COGNITION THERAPEUTICS INC 10-K

Item 8. Financial Statements and Supplementary Data ​ Index to Consolidated Financial Statements As of and for the years ended December 31, 2025 and 2024 ​ ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 42) ​ 110 Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ 111 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 ​ 112 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 ​ 113 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 ​ 114 Notes to Consolidated Financial Statements ​ 115 ​ ​ 109 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Cognition Therapeutics, Inc. Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of Cognition Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of two years in the period ended December 31, 2025, 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 2020. Philadelphia, Pennsylvania March 26, 2026 ​ ​ 110 Table of Contents COGNITION THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 36,810 ​ $ 25,009 Grant receivables ​ 9,923 ​ 2,686 Prepaid expenses and other current assets ​ ​ 1,068 ​ ​ 1,860 Restricted cash equivalents ​ 190 ​ — Total current assets ​ 47,991 ​ 29,555 Property and equipment, net ​ 93 ​ 181 Right-of-use assets, operating leases ​ 306 ​ 498 Total assets ​ $ 48,390 ​ $ 30,234 Liabilities and Stockholders’ Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ 1,119 ​ 1,984 Accrued expenses ​ 11,995 ​ 7,620 Deferred grant income, current ​ ​ 367 ​ ​ 1,066 Operating lease liabilities, current ​ ​ 136 ​ ​ 193 Other current liabilities ​ 307 ​ 279 Total current liabilities ​ 13,924 ​ 11,142 Operating lease liabilities, non-current ​ 195 ​ 342 Total liabilities ​ 14,119 ​ 11,484 Commitments and contingencies (Note 7) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Preferred stock, $ 0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2025 and December 31, 2024 ​ ​ — ​ ​ — Common stock, $ 0.001 par value, 250,000,000 shares authorized; 88,904,161 and 59,854,877 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively ​ 90 ​ 60 Additional paid-in capital ​ 232,828 ​ 193,850 Accumulated deficit ​ ( 198,647 ) ​ ( 175,160 ) Total stockholders’ equity ​ 34,271 ​ 18,750 Total liabilities and stockholders’ equity ​ $ 48,390 ​ $ 30,234 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 111 Table of Contents COGNITION THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Operating Expenses: ​ ​ ​ ​ ​ ​ Research and development ​ ​ $ 37,187 ​ $ 41,676 General and administrative ​ ​ 10,612 ​ 12,290 Total operating expenses ​ ​ 47,799 ​ 53,966 Loss from operations ​ ​ ( 47,799 ) ​ ( 53,966 ) Other income (expense): ​ ​ ​ ​ ​ Grant income ​ ​ 23,406 ​ 19,549 Other income, net ​ ​ 919 ​ 666 Interest expense ​ ​ ( 13 ) ​ ( 25 ) Loss on currency translation from liquidation of subsidiary ​ ​ ​ — ​ ​ ( 195 ) Total other income, net ​ ​ 24,312 ​ 19,995 Net loss ​ ​ ​ ( 23,487 ) ​ ​ ( 33,971 ) Foreign currency translation adjustment, including reclassifications ​ ​ — ​ 195 Total comprehensive loss ​ ​ $ ( 23,487 ) ​ $ ( 33,776 ) Net loss per share: ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ $ ( 0.32 ) ​ $ ( 0.86 ) Diluted ​ ​ $ ( 0.32 ) ​ $ ( 0.86 ) Weighted-average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ ​ 72,766,983 ​ ​ 39,730,148 Diluted ​ ​ ​ 72,766,983 ​ ​ 39,730,148 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 112 Table of Contents COGNITION THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ Total ​ Common Stock ​ Paid-in ​ Accumulated ​ Comprehensive ​ Stockholders’ ​ Shares ​ Amount ​ Capital ​ Deficit ​ Loss ​ Equity Balances as of December 31, 2023 32,165,478 ​ $ 32 ​ $ 165,826 ​ $ ( 141,189 ) ​ $ ( 195 ) ​ $ 24,474 Issuance of common stock in follow on public offering, net of discounts and issuance costs of $ 1,329 7,557,142 ​ ​ 8 ​ ​ 11,888 ​ ​ — ​ ​ — ​ 11,896 Issuance of common stock under the 2022 ATM, net of commissions and allocated fees 19,913,189 ​ ​ 20 ​ ​ 12,434 ​ ​ — ​ ​ — ​ ​ 12,454 Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes 125,718 ​ ​ — ​ ​ ( 128 ) ​ ​ — ​ ​ — ​ ​ ( 128 ) Exercise of common stock options 93,350 ​ ​ — ​ ​ 82 ​ ​ ​ ​ ​ ​ ​ ​ 82 Equity-based compensation — ​ ​ — ​ ​ 3,748 ​ ​ — ​ ​ — ​ ​ 3,748 Reclassification adjustment of foreign currency translation included in net loss for liquidation of subsidiary — ​ ​ — ​ ​ — ​ ​ — ​ ​ 195 ​ ​ 195 Net loss — ​ ​ — ​ ​ — ​ ​ ( 33,971 ) ​ ​ — ​ ( 33,971 ) Balances as of December 31, 2024 59,854,877 ​ $ 60 ​ $ 193,850 ​ $ ( 175,160 ) ​ $ — ​ $ 18,750 Issuance of common stock and warrants in registered direct offering, net of discounts and issuance costs of $ 2,245 14,700,000 ​ ​ 15 ​ ​ 27,875 ​ ​ — ​ ​ — ​ 27,890 Issuance of common stock under the at-the-market sales agreement, net of commissions and allocated fees 13,624,062 ​ ​ 14 ​ ​ 9,112 ​ ​ — ​ ​ — ​ ​ 9,126 Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes 674,847 ​ ​ 1 ​ ​ ( 167 ) ​ ​ — ​ ​ — ​ ​ ( 166 ) Exercise of common stock options 50,375 ​ ​ — ​ ​ 71 ​ ​ — ​ ​ — ​ ​ 71 Equity-based compensation — ​ ​ — ​ ​ 2,087 ​ ​ — ​ ​ — ​ ​ 2,087 Net loss — ​ ​ — ​ ​ — ​ ​ ( 23,487 ) ​ ​ — ​ ( 23,487 ) Balances as of December 31, 2025 88,904,161 ​ $ 90 ​ $ 232,828 ​ $ ( 198,647 ) ​ $ — ​ $ 34,271 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 113 Table of Contents COGNITION THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ Net loss ​ $ ( 23,487 ) ​ $ ( 33,971 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 36 ​ 107 Equity-based compensation ​ 2,087 ​ 3,748 Amortization of right-of-use assets ​ ​ 192 ​ ​ 159 Loss on currency translation from liquidation of subsidiary ​ ​ — ​ ​ 195 Realized loss on sale of property and equipment ​ ​ 41 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Grant receivables ​ ( 7,237 ) ​ ( 1,405 ) Prepaid expenses and other assets ​ 1,173 ​ 1,633 Accounts payable and accrued expenses ​ 3,510 ​ 1,854 Deferred grant income and other liabilities ​ ​ ( 699 ) ​ ​ ( 635 ) Operating lease liabilities ​ ( 204 ) ​ ( 159 ) Net cash used in operating activities ​ ( 24,588 ) ​ ( 28,474 ) Cash flows from investing activities: ​ ​ ​ ​ Payments for property and equipment ​ — ​ ​ ( 4 ) Proceeds from sale of property and equipment ​ ​ 9 ​ ​ — Net cash provided by (used in) investing activities ​ 9 ​ ( 4 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from issuance of common stock in registered offering, net ​ ​ 27,890 ​ ​ 11,896 Proceeds from issuance of common stock under the 2022 ATM, net of commissions and allocated fees ​ ​ 9,126 ​ ​ 12,454 Proceeds from the exercise of common stock options ​ ​ 71 ​ ​ 82 Payment of employee withholding taxes on vested restricted stock units ​ ​ ( 164 ) ​ ​ ( 128 ) Payments on loan payable ​ ​ ( 353 ) ​ ​ ( 739 ) Net cash provided by financing activities ​ 36,570 ​ 23,565 Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents ​ 11,991 ​ ( 4,913 ) Cash, cash equivalents, and restricted cash equivalents ​ ​ ​ ​ ​ ​ Cash, cash equivalents, and restricted cash equivalents – beginning of period ​ 25,009 ​ 29,922 Cash, cash equivalents, and restricted cash equivalents – end of period ​ $ 37,000 ​ $ 25,009 Supplemental disclosures of non-cash financing activities: ​ ​ ​ ​ Prepayment of insurance through third-party financing ​ $ 381 ​ $ 475 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 114 Table of Contents COGNITION THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) 1. Description of Business and Financial Condition Cognition Therapeutics, Inc. (the “Company”) was incorporated as a Delaware corporation on August 21, 2007. The Company is a biopharmaceutical company developing disease modifying therapies targeting age-related degenerative diseases and disorders of the central nervous system (“CNS”) and retina. The Company’s pipeline candidates were discovered using proprietary biology and chemistry platforms designed to identify novel drug targets and disease-modifying therapies that address dysregulated pathways specifically associated with neurodegenerative diseases. The Company was founded on the unique combination of biological expertise around these targets, including proprietary assays that emphasize functional responses, and proprietary medicinal chemistry intended to produce novel, high-quality small-molecule drug candidates. On December 23, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-268992) (the “Shelf”) with the Securities and Exchange Commission (“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 was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into a sales agreement (the “Previous Sales Agreement”) with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (“B. Riley”) 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 “2022 ATM”). On December 16, 2025, the Company delivered written notice to B. Riley to terminate the Previous Sales Agreement, effective December 18, 2025. The Company is not subject to any termination penalties related to the termination of the Previous Sales Agreement. Prior to termination, approximately $ 12,465 remained in gross proceeds available for future issuances of common stock under the 2022 ATM. Refer to Note 8 – Stockholders’ Equity for further details. ​ On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) for an equity line financing (the “Purchase Agreement”). 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 year ended December 31, 2025, the Company did not sell any shares of common stock to Lincoln Park. As of December 31, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement. Refer to Note 8 – Stockholders’ Equity for further details. ​ 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 8 – Stockholders’ Equity. On December 18, 2025, the Company filed a shelf registration statement with the SEC and a prospectus supplement, which registered the offering, issuance and sale of up to $ 300,000 of various equity and debt securities and up to $ 75,000 of common stock pursuant to an at-the-market equity offering program with Jefferies LLC (“Jefferies”) (the “2025 ATM”). For the period ended December 31, 2025, the Company did no t sell any shares of common stock pursuant to the 2025 ATM. As of December 31, 2025, $ 75,000 remain in gross proceeds available for future issuances of common stock under the 2025 ATM. Refer to Note 8 – Stockholders’ Equity. 115 Table of Contents Liquidity ​ The Company has incurred recurring losses since inception, including net losses of $ 23,487 for the year ended December 31, 2025 and $ 33,971 for the year ended December 31, 2024. As of December 31, 2025, and 2024, the Company had cash and cash equivalents of $ 36,810 and $ 25,009 , respectively. The Company has incurred losses and negative cash flows from operations and had an accumulated deficit of $ 198,647 as of December 31, 2025. The Company expects to continue to incur losses for the foreseeable future. As of March 26, 2026, the date of issuance of these consolidated financial statements, the Company believes that its cash and cash equivalents as of December 31, 2025, is sufficient to fund operations for the period through one year after the date of this filing as a result of net proceeds from equity transactions. To execute its business plans, the Company will need substantial additional 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 financing 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 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. ​ 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash, Cash Equivalents, and Restricted Cash Equivalents Cash, cash equivalents, and restricted cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. 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 cash flows for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash and cash equivalents ​ $ 36,810 ​ $ 25,009 Restricted cash equivalents ​ 190 ​ — Total ​ $ 37,000 ​ $ 25,009 ​ 116 Table of Contents Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Aging (“NIA”) a division of the National Institute of Health (“NIH”) and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Grant Income The Company generates grant income through grants and donations from government and other (non-government) parties. Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. 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 year ended December 31, 2025 and 2024, the Company generated grant income of $ 23,406 and $ 19,549 , respectively, primarily from reimbursements from the NIA for aging research. For the year ended December 31, 2025 and 2024, deferred grant income was $ 367 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. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. While these NIH grants do not contain payback provisions, the NIH or other government agency may review the Company’s performance, cost structures and compliance with applicable laws, regulations, policies and standards and the terms and conditions of the applicable NIH grant. If any of the expenditures are found to be unallowable or allocated improperly or if the Company has otherwise violated terms of such NIH grant, the expenditures may not be reimbursed and/or the Company may be required to repay funds already disbursed. To date, the Company has not been found to have breached the terms of any NIH grant. As of December 31, 2024, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension. Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of additional paid-in capital generated as a result of the financings. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Equipment finance leases are included in Property and Equipment, net and other liabilities on the consolidated balance sheet. The Company reviews the recorded values of property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. There were no indicators of impairment of long-lived assets during the years ended December 31, 2025 or 2024. 117 Table of Contents Research and Development Costs The Company is involved in research and development of treatments for a variety of diseases related to the central nervous system, with a focus on Alzheimer’s disease, dementia with Lewy bodies (“DLB”), and geographic atrophy (“GA”) secondary to dry age-related macular degeneration. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to its research and development activities, including allocated facility-related expenses and external costs of outside vendors, including CROs, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. 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. Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to authoritative guidance. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this authoritative guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the uncertainty occurs if the recognition threshold is met. The Company has determined that there were no uncertainties as of December 31, 2025 and 2024 that met the recognition threshold. 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. Under U.S. 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 year ended December 31, 2025, and did not have a material impact as the Company has a valuation allowance against its net deferred tax assets. Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation , the Company recognizes compensation expense for equity-based grants using the straight-line attribution method, in which the expense is recognized ratably over the requisite service period within operating expenses based on the grant date fair value. The Company also has granted awards subject to performance-based vesting. The Company recognizes compensation expense for these awards commencing in the period in which the vesting condition becomes probable of achievement. The grant date fair value of stock options are estimated on the date of grant using the Black-Scholes option pricing model. Forfeitures are recognized in the period in which they occur. 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 118 Table of Contents science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Refer to Note 9 – Equity-based Compensation for additional information. Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other assets, accounts payable, accrued expenses and other liabilities approximate fair value because of the short-term maturity of these financial instruments. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● 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 119 Table of Contents 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 Basic net loss per share is computed by dividing the net loss per share by the weighted-average number of shares of common stock outstanding during each period. 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. Segments 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. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. Refer to Note 13 – Segment Reporting for more information. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements Recently 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 adopted ASU 2023-06 for the annual period ended December 31, 2025 which did not have a material impact on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted the new standard during the year ended December 31, 2025 and the amendment has been applied retrospectively to all prior periods presented in the consolidated financial statements. Refer to Note 12 – Income Taxes for more information.. Not Yet Adopted 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 (“ASU 2024-03”), which requires public business entities to provide more detailed information in the notes to the financial statements about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included 120 Table of Contents in certain expense captions presented on the consolidated statement of operations and comprehensive loss. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact that this guidance will have on its 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 December 2025, the FASB issued ASU 2025-10, Government Grants under ASC 832 (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures. 3. Financial Instruments and Fair Value Measurements Financial assets and liabilities measured at fair value are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Priced in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Inputs ​ ​ ​ ​ ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 36,422 ​ $ — ​ $ — ​ $ 36,422 Restricted cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ ​ 190 ​ ​ — ​ ​ — ​ ​ 190 Total assets ​ $ 36,612 ​ $ — ​ $ — ​ $ 36,612 ​ 121 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Priced in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Inputs ​ ​ ​ ​ ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 23,999 ​ $ — ​ $ — ​ $ 23,999 Total assets ​ $ 23,999 ​ $ — ​ $ — ​ $ 23,999 ​ There were no Level 3 financial instruments during the year ended December 31, 2025 and 2024. ​ 4. Property and Equipment Property and equipment, net, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Equipment ​ $ 142 ​ $ 1,197 Furniture and fixtures ​ 138 ​ 140 ​ ​ $ 280 ​ $ 1,337 Less: Accumulated depreciation ​ ( 187 ) ​ ( 1,156 ) Property and equipment, net ​ $ 93 ​ $ 181 ​ Depreciation expense for the years ended December 31, 2025 and 2024 was $ 36 and $ 107 , respectively. ​ 5. Accrued Expenses Accrued expense consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ ​ ​ 2024 Employee compensation, benefits, and related accruals ​ $ 1,569 ​ $ 1,526 Research and development costs ​ 9,887 ​ 5,654 Professional fees and other accruals ​ 539 ​ 440 Total ​ $ 11,995 ​ $ 7,620 ​ ​ ​ 6. Other Current Liabilities In October 2023, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $ 721 of certain premiums at a 8.65 % annual interest rate. 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 October 2024. ​ In October 2024, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $ 356 of certain premiums at a 8.65 % annual interest rate. Total payments of approximately $ 41 , including interest and principal, are due monthly from November 2024 through July 2025. The outstanding principal of the loan was paid off in July 2025. 122 Table of Contents ​ In October 2025, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $ 381 of certain premiums at a 7.95 % annual interest rate. Total payments of approximately $ 40 , including interest and principal, are due monthly from November 2025 through August 2026. As of December 31, 2025, the outstanding principal of the loan was $ 307 . ​ ​ 7. Commitments and Contingencies Operating Leases The Company’s principal executive offices are located in Purchase, New York where the Company currently occupies 2,864 square feet of office space under a lease that expires in May of 2029. The Company also leases approximately 6,068 square feet of laboratory and office space located in Pittsburgh, Pennsylvania under leases that expire in June of 2026. Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of December 31, 2025 and 2024 were as follows, in thousands: ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ Operating lease assets $ 306 ​ $ 498 Total operating lease assets $ 306 ​ $ 498 Liabilities ​ ​ ​ ​ ​ Current ​ ​ ​ ​ ​ Operating lease liabilities $ 136 ​ $ 193 Noncurrent ​ ​ ​ ​ ​ Operating lease liabilities, net of current ​ 195 ​ ​ 342 Total operating lease liabilities $ 331 ​ $ 535 ​ Operating lease costs for the year ended December 31, 2025 and 2024 was $ 215 and $ 218 , respectively. The maturities of the operating lease liabilities and minimum lease payments as of December 31, 2025 were as follows: ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ Operating Leases 2026 ​ $ 155 2027 ​ 87 2028 ​ 88 2029 ​ ​ 38 2030 ​ ​ — Thereafter ​ ​ — Total undiscounted lease payments ​ $ 368 Less: Imputed interest ​ ​ ( 37 ) Present value of operating lease liabilities ​ $ 331 ​ 123 Table of Contents The following table summarizes the lease term and discount rate as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ As of December 31, ​ 2025 ​ 2024 Weighted-average remaining lease term (years) ​ ​ ​ Operating leases 2.8 ​ 3.3 Weighted-average discount rate ​ ​ ​ Operating leases 8.1 % ​ 8.1 % ​ Operating cash flows used for operating leases for the year ended December 31, 2025 and 2024 was $ 222 and $ 224 , respectively. Litigation and Contingencies From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. 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 December 31, 2025 and 2024, there was no litigation or contingency with at least a reasonable possibility of a material loss. ​ 8. Stockholders’ Equity Common and Preferred Stock The Company is authorized to issue up to 250,000,000 shares of common stock with a par value of $ 0.001 per share, and 10,000,000 shares of preferred stock with a par value of $ 0.001 per share. As of December 31, 2025 and 2024, there were 88,904,161 and 59,854,877 shares of common stock issued and outstanding , respectively. 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 December 31, 2025, no dividends on common stock had been declared by the Company. 2022 ATM ​ 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”). The Shelf was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into the Previous Sales Agreement with B. Riley 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 13,624,062 shares of common stock pursuant to the 2022 ATM during the year ended December 31, 2025, for gross proceeds of approximately $ 9,409 . On December 16, 2025, the Company delivered written notice to B. Riley to terminate the Previous Sales Agreement, effective December 18, 2025. The Company is not subject to any termination penalties related to the termination of the Previous Sales Agreement. Prior to termination, approximately $ 12,465 remained in gross proceeds available for future issuances of common stock under the 2022 ATM. ​ 124 Table of Contents 2025 ATM ​ On December 18, 2025, we filed a shelf registration statement with the SEC and a prospectus supplement, which registered the offering, issuance and sale of up to $ 300.0 million of various equity and debt securities and up to $ 75,000 of common stock pursuant to an at-the-market equity offering program with Jefferies. For the period ended December 31, 2025, the Company did no t sell any shares of common stock pursuant to the 2025 ATM. As of December 31, 2025, $ 75,000 remain in gross proceeds available for future issuances of common stock under the 2025 ATM. Lincoln Park Purchase Agreement ​ On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park for an equity line financing. 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 year ended December 31, 2025, the Company did not sell any shares of common stock to Lincoln Park. As of December 31, 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 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. 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 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 the “Registered Direct Offering”. 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. The Placement Agent Warrants were issued for services performed by the placement agent and were treated as offering costs. The aggregate fair value was determined to be approximately $ 853 using the Black-Scholes pricing model with the following assumptions: 79.97 % volatility, risk free interest rate of 3.59 %, an expected life of 2.8 years and no dividend. The aggregate fair market value was recorded as an offset to gross proceeds of the Registered Direct Offering and an increase to additional paid-in capital. 125 Table of Contents As of December 31, 2025, the Company had the following equity-classified common stock warrants outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ Remaining ​ ​ Number of ​ Weighted-Average ​ Contractual Life ​ ​ ​ ​ Warrants ​ ​ ​ Exercise Price ​ ​ ​ (In Years) Balance, December 31, 2024 — ​ $ — ​ — Issued 514,500 ​ $ 2.78 ​ 4.6 Exercised — ​ $ — ​ — Expired — ​ $ — ​ — Balance, December 31, 2025 514,500 ​ $ 2.78 ​ 4.6 Exercisable as of December 31, 2025 — ​ $ — ​ — ​ ​ ​ ​ ​ ​ 9. Equity-based Compensation 2021 Equity Incentive Plan On October 7, 2021, the date upon which the Company’s Registration Statement on Form S-1 in connection with the IPO was declared effective, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) became effective. On the same date, the Company ceased granting awards under its 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan authorizes the award of both equity-based and cash-based incentive awards, including: (i) stock options (both incentive stock options and nonqualified stock options), (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units (“RSUs”), and (v) cash or other stock-based awards. Incentive stock options may be granted only to employees. All other types of awards may be issued to employees, directors, consultants, and other service providers. As of December 31, 2025, the aggregate number of shares of common stock of the Company that may be issued under the Plan is 4,310,186 . 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. The aggregate number of shares will increase each anniversary of such date prior to the termination of the 2021 Plan, equal to the lesser of (i) 5 % of the Company’s shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s board of directors or the compensation committee. No more than 7,543,185 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. 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. 2017 Equity Incentive Plan On September 15, 2017, the Company’s board of directors approved the 2017 Plan, which provides for the granting of incentive stock options, non-qualified stock options and stock awards to employees, certain consultants and directors. The board of directors, or its designated committee, has the sole authority to select the individuals to whom awards are granted and determine the terms of each award, including the number of shares and the schedule upon which the award becomes exercisable. Upon the effectiveness of the 2021 Plan, no further awards will be granted under the 2017 Plan. The aggregate number of shares of common stock of the Company that may be issued under the 2017 Plan is 4,334,131 (taking into account shares of common stock that may become issuable pursuant to Section 3(b) of the 2017 Plan in respect of shares of common stock reserved under the Company’s Amended and Restated 2007 Equity Incentive Plan). The 2021 Plan provides for shares granted under the Prior Plans which are cancelled, forfeited, exchanged or surrendered without having been exercised shall subsequently be available for reissuance under the 2021 Plan. 126 Table of Contents Employee Stock Purchase Plan The Company’s board of directors approved the Employee Stock Purchase Plan (the “ESPP”) prior to the closing of the IPO. 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 December 31, 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. Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market. In the event that any dividend or other distribution (whether in the form of cash, our common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of common stock or other securities, or other change in the structure affecting common stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the compensation committee will, in such manner as it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the numerical limits described above. Stock Options The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2024 Expected volatility ​ 91.78 % –  92.29 % Risk-free interest rate ​ 4.23 % –  4.45 % Dividend yield ​ 0.00 % Expected term (years) ​ 6.08 – 6.20 ​ During the year ended December 31, 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. As such, the expected volatility was derived from the average historical stock volatilities of the common stock of several public companies within the industry that the Company considers to be comparable to our business over a period equivalent to the expected term of the stock-based awards. The Company will continue to derive expected volatility from average historical stock volatilities of industry peers until the Company has compiled a trading history of its own for a sufficient period of time. Risk-Free Interest Rate  — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Dividend Yield  — The expected dividend yield is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Expected Term  — The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, expected term has been calculated using the simplified method. 127 Table of Contents Activity for options was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ Aggregate ​ Remaining ​ ​ Number of ​ Weighted-Average ​ Intrinsic Value ​ Contractual Life ​ ​ ​ ​ Options ​ ​ ​ Exercise Price ​ ​ ​ (in 000’s) ​ ​ ​ (In Years) Balance, December 31, 2024 4,353,490 ​ $ 4.67 $ — ​ 5.8 Options granted — ​ $ — ​ ​ ​ ​ ​ Options exercised ( 50,375 ) ​ $ 1.41 ​ ​ ​ ​ ​ Options forfeited ( 22,037 ) ​ $ 1.66 ​ ​ ​ ​ ​ Options expired ( 643,054 ) ​ $ 0.88 ​ ​ ​ ​ ​ Balance, December 31, 2025 3,638,024 ​ $ 5.40 ​ $ 210 ​ 5.6 Exercisable as of December 31, 2025 3,431,878 ​ $ 5.61 ​ $ 209 ​ 5.4 ​ There were no grants of stock options for the year ended December 31, 2025. The weighted-average grant date fair value of stock options granted was $ 0 and $ 1.56 during the years ended December 31, 2025 and 2024, respectively. There were no stock options granted during the year ended December 31, 2025 and 247,500 stock options granted at an aggregate fair value of $ 385 for the year ended December 31, 2024. During the year ended December 31, 2025 and 2024, there were 50,375 and 93,250 stock options exercised, respectively, with an aggregate grant date fair value of $ 39 and $ 58 , respectively. The intrinsic value of stock options exercised during the year ended December 31, 2025 and 2024 was $ 54 and $ 121 , respectively. Restricted Stock Units 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. RSUs with time base vesting conditions for employees vest annually over three or four years on each anniversary of the Grant Date and RSUs for non-employee directors vest on the one-year anniversary of the Grant Date. 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. For the year ended December 31, 2025 and 2024, the Company granted 2,867,409 and 358,200 RSUs awards, respectively, containing time-based vesting conditions to employees, non-employees, and non-employee directors. For the year ended December 31, 2025 and 2024, the Company granted 0 and 515,600 RSU awards, respectively, containing performance and time-based vesting conditions to employees. The performance conditions for the RSU awards granted in 2024 were achieved in 2024 and the RSUs vest on the one-year anniversary of the achievement of the performance condition. As of December 31, 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 year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted-Average ​ ​ Restricted Stock Units ​ Grant Date Fair Value Outstanding at December 31, 2024 ​ 1,172,964 ​ $ 1.98 Granted ​ 2,867,409 ​ $ 0.66 Vested ​ ( 861,403 ) ​ $ 1.90 Forfeited ​ ( 745,288 ) ​ $ 0.69 Outstanding at December 31, 2025 ​ 2,433,682 ​ $ 0.85 ​ 128 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development ​ ​ $ 1,316 ​ $ 1,080 General and administrative ​ ​ 771 ​ 2,668 Total equity-based compensation ​ ​ $ 2,087 ​ $ 3,748 ​ As of December 31, 2025, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 1,728 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.6 years. As of December 31, 2025, there was no future compensation expense related to unvested performance-based awards yet to be recognized by the Company. 10. Net Loss per Share 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: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Options issued and outstanding 3,638,024 4,353,490 Restricted stock units issued and outstanding ​ 2,433,682 ​ 1,172,964 Warrants issued and outstanding ​ 514,500 ​ — Total 6,586,206 5,526,454 ​ ​ 11. Retirement Plan The Company maintains a 401(k) retirement plan to provide retirement and incidental benefits for its employees. Employees may contribute a percentage of their annual compensation to the 401(k) retirement plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. The Company matches employee contributions dollar for dollar up to a maximum of 6 % of the employees’ compensation per person per year. All matching contributions vest immediately. Company matching contributions to the 401(k) retirement plan totaled $ 251 and $ 265 for the year ended December 31, 2025 and 2024, respectively. ​ 12. Income Taxes During the years ended December 31, 2025 and 2024 the Company incurred pre-tax losses from its domestic operations of $ 23,487 and $ 33,971 , respectively. ​ During the years ended December 31, 2025 and 2024, the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. The Tax Cuts and Jobs Act of 2017 required the Company to capitalize and subsequently amortize research and development expenditures over five years for research activities conducted in the United States and over fifteen years for research activities conducted outside of the United States, effective January 1, 2022. On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S. and introduced significant changes, 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. As a result, the Company amended its federal and state income 129 Table of Contents tax returns for tax years 2022 through 2024 to reflect the immediate expensing of domestic research and development expenditures. The Company adopted ASU 2023-09 "Income Taxes (Topic 740): Improvements To Income Tax Disclosures" on a retrospective basis beginning with the year ended December 31, 2025. A reconciliation of the U.S. federal statutory amount and rate to the Company’s effective income tax amount and rate for the year ended December 31, 2025 and December 31, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ Year Ended December 31, 2024 ​ ​ ​ ​ ​ Amount ​ Percentage ​ ​ ​ ​ ​ Amount ​ Percentage ​ ​ ​ Tax benefit at the U.S. statutory rate $ ( 4,932 ) ​ 21.0 % ​ $ ( 7,134 ) ​ 21.0 % Foreign Tax Effects ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in valuation allowance ​ — ​ — % ​ ​ ( 373 ) ​ 1.1 % Entity dissolution ​ — ​ — % ​ ​ 373 ​ ( 1.1 ) % Tax credits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal research and development ​ ​ ( 671 ) ​ 2.9 % ​ ​ ( 941 ) ​ 2.8 % Nontaxable or Nondeductible Items ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity based compensation ​ ​ 481 ​ ( 2.0 ) ​ ​ ​ 632 ​ ( 1.9 ) ​ Other ​ ​ 12 ​ ( 0.1 ) % ​ ​ ( 4 ) ​ — % Change in valuation allowance ​ 5,110 ​ ( 21.8 ) % ​ ​ 7,447 ​ ( 21.9 ) % Tax on Income $ — ​ — % ​ $ — ​ — % ​ The Company’s deferred tax assets and liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carryforwards ​ $ 30,907 ​ $ 8,491 Tax credit carryforwards ​ 4,463 ​ 3,791 Equity-based compensation ​ 312 ​ 477 Operating lease liabilities ​ ​ 70 ​ ​ 114 Capitalized research expenditures ​ ​ — ​ ​ 16,089 Deferred grant income ​ ​ — ​ ​ 224 Other ​ 341 ​ 324 Deferred tax assets ​ 36,093 ​ 29,510 Less: valuation allowance ​ ( 36,026 ) ​ ( 29,400 ) Deferred tax assets after valuation allowance ​ 67 ​ 110 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ Property and equipment, net ​ ​ ( 2 ) ​ ​ ( 4 ) Right-of-use assets, operating leases ​ ( 65 ) ​ ( 106 ) Deferred tax liabilities ​ ( 67 ) ​ ( 110 ) Net deferred tax assets ​ $ — ​ $ — ​ The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2025 and 2024. Management has considered the Company’s history of cumulative net losses and has concluded that as of December 31, 2025 and 2024, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2025 and 2024. The valuation allowance increased by $ 6,626 and $ 7,193 for the years ended December 31, 2025 and 2024, respectively. The increase in valuation allowance in 2025 was primarily a result of operating losses and tax credits generated. 130 Table of Contents The Company incurred net operating losses (“NOL”) since inception through December 31, 2025. As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 136,687 net of amounts limited under Section 382. Included in federal net operating loss carryforwards of $ 136,687 is $ 25,639 that begin to expire in 2029 and $ 111,048 that can be carried forward indefinitely. As of December 31, 2025, the Company had state net operating loss carryforwards of $ 54,849 , available to reduce future state taxable income, which will begin to expire in 2027. As of December 31, 2025, the Company also had $ 4,463 of federal research and development tax credit carryforwards available to reduce future income taxes, which will begin to expire in 2029, if not utilized. During the year ended December 31, 2024, the Company ceased operations of its wholly owned foreign subsidiary. As a result, all foreign net operating loss and research tax credit carryforwards were written off with an offsetting decrease to the valuation allowance. Utilization of the Company’s net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a rolling three-year period. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax. The amount of the limitation is determined based on the value of the Company immediately prior to the ownership change and could be subject to additional adjustments as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. In 2023, the Company completed an analysis covering the periods from inception through December 31, 2022 to determine whether there may have been a Section 382 ownership change. This analysis showed an ownership change occurred in January 2009 and the Section 382 limitation would result in $ 589 of federal net operating loss carryforwards expiring unutilized. The Company updated the analysis through December 31, 2024 and determined that it is more-likely-than-not that an ownership change did not occur in 2023 and 2024. An assessment to determine whether there may have been a Section 382 ownership change occurred during 2025 has not be completed. If a change in ownership were to have occurred during the period, and resulted in the restriction of net operating loss and tax credit carryforwards, the reduction in the related deferred tax asset would be offset with a corresponding reduction in the valuation allowance. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. Several tax returns are under examination. The Company is open to further tax examination under statute for tax years beginning on or after January 1, 2022; however, carryforward attributes that were generated prior to January 1, 2022 may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period. ​ 13. Segment Reporting ​ Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment related to the development of clinical and preclinical product candidates for neurodegenerative disorders, such as Alzheimer’s disease and DLB. The Company’s Chief Executive Officer (“CEO”) serves as the CODM. The CEO manages and allocates resources to the operations of the Company on a consolidated basis. Managing and allocating resources on a consolidated basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions and research and development projects that are in line with the Company’s strategic goals. Consistent with this decision-making process, the CEO uses consolidated financial information for purposes of evaluating performance, cash forecasting, allocating resources and setting incentive targets. The CEO bases this assessment on the Company’s consolidated net loss. The measure of segment assets is reported on the consolidated balance sheets as total assets. 131 Table of Contents The table below is a summary of the segment loss, including significant segment expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ 2024 Grant income ​ $ 23,406 ​ $ 19,549 Less: ​ ​ ​ ​ Clinical programs ​ ​ 25,133 ​ ​ 27,675 R&D personnel costs (1) ​ ​ 7,743 ​ ​ 9,672 Preclinical programs ​ ​ 446 ​ ​ 810 Manufacturing ​ ​ 2,543 ​ ​ 2,241 Other research and development expenses ​ ​ 230 ​ ​ 198 General and administrative expenses (2) ​ ​ 9,617 ​ ​ 9,622 Equity-based compensation ​ ​ 2,087 ​ ​ 3,748 Other segment items (3) ​ ( 906 ) ​ ( 446 ) Segment and consolidated net loss ​ $ ( 23,487 ) ​ $ ( 33,971 ) ​ (1) R&D Personnel costs exclude equity-based compensation (2) General and administrative expenses exclude equity-based compensation (3) Other segment items include, Other income, net, Interest expense and Loss on currency translation from liquidation of subsidiary . ​ ​ 14. Subsequent Events ​ On March 10, 2026, the Company’s Lincoln Park Purchase Agreement expired. There was no activity with the Lincoln Park Purchase Agreement between January 1, 2026 and March 10, 2026. ​ ​ ​ ​ ​ 132 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​