional and consulting fees 7,660 5,984 Corporate expenses 1,678 1,175 Impairment of right-of-use asset 494 — Travel and entertainment 659 608 Plus: Other segment (loss) income ( 27,848 ) 1,297 Segment net loss $ ( 80,403 ) $ ( 51,791 ) Other segment income includes total other income, net on the consolidated statements of operations. 15. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share was calculated as follows for the years ended December 31, 2025 and 2024 (in thousands, except share and per share amounts): 2025 2024 Numerator: Net loss attributable to common stockholders $ ( 80,403 ) $ ( 51,791 ) Denominator: Weighted-average common shares outstanding, basic and diluted(1) 30,380,567 4,690,094 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.65 ) $ ( 11.04 ) __________________________________________________________________________ (1) Weighted-average common shares outstanding for the year ended December 31, 2025 includes 6,003,758 of common shares issuable upon the exercise of pre-funded warrants issued in the Initial Closing. The Company’s potentially dilutive securities, which include or have included convertible preferred stock, outstanding stock options, unvested restricted common stock, and warrants to purchase stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. 134 TABLE OF CONTENTS The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders as of December 31, 2025 and 2024 because including them would have had an anti-dilutive effect: 2025 2024 Shares issuable upon settlement of derivative tranche liability in Private Placement 32,681,866 — Stock options outstanding 4,383,641 2,119,425 Restricted stock vesting — 15,943 Warrant outstanding 142 142 37,065,649 2,135,510 16. Related Parties In September 2015, the Company entered into consulting agreements with its two founders, related parties who hold shares of the Company’s common stock, to provide R&D and strategic planning services. For the years ended December 31, 2025 and 2024, the Company recognized R&D expense totaling $ 0.2 million and $ 0.3 million, respectively, related to work performed under the founder agreements. The Company had no amount due to the founders at both December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense totaling $ 0.1 million and less than $ 0.2 million, related to consulting agreements, respectively. In March 2019, the Company entered into a consulting agreement with an executive consultant, a related party who holds shares of the Company’s common stock. For the years ended December 31, 2025 and 2024, the Company recognized G&A expense totaling $ 0.1 million and $ 0.1 million, respectively, related to work performed under the consulting agreement. The Company had no amount due to the consultant at both December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense totaling $ 0.1 million and less than $ 0.2 million, respectively, related to the consulting agreement. 135 TABLE OF CONTENTS Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None.