What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 109 added, 81 removed, 353 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Prepaid expenses and other current assets

Restricted cash equivalents

Total current assets

14 unchanged sentences

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

no shares issued and outstanding at March 31, 2025 and December 31, 2024

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

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

61,974,755 and 59,854,877 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

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

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating Expenses:

25 unchanged sentences

Balances as of March 31, 2024

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

COGNITION THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands, except share amounts)

Comprehensive

5 unchanged sentences

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

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

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

17 unchanged sentences

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

Payment of employee withholding taxes on vested restricted stock units

Proceeds from the exercise of common stock options

Payment of employee withholding taxes on vested RSUs

Payments on loan payable

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents – beginning of period

Cash and cash equivalents – end of period

Net decrease in cash, cash equivalents and restricted cash equivalents

Cash, cash equivalents, and restricted cash equivalents

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

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

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

14 unchanged sentences

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

During the three months ended March 31, 2025, the Company sold 2,004,729 shares of its common stock pursuant to the ATM for gross proceeds of approximately $ 1,505 .

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

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

4 unchanged sentences

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

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

As of March 31, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

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

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

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

1 unchanged sentence

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 $ 8,480 for the three months ended March 31, 2025 and $ 33,971 for the year ended December 31, 2024.

As of March 31, 2025, the Company held cash and cash equivalents of $ 16,428 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 $ 183,640 as of March 31, 2025.

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

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

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

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

As of May 7, 2025, the date of issuance of these Consolidated Financial Statements, the Company believes that its cash and cash equivalents as of March 31, 2025 is not sufficient to fund operations for the period through one year after the date of this filing and therefore substantial doubt exists about the Company’s ability to continue as a going concern.

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

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

Until such time that the Company can generate significant revenue from product sales, if ever,

t he 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.

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

transactions.

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

2 unchanged sentences

Basis of Presentation

The accompanying consolidated financial statements as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, 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 consolidated financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“U.S.

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, 2025, the statements of operations and comprehensive loss and stockholders’ equity for the three months ended March 31, 2025 and 2024, and cash flows for the three months ended March 31, 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 June 30, 2025, the statements of operations and comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

Such adjustments are of a normal and recurring nature.

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

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

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

3 unchanged sentences

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 consolidated balance sheet which, in aggregate, represents the amount reported in the consolidated statements of cash flows for the six months ended June 30, 2025 and 2024:

As of June 30,

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, 2025 and 2024, the Company generated grant income of $ 5,086 and $ 4,912 , respectively, primarily from reimbursements from the NIA for aging research.

Deferred grant income as of March 31, 2025 and December 31, 2024 was $ 1,066 .

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

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

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

As of June 30, 2025, 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, 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.

10 unchanged sentences

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

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

science industry focus.

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

25 unchanged sentences

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.

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”).

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

15 unchanged sentences

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 for the annual period beginning January 1, 2025.

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

Not Yet Adopted

2 unchanged sentences

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, 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 March 31, 2025 and December 31, 2024, the Company had no uncertain tax positions.

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

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

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

Financial Instruments and Fair Value Measurements

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

As of March 31, 2025

As of June 30, 2025

Quoted Priced in

2 unchanged sentences

Observable Inputs

Cash and cash equivalents

Money market funds

Restricted cash equivalents

Money market funds

As of December 31, 2024

3 unchanged sentences

Observable Inputs

Cash and cash equivalents

Money market funds

1 unchanged sentence

Accrued expense consists of the following:

March 31, 2025

June 30, 2025

December 31, 2024

10 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, the outstanding principal of the loan was $ 161 and $ 279 , respectively, and is included in other current liabilities on the consolidated balance sheet.

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

Commitments and Contingencies

Operating Leases

Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of March 31, 2025 were as follows, in thousands:

March 31, 2025

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

June 30, 2025

December 31, 2024

4 unchanged sentences

Total operating lease liabilities

Operating lease costs for the three months ended March 31, 2025 and 2024 was $ 54 and $ 55 , respectively.

The maturities of the operating lease liabilities and minimum lease payments as of March 31, 2025 were as follows:

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

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

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, 2025:

March 31, 2025

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

June 30, 2025

December 31, 2024

3 unchanged sentences

Operating leases

Operating cash flows used for operating leases for the three months ended March 31, 2025 and 2024 was $ 56 and $ 56 , respectively.

Operating cash flows used for operating leases for the six months ended June 30, 2025 and 2024 was $ 111 and $ 112 , 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, 2025 and December 31, 2024, there was no litigation or contingency with at least a reasonable possibility of a material loss.

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

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, 2025, no dividends on common stock had been declared by the Company.

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

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

1 unchanged sentence

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

The Company sold 2,004,729 shares of common stock pursuant to the ATM during the three months ended March 31, 2025 for gross proceeds of approximately $ 1,505 .

As of March 31, 2025, there was $ 20,369 remaining of common stock available for sale under the ATM, subject to the limitations of General Instruction I.B.6 of Form S-3.

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

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

Lincoln Park Purchase Agreement

1 unchanged sentence

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

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

As of March 31, 2025, $ 34,795 was available to draw pursuant to the Purchase Agreement.

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

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

March 2024 Offering

1 unchanged sentence

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.

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.

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, 2025, the aggregate number of shares of common stock of the Company that may be issued under the 2021 Plan is 3,073,114 .

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

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.

12 unchanged sentences

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

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

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

of directors.

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

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.

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:

Three Months Ended March 31,

Six Months Ended June 30,

Expected volatility

91.78 % – 92.29 %

Risk-free interest rate

4.23 % – 4.45 %

Dividend yield

Expected term (years)

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

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.

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.

During the six months ending June 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.

1 unchanged sentence

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.

Activity for options was as follows:

10 unchanged sentences

Options expired

Balance, March 31, 2025

Exercisable as of March 31, 2025

There were no grants of stock options for the three months ended March 31, 2025.

The weighted-average grant date fair value of stock options granted was $ 1.56 during the three months ended March 31, 2024.

There were 205,000 stock options granted at an aggregate fair value of $ 320 for the three months ended March 31, 2024.

During the three months ended March 31, 2025 and 2024, there were no stock options exercised.

Balance, June 30, 2025

Exercisable as of June 30, 2025

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

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

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

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

Restricted Stock Units

3 unchanged sentences

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, 2025 and 2024, the Company granted 2,587,008 and 280,600 RSU awards, respectively, containing time based vesting conditions to employees, non-employees, and non-employee directors.

During the three months ended March 31, 2025 and 2024, the Company granted 0 and 515,600 RSU awards containing performance and time based vesting conditions to employees.

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

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

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 March 31, 2025, the RSU awards granted in 2024 had no remaining performance conditions.

The following table summarizes the Company’s RSU activity for the three months ended March 31, 2025:

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

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

Weighted-Average

2 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Equity-based Compensation Expense

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

Three Months Ended 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, 2025, total future compensation expense related to unvested time-based awards yet to be recognized by the Company was $ 3,246 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 2.59 years.

Total unrecognized compensation expense related to unvested performance-based RSU awards was $ 310 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 0.57 years.

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

Total unrecognized compensation expense related to unvested performance-based awards was $ 155 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 0.4 years.

Net Loss per Share

4 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.

4 unchanged sentences

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

Six Months Ended June 30,

Clinical programs

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements