What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-23 compared with 2025-03-20 · 91 added, 91 removed, 157 unchanged (54% of the section changed)

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We are a clinical-stage biopharmaceutical company advancing TCE bispecific antibodies for solid tumors.

We are building an innovative portfolio of TCE bispecific therapeutics, including CTIM-76, a CLDN6 x CD3 TCE, CT-95, an MSLN x CD3 TCE, and CT-202, a Nectin-4 x CD3 TCE.

Our goal is to build an innovative portfolio of TCE bispecific therapeutics, including CTIM-76, a CLDN6 x CD3 TCE, CT-95, an MSLN x CD3 TCE, and CT-202, a Nectin-4 x CD3 TCE.

CTIM-76 is a CLDN6 x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing CLDN6.

CLDN6 is a tight junction membrane protein target expressed in multiple solid tumors and absent from or expressed at low levels in healthy adult tissues.

IND-enabling studies on CTIM-76 have been completed.

On May 2, 2024, we announced the FDA cleared our IND application to support the initiation of a Phase 1 dose escalation and expansion trial of CTIM-76 in patients with CLDN6-positive gynecologic and testicular cancers.

We dosed the first patient in our CTIM-76 Phase 1 trial in January 2025.

We expect to share initial data for the CTIM-76 Phase 1 trial in the first half of 2026.

On September 23, 2024, we entered into the BioAtla License Agreement with BioAtla, pursuant to which we obtained an exclusive, worldwide license to develop, manufacture and commercialize the BioAtla Asset, including BA3362 (renamed by the Company as CT-202), BioAtla’s Nectin-4 x CD3 TCE.

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla is eligible to receive up to $122.5 million in additional milestone payments based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales for products containing the BioAtla Assets, subject to standard reductions.

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast.

Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate (“ADC”), but it is also associated with certain adverse events, including neuropathy and rash.

CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment.

We expect to file an IND application for CT-202 in the middle of 2026.

On July 9, 2024, we entered into the Asset Purchase Agreement pursuant to which we acquired CT-95 (formerly known as LNK-101), from Link, which succeeded to the assets of Link Immunotherapeutics Inc.

The FDA previously cleared the IND application for CT-95.

Pursuant to the Asset Purchase Agreement, we purchased the Transferred Assets on an “as is” and “where is” basis.

CT-95 patents are currently being prosecuted and/or maintained in the United States, Europe, Canada, Australia, Japan and Taiwan.

We also assumed certain liabilities relating to the Transferred Assets.

In consideration of the Transferred Assets, we made a one-time payment to Link of $3.75 million.

We have an active IND for CTIM-76 with the FDA.

We dosed the first patient in our CTIM-76 Phase 1 clinical trial in January 2025.

We expect to share Phase 1a interim data for the CTIM-76 trial in June 2026.

CT-95 is an MSLN x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing MSLN.

MSLN is a membrane protein overexpressed in approximately 30% of cancers.

We anticipate dosing the first patient in the CT-95 Phase 1 trial in the second quarter of 2025.

We expect to share initial data for the CT-95 Phase 1 trial in the middle of 2026.

On December 2, 2024, we entered into the ATM Sales Agreement with Agent.

Pursuant to the terms of the ATM Sales Agreement, we may offer and sell ATM Shares having an aggregate offering amount of up to $75.0

million from time to time through the Agent.

Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act.

The Agent will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of ATM Shares sold under the ATM Sales Agreement.

On December 23, 2024, the Company sold 14,705,882 shares of its common stock under the ATM Sales Agreement for net proceeds of approximately $14.5 million.

On May 1, 2024, we entered into the Purchase Agreement for the Private Placement of (i) 59,032,259 PIPE Shares at a purchase price of $1.55 per PIPE Share and (ii) Pre-Funded Warrants to purchase 5,482,741 Warrant Shares at a purchase price of $1.549 per Pre-Funded Warrant.

The Pre-Funded Warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full.

The aggregate gross proceeds for the Private Placement were approximately $100 million, before deducting offering expenses of $5.2 million, and the Private Placement closed on May 6, 2024.

On February 29, 2024, we amended the Integral License Agreement to reflect updated financial terms.

We dosed the first patient in our CT-95 Phase 1 trial in April 2025.

We expect to share Phase 1a interim data for the CT-95 trial in September 2026.

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast.

Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash.

CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment.

We submitted our application to the HREC in March 2026 to support the initiation of a first-in-human trial for CT-202.

We expect to dose the first patient in our CT-202 Phase 1 trial in the third quarter of 2026.

We were incorporated in April 2015 under the laws of the State of Delaware.

Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our company, business planning and raising capital.

We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations.

We have funded our operations primarily through the sale of common stock, warrants, convertible debt and convertible preferred stock.

Our net loss was $36.1 million for the year ended December 31, 2025.

As of December 31, 2025, we had an accumulated deficit of $130.9 million.

Asset Acquisition Agreements

Integral Molecular License Agreement

In April 2021, we entered into a collaboration and licensing agreement with Integral Molecular, Inc.

(“Integral”) (the “Integral License Agreement”) for the development of a CLDN6 bsAb for cancer therapy.

On February 29, 2024, we further amended (the "Second Amendment") the Research Collaboration and License Agreement (the “Integral License Agreement”, as amended) with Integral to reflect updated financial terms.

In the course of our further due diligence review of CTIM-76, we determined that certain of the licensed rights under the Integral License Agreement may incorporate intellectual property rights currently held by a third party.

Specifically, we are aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034 that potentially cover certain parts of the intellectual property included in CTIM-76.

While we believe we will have reasonable defenses against any potential claim of infringement, we may not be successful in such efforts, and we also may not be able to obtain a license to such patent on commercially reasonable terms, or at all.

Specifically, at the time of the Second Amendment, we were aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034, and then in 2025 became aware of a patent that issued in the United States expiring in March 2042, in each instance that potentially covers certain parts of the intellectual property included in CTIM-76.

While we believe we will have reasonable defenses against any potential claim of infringement, we may

not be successful in such efforts, and we also may not be able to obtain a license to such patent on commercially reasonable terms, or at all.

As part of the Second Amendment, Integral’s right to receive certain future payments was reduced as follows:

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The amended commercial milestones now also reflect a payment due upon the achievement of annual net sales of $500 million and annual net sales of $1 billion.

On March 22, 2023, we announced a portfolio prioritization and capital allocation strategy, including discontinuing the development of ONA-XR and focusing on the development of CTIM-76.

Based upon the challenging market conditions for emerging companies, the increasingly competitive landscape for breast cancer treatments, recent study findings, and other factors, we decided to cease development and explore strategic options for ONA-XR.

As a result, we no longer primarily focus on female cancers.

We were incorporated in April 2015 under the laws of the State of Delaware.

We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations.

We have funded our operations primarily through the sale of convertible debt, convertible preferred stock, common stock and warrants.

Our net loss was $26.7 million for the year ended December 31, 2024.

As of December 31, 2024, we had an accumulated deficit of $94.8 million.

We expect to have sufficient cash and cash equivalents to fund the estimated duration of the dose escalation portions of our CTIM-76 and CT-95 Phase 1 trials, the estimated expenses through IND filing for CT-202, as well as our operations into 2027.

Link Purchase Agreement

On July 9, 2024, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which we acquired CT-95 (formerly known as LNK-101), from Link (assignment for the benefit of creditors), LLC (“Link”), which succeeded to the assets of Link Immunotherapeutics Inc.

The FDA previously cleared the IND application for CT-95.

Pursuant to the Asset Purchase Agreement, we purchased all of the assets of Link associated with CT-95, including patent rights, know-how, regulatory filings, and inventory of drug substance and drug product (the “Transferred Assets”), on an “as is” and “where is” basis.

CT-95 patents are currently being prosecuted and/or maintained in the United States, Europe, Canada, Australia, Japan and Taiwan.

We also assumed certain liabilities relating to the Transferred Assets.

In consideration of the Transferred Assets, we made a one-time payment to Link of $3.75 million.

BioAtla License Agreement

On September 23, 2024, we entered into a license agreement (the “BioAtla License Agreement”) with BioAtla, Inc.

("Bioatla"), pursuant to which we obtained an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies (the “BioAtla Assets”), including BA3362 (renamed by the Company as CT-202), BioAtla’s Nectin-4 x CD3 TCE bispecific antibody.

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla is eligible to receive up to $122.5 million in additional milestone payments based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single-digit to low double-digit royalties on future net sales for products containing the BioAtla Assets, subject to standard reductions.

In October 2025, we achieved a $2.0 million development milestone under the BioAtla License Agreement, which we paid to BioAtla in the fourth quarter of 2025.

Financial Overview

Currently, our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, as well as general and administrative expenditures.

Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual

commercialization of one or more of our current or any future product candidates.

Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our current or any future product candidates.

We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our current and any future product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

In addition, if we obtain regulatory approval for any product candidate, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution.

Furthermore, we have incurred and continue to incur significant costs associated with operating as a public company, including legal, accounting, investor relations and other expenses.

Furthermore, we have incurred and continue to incur significant costs associated with operating as a public company, including legal,

accounting, investor relations and other expenses.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenses on other research and development activities.

We expect to continue to incur net operating losses for at least the next several years, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will continue to increase.

We expect our expenses and capital requirements will increase significantly in connection with our ongoing activities as we:

• continue nonclinical studies and initiate clinical trials for CTIM-76, CT-95, CT-202 and for any additional product candidates that we may pursue;

• continue to scale up external manufacturing capacity with the aim of securing sufficient quantities to meet our capacity requirements for clinical trials and potential commercialization;

• establish a sales, marketing and distribution infrastructure to commercialize any approved product candidate and related additional commercial manufacturing costs;

• develop, maintain, expand, protect and enforce our intellectual property portfolio, including patents, trade secrets and know how;

• acquire or in-license other product candidates and technologies, including related upfront, milestone and royalty payments;

• attract, hire and retain additional executive officers, clinical, scientific, quality control, and manufacturing management and administrative personnel;

• add clinical, operational, financial and management information systems and personnel, including personnel to support our product development and planned future commercialization efforts;

• expand our operations in the United States and to other geographies;

• incur additional legal, accounting, investor relations and other expenses associated with operating as a public company.

As of December 31, 2024, we had cash and cash equivalents of $94.4 million, which we expect will be sufficient to fund our operations into 2027.

As of December 31, 2025, we had cash and cash equivalents of $66.0 million, which we expect will be sufficient to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into mid-2027.

If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects.

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Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.

If we are unable to secure adequate additional funding, we may have to

significantly delay, scale back or discontinue the development and commercialization of one or more product candidates or delay our pursuit of potential in-licenses or acquisitions.

If we are unable to secure adequate additional funding, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more product candidates or delay our pursuit of potential in-licenses or acquisitions.

At-the-Market Offering

On December 2, 2024, we entered into a Sales Agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (the “Agent”).

Pursuant to the terms of the ATM Sales Agreement, we may offer and sell shares of common stock having an aggregate offering amount of up to $75.0 million from time to time through the Agent (the “ATM Shares”).

Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act.

On December 23, 2024, we sold 14,705,882 shares of our common stock under the ATM Sales Agreement for net proceeds of approximately $14.5 million.

On October 24, 2025, we entered into Amendment No.

1 to Sales Agreement (the “Amendment”, and together with the ATM Sales Agreement, the “Amended ATM Sales Agreement”) to provide for an increase in the aggregate offering amount under the Amended ATM Sales Agreement, such that following the filing of a new prospectus supplement with respect to the ATM Shares on October 24, 2025, we may offer and sell ATM Shares having an aggregate offering price of up to $75.0 million, exclusive of ATM Shares previously sold in December 2024.

The Agent will be entitled to a commission from the Company of up to 3.0% of the gross proceeds from the sale of ATM Shares sold under the Amended ATM Sales Agreement.

Private Placement

On May 1, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) for the private placement (the “Private Placement”) of (i) 59,032,259 shares (the “PIPE Shares”) of our common stock at a purchase price of $1.55 per PIPE Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,482,741 shares of common stock (the “Warrant Shares”) at a purchase price of $1.549 per Pre-Funded Warrant.

The Pre-Funded Warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full.

The aggregate gross proceeds for the Private Placement were approximately $100 million, before deducting offering expenses of $5.2 million, and the Private Placement closed on May 6, 2024.

In September 2025, 2,178,200 Pre-Funded Warrants were exercised on a cashless basis, resulting in the issuance of 2,174,983 shares of common stock.

As of December 31, 2025, 3,304,541 Pre-Funded Warrants remained outstanding.

Components of Our Results of Operations

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• personnel expenses, including salaries, benefits and share-based compensation expense for our employees and consultants engaged in research and development functions;

• costs of funding research performed by third parties, including pursuant to agreements with CROs that conduct our clinical trials, as well as investigative sites, consultants and CROs that conduct our preclinical and clinical studies;

• costs of funding research performed by third parties, including pursuant to agreements with contract research organizations (“CROs”) that conduct our clinical trials, as well as investigative sites, consultants and CROs that conduct our preclinical and clinical studies;

• expenses incurred under agreements with contract manufacturing organizations, including manufacturing scale-up expenses, milestone-based payments, and the cost of acquiring and manufacturing preclinical study and clinical trial materials;

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General and administrative expense also includes corporate facility costs not otherwise included in research and development expense, including rent, utilities and insurance, as well as legal fees related to intellectual property and corporate matters and fees for accounting and consulting services.

We expect that our general and administrative expenses will increase in the future to support our continued research and development activities, potential commercialization efforts and increased costs of operating as a public

These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, legal support and accountants, among other expenses.

Additionally, we will continue to incur significant costs associated with being a public company, including expenses related to services associated with maintaining compliance with the requirements of Nasdaq and the Securities and Exchange Commission (the “SEC”), insurance and investor relations costs.

Additionally, we will continue to incur significant costs associated with being a public company, including expenses related to services associated with

maintaining compliance with the requirements of Nasdaq and the SEC, insurance and investor relations costs.

If any of our current or future product candidates obtain U.S.

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Interest income consists of interest earned on our cash and cash equivalents.

Other Expense

Other expense is primarily due to the recognition of foreign currency losses as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Other Income (Expense)

Other income (expense) is primarily due to the recognition of foreign currency gains or losses as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Results of Operations

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Interest income 3,378,545 3,200,224 178,321 6 %

Other expense (1,428) (55,570) 54,142 (97) %

Other income (expense) 200,471 (1,428) 201,899 *

Net loss $ (36,123,615) $ (26,725,104) $ (9,398,511) 35 %

* Percentage not meaningful

Research and Development Expenses

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$ Change % Change

ONA-XR $ — $ 1,889,220 $ (1,889,220) (100) %

CTIM-76 $ 6,843,564 $ 5,581,896 $ 1,261,668 23 %

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$ 31,856,252 $ 22,701,335 $ 9,154,917 40 %

* Percentage not meaningful

The decrease in ONA-XR expenses of $1.9 million was due to the decision in March 2023 to discontinue development of ONA-XR and focus on the development of CTIM-76.

CTIM-76 expenditures decreased by $9.0 million, primarily due to decreases of $6.1 million in contract manufacturing costs mainly due to the completion of manufacturing activities in early 2024 and $5.0 million in preclinical costs as a result of the completion of IND-

enabling studies in early 2024.

These decreases were partially offset by an increase of $2.0 million in clinical costs as a result of initiating our Phase 1 clinical trial .

CT-95 expense of $4.9 million primarily represents consideration paid of $3.75 million to acquire the asset from Link in July 2024 and approximately $1.1 million in other expenses, the majority of which were $0.6 million of clinical start up costs .

CT-202 expense of $11.2 million primarily represents the $11.0 million consideration paid under the BioAtla License Agreement entered into in September 2024.

Personnel-related costs, which include salaries, benefits and stock-based compensation expense, decreased by approximately $0.2 million, primarily due to lower average headcount over the prior year period.

CTIM-76 expenditures increased by $1.3 million, primarily due to an increase of $3.1 million in clinical costs as a result of continued progression of our ongoing Phase 1 clinical trial.

This increase was partially offset by a decrease of $1.0 million in preclinical costs as a result of the completion of IND-enabling studies in early 2024 and a decrease of $0.8 million in contract manufacturing costs.

CT-95 expense of $4.9 million for 2025 primarily represents $3.7 million in clinical costs and $1.2 million in preclinical, contract manufacturing, and diagnostic development expenses incurred.

CT-95 expense of $4.9 million for 2024 primarily represents consideration paid of $3.75 million to acquire the asset from Link in July 2024 and approximately $1.1 million in other expenses, the majority of which was $0.6 million of clinical start up costs .

CT-202 expense of $15.6 million for 2025 primarily represents $8.7 million in contract manufacturing costs, $4.7 million in preclinical expenses, and a $2.0 million

expense related to achieving a development milestone under the BioAtla License Agreement.

CT-202 expense of $11.2 million for 2024 primarily represents the $11.0 million consideration paid under the BioAtla License Agreement entered into in September 2024.

Personnel-related costs, which include salaries, benefits and stock-based compensation expense, increased by approximately $3.3 million, primarily due to higher headcount over the prior year as well as termination benefits incurred related to certain employee departures.

Other research and development expense increased by approximately $0.1 million, due to allocated expenses as a result of higher headcount over the prior year.

General and Administrative Expenses

General and administrative expenses decreased by $0.1 million from $7.3 million for the year ended December 31, 2023 to $7.2 million for the year ended December 31, 2024.

The decrease was primarily driven by a decrease in insurance expense of $0.2 million and salaries, benefits and stock-based compensation expense of $0.1 million.

These decreases were partially offset by an increase in other administrative costs of $0.2 million.

General and administrative expenses increased by $0.6 million from $7.2 million for the year ended December 31, 2024 to $7.8 million for the year ended December 31, 2025.

The increase was primarily driven by a $0.7 million increase in salaries and personnel-related costs, including share-based compensation, mainly due to higher headcount and compensation adjustments.

The increase was partially offset by a decrease in professional fees of $0.1 million.

Interest Income

Interest income increased by approximately $2.0 million for the year ended December 31, 2024 as compared to 2023, primarily due to higher interest income earned on cash and cash equivalent balances due to the Private Placement and other sales of common stock.

Other Expense

Other expense decreased by approximately $0.1 million for the year ended December 31, 2024 as compared to 2023 primarily due to lower foreign currency losses as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Interest income increased by approximately $0.2 million for the year ended December 31, 2025 as compared to 2024, primarily due to additional interest earned from higher cash and cash equivalent balances following the Private Placement and other sales of common stock.

Other Income (Expense)

Other income was $0.2 million for the year ended December 31, 2025 as compared to other expense of $1,400 in 2024, primarily due to foreign currency gains in 2025 as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Liquidity and Capital Resources

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We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all.

Since our inception through December 31, 2024, we have funded our operations through the sale of convertible debt, convertible preferred stock, common stock and warrants.

Since our inception through December 31, 2025, we have funded our operations through the sale of common stock, warrants, convertible debt and convertible preferred stock.

As of December 31, 2025, we had $66.0 million in cash and cash equivalents and an accumulated deficit of $130.9 million.

We expect our cash and cash equivalents at December 31, 2024 to fund the estimated duration of the dose escalation portions of our CTIM-76 and CT-95 Phase 1 trials, the estimated expenses through IND filing for CT-202, as well as our operations into 2027.

We expect our cash and cash equivalents at December 31, 2025 to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into mid-2027.

We have based these estimates on assumptions that may prove to be imprecise, and we could utilize our available capital resources sooner than we expect.

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Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends.

If we raise additional funds through collaborations, strategic transactions or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us.

If we raise additional funds through collaborations, strategic transactions or marketing, or distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us.

If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

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Cash used in investing activities (2,033,948) (14,757,316)

Cash provided by financing activities 109,293,747 —

Net increase (decrease) in cash and cash equivalents $ 79,979,997 $ (21,047,618)

Cash (used in) provided by financing activities (15,268) 109,293,747

Net (decrease) increase in cash and cash equivalents $ (28,434,596) $ 79,979,997

Comparison of the Years Ended December 31, 2025 and 2024

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During the year ended December 31, 2025, we used $26.4 million of cash in operating activities.

Cash used in operating activities reflected our net loss of $26.7 million and a net change in our operating assets and liabilities of $3.5 million, partially offset by in-process research and development charges of $14.8 million and non-cash share-based compensation of $0.8 million.

Cash used in operating activities reflected our net loss of $36.1 million, partially offset by a net change in our operating assets and liabilities of $6.3 million, in-process research and development charges of $2.0 million, and non-cash share-based compensation of $1.3 million.

The primary uses of cash were to fund our operations related to the development of our product candidates.

During the year ended December 31, 2024, we used $14.6 million of cash in operating activities.

Cash used in operating activities reflected our net loss of $24.0 million, partially offset by non-cash share-based compensation of $1.1 million and a net change in our operating assets and liabilities of $1.8 million.

The primary uses of cash were to fund our operations related to the development of our current and former product candidates.

Investing Activities

During the year ended December 31, 2025, cash used in investing activities was attributable to a payment of $2.0 million under the BioAtla License Agreement for the achievement of a development milestone for CT-202, and purchases of property and equipment totaling $34,000.

During the year ended December 31, 2024, cash used in investing activities was primarily attributable to a payment of $11.0 million under the BioAtla License Agreement for the development of CT-202 and a one-time payment of $3.75 million made to Link to acquire the assets associated with CT-95.

We did not have cash flows from investing activities during the year ended December 31, 2023.

Financing Activities

During the year ended December 31, 2025, we used approximately $15,000, of cash in financing activities related to the payment of remaining offering costs from the sale of ATM Shares under our ATM Sales Agreement.

During the year ended December 31, 2024, financing activities provided $109.3 million, consisting of net proceeds of $94.8 million from the sale of common stock and Pre-Funded Warrants in the Private Placement, as well as net proceeds of $14.5 million from the sale of common stock under our ATM Sales Agreement..

We did not have cash flows from financing activities during the year ended December 31, 2023.

Off-Balance Sheet Arrangements

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Research and development costs are expensed as incurred.

Research and development costs include external costs of outside vendors engaged to conduct clinical studies and other research and development activities, acquired IPR&D, salaries, share-based compensation, and other operational costs related to our research and development activities.

Research and development costs include external costs of outside vendors engaged to conduct clinical studies and other research and development activities, acquired in-process research and development, salaries, share-based compensation, and other operational costs related to our research and development activities.

Costs for certain development activities, such as the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, are estimated based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations or information provided to us by our vendors with respect to their actual costs incurred.

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As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements.

Other exemptions and reduced reporting requirements under the JOBS Act include, without limitation, the requirements for providing an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements.

We will remain an emerging growth company until the earlier to occur of (a) the last day of the fiscal year (i) following October 19, 2026, (ii) in which we have total annual gross revenues of at least $1.235 billion or (iii) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means that we have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months and have filed at least one annual report pursuant to the Exchange Act and (b) either (i) the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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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-K

Item 7. Management’s Discussion and Analysis