What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 135 added, 82 removed, 380 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

June 30, 2025

September 30, 2025

December 31, 2024

20 unchanged sentences

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized;

no shares issued and outstanding at June 30, 2025 and December 31, 2024

no shares issued and outstanding at September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 250,000,000 shares authorized;

64,962,957 and 59,854,877 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

88,268,078 and 59,854,877 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating Expenses:

29 unchanged sentences

Balances as of June 30, 2024

Issuance of common stock under the at-the-market (ATM) sales agreement, net of commissions and allocated fees

Exercise of stock options

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes

Equity-based compensation

Balances as of September 30, 2024

COGNITION THERAPEUTICS, INC.

12 unchanged sentences

Balances as of June 30, 2025

Issuance of common stock and warrants in registered direct offering, net of discounts and issuance costs of $ 2,245

Issuance of common stock under the at-the-market (ATM) sales agreement, net of commissions and allocated fees

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes

Exercise of common stock options

Equity-based compensation

Balances as of September 30, 2025

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

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

15 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock under the ATM sales agreement, net

Proceeds from issuance of common stock in follow-on public offering, net

Proceeds from issuance of common stock in registered offering, net

Proceeds from issuance of common stock under the ATM sales agreement, net of commissions and allocated fees

Proceeds from the exercise of common stock options

2 unchanged sentences

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash equivalents

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

Cash, cash equivalents, and restricted cash equivalents

1 unchanged sentence

Cash, cash equivalents, and restricted cash equivalents – end of period

Supplemental disclosures of non-cash financing activities:

Issuance costs included in accounts payable and accrued expenses

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

14 unchanged sentences

(the “Sales Agents”) providing for the offering, issuance and sale by the Company of up to $ 40,000 of its common stock from time to time in “at-the-market” offerings under the Shelf (the “ATM”).

During the six months ended June 30, 2025, the Company sold 4,926,473 shares of its common stock pursuant to the ATM for gross proceeds of approximately $ 2,410 .

During the nine months ended September 30, 2025, the Company sold 13,159,619 shares of its common stock pursuant to the ATM for gross proceeds of approximately $ 8,584 .

Please refer to Note 7 – Stockholders’ Equity for further details.

4 unchanged sentences

As part of the Purchase Agreement, the Company issued 189,856 shares of its common stock as consideration for Lincoln Park’s commitment to purchase shares of common stock under the Purchase Agreement.

During the six months ended June 30, 2025, the Company did not sell any shares of common stock to Lincoln Park.

As of June 30, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

During the nine months ended September 30, 2025, the Company did not sell any shares of common stock to Lincoln Park.

As of September 30, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

Please refer to Note 7 – Stockholders’ Equity for further details.

Liquidity and Going Concern

In August 2025, the Company entered into Securities Purchase Agreements with two institutional investors relating to the issuance of an aggregate of 14,700,000 shares of the Company’s common stock to such investors at a purchase price of $ 2.05 per share in a registered direct offering (the “Registered Direct Offering”).

The Company also entered into a Placement Agency Agreement on such date (the “Purchase Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC, (“Titan”) acting as the sole placement agent for the Registered Direct Offering.

The Company closed this offering on August 29, 2025.

The Company received net proceeds of approximately $ 27,890 , after deducting $ 2,245 of unwriting discounts, commissions, placement agent fees, and other offering related expenses payable by the Company.

Refer to Note 7 – Stockholders’ Equity.

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

The Company has incurred recurring losses since inception, including net losses of $ 15,214 for the six months ended June 30, 2025 and $ 33,971 for the year ended December 31, 2024.

As of June 30, 2025, the Company held cash and cash equivalents of $ 10,743 compared to $ 25,009 of cash and cash equivalents as of December 31, 2024.

The Company has incurred losses and negative cash flows from operations and has an accumulated deficit of $ 190,374 as of June 30, 2025.

The Company has incurred recurring losses since inception, including net losses of $ 20,144 for the nine months ended September 30, 2025 and $ 33,971 for the year ended December 31, 2024.

As of September 30, 2025, the Company held cash and cash equivalents of $ 39,334 , including net proceeds received from the Registered Direct Offering, compared to $ 25,009 of cash and cash equivalents as of December 31, 2024.

The Company has incurred losses and negative cash flows from operations and has an accumulated deficit of $ 195,304 as of September 30, 2025.

The Company expects to continue to incur losses for the foreseeable future.

As of August 7, 2025, the date of issuance of these Consolidated Financial Statements, the Company believes that its cash and cash equivalents as of June 30, 2025 is not sufficient to fund operations for the period through one year after the date of this filing and therefore substantial doubt exists about the Company’s ability to continue as a going concern.

To execute its business plans, the Company will need substantial funding to support its continuing operations and pursue its growth strategy.

Until such time that the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through the sale of common stock in public offerings and/or private placements, debt financings or other capital sources, including collaborations with other companies or other strategic

transactions.

The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

As of November 6, 2025, the date of issuance of these consolidated financial statements, the Company believes that its cash and cash equivalents as of September 30, 2025 is sufficient to fund operations for the period through one year after the date of this filing as a result of the Registered Direct Offering.

To execute its business plans, the Company will need substantial additional funding to support its continuing operations and pursue its growth strategy.

The terms of any financing may adversely affect the holdings or the rights of the Company’s stakeholders.

If the Company is unable to obtain funding, the Company could be forced to delay, reduce or abandon its product development programs, which could have a material adverse effect on its business prospects.

1 unchanged sentence

Basis of Presentation

The accompanying consolidated financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“U.S.

The accompanying consolidated financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“U.S.

GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X.

1 unchanged sentence

GAAP for complete financial statements.

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of June 30, 2025, the statements of operations and comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of September 30, 2025, the statements of operations and comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

Such adjustments are of a normal and recurring nature.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of the results for the year ending December 31, 2025, or for any future period.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the year ending December 31, 2025, or for any future period.

These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2024, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 20, 2025.

6 unchanged sentences

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash equivalents reported on the consolidated balance sheet which, in aggregate, represents the amount reported in the consolidated statements of cash flows for the six months ended June 30, 2025 and 2024:

As of June 30,

As of September 30,

Cash and cash equivalents

6 unchanged sentences

Deferred grant income represents grant proceeds received by the Company prior to the period in which the reimbursable research and development services are incurred.

For the three and six months ended June 30, 2025, the Company generated grant income of $ 7,106 and $ 12,192 , respectively, as compared to $ 7,311 and $ 12,223 for the three and six months ended June 30, 2024, respectively, primarily from reimbursements from the NIA for aging research.

Deferred grant income as of June 30, 2025 and December 31, 2024 of $ 1,982 and $ 1,066 , respectively.

For the three and nine months ended September 30, 2025, the Company generated grant income of $ 1,215 and $ 13,407 , respectively, as compared to $ 4,293 and $ 16,516 for the three and nine months ended September 30, 2024, respectively, primarily from reimbursements from the NIA for aging research.

Deferred grant income as of September 30, 2025 and December 31, 2024 of $ 1,736 and $ 1,066 , respectively.

The grants awarded relate to agreed-upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grants, as well as facilities and administrative costs.

4 unchanged sentences

To date, the Company has not been found to have breached the terms of any NIH grant.

As of June 30, 2025, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.

As of September 30, 2025, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.

Research and Development Costs

4 unchanged sentences

Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks.

Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses.

Costs for certain research and development activities are recognized based

on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses.

Equity-based Compensation

5 unchanged sentences

Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends.

Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life

science industry focus.

The historical volatility is calculated based on a period of time commensurate with expected term assumption.

22 unchanged sentences

● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Accounting

Warrants are accounted for either as equity or liabilities based upon the characteristics and provisions of each instrument in accordance with ASC 815, Derivatives and Hedging , and ASC 480, Distinguishing Liabilities from Equity .

Warrants classified as equity are recorded at fair value as of the date of issuance on the consolidated balance sheets and no further adjustments to their valuation are made.

Warrants classified as liabilities and other financing instruments that require accounting as liabilities are recorded on the consolidated balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense.

Management estimates the fair value of these liabilities using the Black-Scholes model and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions, expected volatility, expected life, yield, and risk-free interest rate.

Net Loss Per Share

1 unchanged sentence

Diluted net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock.

For diluted net loss per share, the weighted-average number of shares of

common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive.

The Company has determined that it operates and manages one operating segment, which is the business of development of clinical and preclinical product candidates for neurodegenerative disorders, such as Alzheimer’s disease and DLB.

13 unchanged sentences

Refer to Note 10 – Segment Reporting for more information.

Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC's regulations.

The Company is currently evaluating ASU 2023-06 to determine its impact on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

1 unchanged sentence

The ASU also requires disaggregated disclosure related to pre-tax income (or loss) and income tax expense (or benefit) and eliminates certain disclosures related to the balance of an entity’s unrecognized tax benefit and the cumulative amount of certain temporary differences.

The ASU is effective for the fiscal year beginning on January 1, 2025.

Not Yet Adopted

The ASU is effective for annual periods beginning on or after January 1, 2025.

The Company is currently evaluating ASU 2023-09 to determine its impact on the Company’s consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”), to clarify the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and the diversity in accounting for share-based noncash consideration from a customer that is consideration for the transfer of goods or services.

ASU 2025-07 is effective for the fiscal year beginning after December 15, 2026 and interim periods within those annual reporting periods.

The Company is currently evaluating ASU 2025-07 to determine its impact on the Company’s consolidated financial statements and disclosures.

In accordance with ASC 270, Interim Reporting , and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate, apply that rate in providing for income taxes on a current year-to-date (interim period) basis, and include the tax impact for discrete items within the interim period.

The Company maintains a full valuation allowance against all deferred tax assets as of June 30, 2025 and

December 31, 2024, as management has determined that it is not more likely than not that the Company will realize these future tax benefits.

As of June 30, 2025 and December 31, 2024, the Company had no uncertain tax positions.

The Company maintains a full valuation allowance against all deferred tax assets as of September 30, 2025 and December 31, 2024, as management has determined that it is not more likely than not that the Company will realize these future tax benefits.

As of September 30, 2025 and December 31, 2024, the Company had no uncertain tax positions.

On July 4, 2025, President Trump signed H.R.1, the One Big Beautiful Bill Act (OB3) into law.

OB3 introduced significant changes to the U.S.

federal corporate tax system, including retroactive relief for certain small business taxpayers, such as reinstatement of immediate expensing for domestic research and development expenditures and modifications to the business interest expense limitation.

GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted.

Accordingly, the provisions impacting the Company have been reflected in the financial statements for the quarter ended September 30, 2025, and did not have a material impact as the Company has a valuation allowance against its net deferred tax assets.

Financial Instruments and Fair Value Measurements

Financial assets and liabilities measured at fair value are summarized below:

As of June 30, 2025

As of September 30, 2025

Quoted Priced in

15 unchanged sentences

Accrued expense consists of the following:

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

Total payments of approximately $ 62 , including interest and principal, are due monthly from November 2023 through October 2024.

The outstanding principal of the loan was paid off in 2024.

The outstanding principal of the loan was paid off in October 2024.

In October 2024, the Company entered into an insurance premium financing agreement with a lender.

1 unchanged sentence

Total payments of approximately $ 41 , including interest and principal, are due monthly from November 2024 through July 2025.

As of June 30, 2025 and December 31, 2024, the outstanding principal of the loan was $ 41 and $ 279 , respectively, and is included in other current liabilities on the consolidated balance sheet.

The outstanding principal of the loan was paid off in July 2025.

Commitments and Contingencies

Operating Leases

Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of June 30, 2025 were as follows:

June 30, 2025

Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of September 30, 2025 were as follows:

September 30, 2025

December 31, 2024

4 unchanged sentences

Total operating lease liabilities

Operating lease costs for the three and six months ended June 30, 2025 was $ 54 and $ 108 , respectively, as compared to operating lease costs for the three and six months ended June 30, 2024 of $ 55 and $ 109 , respectively.

The maturities of the operating lease liabilities and minimum lease payments as of June 30, 2025 were as follows:

Operating lease costs for the three and nine months ended September 30, 2025 was $ 54 and $ 161 , respectively, as compared to operating lease costs for the three and nine months ended September 30, 2024 of $ 55 and $ 164 , respectively.

The maturities of the operating lease liabilities and minimum lease payments as of September 30, 2025 were as follows:

For the Years Ended December 31,

4 unchanged sentences

Present value of operating lease liabilities

The following table summarizes the lease term and discount rate as of June 30, 2025, respectively:

June 30, 2025

The following table summarizes the lease term and discount rate as of September 30, 2025, respectively:

September 30, 2025

December 31, 2024

3 unchanged sentences

Operating leases

Operating cash flows used for operating leases for the six months ended June 30, 2025 and 2024 was $ 111 and $ 112 , respectively.

Operating cash flows used for operating leases for the nine months ended September 30, 2025 and 2024 was $ 167 and $ 168 , respectively.

Litigation and Contingencies

2 unchanged sentences

When a material loss contingency is only reasonably possible, the Company does not record a liability but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made.

As of June 30, 2025 and December 31, 2024, there was no litigation or contingency with at least a reasonable possibility of a material loss.

As of September 30, 2025 and December 31, 2024, there was no litigation or contingency with at least a reasonable possibility of a material loss.

Stockholders’ Equity

2 unchanged sentences

Common stockholders are entitled to dividends if and when declared by the Company’s board of directors subject to the rights of the preferred stockholders.

As of June 30, 2025, no dividends on common stock had been declared by the Company.

As of September 30, 2025, no dividends on common stock had been declared by the Company.

On December 23, 2022, the Company filed a shelf registration statement on Form S-3 with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants, subscription rights, and/or units of any combination thereof of up to $ 200,000 in aggregate (the “Shelf”).

1 unchanged sentence

The Company also simultaneously entered into a sales agreement with the Sales Agents providing for the offering, issuance and sale by the Company of up to $ 40,000 of its common stock from time to time in ATM offerings under the Shelf.

The Company sold 4,926,473 shares of common stock pursuant to the ATM during the six months ended June 30, 2025 for gross proceeds of approximately $ 2,410 .

As of June 30, 2025, there was $ 19,464 remaining of common stock available for sale under the ATM, subject to the limitations of General Instruction I.B.6 of Form S-3.

The Company sold 13,159,619 shares of common stock pursuant to the ATM during the nine months ended September 30, 2025 for gross proceeds of approximately $ 8,584 .

As of September 30, 2025, there was $ 13,290 remaining of common stock available for sale under the ATM.

Lincoln Park Purchase Agreement

1 unchanged sentence

The Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $ 35,000 of shares of common stock in the Company’s sole discretion, over a 36-month period commencing on March 10, 2023.

During the six months ended June 30, 2025, the Company did not sell any shares of common stock to Lincoln Park.

As of June 30, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

During the nine months ended September 30, 2025, the Company did not sell any shares of common stock to Lincoln Park.

As of September 30, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

March 2024 Offering

In March 2024, the Company entered into an underwriting agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC, relating to the issuance and sale by the Company of 7,557,142 shares of its common stock, which included the exercise of the underwriters’ option to purchase 985,714 additional shares of common stock, at a public offering price of $ 1.75 per share.

In March 2024, the Company entered into an underwriting agreement with Titan relating to the issuance and sale by the Company of 7,557,142 shares of its common stock, which included the exercise of the underwriters’ option to purchase 985,714 additional shares of common stock, at a public offering price of $ 1.75 per share.

The Company closed this offering on March 14, 2024 and the full exercise of the underwriters’ option to purchase 985,714 additional shares of common stock was closed on March 28, 2024.

Company received net proceeds of approximately $ 11,896 , after deducting $ 1,329 of underwriting discounts and commissions and other offering related expenses payable by the Company.

The Company received net proceeds of approximately $ 11,896 , after deducting $ 1,329 of underwriting discounts and commissions and other offering related expenses payable by the Company.

August 2025 Registered Direct Offering and Warrant Issuance

The Company also entered into a Placement Agency Agreement on such date (the “Purchase Agency Agreement”) with Titan acting as the sole placement agent for the Registered Direct Offering.

The Company closed this offering on August 29, 2025.

The Company received net proceeds of approximately $ 27,890 , after deducting $ 2,245 of underwriting discounts, commissions, placement agent fees, and other offering related expenses payable by the Company.

In connection with the Placement Agency Agreement, the Company agreed to pay Titan an aggregate cash fee of 7.0 % of the gross proceeds raised from the sale and issuance of the shares of common stock minus certain expenses.

Additionally, the Company agreed to issue warrants to Titan to purchase up to 514,500 shares of common stock (the “Placement Agent Warrants”).

The Placement Agent Warrants have an exercise price equal to $ 2.78 , and will be exercisable commencing six months from the close of the Registered Direct Offering with a term of five ( 5 ) years from the date of the Placement Agency Agreement.

The Placement Agent Warrants are equity classified as the warrants do not contain a required cash settlement adjustment feature with respect to a transaction outside of the Company’s control or not deemed to be indexed to the Company’s stock.

As of September 30, 2025, the Company had the following equity-classified common stock warrants outstanding:

Weighted-Average

Contractual Life

Exercise Price

Balance, December 31, 2024

Balance, September 30, 2025

Exercisable as of September 30, 2025

Equity-based Compensation

6 unchanged sentences

All other types of awards may be issued to employees, directors, consultants, and other service providers.

As of June 30, 2025, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 3,540,520 .

As of September 30, 2025, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 4,257,146 .

The number of shares reserved for issuance under the 2021 Plan increased automatically on January 1, 2025 pursuant to an evergreen provision therein by 2,992,743 shares, representing 5 % of total common shares outstanding at December 31, 2024.

1 unchanged sentence

No more than 9,057,517 shares of common stock may be issued under the 2021 Plan through incentive stock options.

Shares subject to the 2021 Plan, the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that expire, terminate or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan.

Shares subject to the 2021 Plan, the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that

expire, terminate or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan.

The total number of shares underlying the Prior Plan awards that may be recycled into the 2021 Plan will not exceed 4,334,131 shares.

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Under the ESPP, the Company may provide employees and employees of the Subsidiary with an opportunity to purchase shares of the Company’s common stock at a discounted purchase price.

As of June 30, 2025, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP.

Subject to prior approval by the board of directors in each instance, on or about January 1, 2022 and each anniversary of such date thereafter prior to the termination of the ESPP, the number of shares of common stock authorized and reserved for issuance under the ESPP will be increased by a number of shares of common stock equal to the least of (i) 1,000,000 shares of common stock, (ii) 1 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (iii) such smaller number of shares of common stock as determined by the board

of directors.

As of September 30, 2025, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP.

Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market.

2 unchanged sentences

The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Six Months Ended June 30,

Nine Months Ended

September 30, 2024

Expected volatility

4 unchanged sentences

Expected term (years)

During the six months ending June 30, 2025, there were no stock options granted.

During the nine months ending September 30, 2025, there were no stock options granted.

Expected Volatility — Up until October 13, 2021, the Company was privately held and did not have a trading history of common stock.

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Options expired

Balance, June 30, 2025

Exercisable as of June 30, 2025

There were no grants of stock options for the three and six months ended June 30, 2025.

The weighted-average grant date fair value of stock options granted was $ 1.54 and $ 1.56 during the three and six months ended June 30, 2024, respectively.

There were 42,500 and 247,500 stock options granted at an aggregate fair value of $ 65 and $ 385 for the three and six months ended June 30, 2024, respectively.

During the three and six months ended June 30, 2024, there were no stock options exercised.

Balance, September 30, 2025

Exercisable as of September 30, 2025

There were no grants of stock options for the three and nine months ended September 30, 2025.

The weighted-average grant date fair value of stock options granted was $ 0 and $ 1.56 during the three and nine months ended September 30, 2024, respectively.

There were 0 and 247,500 stock options granted at an aggregate fair value of $ 0 and $ 385 for the three and nine months ended September 30, 2024, respectively.

During the three and nine months ended September 30, 2025, there were 44,195 stock options exercised with an aggregate grant date fair value of $ 34 .

The intrinsic value of stock options exercised during the three and nine months ended September 30, 2025 was $ 51 .

During the three and nine months ended September 30, 2024, there were 20,000 and 93,350 options exercised, respectively, with an aggregate grant date fair value of $ 12 and $ 58 , respectively.

The intrinsic value of stock options exercised during the three and nine months ended September 30, 2024 was $ 29 and $ 121 , respectively.

Restricted Stock Units

The fair values of RSUs are based on the fair market value of the Company’s common stock on the date of grant.

The fair values of restricted stock units (RSUs) are based on the fair market value of the Company’s common stock on the date of grant.

Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting.

1 unchanged sentence

RSUs with performance conditions for employees vest on the one-year anniversary of the performance achievement date, assuming continued service from the employee during that period of time.

During the six months ended June 30, 2025 and 2024, the Company granted 2,757,008 and 280,600 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

During the six months ending June 30, 2025 and 2024, the Company granted 0 and 515,600 RSU awards containing performance and time based vesting conditions to employees.

During the three and nine months ended September 30, 2025, the Company granted 110,401 and 2,867,409 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

During the three and nine months ended September 30, 2024, the Company granted 35,100 and 358,200 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

During the three and nine months ending September 30, 2025, no RSU awards containing performance conditions were granted.

During the three and nine months ended September 30, 2024, the Company granted 0 and 515,600 RSU awards containing performance and time based vesting conditions to employees, respectively.

The performance conditions for the RSU awards granted in 2024 were achieved in 2024 and the RSUs will vest on the one-year anniversary of the achievement of the performance condition.

As of June 30, 2025, the RSU awards granted in 2024 had no remaining performance conditions.

The following table summarizes the Company’s RSU activity for the six months ended June 30, 2025:

As of September 30, 2025, the RSU awards containing performance conditions granted in 2024 had no remaining performance conditions.

The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2025:

Weighted-Average

2 unchanged sentences

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Equity-based Compensation Expense

The Company recorded total equity-based compensation expense in the statement of operations and comprehensive loss related to stock options and restricted stock units as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Research and development

1 unchanged sentence

Total equity-based compensation

As of June 30, 2025, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 2,827 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.56 years.

As of September 30, 2025, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 2,035 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.57 years.

Total unrecognized compensation expense related to unvested performance-based awards was $ 51 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 0.22 years.

1 unchanged sentence

The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share for the periods presented due to their antidilutive effect:

September 30,

Options issued and outstanding

Restricted stock units issued and outstanding

Warrants issued and outstanding

Segment Reporting

8 unchanged sentences

The table below is a summary of the segment loss, including significant segment expenses:

Six Months Ended June 30,

Nine Months Ended September 30,

Clinical programs

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements