What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-06 · 127 added, 173 removed, 342 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 30, 2025

March 31, 2026

December 31, 2025

20 unchanged sentences

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

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

no shares issued and outstanding at March 31, 2026 and December 31, 2025

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

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

89,353,773 and 88,904,161 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Expenses:

6 unchanged sentences

Interest expense

Loss on currency translation from liquidation of subsidiary

Total other income, net

Foreign currency translation adjustment, including reclassifications

Total comprehensive loss

Net loss and comprehensive loss

Net loss per share:

4 unchanged sentences

(in thousands, except share amounts)

Comprehensive

Stockholders’

Balances as of December 31, 2024

Issuance of common stock in follow-on public offering, net of discounts and issuance costs of $ 1,329

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

Issuance of common stock under the 2022 ATM, net of commissions and allocated fees

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

Equity-based compensation

Reclassification adjustment of foreign currency translation included in net loss for liquidation of subsidiary

Balances as of March 31, 2025

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

Exercise of stock options

Equity-based compensation

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.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands, except share amounts)

Comprehensive

Stockholders’

Balances as of December 31, 2025

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

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

Equity-based compensation

Balances as of March 31, 2025

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

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

Equity-based compensation

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

Balances as of March 31, 2026

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

3 unchanged sentences

Amortization of right-of-use assets

Loss on currency translation from liquidation of subsidiary

Realized loss on disposal of property and equipment

Changes in operating assets and liabilities:

9 unchanged sentences

Cash flows from financing activities:

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 issuance of common stock under the 2022 ATM, net of commissions and allocated fees

Proceeds from the exercise of common stock options

Payment of employee withholding taxes on vested RSUs

Payment of employee withholding taxes on vested restricted stock units

Payments on loan payable

Net cash provided by financing activities

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

Net cash provided (used) by financing activities

Net 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.

11 unchanged sentences

The Shelf was declared effective on January 3, 2023 by the SEC.

The Company also simultaneously entered into a sales agreement with Cantor Fitzgerald & Co.

The Company also simultaneously entered into a sales agreement (the “Previous Sales Agreement”) with Cantor Fitzgerald & Co.

Riley Securities, Inc.

(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 “2022 ATM”).

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.

On December 16, 2025, the Company delivered written notice to B.

Riley Securities, Inc.

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 the termination, approximately $ 12,465 remained in gross proceeds available for future issuances of common stock under the 2022 ATM.

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.

The Company filed a prospectus supplement to its Registration Statement on Form S-3 (File No.

333-268992) covering the resale of shares of common stock that may be issued under the Purchase Agreement.

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 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.

During the three months ended March 31, 2026, the Company did not sell any shares of common stock to Lincoln Park.

On March 10, 2026, the Lincoln Park Purchase Agreement expired.

Please refer to Note 7 – Stockholders’ Equity.

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”).

3 unchanged sentences

Refer to Note 7 – 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 March 31, 2026, $ 75,000 was available to draw pursuant to the Purchase Agreement.

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 $ 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 has incurred recurring losses since inception, including net losses of $ 4,570 for the three months ended March 31, 2026 and $ 23,487 for the year ended December 31, 2025.

As of March 31, 2026, the Company held cash and cash equivalents of $ 31,130 compared to $ 36,810 of cash and cash equivalents as of December 31, 2025.

The Company has incurred losses and negative cash flows from operations and has an accumulated deficit of $ 203,217 as of March 31, 2026.

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

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.

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 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.

As of May 8, 2026, the date of issuance of these Consolidated Financial Statements, the Company believes that its cash and cash equivalents as of March 31, 2026 is sufficient to fund operations for the period through one year after the date of this filing.

Summary of Significant Accounting Policies

Basis of Presentation

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.

The accompanying consolidated financial statements as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“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 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.

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 March 31, 2026, the statements of operations and comprehensive loss and stockholders’ equity for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025.

Such adjustments are of a normal and recurring nature.

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.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results for the year ending December 31, 2026, 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, 2025, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 26, 2026.

3 unchanged sentences

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 statements of cash flows for the nine months ended September 30, 2025 and 2024:

As of September 30,

Cash and Cash Equivalents

Restricted cash equivalents

Cash and 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.

Grant Receivables

1 unchanged sentence

The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables.

The Company generates grant income through grants and donations from government and other (non-government) parties.

The Company generates grant income through grants from government and other (non-government) organizations.

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 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.

For the three months ended March 31, 2026 and 2025, the Company generated grant income of $ 3,979 and $ 5,086 , respectively, primarily from reimbursements from the NIA for aging research.

Deferred grant income as of March 31, 2026 and December 31, 2025 was $ 220 and $ 367 , 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 September 30, 2025, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.

As of March 31, 2026, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.

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.

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, and geographic atrophy (“GA”) secondary to dry age-related macular degeneration.

Research and development costs are expensed as incurred.

2 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

6 unchanged sentences

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.

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

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.

24 unchanged sentences

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.

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.

3 unchanged sentences

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.

The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources.

6 unchanged sentences

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which enhances segment disclosures and requires additional disclosures of segment expenses.

This ASU is effective for annual periods in fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024.

We adopted this ASU for the annual period ended December 31, 2024 and the amendments have been applied retrospectively to all prior periods presented in the financial statements by expanding the disclosure of expenses included in our segment measures of profitability.

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 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.

The Company adopted this ASU retrospectively for the annual period beginning January 1, 2025.

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 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.

1 unchanged sentence

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.

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 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.

The Company maintains a full valuation allowance against all deferred tax assets as of March 31, 2026 and December 31, 2025, as management has determined that it is not more likely than not that the Company will realize these future tax benefits.

As of March 31, 2026 and December 31, 2025, the Company had no uncertain tax positions.

Financial Instruments and Fair Value Measurements

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

As of September 30, 2025

As of March 31, 2026

Quoted Priced in

2 unchanged sentences

Observable Inputs

Cash and cash equivalents:

Cash equivalents:

Money market funds

6 unchanged sentences

Observable Inputs

Cash and cash equivalents:

Cash equivalents:

Money market funds

Restricted cash equivalents:

Money market funds

Accrued Expenses

Accrued expense consists of the following:

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Under the agreement, the Company financed $ 356 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.

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 2025.

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 $ 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.

Total payments of approximately $ 40 , including interest and principal, are due monthly from November 2025 through August 2026.

As of March 31, 2026 and December 31, 2025, the outstanding principal of the loan was $ 194 and $ 307 , respectively, and is included in other current liabilities on the consolidated balance sheet.

Commitments and Contingencies

Operating Leases

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

Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of March 31, 2026 were as follows, in thousands:

March 31, 2026

December 31, 2025

4 unchanged sentences

Total operating lease liabilities

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:

Operating lease costs for the three months ended March 31, 2026 and 2025 was $ 47 and $ 54 , respectively.

The maturities of the operating lease liabilities and minimum lease payments as of March 31, 2026 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 September 30, 2025, respectively:

September 30, 2025

The following table summarizes the lease term and discount rate as of March 31, 2026:

March 31, 2026

December 31, 2025

3 unchanged sentences

Operating leases

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

Operating cash flows used for operating leases for the three months ended March 31, 2026 and 2025 was $ 50 and $ 56 , 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 September 30, 2025 and December 31, 2024, there was no litigation or contingency with at least a reasonable possibility of a material loss.

As of March 31, 2026 and December 31, 2025, 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 September 30, 2025, no dividends on common stock had been declared by the Company.

As of March 31, 2026, 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”).

The Shelf was declared effective on January 3, 2023 by the SEC.

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 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.

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.

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 $ 300.0 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 March 31, 2026, the Company did not sell any shares of common stock pursuant to the 2025 ATM.

As of March 31, 2026, $ 75,000 remain in gross proceeds available for future issuances of common stock under the 2025 ATM.

Lincoln Park Purchase Agreement

1 unchanged sentence

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 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.

During the three months ended March 31, 2026 and 2025, the Company did not sell any shares of common stock to Lincoln Park.

On March 10, 2026, the Lincoln Park Purchase Agreement expired.

August 2025 Registered Direct Offering and Warrant Issuance

7 unchanged sentences

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:

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.

As of March 31, 2026, the Company had the following equity-classified common stock warrants outstanding:

Weighted-Average

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Balance, December 31, 2025

Balance, September 30, 2025

Exercisable as of September 30, 2025

Balance, March 31, 2026

Exercisable as of March 31, 2026

Equity-based Compensation

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

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 .

As of March 31, 2026, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 4,991,064 .

The number of shares reserved for issuance under the 2021 Plan increased automatically on January 1, 2026 pursuant to an evergreen provision therein by 4,445,208 shares, representing 5 % of total common shares outstanding at December 31, 2025.

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No more than 13,502,725 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 September 30, 2025, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP.

As of March 31, 2026, 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.

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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:

Nine Months Ended

September 30, 2024

Expected volatility

91.78 % – 92.29 %

Risk-free interest rate

4.23 % – 4.45 %

Dividend yield

Expected term (years)

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.

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.

The Company estimates the fair value of options granted on the date of grant using the Black-Scholes option pricing model.

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.

Risk-Free Interest Rate — The risk-free interest rate is based on the U.S.

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Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term.

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

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.

During the three months ending March 31, 2026 and 2025, there were no stock options granted.

Activity for options was as follows:

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Options expired

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.

Balance, March 31, 2026

Exercisable as of March 31, 2026

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.

The fair values of 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.

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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 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 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:

During the three months ended March 31, 2026 and 2025, the Company granted 2,197,219 and 2,587,008 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2026:

Weighted-Average

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Outstanding at December 31, 2025

Outstanding at September 30, 2025

Outstanding at March 31, 2026

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 September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Research and development

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Total equity-based compensation

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.

As of March 31, 2026, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 3,863 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 3.90 years.

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:

September 30,

Three Months Ended March 31,

Options issued and outstanding

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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.

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

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

Nine Months Ended September 30,

The table below is a summary of the segment loss, including significant segment expenses (in thousands):

Three Months Ended March 31,

Clinical programs

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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