What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 112 added, 101 removed, 368 unchanged (37% of the section changed)

1 unchanged sentence

COGNITION THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS

(in thousands, except share and per share amounts)

March 31, 2026

June 30, 2026

December 31, 2025

20 unchanged sentences

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

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

no shares issued and outstanding at June 30, 2026 and December 31, 2025

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

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

95,055,773 and 88,904,161 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

Total liabilities and stockholders’ equity

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

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

COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating Expenses:

10 unchanged sentences

Weighted-average common shares outstanding:

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

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

COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

5 unchanged sentences

Balances as of March 31, 2025

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

Balances as of June 30, 2025

COGNITION THERAPEUTICS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands, except share amounts)

Stockholders’

4 unchanged sentences

Balances as of March 31, 2026

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

Issuance of common stock under the 2025 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

Balances as of June 30, 2026

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

COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

3 unchanged sentences

Amortization of right-of-use assets

Realized loss on disposal of property and equipment

Gain on lease modification

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 under the 2022 ATM, net of commissions and allocated fees

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

Proceeds from the exercise of common stock options

1 unchanged sentence

Payments on loan payable

Net cash provided (used) by financing activities

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash equivalents

2 unchanged sentences

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

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

Supplemental disclosures of non-cash financing activities:

Operating lease assets and liabilities recognized during the period

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

COGNITION THERAPEUTICS, INC.

Notes to Consolidated Financial Statements

NOTES TO FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

18 unchanged sentences

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

During the six months ended June 30, 2026, the Company did not sell any shares of common stock to Lincoln Park.

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

6 unchanged sentences

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.

For the six months ended June 30, 2026, the Company sold 5,506,610 shares of common stock pursuant to the 2025 ATM for gross proceeds of approximately $ 6,945 .

As of June 30, 2026, there was $ 68,055 remaining of common stock available for sale under the 2025 ATM.

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 $ 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’s 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 $ 8,502 for the six months ended June 30, 2026 and $ 23,487 for the year ended December 31, 2025.

As of June 30, 2026, the Company held cash and cash equivalents of $ 34,012 , 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 $ 207,149 as of June 30, 2026.

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

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.

As of August 7, 2026, the date of issuance of these Financial Statements, the Company believes that its cash and cash equivalents as of June 30, 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 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.

The accompanying financial statements as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“U.S.

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

1 unchanged sentence

GAAP for complete financial statements.

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of 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.

In the opinion of the Company’s management, the accompanying unaudited interim financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of June 30, 2026, the statements of operations and comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025.

Such adjustments are of a normal and recurring nature.

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.

The results for the three and six months ended June 30, 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.

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.

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets.

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 balance sheet which, in aggregate, represents the amount reported in the statements of cash flows for the six months ended June 30, 2026 and 2025:

As of June 30,

Cash and cash equivalents

Restricted 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 from government and other (non-government) organizations.

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 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.

For the three and six months ended June 30, 2026, the Company generated grant income of $ 3,518 and $ 7,497 , respectively, as compared to $ 7,106 and $ 12,192 for the three and six months ended June 30, 2025, respectively, primarily from reimbursements from the NIA for aging research.

Deferred grant income as of June 30, 2026 and December 31, 2025 of $ 777 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 March 31, 2026, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.

As of June 30, 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, 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, including 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.

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 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

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.

23 unchanged sentences

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

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

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

in the fair value between reporting periods recorded as other income or expense.

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

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

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 (“AD”) and dementia with Lewy bodies (“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 December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

The standard enhances transparency in income tax disclosures by requiring, on an annual basis, certain disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid.

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 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.

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 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.

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 financial statements.

The Company is currently evaluating the impact that this guidance will have on its 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.

The Company is currently evaluating ASU 2025-07 to determine its impact on the Company’s 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.

3 unchanged sentences

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.

The Company is currently evaluating the impact of adopting ASU 2025-10 on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

2 unchanged sentences

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.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its 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 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.

The Company maintains a full valuation allowance against all deferred tax assets as of June 30, 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 June 30, 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 March 31, 2026

As of June 30, 2026

Quoted Priced in

17 unchanged sentences

Accrued expense consists of the following:

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

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 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 $ 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.

As of June 30, 2026 and December 31, 2025 the outstanding principal of the loan was $ 78 and $ 307 , respectively, and is included in other current liabilities on the balance sheet.

Commitments and Contingencies

Operating Leases

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

Amounts reported in the balance sheets for leases where the Company is the lessee as of June 30, 2026 were as follows:

June 30, 2026

December 31, 2025

4 unchanged sentences

Total operating lease liabilities

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:

Operating lease costs for the three and six months ended June 30, 2026 was $ 53 and $ 100 , respectively, as compared to operating lease costs for the three and six months ended June 30, 2025 of $ 54 and $ 108 , respectively.

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

March 31, 2026

The following table summarizes the lease term and discount rate as of June 30, 2026, respectively:

June 30, 2026

December 31, 2025

3 unchanged sentences

Operating leases

Operating cash flows used for operating leases for the three months ended March 31, 2026 and 2025 was $ 50 and $ 56 , respectively.

Operating cash flows used for operating leases for the six months ended June 30, 2026 and 2025 was $ 103 and $ 111 , 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 March 31, 2026 and December 31, 2025, there was no litigation or contingency with at least a reasonable possibility of a material loss.

As of June 30, 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 March 31, 2026, no dividends on common stock had been declared by the Company.

As of June 30, 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 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 also simultaneously entered into the Previous Sales Agreement 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 .

3 unchanged sentences

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.

During the six months ended June 30, 2026, the Company sold 5,506,610 shares of common stock pursuant to the 2025 ATM for gross proceeds of approximately $ 6,945 .

As of June 30, 2026, $ 68,055 remain in gross proceeds available for future issuances of common stock under the 2025 ATM.

Lincoln Park Purchase Agreement

1 unchanged sentence

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

During the six months ended June 30, 2026, the Company did not sell any shares of common stock to Lincoln Park.

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

12 unchanged sentences

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:

As of June 30, 2026, the Company had the following equity-classified common stock warrants outstanding:

Weighted-Average

3 unchanged sentences

Balance, December 31, 2025

Balance, March 31, 2026

Exercisable as of March 31, 2026

Balance, June 30, 2026

Exercisable as of June 30, 2026

Equity-based Compensation

6 unchanged sentences

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

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 .

As of June 30, 2026, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 5,145,894 .

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.

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.

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 13,502,725 shares of common stock may be issued under the 2021 Plan through incentive stock options.

9 unchanged sentences

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 March 31, 2026, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP.

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

As of June 30, 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.

12 unchanged sentences

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.

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

During the six months ended June 30, 2026 and 2025, there were no stock options granted.

Activity for options was as follows:

10 unchanged sentences

Options expired

Balance, March 31, 2026

Exercisable as of March 31, 2026

Balance, June 30, 2026

Exercisable as of June 30, 2026

Restricted Stock Units

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

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

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

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.

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:

During the three and six months ended June 30, 2026, the Company granted 125,000 and 2,322,219 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

During the three and six months ended June 30, 2025, the Company granted 170,000 and 2,757,008 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 six months ended June 30, 2026:

Weighted-Average

2 unchanged sentences

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

1 unchanged sentence

Total equity-based compensation

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.

As of June 30, 2026, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 3,432 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.9 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:

Three Months Ended March 31,

Six Months Ended June 30,

Options issued and outstanding

3 unchanged sentences

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 AD and DLB.

The Company’s Chief Executive Officer (“CEO”) serves as the CODM.

3 unchanged sentences

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.

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

Three Months Ended March 31,

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

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

Six Months Ended June 30,

Clinical programs

9 unchanged sentences

(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.

(3) Other segment items include, Other income, net, and Interest expense

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