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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-06 · 270 added, 405 removed, 567 unchanged (54% of the section changed)

5 unchanged sentences

Balance Sheets

Statements of Operations and Comprehensive Income (Loss)

Statements of Convertible Preferred Stock and Stockholders ’ Equity (Deficit)

Statements of Operations and Comprehensive Loss

Statements of Convertible P referred Stock and Stockholders’ Equity (D eficit)

Statements of Cash Flows

4 unchanged sentences

We have audited the accompanying balance sheets of Contineum Therapeutics, Inc.

(the Company) as of December 31, 2024 and 2023, the related statements of operations and comprehensive income (loss), convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

(the Company) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

23 unchanged sentences

Cash and cash equivalents $ 75,603 $ 21,943

$ 21,943 $ 15,526

Marketable securities 187,293 182,817

182,817 109,664

Prepaid expenses and other current assets 5,021 1,628

Total current assets 267,917 206,388

206,388 127,706

Property and equipment, net 830 989

1 unchanged sentence

Operating lease right-of-use assets 7,639 5,467

$ 212,847 $ 130,386

Liabilities, convertible preferred stock and stockholders’ equity (deficit)

Total assets $ 276,642 $ 212,847

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $ 1,016 $ 1,811

$ 1,811 $ 635

Accrued expenses 6,387 6,711

1 unchanged sentence

Total current liabilities 9,744 9,974

Other long-term liabilities

Operating lease liabilities, net of current portion 5,909 4,807

1 unchanged sentence

Commitments and contingencies (Note 10)

Convertible preferred stock, $ 0.001 par value;

no shares authorized, issued, or outstanding at December 31, 2024;

authorized shares— 16,940,594 at December 31, 2023;

issued and outstanding shares— 15,906,236 shares at December 31, 2023.

Stockholders’ equity (deficit):

Stockholders’ equity:

Class A common stock, $ 0.001 par value;

authorized shares— 200,000,000 and 39,630,511 at December 31, 2024 and December 31, 2023, respectively;

authorized shares— 200,000,000 at December 31, 2025 and December 31, 2024;

issued and outstanding shares— 31,236,787 and 19,125,377 at December 31, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.001 par value;

authorized shares— 20,000,000 at December 31, 2024;

authorized shares— 20,000,000 at December 31, 2025 and December 31, 2024;

issued and outstanding shares— 6,083,338 at December 31, 2025;

no shares authorized, issued, or outstanding at December 31, 2023.

issued and outstanding shares— 6,729,172 at December 31, 2024

Preferred stock, $ 0.001 par value;

authorized shares— 10,000,000 at December 31, 2024;

no shares issued or outstanding at December 31, 2024;

no shares authorized, issued, or outstanding at December 31, 2023

authorized shares— 10,000,000 at December 31, 2025 and December 31, 2024;

no shares issued or outstanding at December 31, 2025 or December 31, 2024

Additional paid-in-capital 438,072 315,371

315,371 7,098

Accumulated deficit ( 177,380 ) ( 117,402 )

( 117,402 ) ( 75,144 )

Accumulated other comprehensive income 260 71

Total stockholders’ equity (deficit)

198,066 ( 67,936 )

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

$ 212,847 $ 130,386

Total stockholders’ equity 260,989 198,066

Total liabilities and stockholders’ equity $ 276,642 $ 212,847

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

CONTINEUM THERAPEUTICS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

License revenue

Operating expenses:

Research and development $ 51,522 $ 38,422

38,422 27,603

General and administrative 16,537 12,472

Total operating expenses 68,059 50,894

50,894 33,923

Income (loss) from operations

( 50,894 ) 16,077

Loss from operations ( 68,059 ) ( 50,894 )

Other income (expense):

Interest income 8,246 8,905

Interest expense

Change in fair value of warrant liability — ( 106 )

Change in fair value of investor rights and obligations liability

Other expense, net ( 165 ) ( 163 )

( 163 ) ( 177 )

Total other income, net 8,081 8,636

Income (loss) before income taxes

( 42,258 ) 23,170

Provision for income taxes

Net income (loss)

$ ( 42,258 ) $ 22,720

Net loss $ ( 59,978 ) $ ( 42,258 )

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities 189 ( 37 )

Comprehensive income (loss)

$ ( 42,295 ) $ 22,904

Net income (loss) attributable to common stockholders, basic

$ ( 42,258 ) $ 3,146

Net income (loss) attributable to common stockholders, diluted

$ ( 42,258 ) $ 274

Net income (loss) per share, basic (a)

$ ( 2.18 ) $ 1.36

Net income (loss) per share, diluted (a)

$ ( 2.18 ) $ 0.08

Weighted-average common shares outstanding, basic

19,352,859 2,308,972

Weighted-average common shares outstanding, diluted

19,352,859 3,395,514

Comprehensive loss $ ( 59,789 ) $ ( 42,295 )

Net loss per share, basic and diluted (a) $ ( 2.17 ) $ ( 2.18 )

Weighted-average shares of common shares outstanding, basic and diluted 27,700,855 19,352,859

______________________

Basic and diluted per share amounts are the same for Class A and Class B shares.

(a) Basic and diluted per share amounts are the same for Class A and Class B shares.

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

2 unchanged sentences

(in thousands, except share data)

Convertible Class A and Class B Additional Other Stockholders’

Preferred Stock

Preferred Stock Class A and Class B

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss)

Balance at December 31, 2022

11,889,674 $ 132,482 2,259,734 $ 2 $ 4,726 $ ( 76 ) $ ( 97,864 ) $ ( 93,212 )

Vesting of shares of common stock subject to repurchase

— — 22,364 — 22 — — 22

Issuance of Series C convertible preferred stock, net of offering costs of $ 110

4,016,562 60,138 — — — — — —

Exercise of stock options

— — 70,136 — 159 — — 159

Stock-based compensation

— — — — 2,219 — — 2,219

Repurchase of stock options

— — ( 2,680 ) — ( 28 ) — — ( 28 )

— — — — — — 22,720 22,720

Unrealized gain on marketable securities

— — — — — 184 — 184

Income Accumulated

Deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Balance at December 31, 2023 15,906,236 $ 192,620 2,349,554 $ 2 $ 7,098 $ 108 $ ( 75,144 ) $ ( 67,936 )

15,906,236 $ 192,620 2,349,554 $ 2 $ 7,098 $ 108 $ ( 75,144 ) $ ( 67,936 )

Issuance of common stock in connection with initial public offering, net of issuance costs of $ 10,912

1 unchanged sentence

Conversion of convertible preferred stock to common stock upon initial public offering ( 15,906,236 ) ( 192,620 ) 15,906,236 17 192,603 — — 192,620

( 15,906,236 ) ( 192,620 ) 15,906,236 17 192,603 — — 192,620

Reclassification of warrant from liability to equity — — — — 216 — — 216

— — — — 216 — — 216

Shares purchased through employee stock purchase plan — — 17,996 — 385 — — 385

— — 17,996 — 385 — — 385

Exercise of stock options — — 157,081 — 405 — — 405

— — 157,081 — 405 — — 405

Stock-based compensation — — — — 6,804 6,804

— — — — — — ( 42,258 ) ( 42,258 )

Net loss — — — — — — ( 42,258 ) ( 42,258 )

Unrealized loss on marketable securities — — — — — ( 37 ) — ( 37 )

— — — — — ( 37 ) — ( 37 )

Balance at December 31, 2024 — $ — 25,854,549 $ 26 $ 315,371 $ 71 $ ( 117,402 ) $ 198,066

Issuance of common stock in follow-on public offering, net of issuance costs of $ 6,219

— — 8,097,570 8 92,968 — — 92,976

Issuance of common stock in at-the-market offering, net of issuance costs — — 3,241,110 3 19,009 — — 19,012

Exercise of stock options — — 42,653 — 219 — — 219

Shares purchased through employee stock purchase plan — — 84,243 — 467 — — 467

Stock-based compensation — — — — 10,038 — — 10,038

Net loss — — — — ( 59,978 ) ( 59,978 )

Unrealized gain on marketable securities — — — — — 189 — 189

Balance at December 31, 2025 — $ — 37,320,125 $ 37 $ 438,072 $ 260 $ ( 177,380 ) $ 260,989

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

3 unchanged sentences

Operating activities

Net income (loss)

$ ( 42,258 ) $ 22,720

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Net loss $ ( 59,978 ) $ ( 42,258 )

Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization 323 258

1 unchanged sentence

Stock-based compensation 10,038 6,804

Accretion of debt discount and debt issuance costs

Accretion of premiums/discounts on marketable securities, net ( 791 ) ( 3,940 )

( 3,940 ) ( 2,675 )

Loss (gain) on sale of property and equipment 67 ( 16 )

Change in fair value of warrant liability — 106

Gain on sale of equipment

Change in fair value of investor rights and obligations liability

(Gain) loss on marketable securities

Gain on marketable securities ( 12 ) ( 5 )

Changes in operating assets and liabilities

Prepaid expenses and other current assets ( 3,396 ) 887

887 ( 1,277 )

Other long-term assets 3 937

1 unchanged sentence

Accrued expenses ( 516 ) 2,303

Other long-term liabilities

Operating lease liabilities ( 1,261 ) 66

Net cash provided by (used in) operating activities

( 32,845 ) 19,349

Net cash used in operating activities ( 55,312 ) ( 32,845 )

Investing activities

Purchase of property and equipment ( 231 ) ( 514 )

( 514 ) ( 414 )

Proceeds from sale of equipment — 20

Purchases of marketable securities ( 162,502 ) ( 226,407 )

( 226,407 ) ( 141,866 )

Sales and maturities of marketable securities 159,020 157,162

157,162 76,712

Net cash used in investing activities ( 3,713 ) ( 69,739 )

( 69,739 ) ( 65,568 )

Financing activities

Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs — 108,211

Proceeds from issuance of Series C convertible preferred stock, net of offering costs

Payments of deferred offering costs ( 256 ) —

Principal payments on debt

Proceeds from issuance of common stock in at-the-market offering, net of offering costs 19,012 —

Proceeds from issuance of common stock in follow-on public offering, net of offering costs 93,243 —

Proceeds from exercise of stock options 219 405

Proceeds from employee stock purchase plan 467 385

Repurchase of restricted stock

Net cash provided by financing activities 112,685 109,001

109,001 56,176

Net increase in cash and cash equivalents 53,660 6,417

1 unchanged sentence

Cash and cash equivalents at end of year $ 75,603 $ 21,943

$ 21,943 $ 15,526

Supplemental disclosure of cash flow information

Income taxes paid

Interest paid

Supplemental disclosure of non-cash investing and financing activities

Deferred offering costs included in accounts payable and accrued liabilities

Property and equipment purchases included in accounts payable $ — $ 58

Conversion of convertible preferred stock to common stock upon initial public offering $ — $ 192,620

$ 192,620 $ —

Reclassification of warrants from liability to equity $ — $ 216

6 unchanged sentences

Contineum Therapeutics, Inc.

(the “Company”), is a clinical-stage biopharmaceutical company pioneering differentiated therapies for the treatment of NI&I indications with significant unmet need.

(the “Company”), is a clinical-stage biopharmaceutical company pioneering differentiated therapies for the treatment of neuroscience, inflammation and immunology (“NI&I”) indications with significant unmet need.

The Company was incorporated in the state of Delaware in 2009, and in November 2023 changed its name from Pipeline Therapeutics, Inc.

6 unchanged sentences

Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into Class A common stock or Class B common stock, as applicable.

Converted redeemable convertible preferred stock outstanding as of the date of the IPO consisted of 15,906,236 shares that were outstanding immediately prior to the closing of the IPO.

Following the closing of the IPO, no shares of redeemable convertible preferred stock were authorized or outstanding.

In connection with the closing of its IPO, on April 9, 2024, the Company’s certificate of incorporation was amended and restated to (i) authorize 220,000,000 shares of common stock of which 200,000,000 are designated as Class A common stock and 20,000,000 of which are designated as Class B common stock;

Converted convertible preferred stock outstanding as of the date of the IPO consisted of 15,906,236 shares that were outstanding immediately prior to the closing of the IPO.

Following the closing of the IPO, no shares of convertible preferred stock were authorized or outstanding.

In connection with the closing of the IPO, on April 9, 2024, the Company’s certificate of incorporation was amended and restated to (i) authorize 220,000,000 shares of common stock of which 200,000,000 are designated as Class A common stock and 20,000,000 of which are designated as Class B common stock;

(ii) eliminate all references to the previously existing series of preferred stock;

4 unchanged sentences

The Company had an accumulated deficit of $ 177.4 million as of December 31, 2025.

From its inception through December 31, 2024 , the Company has financed its operations primarily through issuance of convertible promissory notes, convertible preferred stock financings, a term loan, a global license and development agreement (the “J&J License Agreement”) the Company entered in February 2023 with Janssen Pharmaceutica NV, a Johnson & Johnson company, and net proceeds of approximately $ 107.9 million received in April 2024 from the Company's IPO.

From its inception through December 31, 2025, the Company has financed its operations primarily from the sale of equity securities and convertible equity securities, and a global license and development agreement (the “J&J License Agreement”) the Company entered in February 2023 with Janssen Pharmaceutica NV, a Johnson & Johnson company.

We received net proceeds of approximately $ 107.9 million in April 2024 from the Company's IPO.

In May 2025, we entered into the Sales Agreement with Leerink Partners LLC (the “ATM Sales Agreement”) relating to the offer and sale of up to $ 75.0 million in shares of our Class A common stock, par value $ 0.001 per share (the “Shares”) in an “at-the-market” offering program (the “ATM Program”).

During the year ended December 31, 2025, we sold 3,241,110 shares of our Class A common stock pursuant to the ATM Sales Agreement.

The shares of Class A common stock were sold at a weighted average price of $ 6.04 per share, resulting in gross proceeds of $ 19.6 million.

The Company raised $ 19.0 million in net proceeds after deducting sales agent commissions and offering costs of $ 0.6 million.

As of December 31, 2025, the Company had $ 55.4 million of capacity remaining under the ATM Sales Agreement.

In December 2025, we completed a follow-on public offering in which 8,097,570 shares of our Class A common stock, which included 750,632 shares of our Class A common stock sold pursuant to the partial exercise of the underwriters’ option to purchase additional shares, were sold at a public offering price of $ 12.25 per share resulting in aggregate gross proceeds of $ 99.2 million.

We raised $ 93.0 million in net proceeds after deducting underwriting discounts, commissions, and offering expenses of $ 6.2 million.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

As of December 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 262.9 million.

4 unchanged sentences

Further, if the Company raises funds through licensing or other similar arrangements with third parties, it may be required to relinquish valuable rights to its technology, future revenue streams, research programs or drug candidates or may be required to grant licenses on terms that may not be favorable to it and/or may reduce the value of its common stock.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Summary of Significant Accounting Policies

1 unchanged sentence

The Company’s financial statements are prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

Use of Estimates

3 unchanged sentences

the accrual of research and development expenses;

the incremental borrowing rate used to recognize the right-of-use assets and lease liabilities, the fair value of common stock and convertible preferred stock;

stock-based compensation;

and the fair value of the investor preferred stock purchase rights and obligations liability.

the incremental borrowing rate used to recognize the right-of-use assets and lease liabilities;

and stock-based compensation.

Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

4 unchanged sentences

However, to the extent the Company holds cash deposits in amounts that exceed the FDIC insurance limitation, it may incur a loss in the event of a failure of any of the financial institutions where it maintains deposits.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

Fair Value of Financial Instruments

4 unchanged sentences

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Cash equivalents primarily represent funds invested in readily available money market accounts and short-term securities.

Cash equivalents primarily represent funds invested in readily available money market

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

accounts and short-term securities.

As of December 31, 2025 and 2024, the Company had cash and cash equivalents balances deposited at major financial institutions.

1 unchanged sentence

The Company classifies all marketable debt securities as available for sale, as the sale of such securities may be required prior to maturity.

These marketable securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss) until realized.

These marketable securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive loss until realized.

The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity.

2 unchanged sentences

The Company’s marketable securities are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s ability and intent to use the proceeds from sales of these securities to fund its operations, as necessary.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Property and Equipment, Net

17 unchanged sentences

The Company has elected the practical expedient to account for the lease and non-lease components, such as common area maintenance charges, as a single lease component for the Company’s facilities leases.

The Company has elected to account for lease and non-lease components separately, for the Company’s equipment leases.

Revenue Recognition

6 unchanged sentences

(2) identifying the distinct performance obligations;

( 3 ) determining the transaction price for which the Company expects to be entitled in exchange for the goods and services;

( 4 ) allocating the transaction price to the performance obligations in the contract;

and ( 5 ) recognizing revenue when or as the performance obligations are satisfied.

(3) determining the transaction price for which the Company

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

expects to be entitled in exchange for the goods and services;

(4) allocating the transaction price to the performance obligations in the contract;

and (5) recognizing revenue when or as the performance obligations are satisfied.

The Company allocates fixed and variable consideration based on relative standalone selling prices, unless an allocation exception for variable consideration is met.

23 unchanged sentences

Any resulting adjustments are recorded to revenue on a cumulative catch-up basis and reflected in the financial statements in the period of adjustment.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

(3) Regulatory Milestones:

1 unchanged sentence

Variable consideration is included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company recognizes regulatory milestones in the period in which it becomes probable that a significant reversal in the amount of cumulative revenue will not occur (the regulatory milestone is no longer constrained).

The Company recognizes regulatory milestones in the period in which it becomes

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

probable that a significant reversal in the amount of cumulative revenue will not occur (the regulatory milestone is no longer constrained).

Due to the inherent uncertainty of achieving regulatory approval, associated milestones are deemed constrained for revenue recognition until achievement.

10 unchanged sentences

The Company did not recognize impairment losses for the years ended December 31, 2025 and 2024.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Research and Development

11 unchanged sentences

Nonrefundable advance payments for goods and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related services are performed.

Convertible Preferred Stock

The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs.

Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash or other assets.

Therefore, convertible preferred stock is classified outside of stockholders’ equity (deficit) on the December 31, 2023 balance sheet as events triggering the liquidation preferences are not solely within the Company’s control.

The carrying values of the convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur.

The Company has issued a warrant to purchase shares of its convertible preferred stock.

Because the underlying convertible preferred stock is classified outside of permanent equity, this warrant is classified as a liability in the accompanying balance sheets as a component of other long-term liabilities.

This warrant is recorded at its estimated fair value on the date of issuance and is revalued at each subsequent reporting period, with fair value changes recognized as increases or reductions to other income (expense), net in the accompanying statements of operations and comprehensive income (loss).

The Company estimates the fair value of this warrant using the Black-Scholes option pricing model.

This method requires certain assumptions be used as inputs, see “Stock-Based Compensation” below.

Upon the closing of the IPO, the warrant to purchase shares of preferred stock converted to a warrant to purchase shares of common stock, and upon conversion the warrant met the equity classification requirements and was reclassified to equity.

The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the statement of operations and comprehensive loss.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Investor Rights and Obligations Liability

In November 2019, in connection with the closing of our Series B convertible preferred stock financing, an investor agreed to pay a premium for the preferred stock in exchange for certain additional rights and obligations which were not provided to the other Series B convertible preferred stock investors.

The Company evaluated these additional rights and obligations and concluded they met the definition of a derivative and therefore these rights and obligations were recorded at their calculated fair value at issuance.

The Company initially assessed the fair value of these rights and obligations as the additional premium paid by this investor to acquire these rights and obligations.

The investor rights and obligations liability is revalued at each reporting period with changes in the fair value of the liability recorded as change in fair value of investor rights and obligations in the statements of operations and comprehensive income (loss).

The noted agreement was amended and replaced in its entirety on in November 2022.

In April 2023, the Company was notified that an event occurred resulting in the termination of the transfer and put option rights and related obligations.

Stock-Based Compensation

17 unchanged sentences

The Company has not recorded any such liabilities as of December 31, 2025 and 2024.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Segment Reporting

11 unchanged sentences

Changes in the valuation allowance, when they are recognized in the provision for income taxes, may result in a change in the estimated annual effective tax rate.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

2 unchanged sentences

As of and for the years ended December 31, 2025 and 2024, the Company had no accrued interest or penalties related to unrecognized tax benefits.

Net Income (Loss) Per Share

Basic net income (loss) per share allocable to common stockholders is presented in conformity with the two -class method required for participating securities.

Net Loss Per Share

Basic net loss per share allocable to common stockholders is presented in conformity with the two-class method required for participating securities.

All classes of outstanding preferred stock are considered participating securities as, in the event a dividend is paid on common stock, the holders of preferred stock would be entitled to receive dividends as the higher of their dividend preference or the amount they would receive if the shares were converted to common stock immediately prior to the dividend.

2 unchanged sentences

Under the two-class method, any net loss attributable to common stockholders is not allocated to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in losses.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Basic net income (loss) is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Common shares used in diluted net income (loss) per share include the dilutive effect of potentially dilutive securities, which include common stock options, a common stock warrant, shares available for issuance under the 2024 Plan, and common stock reserved under the 2024 ESPP.

However, potentially issuable common shares are not used in computing diluted net loss per ordinary share as their effect would be anti-dilutive due to the loss recorded during the year ended December 31, 2024 , and therefore diluted net loss per share is equal to basic net loss per share.

During the year ended December 31, 2023 , diluted net income per share is computed by giving effect to all dilutive potential common shares.

Basic net loss is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Potentially issuable common shares are not used in computing diluted net loss per ordinary share as their effect would be anti-dilutive due to the loss recorded during the years ended December 31, 2025 and 2024, and therefore diluted net loss per share is equal to basic net loss per share.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures (“ASU 2023 - 07” ).

This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023 - 07 for the fiscal year ended December 31, 2024 and interim financial statements thereafter, on a retrospective basis for all prior periods presented in the financial statements.

The adoption of ASU 2023 - 07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s financial position or results of operations.

See Note 13 - Segment Reporting for further information.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , to improve its income tax disclosure requirements.

Under the guidance, entities must annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024.

The Company has adopted the ASU in their financials ended December 31, 2025.

Other than the respective disclosures, the ASU did not have an impact to the Company’s Financial Statements.

See Note 8 - Income Taxes for further information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures (“ASU 2023 - 09” ).

This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023 - 09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statements.

In November 2024, the FASB issued ASU No.

4 unchanged sentences

The Company is currently evaluating the impact of this guidance on its financial statements.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

This standard clarifies the applicability of interim reporting guidance under U.S.

GAAP, provides a comprehensive list of interim disclosure requirements within Topic 270, and introduces a disclosure principle requiring entities to provide information about events and changes occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The ASU does not change the fundamental nature of interim reporting or expand or reduce existing interim disclosure requirements.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its interim financial reporting and related disclosures.

In December 2025, the FASB issued ASU No.

2025-12, Codification Improvements (“ASU 2025-12”).

This standard addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to U.S.

The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply.

ASU 2025-12 is effective for annual

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

reporting periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

Marketable Securities

3 unchanged sentences

December 31, 2025

Maturity in Years

Amortized Cost

Government agency securities

3 years or less

$ 57,232 $ 57 $ ( 134 ) $ 57,155

Certificate of deposit

Maturity in Years Amortized Cost Gains Losses Fair Value

Government agency securities 2 years or less

$ 41,238 $ 136 $ ( 1 ) $ 41,373

Corporate debt securities

2 years or less

Certificate of deposit Less than 1

3,009 4 — 3,013

Commercial paper

Corporate debt securities 2 years or less

81,614 84 — 81,698

Commercial paper Less than 1

48,448 7 ( 2 ) 48,453

Asset-backed securities

2 years or less

Yankee debt Less than 1

4,463 2 — 4,465

Asset-backed securities 3 years or less

8,261 30 — 8,291

Total $ 187,033 $ 263 $ ( 3 ) $ 187,293

December 31, 2024

Maturity in Years

Government agency securities

2 years or less

$ 18,883 $ 11 $ — $ 18,894

Certificate of deposit

Maturity in Years Amortized

Cost Gains Losses Fair Value

Government agency securities 3 years or less

$ 57,232 $ 57 $ ( 134 ) $ 57,155

Corporate debt securities

2 years or less

Certificate of deposit Less than 1

8,519 6 ( 1 ) 8,524

Commercial paper

Corporate debt securities 2 years or less

80,751 110 ( 39 ) 80,822

Commercial paper Less than 1

22,265 11 ( 1 ) 22,275

Asset-backed securities

3 years or less

Yankee debt Less than 1

2,145 1 — 2,146

Asset-backed securities 2 years or less

11,834 61 — 11,895

Total $ 182,746 $ 246 $ ( 175 ) $ 182,817

The Company regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current and expected future economic conditions.

3 unchanged sentences

As of December 31, 2024, 86 out of 252 of our available-for-sale debt securities were in an aggregate gross unrealized loss position.

All of our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded had continuous unrealized loss position for less than 12 months.

As of December 31, 2025 and 2024, all of our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded had been in a continuous unrealized loss position for less than 12 months.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The following tables summarize our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by major security type (in thousands):

2 unchanged sentences

Government agency securities $ 1,771 $ ( 1 )

Certificate of deposit 3,722 ( 1 )

Corporate debt securities 22,528 ( 39 )

Commercial paper 25,104 ( 2 )

$ 60,961 $ ( 175 )

Total $ 26,875 $ ( 3 )

December 31, 2024

Fair Value Unrealized Losses

Government agency securities $ 30,155 $ ( 134 )

Certificate of deposit 3,722 ( 1 )

Corporate debt securities 22,528 ( 39 )

Commercial paper 4,556 ( 1 )

Asset-backed securities 439 ( 1 )

$ 18,148 $ ( 8 )

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Total $ 60,961 $ ( 175 )

Fair Value Measurements

7 unchanged sentences

supported by little or no market activity).

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):

Fair Value Measurements Using

Quoted Prices in

Significant Other

Total Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

Assets (Level 1) Significant Other

(Level 2) Significant

December 31, 2025:

Cash equivalents $ 75,051 $ 75,051 $ — $ —

$ 21,042 $ 21,042 $ — $ —

Government agency securities 41,373 41,373 — —

57,155 57,155 — —

Certificates of deposit 3,013 — 3,013 —

8,524 — 8,524 —

Corporate debt securities 81,698 — 81,698 —

80,822 — 80,822 —

Commercial paper 48,453 — 48,453 —

22,275 — 22,275 —

2,146 — 2,146 —

Yankee debt 4,465 — 4,465 —

Asset-backed securities 8,291 — 8,291 —

11,895 — 11,895 —

Total financial assets $ 262,344 $ 116,424 $ 145,920 $ —

$ 203,859 $ 78,197 $ 125,662 $ —

December 31, 2024:

Cash equivalents $ 21,042 $ 21,042 $ — $ —

$ 14,646 $ 14,646 $ — $ —

Government agency securities 57,155 57,155 — —

18,894 16,360 2,534 —

Certificates of deposits 8,524 — 8,524 —

5,245 — 5,245 —

Corporate debt securities 80,822 — 80,822 —

52,369 — 52,369 —

Commercial paper 22,275 — 22,275 —

28,126 — 28,126 —

2,448 — 2,448 —

Yankee Debt 2,146 — 2,146 —

Asset-backed securities 11,895 — 11,895 —

2,582 — 2,582 —

Total financial assets $ 203,859 $ 78,197 $ 125,662 $ —

$ 124,310 $ 31,006 $ 93,304 $ —

Preferred stock warrant liability

$ ( 110 ) $ — $ — $ ( 110 )

Total financial liabilities

$ (110 ) $ — $ — $ (110 )

The carrying amounts of the Company’s financial instruments, including cash, cash equivalents and marketable securities, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.

The carrying amounts of the Company’s financial instruments, including cash, cash equivalents, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.

Included in cash and cash equivalents at December 31, 2025 and 2024 are money market funds with a carrying value and fair value of $ 6.5 million and $ 3.9 million, respectively, based upon a Level 1 fair value assessment.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

As of December 31, 2023, the Company had a preferred stock warrant liability (included on the balance sheet under other long-term liabilities), which consisted of the fair value of a warrant to purchase Series B convertible preferred stock and was based on significant unobservable inputs, which represent a Level 3 measurement within the fair value hierarchy.

The Company classified this warrant as a liability on its balance sheets and remeasured to fair value at each reporting date, and the Company recognized changes in the fair value of the warrant liability as a component of other income (expense) in its statements of operations and comprehensive income (loss).

Upon the closing of the IPO, the warrant to purchase shares of Series B preferred stock converted to a warrant to purchase shares of Class A common stock, and upon conversion the warrant met the equity classification requirements and was reclassified to equity.

The warrant was remeasured to fair value immediately prior to the conversion to a common stock warrant and the Company recognized changes in the fair value of the warrant liability in other income (expense) until April 9, 2024.

The Company’s valuation of the preferred stock warrant as of April 9, 2024 and December 31, 2023 utilized the Black-Scholes option-pricing model.

The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the preferred stock warrant liability include the fair value per share of the underlying Series B convertible preferred stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock.

The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred stock warrant is the fair value of the Company’s Series B convertible preferred stock as of each remeasurement date.

The Company determines the fair value per share of the underlying preferred stock by taking into consideration its most recent sales of its convertible preferred stock as well as additional factors that the Company deems relevant.

The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock.

Therefore, it estimates its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant.

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant.

The Company has estimated a 0 % dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends.

Significant increases or decreases in any of these inputs in isolation would result in a significantly different fair value measurement.

An increase in the risk-free interest rate, and/or an increase in the remaining contractual term or expected volatility, and/or an increase in the fair value of the convertible preferred stock would result in an increase in the fair value of the warrant.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The following table summarizes the change in fair value of the warrant liability, a Level 3 recurring fair value measurement, for the year ended December 31, 2024 (in thousands):

Investor Rights and

Warrant Obligations Liability

Balance at December 31, 2022 $ 115 $ 2,867

Change in fair value of warrant liability ( 5 ) —

Change in fair value of investor rights and obligations liability — ( 2,867 )

Balance at December 31, 2023

Change in fair value of warrant liability

Balance at April 9, 2024

Reclassification to equity

Balance at December 31, 2024

Property and Equipment, Net

1 unchanged sentence

Lab equipment $ 2,315 $ 2,244

$ 2,244 $ 2,052

Leasehold improvements 177 175

3 unchanged sentences

accumulated depreciation and amortization ( 1,963 ) ( 1,717 )

( 1,717 ) ( 1,477 )

Total property and equipment, net $ 830 $ 989

The Company recognized $ 0.3 million and $ 0.2 million in depreciation and amortization expense for the years ended December 31, 2024 and 2023 , respectively.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The Company recognized $ 0.3 million in depreciation and amortization expense for the years ended December 31, 2025 and 2024.

Accrued Expenses

1 unchanged sentence

Accrued compensation expenses $ 4,796 $ 3,338

$ 3,338 $ 1,904

Accrued research and development expenses 1,195 3,151

2 unchanged sentences

Total accrued expenses $ 6,387 $ 6,711

$ 6,711 $ 4,385

In September 2020, the Company entered into a loan and security agreement (the “Loan Agreement”, and all amounts borrowed thereunder the “Term Loan”) with First Citizens Bank, as administrative and collateral agent, and lender.

The Company borrowed $ 5.0 million at the inception of the Loan Agreement and had the option to borrow an additional $ 5.0 million upon closing a new capital round of no less than $ 30.0 million from a syndicate of investors.

The option to borrow an additional $ 5.0 million expired on June 30, 2021.

In June 2023, the Company fully paid the remaining balance of the Term Loan and final prepayment fee of $ 3.0 million.

Convertible Preferred Stock and Stockholders ’ Equity (Deficit)

Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 9,177,064 shares of Class A common stock and 6,729,172 shares of Class B common stock.

Converted preferred stock outstanding as of the date of the IPO consisted of 15,906,236 shares.

Each share of outstanding Series A, Series A- 1, Series B, and Series C convertible preferred stock was convertible into one share of common stock at the option of the holder, subject to certain anti-dilution adjustments.

Convertible Preferred Stock

As of December 31, 2023 , the Company’s Series A, Series A- 1, Series B, and Series C convertible preferred stock were classified as temporary equity in the accompanying balance sheet given that a majority of the Company’s board of director seats were held and/or voted upon by convertible preferred stockholders, and those convertible preferred stockholders could cause certain events to occur requiring redemption of the preferred stock that were outside of the Company’s control.

The Company did not adjust the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and it was not probable that the instruments would become redeemable.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The authorized, issued, and outstanding shares of convertible preferred stock as of December 31, 2023 consist of the following:

(in thousands)

1,786,607 1,786,604 $ 10,000

1,429,286 1,423,119 11,179

3,362,377 3,346,607 32,034

10,362,324 9,349,906 140,249

Total convertible preferred stock 16,940,594 15,906,236 $ 193,462

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Stockholders ’ Equity

The Company has two classes of common stock:

1 unchanged sentence

Class A common stock has one vote per share and Class B common stock has no votes per share.

As of December 31, 2024 , of the authorized 200,000,000 shares of Class A common stock, 19,125,377 shares of Class A common stock were issued and outstanding, and of the authorized 20,000,000 shares of Class B common stock, 6,729,172 shares of Class B common stock were issued and outstanding.

The following table summarizes the changes in Class A common stock and Class B common stock for the year ended December 31, 2025 (in shares):

Class A Class B

Balance at Balance at December 31, 2024 19,125,377 6,729,172

Exercise of stock options 42,653 —

Shares purchased through employee stock purchase plan 84,243 —

Issuance of common stock in at-the-market offering 3,241,110 —

Conversion of Class B common stock into Class A common stock 645,834 ( 645,834 )

Issuance of common stock in follow-on public offering 8,097,570 —

Balance at Balance at December 31, 2025 31,236,787 6,083,338

The following table summarizes the changes in Class A common stock and Class B common stock for the year ended December 31, 2024 (in shares):

Class A Class B

Balance at December 31, 2023 2,349,554 —

Exercise of stock options 157,081 —

Issuance of common stock in connection with initial public offering 7,423,682 —

Conversion of convertible preferred stock to common stock upon initial public offering 9,177,064 6,729,172

Shares purchased through employee stock purchase plan 17,996 —

Balance at December 31, 2024 19,125,377 6,729,172

Contineum Therapeutics, Inc.

1 unchanged sentence

Class A common stock reserved for future issuance consisted of the following:

Convertible preferred stock

Common stock options granted and outstanding 5,548,320 4,045,500

4,045,500 2,674,405

Shares available for issuance under the 2024 Plan

Shares available for issuance under the 2012 Plan

Preferred stock warrant

Shares available for issuance under the 2024 Equity Incentive Plan 1,707,563 1,674,309

Common stock warrant 15,764 15,764

1 unchanged sentence

Total common stock reserved for future issuance 7,707,953 5,997,577

5,997,577 19,098,896

There are no shares of Class B common stock reserved for future issuance as of December 31, 2025 and December 31, 2024 .

Follow-On Public Offerings

We raised $ 93.0 million in net proceeds after deducting underwriting discounts, commissions, and offering expenses of $ 6.2 million.

ATM Sales Agreement

In May 2025, we entered into the ATM Sales Agreement relating to the offer and sale of up to $ 75.0 million in shares of our Class A common stock, par value $ 0.001 per share in an ATM Program.

During the year ended December 31, 2025, we sold 3,241,110 shares of our Class A common stock pursuant to the ATM Sales Agreement.

The shares of Class A common stock were sold at a weighted average price of $ 6.04 per share, resulting in gross proceeds of $ 19.6 million.

The Company raised $ 19.0 million in net proceeds after deducting sales agent commissions and offering costs of $ 0.6 million.

As of December 31, 2025, the Company had $ 55.4 million of capacity remaining under the ATM Sales Agreement.

Stock Options

2 unchanged sentences

However, awards outstanding under the 2012 Plan will continue to be governed by their existing terms.

The 2024 Plan allows for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, and other stock awards to the Company's employees, members of its board of directors, and consultants.

The 2024 Plan allowed for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, and other stock awards to the Company’s employees, members of its board of directors, and consultants.

The number of shares initially reserved for issuance under the 2024 Plan was 2,700,000 .

As of December 31, 2024, there were 1,674,309 shares of the Company’s Class A common stock available for issuance under the 2024 Plan.

The aggregate number of shares reserved for issuance under the 2024 Plan will automatically increase on the first day of each fiscal year of the Company, commencing in 2025 and ending in (and including) 2034, by a number equal to the lesser of (a) 5 % of the aggregate shares of Class A common stock and Class B common stock issued and outstanding as of the last day of the prior fiscal year, or (b) a number of shares of Class A common stock determined by the Company’s board of directors.

As of December 31, 2025, there were 1,707,563 shares of the Company’s Class A common stock available for issuance under the 2024 Plan.

Under the 2024 Plan, the exercise price for options granted under the 2024 Plan may not be less than 100 % of the fair market value of the Class A common stock on the grant date.

1 unchanged sentence

The Company’s board of directors (or a committee thereof to which the Company’s board of directors has delegated authority) may amend or terminate the 2024 Plan at any time.

If the Company's board of directors amends the 2024 Plan, it does not need stockholder approval of the amendment unless required by applicable law, regulation or rules.

The 2024 Plan will terminate automatically ten years after the date when the Company's board of directors adopted the 2024 Plan.

If the Company’s board of directors amends the

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Stock option activity under the 2024 Plan and 2012 Plan is as follows:

2024 Plan, it does not need stockholder approval of the amendment unless required by applicable law, regulation or rules.

The 2024 Plan will terminate automatically ten years after the date when the Company’s board of directors adopted the 2024 Plan.

In April 2025, the Company granted inducement awards outside of the 2024 Plan to the Company’s Chief Medical Officer and Head of Development in the form of an option to purchase 286,000 shares of the Company’s Class A common stock with an exercise price per share equal to $ 4.50 .

The option awards were granted as an inducement material to his commencement of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

These inducement awards are included in stock-based compensation and the following tables.

Stock option activity is as follows:

Outstanding Weighted-

Price Weighted-

Term Aggregate

(in thousands)

Balance at December 31, 2024 4,045,500 $ 9.91 7.52 $ 21,470

2,674,405 $ 5.93 7.14 $ 14,888

Options granted 1,600,542 8.07 —

1,528,182 16.15 — —

Options exercised ( 42,653 ) 5.13 —

( 157,087 ) 2.58 — —

Options cancelled and forfeited ( 49,007 ) 5.16 —

1 unchanged sentence

Balance at December 31, 2025 5,548,320 $ 9.46 7.28 $ 18,235

4,045,500 $ 9.91 7.52 $ 21,470

Options vested and expected to vest as of December 31, 2025 5,548,320 $ 9.46 7.28 $ 18,235

4,045,500 $ 9.91 7.52 $ 21,470

Options exercisable as of December 31, 2025 3,026,507 $ 7.90 6.04 $ 13,872

2,114,772 $ 5.33 5.87 $ 19,764

The aggregate intrinsic value of options exercised during the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 2.1 million, respectively, determined as of the date of exercise.

Options exercisable include options which are not vested but are available to be early exercised as of December 31, 2024 .

As of December 31, 2024, of the 2,114,772 options exercisable, 35,794 options are available to be early exercised.

Options exercisable include options which are not vested but are available to be early exercised.

As of December 31, 2025, there were no options available to be early exercised.

As of December 31, 2024, of the 2,114,772 options exercisable, 35,794 options were available to be early exercised.

The Company estimated the fair value of stock options using the Black-Scholes valuation model.

1 unchanged sentence

Previously recognized compensation expense for an award is reversed in the period that the award is forfeited.

The fair value of stock options was estimated using the following weighted-average assumptions:

The fair value of stock options expected to vest was estimated using the following weighted-average assumptions:

Expected term (in years) 5.95 6.03

Expected volatility 93.88 % 110.40 %

110.40 % 94.57 %

Risk free interest rate 4.25 % 4.41 %

4.41 % 4.74 %

Dividend yield — —

The weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2025 and 2024 was $ 6.28 and $ 13.66 per share, respectively.

The Company recorded $ 4.0 million and $ 2.8 million in stock-based compensation in general and administrative and research and development, respectively, for the year ended December 31, 2024 .

The Company recorded $ 1.2 million and $ 1.1 million in stock-based compensation in general and administrative and research and development, respectively, for the year ended December 31, 2023 .

As of December 31, 2024, there was approximately $ 20.7 million of total unrecognized stock-based compensation related to nonvested stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of approximately 2.9 years.

Stock-based compensation

Stock-based compensation has been reported in the statements of operations and comprehensive loss as follows (in thousands):

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Research and development $ 4,438 $ 2,846

General and administrative 5,600 3,958

Total $ 10,038 $ 6,804

As of December 31, 2025,there was approximately $ 20.5 million of total unrecognized stock-based compensation related to stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of approximately 2.4 years.

As of December 31, 2024, there was approximately $ 20.7 million of total unrecognized stock-based compensation related to nonvested stock-based compensation arrangements, which was expected to be recognized over a weighted-average period of approximately 2.9 years.

4 unchanged sentences

The new payroll deduction rate may be any whole percentage of the participant’s compensation, but not less than 1 % nor more than 15 %.

The number of shares initially reserved for issuance under the 2024 ESPP was 280,000 .

As of December 31, 2025, there were 436,306 shares of the Company’s common stock reserved and available for issuance under the 2024 ESPP.

1 unchanged sentence

The number of shares reserved under the 2024 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit).

During the year ended December 31, 2024, there were 17,996 shares were purchased under the 2024 ESPP and the Company recorded expense of $ 0.2 million.

During the year ended December 31, 2025, there were 84,243 shares purchased under the 2024 ESPP and the Company recorded expense of $ 0.2 million.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The following is a reconciliation between the provision for income taxes and income taxes computed using the U.S.

federal statutory corporate tax rate for the years ended December 31, 2024 and 2023 is as follows (in thousands):

For financial reporting purposes, income before income taxes includes the following components (in thousands) for the years ended December 31, 2025 and 2024:

United States $ ( 60,143 ) $ ( 42,258 )

Income/(loss) before income taxes $ ( 60,143 ) $ ( 42,258 )

The following is a reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 is as follows (in thousands):

December 31, 2025

Federal statutory income tax rate $ ( 12,630 ) 21.0 %

State income taxes, net of federal benefit (1)

Foreign tax effects — — %

Other ( 1,096 ) 1.8 %

Change in valuation allowance 11,940 ( 19.9 ) %

Changes in unrecognized tax benefits — — %

Nontaxable or nondeductible items

162m Limitation 655 ( 1.1 ) %

Other 422 ( 0.7 ) %

Other 708 ( 1.2 ) %

Total $ — — %

(1) In 2025, state taxes in California made up the majority (greater than 50 percent) of the tax effect in this category.

December 31, 2024

Expected tax benefit at statutory rate $ ( 8,885 ) 21.0 %

$ ( 8,885 ) $ 4,886

State income tax, net of federal benefit 1 — %

Change in fair value of investor rights and obligations liability

Permanent differences 1,018 ( 2.4 ) %

Research credits ( 2,149 ) 5.1 %

( 2,149 ) ( 1,140 )

382 & 383 adjustments

Change in valuation allowance 10,015 ( 23.7 ) %

10,015 ( 2,826 )

For the year ended December 31, 2023 , the Company recorded $ 0.4 million of current federal tax expense due to tax law limitations on the ability to fully utilize net operating loss and research and development credit carryforwards against taxable income.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows:

1 unchanged sentence

Net operating loss carryforwards $ 33,123 $ 14,478

$ 14,478 $ 12,498

Research and development credit carryforwards 9,091 6,618

2 unchanged sentences

Stock-based compensation 2,181 1,121

Other, net 808 608

Total deferred tax assets 49,698 36,838

36,838 25,580

Valuation allowance ( 47,960 ) ( 35,548 )

( 35,548 ) ( 25,328 )

Deferred tax assets, net of valuation allowance 1,738 1,290

1 unchanged sentence

Property and equipment ( 134 ) ( 142 )

( 142 ) ( 101 )

Right-of-use assets ( 1,604 ) ( 1,148 )

( 1,148 ) ( 151 )

Total deferred tax liabilities ( 1,738 ) ( 1,290 )

( 1,290 ) ( 252 )

Net deferred tax assets/(liabilities) $ — $ —

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets.

3 unchanged sentences

At December 31, 2025, the Company had federal and California tax loss carry forwards of approximately $ 135.5 million and $ 81.4 million, respectively.

Out of the total federal net operating losses, approximately $ 46.7 million were generated after January 1, 2018, and therefore do not expire.

Net operating losses generated after January 1, 2018, are subject to 80% limitation in accordance with the Tax Cuts and Jobs Act of 2017.

Out of the total federal net operating losses, approximately $ 135.5 million were generated after December 31, 2017, and therefore do not expire.

Net operating losses generated after December 31, 2017, are subject to a limitation of 80% of taxable income in accordance with the Tax Cuts and Jobs Act of 2017.

The remaining federal and state net operating loss carry forwards begin to expire in 2037 and 2036, respectively, if unused.

At December 31, 2025, the Company had federal and state research and development tax credit carryforwards of approximately $ 8.1 and $ 4.0 million, respectively.

The Company has not performed a formal research and development credit study with respect to these credits.

The federal credits will begin to expire in 2032, if unused, and the state credits carry forward indefinitely.

5 unchanged sentences

If further ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carry-forwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated.

Further, the Company’s deferred tax assets associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC §382.

Further, the Company’s deferred tax assets

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC §382 .

The following table summarizes the reconciliation of the unrecognized tax benefits activity during the years ended December 31, 2025 and 2024 (in thousands):

Unrecognized tax benefits—beginning $ 3,094 $ 2,574

$ 2,574 $ 2,749

Gross increases—tax positions in current period 470 525

Decreases related to prior year positions — ( 5 )

( 5 ) ( 532 )

Unrecognized tax benefits—ending $ 3,564 $ 3,094

$ 3,094 $ 2,574

The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets.

If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance.

The Company does not foresee material changes to its liability for uncertain tax benefits within the next twelve months.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

During the year ended December 31, 2023, the Company reduced its reserve against research and development credits generated prior to 2022 as a result of the completion of a formal study of research and development credits generated through that period.

The reduction in the reserve for uncertain tax positions was fully offset by an offsetting increase in the valuation allowance against research and development credit carryforwards resulting in no net tax provision impact from the change in the reserve.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company had no accrual for interest or penalties on the Company’s balance sheets as of December 31, 2024 and 2023 and has not recognized interest and/or penalties in the statement of operations and comprehensive income (loss) for the years ended December 31, 2024 and 2023.

All tax years for both federal and state purposes remain open and subject to examination by tax jurisdictions.

The Company had no accrual for interest or penalties on the Company’s balance sheets as of December 31, 2025 and 2024 and has not recognized interest and/or penalties in the statement of operations and comprehensive loss for the years ended December 31, 2025 and 2024.

The Company is not currently under examination in for Federal or state jurisdictions.

All of the Company’s tax years remain effectively open in all jurisdictions to examination due to net operating loss carryforwards.

The following table lists the components of the payments for income taxes (in thousands):

Federal $ — $ —

Total net (refunds) payments $ 1 $ 1

License Agreement

In February 2023, the Company entered into the J&J License Agreement, pursuant to which the Company granted J&J an exclusive, worldwide license to develop, manufacture and commercialize PIPE-307 in all indications.

The J&J License Agreement allows the Company to elect, at its sole discretion and cost, to conduct a Phase 2 trial of PIPE- 307 for patients with multiple sclerosis.

After such trial, J&J may, at its sole discretion, further develop PIPE- 307 for patients with multiple sclerosis.

The J&J License Agreement allowed the Company to elect, at its sole discretion and cost, to conduct a Phase 2 trial of PIPE-307 for patients with multiple sclerosis which the Company completed during the year ended December 31, 2025.

With the completion of this trial, J&J may, at its sole discretion, further develop PIPE-307 for patients with multiple sclerosis.

Additionally, upon J&J deciding to conduct a first Phase 3 clinical trial for a product using PIPE-307, the J&J License Agreement allows the Company the option to co-fund a portion of all Phase 3 and subsequent development costs for PIPE-307, with such costs capped annually.

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Additionally, the Company is eligible to receive tiered royalties in the low-double digit to high-teen percent range on net sales of products containing PIPE-307.

The Company sold approximately 1.7 million shares of series C convertible preferred stock to Johnson & Johnson Innovation - JJDC, Inc., an affiliate of J&J, at $ 15.00 per share, for an aggregate purchase price of approximately $ 25.0 million, in April 2023.

The Company determined that this preferred stock purchase was at fair value as other new investors purchased shares of preferred stock at the same price.

The Company concluded that J&J represented a customer and applied relevant guidance from ASC 606 to evaluate the appropriate accounting for the J&J License Agreement.

The Company evaluated the J&J License Agreement and concluded that it had promises to transfer a license of functional intellectual property, know-how, existing inventory and manufacturing technology (each of which was determined to be a distinct performance obligation).

Control of the promised goods was transferred to J&J in the second quarter of 2023, and the $ 50.0 million upfront payment was recognized in May 2023 upon satisfaction of the performance obligations.

The remaining consideration consists of future contingent milestone-based payments and sales-based royalties.

As of December 31, 2024, all variable consideration under the J&J License Agreement was fully constrained.

Control of the promised

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

goods was transferred to J&J in the second quarter of 2023, and the $ 50.0 million upfront payment was recognized in May 2023 upon satisfaction of the performance obligations.

The remaining consideration consists of future contingent milestone-based payments and sales-based royalties.

In August 2023, the Company elected to conduct a Phase 2 trial using PIPE-307 for patients with multiple sclerosis, which was considered a contract modification under the accounting guidance that added promised goods or services that are distinct at a price that is below the standalone selling price.

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Accordingly, the variable consideration allocated to the Phase 2 trial will be recognized as the study is completed using a cost-based measure of progress and when the amounts are no longer probable of a significant reversal.

As of December 31, 2024, no amounts had been recognized related to the Phase 2 trial as no additional variable consideration has been received subsequent to the contract modification.

As of December 31, 2025, the Company had completed the Phase 2 trial, and subsequently there were no remaining unsatisfied performance obligations from the J&J License Agreement.

All variable consideration remained fully constrained as of December 31, 2025.

Commitments and Contingencies

Operating Lease

The Company leases office and lab space in San Diego, California under a non-cancelable operating lease (“Science Center Drive Lease”).

The lease commenced in March 2018 and has a 5 -year initial term.

The lease includes a renewal option, which includes an option to renew for five additional years.

During 2021, the Company amended the lease to include additional space in the building with the right to use the new space beginning in October 2021, for an additional 3 years.

Base rent for the new unit was abated for the first three months of the lease term and thereafter is $ 0.05 million per month during the first year of the lease term, with specified annual increases thereafter.

In October 2023, the Company executed a noncancelable operating lease for new premises to be used for office, research and development and laboratory purposes (“General Atomics Court Lease”), with the same landlord as the Science Center Drive Lease.

The General Atomics Court Lease commenced for accounting purposes in October 2024 when the Company took control of the premises and has a 5 -year initial term from the commencement date.

The General Atomics Court Lease commenced for accounting purposes in October 2024 when the Company took control of the premises.

The General Atomics Court Lease has a five-year term with an option to extend for another three-year period subject to certain conditions, which the Company is not reasonably certain to exercise and therefore was not considered in determining the ROU assets and lease liabilities balance.

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The lease agreement includes variable payments which are not included in the measurement of the ROU assets and lease liability.

In August 2025, the Company signed an amendment to the General Atomics Court Lease for additional space ("General Atomics Court Lease Expansion").

The General Atomics Court Lease Expansion commenced for accounting purposes in October 2025.

The General Atomics Court Lease Expansion expires in December 2027 with an option to extend through October 2029, which the Company is not reasonably certain to exercise and therefore was not considered in determining the ROU assets and lease liabilities balance.

Upon commencement of the General Atomics Court Lease Expansion, the Company recorded an additional ROU asset and lease liability of approximately $ 1.4 million.

In November 2025, the Company leased certain equipment used in connection with its on-going Phase 2 clinical trial of PIPE-791 for the treatment of IPF.

The leases are accounted for as operating leases and have lease terms expiring in 2028.

The Company recorded an ROU asset and lease liability of approximately $ 1.9 million.

Contineum Therapeutics, Inc.

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Operating lease right-of-use assets $ 7,639 $ 5,467

$ 5,467 $ 719

Operating lease liability obligations, current $ 2,341 $ 1,452

$ 1,452 $ 464

Operating lease liability obligations, less current portion 5,909 4,807

Total lease liability obligations $ 8,250 $ 6,259

$ 6,259 $ 572

Weighted-average remaining lease term 3.4 4.4

Weighted-average discount rate 8.9 % 9.0 %

During the years ended December 31, 2024 and 2023 , the Company recognized $ 1.1 million and $ 0.9 million, respectively, in operating lease expenses, which are included in operating expenses in the Company's statements of operations and comprehensive income (loss).

During the years ended December 31, 2025 and 2024, the Company recognized $ 1.7 million and $ 1.1 million, respectively, in operating lease expenses, which are included in operating expenses in the Company's statements of operations and comprehensive loss.

Supplemental cash flow information related to operating leases as follows (in thousands):

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From time to time, the Company may become involved in various legal proceedings and claims that arise in the ordinary course of our business activities.

As of December 31, 2024 and 2023, the Company was not currently a party to any material legal proceedings.

As of December 31, 2025 and 2024, the Company was not a party to any material legal proceedings.

Other Commitments

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Notes to Audited Financial Statements — Continued

Net Income (Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

Numerator, basic:

Net income (loss)

Allocation of earnings to participating preferred stockholders

Net income (loss) applicable to common stockholders

Denominator, basic:

Weighted average common shares issued

weighted average unvested common stock issued upon early exercise of stock options

Weighted average shares used to compute net income (loss) per common share, basic

Numerator, diluted:

Net income (loss) attributable to common stockholders

Change in fair value of preferred stock warrant liability

Change in fair value of investor rights and obligations liability

Net income (loss) applicable to common stockholders

Denominator, diluted:

Weighted average shares used to compute net income (loss) per common share, diluted

Common stock options

Unvested common stock issued upon early exercise of stock options

Preferred stock warrants (as converted to common stock)

Investor rights and obligations

Weighted average shares used to compute net income (loss) per common share, diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Net Loss Per Share

For the year ended December 31, 2025, net loss is attributable equally to each share of Class A common stock and Class B common stock and is determined based on the weighted-average number of the respective class of common stock outstanding.

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The basic and diluted net loss per share amounts are the same for Class A common stock and Class B common stock.

For the year ended December 31, 2023, there were no shares of Class B common stock outstanding.

The Company’s potentially dilutive securities, which include common stock options and a common stock warrant have been excluded from the computation of diluted net loss per share for the year ended December 31, 2024, as the effect would reduce the net loss per share.

The Company’s potentially dilutive securities, which include common stock options and a common stock warrant have been excluded from the computation of diluted net loss per share for the years ended December 31, 2025 and 2024, as the effect would reduce the net loss per share.

Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

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Total potentially dilutive securities 5,564,084 4,061,264

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

Segment Reporting

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Our CODM is our President and Chief Executive Officer, Carmine Stengone.

The CODM uses operating expenses, as reported on our statements of operations and comprehensive income (loss).

The CODM uses operating expenses, as reported on our statements of operations and comprehensive loss.

The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results of the Company as a whole using operating expenses.

Net income (loss) is also a measure that is considered in monitoring budget versus actual results.

Net loss is also a measure that is considered in monitoring budget versus actual results.

The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

Significant segment expenses within net income (loss) include research and development related to PIPE- 791, PIPE- 307, CTX- 343, discovery programs and unallocated internal costs, general and administrative and interest income.

Other segment items within net income (loss) include change in fair value of warrant liability, change in fair value of investor rights and obligations liability, interest expense, other expense, net and provision for (benefit from) income taxes.

Significant segment expenses within net loss include research and development related to PIPE-791, PIPE-307, CTX-343, discovery programs and unallocated internal costs, general and administrative and interest income.

Contineum Therapeutics, Inc.

Notes to Audited Financial Statements — Continued

The following table provides the operating financial results of our single reportable segment (in thousands):

Total revenue $ — $ 50,000

Significant and other segment expenses

Significant segment expenses

Research and development

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General and administrative 16,537 12,472

Total operating expenses 68,059 50,894

Loss from operations ( 68,059 ) ( 50,894 )

Interest income 8,246 8,905

Other segment items (2)

Net income (loss) $ ( 42,258 ) $ 22,270

( 165 ) ( 269 )

Other segment items primarily include change in fair value of warrant liability, change in fair value of investor rights and obligations liability, interest expense, other expense, net, and provision for (benefit from) income taxes.

License revenue for the year ended December 31, 2023 was generated solely from the upfront payment from J&J pursuant to the J&J License Agreement.

Revenue is primarily attributed to individual countries based on the location of the customer or licensee.

Net loss $ ( 59,978 ) $ ( 42,258 )

______________________

(1) Unallocated internal research and development costs include employee-related expenses that cannot be directly attributable to a specific research project, stock-based compensation for employees engaged in research and development functions, facilities, depreciation and other related expenses.

(2) Other segment items primarily include change in fair value of warrant liability and other expense, net.

Employee Benefit Plan

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The Company’s contributions to the plan may be made at the discretion of the Company’s board of directors.

Total contributions by the Company during the years ended December 31, 2024 and 2023 was $ 0.3 million and $ 0.2 million, respectively.

Related Party Transactions

In the second quarter of 2023, the Company issued 1,860,999 shares of its Series C convertible preferred stock for total cash proceeds of $ 27.9 million to three significant stockholders two that have designated members on the Company’s board of directors and each of whom is considered to be a related party.

As of December 31, 2024, the two designated members were no longer on the Company's board of directors.

Total contributions by the Company during the years ended December 31, 2025 and 2024 were $ 0.4 million and $ 0.3 million, respectively.

Subsequent Events

In January 2026, the Company’s board of directors adopted and approved the 2026 Employment Inducement Equity Incentive Plan (the “2026 Inducement Plan”).

The terms of the 2026 Inducement Plan are substantially similar to the terms of the Company’s 2024 Equity Incentive Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules.

The 2026 Inducement Plan was adopted by the board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

Under the 2026 Inducement Plan, the Company may grant non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock or cash-based awards to an employee in connection with his or her commencement of employment with the Company.

The number of shares initially reserved for issuance under the 2026 Inducement Plan was 750,000 .

Options granted were pursuant to Nasdaq Listing Rule 5635(c)(4) and are subject to service-based vesting conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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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 8. Financial Statements and Supplementary Data