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Item 8. Financial Statements and Supplementary Data

2026-03-23 compared with 2025-03-20 · 94 added, 63 removed, 448 unchanged (26% of the section changed)

56 unchanged sentences

Common stock—$ 0.001 par value;

200,000,000 and 100,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively;

200,000,000 shares authorized;

91,879,177 and 89,704,194 issued and outstanding at December 31, 2025 and December 31, 2024, respectively

13 unchanged sentences

Interest income 3,378,545 3,200,224

Other expense ( 1,428 ) ( 55,570 )

Other income (expense) 200,471

Net loss $ ( 36,123,615 ) $ ( 26,725,104 )

11 unchanged sentences

Share-based compensation expense — — 841,867 — 841,867

Net loss — — — ( 23,964,211 ) ( 23,964,211 )

Balance at December 31, 2023 15,966,053 $ 15,966 $ 79,909,644 $ ( 68,054,590 ) $ 11,871,020

Share-based compensation expense — — 841,867 — 841,867

Sale of common stock and prefunded warrants in private placement, net of offering costs of $ 5,234,020

4 unchanged sentences

Balance at December 31, 2024 89,704,194 $ 89,704 $ 189,956,252 $ ( 94,779,694 ) $ 95,266,262

Exercise of pre-funded warrants from private placement 2,174,983 2,175 ( 2,175 ) — —

Share-based compensation expense — — 1,331,080 — 1,331,080

Net loss — — — ( 36,123,615 ) ( 36,123,615 )

Balance at December 31, 2025 91,879,177 $ 91,879 $ 191,285,157 $ ( 130,903,309 ) $ 60,473,727

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

11 unchanged sentences

Prepaid expenses and other current assets 1,107,686 ( 1,868,776 )

Other assets — 32,750

Accounts payable 1,095,967 ( 946,096 )

7 unchanged sentences

Cash flows from financing activities:

Proceeds from the sale of common stock and prefunded warrants in private placement, net 94,758,747 —

Proceeds from the sale of common stock and prefunded warrants in private placement, net of offering costs — 94,758,747

Payment of offering costs from the sale of common stock from ATM facility ( 15,268 ) —

Proceeds from the sale of common stock from ATM facility, net — 14,535,000

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

Cash and cash equivalents at beginning of year 94,429,824 14,449,827

1 unchanged sentence

Supplemental disclosure of non-cash activities:

Cashless exercise of prefunded warrants from private placement $ 2,175 $ —

Unpaid offering costs in Accounts payable $ — $ 15,268

7 unchanged sentences

The Company’s product candidates include CTIM-76, a Claudin 6 (“CLDN6”) x CD3 TCE, CT-95, a Mesothelin (“MSLN”) x CD3 TCE, and CT-202, a Nectin cell adhesion protein 4 (“Nectin-4”) x CD3 TCE.

The Company had also been developing onapristone extended release (“ONA-XR”).

However, in March 2023, the Company announced its plan to discontinue the development of this product candidate and focus its efforts on the development of CTIM-76.

All close-out costs associated with the ONA-XR program were recognized in research and development expense in 2023.

The Company does not expect to incur future expenses related to this program.

The Company was organized in April 2015 under the laws of the State of Delaware.

22 unchanged sentences

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

14 unchanged sentences

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the Company’s segment based on net loss, which is reported on the income statement as net loss.

The CODM assesses performance for the Company’s segment based on net loss, which is reported on the statements of operations as net loss.

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

9 unchanged sentences

Operating Expenses:

ONA-XR $ — $ 1,889,220

CTIM-76 $ 6,843,564 $ 5,581,896

4 unchanged sentences

Share-based compensation 1,331,080 841,867

Interest income ( 3,200,224 ) ( 1,163,975 )

Other segment items (a) 1,670,937 1,467,741

Loss from operations ( 39,702,631 ) ( 29,923,900 )

Interest income 3,378,545 3,200,224

Other income (expense) 200,471 ( 1,428 )

Segment and Net loss $

( 36,123,615 )

( 26,725,104 )

(a) Other segment items included in Segment loss mainly includes board fees, insurance, facilities and information technology costs.

11 unchanged sentences

Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations.

As of December 31, 2024, there was $ 0.2 million of deferred offering costs included in prepaid expenses and other current assets.

As of each of December 31, 2025 and December 31, 2024, there was $ 0.2 million of deferred offering costs included in prepaid expenses and other current assets.

Property and Equipment

3 unchanged sentences

The Company determines if an arrangement is a lease at inception.

Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the consolidated balance

Balances recognized related to operating leases are included in operating lease right-of-use assets and operating lease liabilities in the consolidated balance sheets.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

21 unchanged sentences

The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model.

The Company lacks Company-specific historical and implied volatility

Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price.

The Company lacks Company-specific historical and implied volatility information.

Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies in addition to the Company's historical volatility information.

Management expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price.

The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards.

10 unchanged sentences

To date, the Company has not taken any uncertain tax position or recorded any reserves, interest or penalties.

Interest and penalties related to uncertain tax positions are included within the provision for income tax.

Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period, including pre-funded warrants to purchase shares of common stock that were issued in the private placement transaction in May 2024 (Note 6).

Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as preferred stock, warrants and share-based awards, which would result in the issuance of incremental shares of common stock.

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period, including outstanding pre-funded warrants to purchase shares of common stock that were issued in the private placement transaction in May 2024 (Note 6).

Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as preferred stock, warrants (excluding pre-funded warrants) and share-based awards, 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.

4 unchanged sentences

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis.

This ASU was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

The Company adopted this standard for the Company’s year-ended 2024 annual reporting period.

See above for additional disclosures added upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied on a prospective basis while retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

This ASU is effective for fiscal years

beginning after December 15, 2024, with early adoption permitted.

The Company’s adoption of this pronouncement did not have a material effect on the Company’s disclosures.

Recently Issued but Not yet Adopted Accounting Pronouncements

47 unchanged sentences

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.

As of December 31, 2024, the Pre-Funded Warrants had not been exercised.

During the year ended December 31, 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.

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

1 unchanged sentence

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

Pursuant to the terms of the ATM Sales Agreement, the Company may offer and sell shares of the Company’s common stock, $ 0.001 par value per share (the “ATM Shares”), having an aggregate offering amount of up to $ 75.0 million from time to time through the Agent.

Pursuant to the terms of the ATM Sales Agreement, the Company may offer and sell shares of the Company’s common stock (the “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 of 1933, as amended.

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 October 24, 2025, the Company 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, the Company 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.

Warrants for Common Stock

8 unchanged sentences

Under the 2021 Incentive Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and stock grants.

The 2021 Incentive Plan allows for the issuance of up to 1,266,092 shares of common stock (the “Share Limit”).

On its initial effective date, the 2021 Incentive Plan allowed for the issuance of up to 1,266,092 shares of common stock (the “Share Limit”).

The Share Limit automatically increases on January 1 st of each year, during the term of the 2021 Incentive Plan, commencing on January 1 of the year following the year in which the effective date occurs, in an amount equal to four percent ( 4 %) of the total number of shares of the Company’s common stock outstanding on December 31 st of the preceding calendar year;

20 unchanged sentences

As the Company began trading publicly in October 2021, there is a lack of Company-specific historical and implied volatility information.

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies.

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies in addition to the Company's historical volatility information.

Additionally, due to an insufficient history with respect to stock option activity and post-vesting cancellations, the expected term assumption for employee grants is based on a permitted simplified method, which is based on the vesting period and contractual term for each tranche of awards.

13 unchanged sentences

Vested and expected to vest at December 31, 2025 5,868,500 $ 1.33 8.2 $ 2,941,679

The aggregate intrinsic value in the above table is calculated as the difference between fair market value of the Company’s common stock price and the exercise price of the stock options.

The aggregate intrinsic value in the above table is calculated as the difference between the fair market value of the Company’s common stock price and the exercise price of the stock options.

The weighted average fair value of share-based awards granted during the years ended December 31, 2025 and 2024 was $ 0.65 and $ 1.19 , respectively.

As of December 31, 2025, the unrecognized compensation cost related to outstanding share-based awards was $ 2.0 million and is expected to be recognized as expense over a weighted-average period of approximately 2.6 years.

(8) Commitments and Contingencies

(8) Commitments and Contingencies, including License Agreements

Operating Leases

In March 2024, the Company amended its lease for corporate office space in Philadelphia, Pennsylvania that it initially entered into in March 2023, in order to extend the expiration date to November 30, 2024.

In July 2024, the Company further amended the lease, which is now set to expire on November 30, 2026, thus making the arrangement no longer qualify for the short-term lease exception under ASC 842.

The Company also retains the right to renew the lease for up to two consecutive 12 -month terms upon at least nine months advance notice to the

landlord before any such successive renewal.

These renewal options were not contemplated in the Company's calculation of its right of use asset and lease liability.

See Note 10 for further discussion.

As of December 31, 2025, the operating lease right-of-use asset and the operating lease liabilities were each approximately $ 0.1 million, which were estimated using a discount rate of 11 %.

As of December 31, 2025, the remaining term of the Company’s noncancellable operating lease was 0.92 years.

Future minimum lease payments under the lease are $ 0.1 million at December 31, 2025.

The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not yet paid.

Rent expense related to the Company’s operating lease was approximately $ 126,000 and $ 125,000 for the years ended December 31, 2025 and 2024, respectively.

Employee Benefit Plans

The Company established a defined contribution 401(k) plan in which employees may contribute up to 100 % of their salary and bonus, subject to statutory maximum contribution amounts.

The Company contributes a safe harbor minimum contribution equivalent to 3 % of employees’ compensation.

For the years ended December 31, 2025 and 2024, the Company provided contributions of approximately $ 108,000 and $ 60,000 , respectively.

Collaboration Agreement with Tyligand Bioscience

In March 2020, the Company entered into a process development agreement (the “Tyligand Process Development Agreement”) with Tyligand Bioscience (Shanghai) Limited (“Tyligand”) for the development, manufacturing, registration and future commercialization of onapristone extended release (“ONA-XR”).

Upon completion of specific performance-based milestones under the Tyligand Process Development Agreement, in August 2021, the Company and Tyligand entered into a license agreement (the “Tyligand License Agreement”) whereby Tyligand was granted the exclusive right to ONA-XR and was solely responsible for the development and commercialization of ONA-XR in China, Hong Kong and Macau.

The Company retained rights in the rest of the world to commercialize ONA-XR.

In August 2024, the Company and Tyligand mutually agreed to terminate the Tyligand License Agreement, and any ongoing payment obligations the Company may have had to Tyligand under the Tyligand Process Development Agreement.

In August 2024, the Company and Tyligand mutually agreed to terminate the license agreement previously entered into between the parties in August 2021, and further agreed to terminate any ongoing payment obligations the Company may have had to Tyligand under the Tyligand Process Development Agreement.

Collaboration and Licensing Agreement with Integral Molecular

3 unchanged sentences

The Company will conduct preclinical and all clinical development, as well as regulatory and commercial activities through exclusive worldwide rights to develop and commercialize the novel CLDN6 candidates.

The payment for the initial upfront license fee as well as subsequent payments for milestones achieved were expensed to acquired in-process research and development.

The payment for the initial upfront license fee as well as subsequent payments for milestones achieved were expensed to acquired IPR&D.

As a part of the Integral License Agreement, Integral was eligible to receive remaining development and regulatory milestone payments totaling approximately $ 55.0 million, sales milestone payments totaling up to $ 130.0 million, and tiered royalties of up to 12 % of net sales of certain products developed under the Integral License Agreement.

5 unchanged sentences

Asset Purchase Agreement

On July 9, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company acquired CT-95 (formerly known as LNK-101), an MSLN x CD3 T cell engaging bispecific antibody, from Link (assignment for the benefit of creditors), LLC (“Link”), which succeeded to the assets of Link Immunotherapeutics Inc.

On July 9, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company acquired CT-95 (formerly known as LNK-101), an MSLN x CD3 TCE bsAb, from Link (assignment for the benefit of creditors), LLC (“Link”), which succeeded to the assets of Link Immunotherapeutics Inc.

Pursuant to the Asset Purchase Agreement, the Company purchased all of the assets from 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.

9 unchanged sentences

The Company may be obligated to pay 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, the Company achieved a $ 2.0 million development milestone under the BioAtla License Agreement which was expensed as a component of research and development expense in the consolidated statements of operations for the year ended December 31, 2025.

The BioAtla License Agreement will continue on a country-by-country, product-by-product basis until the expiration of the royalty term as defined in the BioAtla License Agreement, unless earlier terminated.

CTIM-76 and CT-202 Lonza License Agreements

The Company has obtained active pharmaceutical ingredients and drug product for its product candidates from several third-party contract manufacturers, including Lonza Sales AG (“Lonza Sales”) and Lonza AG (“Lonza AG”, and collectively with Lonza Sales, “Lonza”).

On November 7, 2022, the Company entered into a license agreement (the “Lonza CTIM-76 License Agreement”) with Lonza Sales in connection with Lonza’s development and manufacturing services with respect to CTIM-76.

Under the terms of the Lonza CTIM-76 License Agreement, to the extent Lonza’s technology is incorporated into CTIM-76, Lonza granted the Company a non-exclusive license to use certain proprietary Lonza intellectual property and systems for the Company to develop, manufacture and commercially exploit CTIM-76.

On November 3, 2025, the Company entered into a license agreement (the “Lonza CT-202 License Agreement”) with Lonza Sales in connection with Lonza’s development and manufacturing services with respect to CT-202.

Under the terms of the Lonza CT-202 License Agreement, to the extent Lonza’s technology is incorporated into CT-202, Lonza granted the Company a non-exclusive license to use certain proprietary Lonza intellectual property and systems for the Company to develop, manufacture and commercially exploit CT-202.

The Company shall pay certain royalties and annual payments to Lonza under the applicable license agreement with respect to the manufacturing and sale of CTIM-76 or CT-202, as applicable, which amounts shall be

determined by the party manufacturing CTIM-76 or CT-202, as applicable, and ranges from a potential annual payment of up to less than $ 500,000 per asset and a royalty per asset on net sales from 0 % up to a low single digit percentage.

Under each respective license agreement, the royalty payments and annual payments would be reduced per asset in certain circumstances, including should the valid claims for any such patent rights not exist in the country in which CTIM-76 or CT-202, as applicable, is being sold, and the royalty payments per asset would expire upon the later of the expiration of the licensed patents in the country in which CTIM-76 or CT-202, as applicable, is being sold, the expiration of the licensed patents in the country in which CTIM-76 or CT-202, as applicable, is being manufactured, and 10 years from the first commercial sales of CTIM-76 or CT-202, as applicable, in such country of sale.

The Lonza CTIM-76 License Agreement and the Lonza CT-202 License Agreement each continue until respectively terminated.

The Company or Lonza may terminate either the Lonza CTIM-76 License Agreement or the Lonza CT-202 License Agreement, as applicable, for uncured material breaches or insolvency of the other party.

The Company can unilaterally terminate the Lonza CTIM-76 License Agreement or the Lonza CT-202 License Agreement with prior written notice to Lonza, and Lonza can also unilaterally terminate the Lonza CTIM-76 License Agreement or the Lonza CT-202 License Agreement upon certain actions by the Company.

Research and Development Arrangements

2 unchanged sentences

The Company could also enter into additional collaborative research, contract research, manufacturing, and supplier agreements in the future, which may require upfront payments and long-term commitments of cash.

Operating Leases

In February 2022, the Company commenced a noncancellable operating sublease for corporate office space in Philadelphia, Pennsylvania.

In March 2023, the Company entered into a direct lease for this same office space that

commenced on August 1, 2023.

In March 2024, the Company amended the lease to extend the expiration date to November 30, 2024.

In July 2024, the Company further amended the lease, which is now set to expire on November 30, 2026, thus making the arrangement no longer qualify for the short-term lease exception under ASC 842.

The Company also retains the right to renew the lease for up to two consecutive 12-month terms upon at least nine months advance notice to the landlord before any such successive renewal.

These renewal options were not contemplated in the Company's calculation of its right of use asset and lease liability.

As of December 31, 2024, the operating lease right-of-use asset and the operating lease liabilities were each approximately $ 0.2 million, which were estimated using a discount rate of 11 %.

As of December 31, 2024, the remaining term of the Company’s noncancellable operating lease was 1.92 years.

Future minimum lease payments under the lease are $ 0.2 million at December 31, 2024.

The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not yet paid.

Rent expense related to the Company’s operating lease was approximately $ 125,000 and $ 94,000 for the years ended December 31, 2024 and 2023, respectively.

Employee Benefit Plans

The Company established a defined contribution 401(k) plan in which employees may contribute up to 100 % of their salary and bonus, subject to statutory maximum contribution amounts.

The Company contributes a safe harbor minimum contribution equivalent to 3 % of employees’ compensation.

The Company generally assumes all administrative costs of the plan.

For the years ended December 31, 2024 and 2023, the Company provided contributions of approximately $ 60,000 and $ 66,000 , respectively.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

The Company believes no matters existed at either December 31, 2024 or 2023 that will have a material impact to the Company’s financial position, results of operations or cash flows.

The Company believes no matters at either December 31, 2025 or 2024 that will have a material impact to the Company’s financial position, results of operations or cash flows.

See Note 10 for further discussion.

Indemnification

16 unchanged sentences

All of the Company’s losses before income taxes were generated in the United States.

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law.

The OBBBA makes the following changes to the U.S.

restores bonus depreciation to 100% for all qualified assets placed in service after January 19, 2025, allows for the option to expense all domestic research and experimental expenditures for tax years beginning after December 31, 2024, allows for the option to recaptures all unamortized domestic research and experimental expenditures from prior years, changes the adjusted taxable income formula for interest expense limitation to include depreciation and amortization expense.

The provisions of the OBBBA became effective for the Company during the year ended December 31, 2025.

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:

20 unchanged sentences

$ ( 7,584,636 ) 21.0 % $ ( 5,611,510 ) 21.0 %

State income tax, net of federal benefit

State income tax, net of federal benefit (a)

( 2,827,095 ) 7.8 ( 2,011,315 ) 7.5

Research and development credit

( 760,097 ) 2.1 ( 533,785 ) 2.0

Change in valuation allowance

1 unchanged sentence

Effective income tax rate $ — — % $ — — %

(a) State taxes in Pennsylvania, Massachusetts and Philadelphia made up the majority (greater than 50 percent) of the tax effect in this category for 2025 and 2024.

The following table summarizes carryforwards of federal, state and local net operating losses (“NOL”) and research tax credits:

21 unchanged sentences

The NOL carryforwards remain subject to review until utilized.

(10) Subsequent Events

In January 2026, the Company further amended its lease for corporate office space in Philadelphia, Pennsylvania that it initially entered into in March 2023 in order to obtain additional office space and to renew the lease for one additional successive one-year period that expires on November 30, 2026.

The Company also retains

the right to renew the lease for and additional 12 -month term upon at least nine months advance notice to the landlord, including the right to remove the additional office space from that renewal.

On February 4, 2026, the Vladimir Gusinsky Revocable Trust filed a stockholder class action complaint (the “Action”) against the Company and its directors in the Court of Chancery of the State of Delaware (the “Court”) asserting that (i) Article V, Section 2 of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides for a full term of three years for directors in violation of Section 211(b) of the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) Article VI, Section 1 of the Certificate of Incorporation limits removal of directors only for cause in violation of Section 141(k) of the DGCL.

On February 24, 2026, a stipulation and proposed consent judgment (the “Stipulated Judgment”) was filed with the Court regarding the Action, and on March 11, 2026, the Court approved the Stipulated Judgment, pursuant to which Article V, Section 2 and Article VI, Section 1 of the Certificate of Incorporation were determined to be invalid and unenforceable.

On March 11, 2026, the Company filed a Certificate of Correction with the Delaware Secretary of State reflecting such provisions as invalid, unenforceable and no longer part of the Certificate of Incorporation.

Accordingly, the term of office of the current members of the Company’s Board of Directors will expire at the Company’s 2026 annual meeting of stockholders, with each serving until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

In addition, directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

On March 11, 2026, pursuant to the Stipulated Judgment, the Action was dismissed with prejudice with respect to the plaintiff;

however, the Court retains jurisdiction to address any mootness fee application.

The Company does not believe this matter will have a material impact on its financial position, results of operations or cash flows.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data