What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-10-30 · 292 added, 414 removed, 434 unchanged (62% of the section changed)

3 unchanged sentences

(in thousands, except share and par value data)

September 30, 2025

December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

Cash and cash equivalents $ 20,158 $ 75,603

$ 42,633 $ 21,943

Marketable securities 226,170 187,293

139,774 182,817

Prepaid expenses and other current assets 6,636 5,021

Total current assets 252,964 267,917

184,927 206,388

Property and equipment, net 1,057 830

1 unchanged sentence

Operating lease right-of-use assets 7,016 7,639

$ 190,847 $ 212,847

Total assets $ 261,349 $ 276,642

Liabilities and Stockholders' Equity

1 unchanged sentence

Accounts payable $ 1,495 $ 1,016

$ 786 $ 1,811

Accrued expenses 2,859 6,387

3 unchanged sentences

Total liabilities 11,308 15,653

10,377 14,781

Commitments and contingencies (Note 8)

1 unchanged sentence

Class A common stock, $ 0.001 par value;

authorized shares— 200,000,000 at September 30, 2025 and December 31, 2024;

issued and outstanding shares— 22,765,839 and 19,125,377 at September 30, 2025 and December 31, 2024, respectively.

authorized shares— 200,000,000 at March 31, 2026 and December 31, 2025;

issued and outstanding shares— 32,723,877 and 31,236,787 at March 31, 2026 and December 31, 2025, respectively.

Class B common stock, $ 0.001 par value;

authorized shares— 20,000,000 at September 30, 2025 and December 31, 2024;

issued and outstanding shares— 6,416,672 and 6,729,172 at September 30, 2025 and December 31, 2024, respectively.

authorized shares— 20,000,000 at March 31, 2026 and December 31, 2025;

issued and outstanding shares— 4,662,500 and 6,083,338 at March 31, 2026 and December 31, 2025, respectively.

Preferred stock, $ 0.001 par value;

authorized shares— 10,000,000 at September 30, 2025 and December 31, 2024;

no shares issued or outstanding at September 30, 2025 and December 31, 2024.

authorized shares— 10,000,000 at March 31, 2026 and December 31, 2025;

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

Additional paid-in-capital 442,093 438,072

342,400 315,371

Accumulated deficit ( 191,836 ) ( 177,380 )

( 162,224 ) ( 117,402 )

Accumulated other comprehensive income

Accumulated other comprehensive income (loss) ( 253 ) 260

Total stockholders' equity 250,041 260,989

180,470 198,066

Total liabilities and stockholders' equity $ 261,349 $ 276,642

$ 190,847 $ 212,847

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

2 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

5 unchanged sentences

Interest income 2,505 2,250

Change in fair value of warrant liability

Other income (expense), net

Other expense, net ( 57 ) ( 130 )

Total other income, net 2,448 2,120

Other comprehensive income:

Unrealized gain on marketable securities

Net loss $ ( 14,456 ) $ ( 15,990 )

Other comprehensive income (loss):

Unrealized gain (loss) on marketable securities ( 513 ) 99

Comprehensive loss $ ( 14,969 ) $ ( 15,891 )

Net loss per share, basic and diluted (a)

$ ( 0.39 ) $ ( 0.62 )

Weighted-average shares of common stock outstanding, basic and diluted 37,339,026 25,868,935

_____________

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 unaudited condensed financial statements.

CONTINEUM THERAPEUTICS, INC.

CONDENSED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS ’ EQUITY (DEFICIT)

CONDENSED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(in thousands, except share data)

Class A and Class B

Accumulated Other

Common Stock Additional

Capital Accumulated Other

Comprehensive

Income (Loss) Accumulated

Deficit Total

Stockholders'

Shares Amount

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

1 unchanged sentence

Stock-based compensation — — 3,823 — — 3,823

Unrealized gain on marketable securities

Balance at March 31, 2025

Shares purchased through employee stock purchase plan

Stock-based compensation

Net loss — — — — ( 14,456 ) ( 14,456 )

Unrealized loss on marketable securities — — — ( 513 ) — ( 513 )

Balance at June 30, 2025

Issuance of common stock in at-the-market offering, net of issuance costs

Exercise of stock options

Stock-based compensation

Unrealized gain on marketable securities

Balance at September 30, 2025

Convertible Class A and Class B Additional

Accumulated Other Total

Preferred Stock

Balance at March 31, 2026 37,386,377 $ 37 $ 442,093 $ ( 253 ) $ ( 191,836 ) $ 250,041

Class A and Class B

Common Stock Additional

Capital Accumulated Other

Comprehensive

Income Accumulated

Deficit Total

Stockholders'

Income (Loss)

Equity (Deficit)

Shares Amount

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

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

Exercise of stock options 17,000 — 24 — — 24

— — 34,872 — 122 — — 122

Stock-based compensation — — 2,569 — — 2,569

— — — — 768 — — 768

— — — — — — ( 8,417 ) ( 8,417 )

Unrealized loss on marketable securities

— — — — — ( 166 ) — ( 166 )

Balance at March 31, 2024

15,906,236 $ 192,620 2,384,426 $ 2 $ 7,988 $ ( 58 ) $ ( 83,561 ) $ ( 75,629 )

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

— — 7,423,682 7 107,860 — — 107,867

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

Reclassification of warrant from liability to equity

— — — — 216 — — 216

Exercise of stock options

— — 8,932 — 13 — — 13

Stock-based compensation

— — — — 1,494 — — 1,494

— — — — — — ( 9,009 ) ( 9,009 )

Unrealized loss on marketable securities

— — — — — ( 69 ) — ( 69 )

Balance at June 30, 2024

— $ — 25,723,276 $ 26 $ 310,174 $ ( 127 ) $ ( 92,570 ) $ 217,503

Exercise of stock options

— — 12,800 — 13 — — 13

Stock-based compensation

— — — — 2,291 — — 2,291

— — — — — — ( 10,267 ) ( 10,267 )

Net loss — — — — ( 15,990 ) ( 15,990 )

Unrealized gain on marketable securities — — — 99 — 99

— — — — — 688 — 688

Balance at September 30, 2024

— $ — 25,736,076 $ 26 $ 312,478 $ 561 $ ( 102,837 ) $ 210,228

Balance at March 31, 2025 25,871,549 $ 26 $ 317,964 $ 170 $ ( 133,392 ) $ 184,768

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

2 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

Net loss $ ( 14,456 ) $ ( 15,990 )

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

Depreciation and amortization 83 78

Non-cash operating lease expense

Noncash operating lease expense 624 233

Stock-based compensation 3,823 2,569

Accretion of premiums/discounts on marketable securities, net ( 395 ) ( 285 )

Change in fair value of warrant liability

Loss on disposal of property and equipment 2 67

Gain on sale of equipment

Gain on marketable securities — ( 2 )

1 unchanged sentence

Prepaid expenses and other current assets ( 1,616 ) 203

Other long-term assets

Accounts payable 490 1,834

4 unchanged sentences

Purchase of property and equipment ( 312 ) ( 47 )

Proceeds from sale of equipment

Purchases of marketable securities ( 97,117 ) ( 33,691 )

3 unchanged sentences

Payments of deferred offering costs ( 69 ) —

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

Proceeds from issuance of common stock in at-the-market offering, net of commissions and other offering costs

Proceeds from exercise of stock options 198 24

Proceeds from employee stock purchase plan

Net cash provided by financing activities 129 24

Net increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents ( 55,445 ) 527

Cash and cash equivalents at beginning of period 75,603 21,943

Cash and cash equivalents at end of period $ 20,158 $ 22,470

Supplemental disclosure of noncash investing and financing activities

Conversion of convertible preferred stock to common stock upon initial public offering

Reclassification of warrant from liability to equity

Reclassification of deferred offering costs paid in prior year to equity

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

7 unchanged sentences

to Contineum Therapeutics, Inc.

Reverse Stock Split

On April 1, 2024, the Company filed an amendment to its fourth amended and restated certificate of incorporation as amended and effected a 1 -for- 5.5972 reverse stock split of its capital stock.

All share and per-share amounts presented in the financial statements and related notes have been retroactively adjusted to reflect the reverse stock split as of the beginning of the first period presented.

Initial Public Offering

On April 9, 2024, the Company closed its initial public offering (the “IPO”), pursuant to which it issued and sold an aggregate of 6,875,000 shares of its common stock at a public offering price of $ 16.00 per share and on April 19, 2024, the Company issued and sold 548,682 additional shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares, resulting in net proceeds of approximately $ 107.9 million, after deducting underwriting discounts, commissions and other offering expenses.

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 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;

and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

Liquidity and Capital Resources

Since its inception, the Company has devoted substantially all its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital to support and expand such activities and providing general and administrative support for these operations.

The Company incurred a net loss of $ 12.8 million and $ 44.8 million for the three and nine months ended September 30, 2025 , respectively.

The Company had an accumulated deficit of $ 162.2 million as of September 30, 2025 .

From its inception through September 30, 2025 , the Company has financed its operations primarily from the sale of equity securities and convertible equity securities, borrowings under credit facilities, 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, net proceeds of approximately $ 107.9 million received in April 2024 from the IPO.

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

During the three months ended September 30, 2025, the Company sold 3,241,110 shares of its Class A common stock pursuant to the 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 September 30, 2025 , the Company had cash, cash equivalents and marketable securities of $ 182.4 million.

The Company incurred a net loss of $ 14.5 million and $ 16.0 million for the three months ended March 31, 2026 and 2025, respectively.

The Company had an accumulated deficit of $ 191.8 million as of March 31, 2026.

From its inception through March 31, 2026, 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.

In May 2025, the Company entered into a 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 its Class A common stock, par value $ 0.001 per share (“Class A common stock”) in an “at-the-market” offering program (the “ATM Program”).

During the year ended December 31, 2025, the Company sold 3,241,110 shares of its Class A common stock pursuant to the ATM Sales Agreement generating net proceeds of $ 19.0 million.

In March 2026, the Company entered into Amendment No.

1 to the ATM Sales Agreement (the “ATM Amendment”) with Leerink Partners to increase the aggregate offering price of the shares of its Class A common stock that the Company may sell pursuant to the ATM Sales Agreement (as amended by the Amendment, the “Amended ATM Sales Agreement”).

In connection with the ATM Amendment, the Company filed a prospectus supplement (the “ATM Prospectus Supplement”), pursuant to which the Company may offer and sell up to $ 100.0 million in shares of its Class A common stock under the Amended ATM Sales Agreement, exclusive of amounts previously sold under the ATM Sales Agreement.

The Company did not sell any shares of its Class A common stock under the Amended ATM Sales Agreement during the three months ended March 31, 2026.

In December 2025, the Company completed a follow-on public offering in which 8,097,570 shares of its Class A common stock were sold at a public offering price of $ 12.25 per share resulting in aggregate net proceeds of $ 93.0 million.

As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of $ 246.3 million.

Management believes the Company's existing cash, cash equivalents and marketable securities will be sufficient to support its operations for at least 12 months from the issuance date of these unaudited condensed financial statements.

4 unchanged sentences

Unaudited Interim Condensed Financial Statements

The condensed balance sheet as of September 30, 2025 , condensed statements of operations and comprehensive loss and condensed statements of convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2025 and 2024, and condensed statements of cash flows for the nine months ended September 30, 2025 and 2024, and related notes to condensed financial statements are unaudited.

These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the periods presented.

The condensed results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period.

The condensed balance sheet as of March 31, 2026, condensed statements of operations and comprehensive loss, condensed statements of stockholders’ equity, and condensed statements of cash flows for the three months ended March 31, 2026 and 2025, and related notes to condensed financial statements are unaudited.

These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in

the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the periods presented.

The condensed results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period.

The condensed balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date.

1 unchanged sentence

Summary of Significant Accounting Policies

During the nine months ended September 30, 2025 , there were no significant changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10 -K for the year ended December 31, 2024, filed with the SEC on March 6, 2025.

During the three months ended March 31, 2026, there were no significant changes to the Company's significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026.

Basis of Presentation

12 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;

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

the fair value of common stock;

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.

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 10 - Segment Reporting 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.

Marketable Securities

The Company invests its excess cash in marketable securities, including debt securities, commercial paper, asset-backed securities, yankee debt, certificate of deposit, and U.S.

Government agency securities.

The following table summarizes the amortized cost and fair value of the Company’s marketable securities by major investment category (in thousands):

September 30, 2025

Maturity in Years

Amortized Cost

Government agency securities

3 years or less

Certificate of deposit

Corporate debt securities

2 years or less

Commercial paper

Asset-backed securities

3 years or less

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 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.

Cash Equivalents and Marketable Securities

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major investment category (in thousands):

March 31, 2026

Maturity in Years Amortized Cost Gains Losses Fair Value

Cash equivalents Less than 1

$ 17,869 $ — $ ( 12 ) 17,857

Government agency securities 3 years or less

48,710 48 ( 64 ) 48,694

Certificate of deposit Less than 1

1,408 1 — 1,409

Corporate debt securities 3 years or less

116,719 47 ( 254 ) 116,512

Commercial paper Less than 1

49,435 1 ( 26 ) 49,410

Yankee debt Less than 1

2,901 — ( 5 ) 2,896

Asset-backed securities 3 years or less

7,238 13 ( 2 ) 7,249

Total $ 244,280 $ 110 $ ( 363 ) $ 244,027

December 31, 2025

Maturity in Years

Amortized Cost

Government agency securities

3 years or less

Certificate of deposit

Corporate debt securities

2 years or less

Commercial paper

Asset-backed securities

2 years or less

Maturity in Years Amortized Cost Gains Losses Fair Value

Government agency securities 2 years or less

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

Certificate of deposit Less than 1

3,009 4 — 3,013

Corporate debt securities 2 years or less

81,614 84 — 81,698

Commercial paper Less than 1

48,448 7 ( 2 ) 48,453

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

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.

The Company has no requirement or intention to sell these securities before maturity or recovery of their amortized cost basis.

As of September 30, 2025 and December 31, 2024, the Company did not record an allowance for credit loss related to its investment portfolio.

As of September 30, 2025 , 18 out of 219 of our available-for-sale debt securities were in an aggregate gross unrealized loss position.

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

As of September 30, 2025 and December 31, 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 continuous unrealized loss positions of less than 12 months.

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):

September 30, 2025

Unrealized Losses

As of March 31, 2026 and December 31, 2025, the Company did not record an allowance for credit loss related to its investment portfolio.

As of March 31, 2026, 119 out of 224 of the Company’s cash equivalents and available-for-sale debt securities were in an aggregate gross unrealized loss position.

The unrealized losses were broadly distributed across the portfolio and not concentrated in any one security.

As of December 31, 2025, 7 out of 225 of the Company’s available-for-sale debt securities were in an aggregate gross unrealized loss position.

As of March 31, 2026 and December 31, 2025, all of the Company’s 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.

Based on the Company’s review of these investments as of March 31, 2026, the Company believes none of the unrealized loss positions were not other-than-temporary in nature.

The following tables summarize the Company’s cash equivalents and 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):

March 31, 2026

Fair Value Unrealized Losses

Cash equivalents $ 8,795 $ ( 12 )

Government agency securities 19,414 ( 64 )

Corporate debt securities 86,083 ( 254 )

Commercial paper 46,810 ( 26 )

Yankee debt 2,896 ( 5 )

Asset-backed securities 1,710 ( 2 )

Total $ 165,708 $ ( 363 )

December 31, 2025

Unrealized Losses

Fair Value Unrealized Losses

Government agency securities $ 1,771 $ ( 1 )

Certificate of deposit

Corporate debt securities

Commercial paper 25,104 ( 2 )

Total $ 26,875 $ ( 3 )

Fair Value Measurements

9 unchanged sentences

Fair Value Measurements Using

Quoted Prices in

Significant Other

Total Quoted Prices in

Active Markets

for Identical

Assets (Level 1)

September 30, 2025:

Assets (Level 1) Significant Other

(Level 2) Significant

March 31, 2026:

Cash equivalents (1)

$ 18,305 $ 18,305 $ — $ —

Government agency securities 48,694 48,694 — —

2 unchanged sentences

Commercial paper 49,410 — 49,410 —

Yankee debt 2,896 — 2,896 —

Asset-backed securities 7,249 — 7,249 —

6 unchanged sentences

Commercial paper 48,453 — 48,453 —

Yankee debt 4,465 — 4,465 —

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

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

(1) Cash equivalents includes $ 17.9 million in short-term investments and $ 0.4 million in other cash equivalents.

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 September 30, 2025 and December 31, 2024 are money market funds with a carrying value and fair value of $ 8.8 million and $ 3.9 million, respectively, based upon a Level 1 fair value assessment.

Included in cash and cash equivalents at March 31, 2026 and December 31, 2025 are money market funds with a carrying value and fair value of $ 9.0 million and $ 6.5 million, respectively, based upon a Level 1 fair value assessment.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

September 30,

2026 December 31,

Accrued compensation expenses $ 1,568 $ 4,796

3 unchanged sentences

Total accrued expenses $ 2,859 $ 6,387

Stockholders ’ Equity (Deficit)

Sales Agreement

In May 2025, the Company entered into the Sales Agreement.

During the three months ended September 30, 2025, the Company sold 3,241,110 shares of its Class A common stock pursuant to the 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.

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 September 30, 2025 , of the authorized 200,000,000 shares of Class A common stock, 22,765,839 shares of Class A common stock were issued and outstanding, and of the authorized 20,000,000 shares of Class B common stock, 6,416,672 shares of Class B common stock were issued and outstanding.

As of September 30, 2024 , of the authorized 200,000,000 shares of Class A common stock, 19,006,904 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 nine months ended September 30, 2025 ( in shares):

The following table summarizes the changes in Class A common stock and Class B common stock for the three months ended March 31, 2026 (in shares):

Class A Class B

1 unchanged sentence

Exercise of stock options 66,252 —

Balance at March 31, 2025 19,142,377 6,729,172

Shares purchased through employee stock purchase plan 48,346 —

Balance at June 30, 2025 19,190,723 6,729,172

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

Conversion of Class B common stock into Class A common stock 1,420,838 ( 1,420,838 )

Exercise of stock options 21,506 —

Balance at September 30, 2025 22,765,839 6,416,672

The following table summarizes the changes in Class A common stock and Class B common stock for the nine months ended September 30, 2024 ( in shares):

Balance at March 31, 2026 32,723,877 4,662,500

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

Class A Class B

2 unchanged sentences

Balance at March 31, 2025 19,142,377 6,729,172

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

Exercise of stock options 8,932 —

Balance at June 30, 2024 18,994,104 6,729,172

Exercise of stock options 12,800 —

Balance at September 30, 2024 19,006,904 6,729,172

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

September 30,

2026 December 31,

Common stock options granted and outstanding 7,485,027 5,548,320

5,597,573 4,045,500

Shares available for issuance under the 2024 Equity Incentive Plan 2,320,610 1,707,563

1,662,457 1,674,309

Common stock warrant 15,764 15,764

15,764 15,764

Common stock reserved under the 2024 Employee Stock Purchase Plan 716,306 436,306

472,203 262,004

Shares available for issuance under the 2026 Inducement Plan 625,000 —

Total common stock reserved for future issuance 11,162,707 7,707,953

7,747,997 5,997,577

There are no shares of Class B common stock reserved for future issuance as of September 30, 2025 and December 31, 2024.

There are no shares of Class B common stock reserved for future issuance as of March 31, 2026 and December 31, 2025.

Follow-On Public Offering

Sales Agreement

In May 2025, the Company entered into the ATM Sales Agreement relating to the offer and sale of up to $ 75.0 million in shares of its Class A common stock in the ATM Program.

During the year ended December 31, 2025, the Company sold 3,241,110 shares of its Class A common stock pursuant to the ATM Sales Agreement generating net proceeds of $ 19.0 million.

In March 2026, the Company entered into the ATM Amendment with Leerink Partners to increase the aggregate offering price of the shares of its Class A common stock that the Company may sell pursuant to the ATM Sales Agreement.

In connection with the ATM Amendment, the Company filed the ATM Prospectus Supplement, pursuant to which the Company may offer and sell up to $ 100.0 million in shares of its Class A common stock under the Amended ATM Sales Agreement, exclusive of amounts previously sold under the ATM Sales Agreement.

did not sell any shares of its Class A common stock under the Amended ATM Sales Agreement during the three months ended March 31, 2026.

Equity Incentive Plans

As of March 31, 2026, there were 2,320,610 shares of the Company’s Class A common stock available for issuance under the 2024 Equity Incentive Plan (the “2024 Plan”).

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.

As of March 31, 2026, there were 625,000 shares of the Company’s Class A common stock available for issuance under the 2026 Inducement Plan.

Stock Options

In March 2024, the Company's board of directors and its stockholders adopted and approved the 2024 Equity Incentive Plan (the “2024 Plan”).

The 2024 Plan is the successor of the Company's 2012 Equity Incentive Plan (the “2012 Plan”).

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

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 September 30, 2025 , there were 1,662,457 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.

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.

Optionees will be permitted to pay the exercise price in cash or, with the consent of the compensation committee (i) with shares of common stock that the optionee already owns, (ii) by an immediate sale of shares through a broker approved by the Company, (iii) by instructing the Company to withhold a number of shares otherwise deliverable upon exercise having an aggregate fair market value that does not exceed the exercise price, or (iv) by other methods permitted by applicable law.

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.

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:

Options Outstanding

Weighted- Average Exercise Price

Weighted- Average Remaining Contractual Term

Aggregate Intrinsic Value (in thousands)

Options Outstanding Weighted- Average Exercise

Price Weighted- Average Remaining

Contractual Term Aggregate Intrinsic Value (in

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

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

Options granted 2,032,857 14.24 — —

1,600,542 8.07 — —

Options exercised ( 66,252 ) 3.03 — —

( 38,506 ) 5.11 — —

Options cancelled and forfeited ( 29,898 ) 13.42 — —

( 5,007 ) 11.74 — —

Options expired — — — —

( 4,956 ) 9.67 — —

Balance at September 30, 2025

5,597,573 $ 9.41 7.55 $ 19,858

Options vested and expected to vest as of September 30, 2025

5,571,573 $ 9.44 7.54 $ 19,669

Options exercisable as of September 30, 2025

2,749,352 $ 7.71 6.02 $ 13,611

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2025 and 2024 was $ 0.3 million and $ 0.6 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 September 30, 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.

Balance at March 31, 2026 7,485,027 $ 10.80 7.79 $ 24,046

Options vested and expected to vest as of March 31, 2026 7,485,027 $ 10.80 7.79 $ 24,046

Options exercisable as of March 31, 2026 3,505,900 $ 8.57 6.24 $ 18,254

The aggregate intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 was $ 0.7 million and $ 0.2 million, respectively, determined as of the date of exercise.

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

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Expected term (in years) 6.02 6.07

6.08 6.08 5.96 6.03

Expected volatility 112 % 93 %

97 % 112 % 94 % 110 %

Risk free interest rate 3.90 % 4.41 %

3.89 % 3.79 % 4.25 % 4.42 %

Dividend yield — —

The weighted-average grant-date fair value per share of stock options granted and expected to vest as of their grant date during the three months ended September 30, 2025 and 2024 was $ 4.84 and $ 16.21 per share, respectively.

The weighted-average grant-date fair value per share of stock options granted and expected to vest as of their grant date during the nine months ended September 30, 2025 and 2024 was $ 6.33 and $ 13.63 per share, respectively.

The weighted-average grant-date fair value per share of stock options granted and expected to vest as of their grant date during the three months ended March 31, 2026 and 2025 was $ 12.10 and $ 7.64 per share, respectively.

Stock-based compensation

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Research and development $ 1,706 $ 1,083

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Total $ 3,823 $ 2,569

As of September 30, 2025 , there was approximately $ 23.1 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 2.7 years.

As of March 31, 2026, there was approximately $ 40.9 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 2.9 years.

Employee Stock Purchase Plan

In March 2024, the Company's board of directors and its stockholders adopted and approved the 2024 Employee Stock Purchase Plan (the “2024 ESPP”).

The 2024 ESPP became effective as of April 9, 2024.

The purpose of the 2024 ESPP is to provide eligible employees with an opportunity to increase their interest in the success of the Company by purchasing shares of Class A common stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions.

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 September 30, 2025 , there were 472,203 shares of the Company’s common stock reserved and available for issuance under the 2024 ESPP.

The number of shares reserved for issuance under the 2024 ESPP will automatically increase on the first day of each fiscal year of the Company, commencing in 2025 and ending in (and including) 2044, by a number equal to the lesser of (i) 280,000 shares, (ii) 1 % of the aggregate shares of Class A common stock and Class B common stock issued and outstanding on the last day of the prior fiscal year, or (iii) a number of shares determined by the Company's board of directors.

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 three months ended September 30, 2025 , there were no shares purchased under the 2024 ESPP and the recorded expense was not material.

During the nine months ended September 30, 2025 , there were 48,346 shares purchased under the 2024 ESPP and the recorded expense was $ 0.1 million.

During the three and nine months ended September 30, 2024 , there were no shares purchased under the 2024 ESPP and the recorded expense was not material.

As of March 31, 2026, there were 716,306 shares of the Company’s Class A common stock reserved and available for issuance under the 2024 Employee Stock Purchase Plan (“2024 ESPP”).

During the three months ended March 31, 2026 and 2025, there were no shares purchased under the 2024 ESPP and the recorded expense was not material.

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 September 30, 2025 , all variable consideration under the J&J License Agreement was fully constrained.

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.

Therefore, the Company accounted for the modification as a termination of the existing contract and creation of a new contract.

Accordingly, the amount of consideration to be allocated to the remaining performance obligations consists of future contingent milestone-based payments and sales-based royalties, all of which were constrained.

The only remaining performance obligation is the promise to conduct the Phase 2 trial, as the other performance obligations had been satisfied prior to the modification date.

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 September 30, 2025 , no amounts had been recognized related to the Phase 2 trial as all remaining variable consideration was fully constrained subsequent to the contract modification.

As of March 31, 2026, 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 March 31, 2026.

There was no revenue recognized for the three months ended March 31, 2026 and 2025.

The Company does not have any products approved for sale and have not yet generated any revenue from product sales.

Commitments and Contingencies

Operating Lease

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.

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”).

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 right-of-use (“ROU”) assets and lease liabilities balance.

As a result of the new lease, the Company received rent abatement from January to October 2024 on the Science Center Drive Lease.

This resulted in a modification of the Science Center Drive Lease and a remeasurement of the existing lease liability and the associated right-of-use asset in October 2023.

As a result, $ 0.6 million from the payments of the new lease were allocated to the Science Center Drive Lease, based on a relative standalone selling price analysis.

The Company’s operating lease ROU asset and the related lease liabilities are initially measured at the present value of future lease payments over the lease term.

Upon commencement of the new lease, in October 2024, the Company recorded an ROU asset and lease liability of approximately $ 5.6 million.

This includes the $ 0.6 million allocation, which led to a corresponding decrease in the ROU asset value for the new lease.

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

Below is a summary of the Company’s operating lease right-of-use assets and lease liabilities (in thousands, except for years and %):

September 30,

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.

Below is a summary of the Company’s operating lease right-of-use assets and lease liabilities as of March 31, 2026 and 2025 (in thousands, except for years and %):

2026 December 31,

Operating lease right-of-use assets $ 7,016 $ 7,639

$ 4,774 $ 5,467

Operating lease liability obligations, current $ 2,303 $ 2,341

$ 1,477 $ 1,452

Operating lease liability obligations, less current portion 4,651 5,909

Total lease liability obligations $ 6,954 $ 8,250

$ 5,493 $ 6,259

Weighted-average remaining lease term 3.3 3.4

Weighted-average discount rate 8.9 % 8.9 %

During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.4 million and $ 0.3 million, respectively, in operating lease expenses, which are included in operating expenses in the Company's statements of operations and comprehensive loss.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 1.2 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 loss.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.5 million and $ 0.4 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 are as follows (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities $ 1,328 $ 378

Future minimum lease payments for the Company’s operating lease liabilities as of September 30, 2025 are as follows (in thousands):

Future minimum lease payments for the Company’s operating lease liabilities as of March 31, 2026 were as follows (in thousands):

Total minimum lease payments 7,971

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Operating lease liabilities, net of current portion $ 4,651

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 September 30, 2025 , the Company was not currently a party to any material legal proceedings.

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

As of March 31, 2026, the Company was not a party to any material legal proceedings.

Other Commitments

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Net 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):

Three Months Ended September 30,

Nine Months Ended September 30,

Net loss applicable to common stockholders

Weighted average shares used to compute net loss per common share, basic and diluted

Net loss per share:

Basic and diluted

For the three and nine months ended September 30, 2025 and 2024, 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.

For the three months ended March 31, 2026 and 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.

Weighted-average common shares include shares of the Company’s Class A common stock and Class B common stock.

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

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 three and nine months ended September 30, 2025 and 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 three months ended March 31, 2026 and 2025, 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.

The following potentially dilutive securities have been excluded from the diluted per share calculation for the periods presented as they would be anti-dilutive:

September 30,

2026 March 31,

Common stock options 7,485,027 5,107,770

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The Company operates in one reportable segment, pioneering differentiated therapies for the treatment of NI&I indications with significant unmet need.

Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, Carmine Stengone.

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.

The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, Carmine Stengone.

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, as reported on the Company’s statements of operations and comprehensive loss.

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

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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.

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

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

Three Months Ended

Nine Months Ended

September 30,

Significant and other segment expenses

Significant segment expenses

Research and development

PIPE-791 $ 6,051 $ 5,554

PIPE-307 251 2,615

CTX-343 273 1,378

Discovery programs 1,426 1,382

1 unchanged sentence

General and administrative 5,256 4,398

Total operating expenses 16,904 18,110

Loss from operations ( 16,904 ) ( 18,110 )

Interest income 2,505 2,250

1 unchanged sentence

( 57 ) ( 130 )

Net loss $ ( 14,456 ) $ ( 15,990 )

______________________

(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.

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

(2) Other segment items include other expense, net which primarily consists of non-operating items.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

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As a result of many factors, including without limitation those set forth under “ Risk Factors ” under Item 1A of Part II below, and elsewhere in this Quarterly Report on Form 10-Q, our actual results may differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

Except as required by law, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

We are a clinical-stage biopharmaceutical company pioneering differentiated therapies for the treatment of NI&I indications with significant unmet need.

We target biological pathways associated with specific clinical impairments that we believe, once modulated, will demonstrably alter the course of disease.

We have focused our efforts on developing selective compounds targeting challenging molecular pathways and have built a portfolio of small molecule drug candidates.

We focus on developing selective compounds targeting challenging molecular pathways and have built a portfolio of small molecule drug candidates.

We believe our two clinical stage, internally-discovered drug candidates, PIPE-791 and PIPE-307, will have broad applicability across multiple NI&I indications.

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Our wholly-owned lead asset, PIPE-791, is a novel, brain penetrant, small molecule inhibitor of the lysophosphatidic acid 1 receptor (“LPA1R”) in development for idiopathic pulmonary fibrosis (“IPF”) and chronic pain.

LPA1R antagonism is a clinically validated mechanism in IPF, and we believe that our preclinical studies and Phase 1 healthy volunteer data support the development of PIPE-791 for IPF and chronic pain.

Specifically, based on its high bioavailability, low plasma protein binding, and long receptor occupancy time in our preclinical studies compared to the preclinical data of other LPA1R antagonists, we believe PIPE-791 has the potential to be a differentiated LPA1R therapy.

We have completed a Phase 1 clinical trial of PIPE-791 in healthy volunteers in support of clinical development in IPF and chronic pain as well as a Phase 1b open-label trial to measure the relationship of pharmacokinetics (“PK”) to lung and brain receptor occupancy by positron emission tomography (“PET”) imaging to inform dose selection in our future Phase 2 trials of PIPE-791.

We plan to initiate a global Phase 2 clinical trial in IPF in the fourth quarter of 2025.

In March 2025, we announced the initiation of patient dosing in an exploratory PIPE-791 Phase 1b, randomized, double-blind, placebo-controlled, crossover, chronic pain trial for the treatment of chronic pain associated with two separate indications, chronic osteoarthritis and chronic low back pain.

We expect to enroll approximately 40 patients at up to five sites in the U.S., and a treatment duration of 28 days.

We anticipate topline data from this trial in the first half of 2026.

Our second drug candidate, PIPE-307, is a novel, small molecule selective inhibitor of the muscarinic type 1 receptor (“M1R”), in development for depression and relapse-remitting multiple sclerosis (“RRMS”).

LPA1R antagonism is a clinically validated mechanism in IPF, and we believe that our preclinical studies, Phase 1 healthy volunteer data, and Phase 1 positron emission tomography (“PET”) data support the development of PIPE-791 for IPF and chronic pain.

Specifically, based on its high bioavailability, high selectivity, low plasma protein binding, and long receptor residence time, we believe PIPE-791 has the potential to be a differentiated LPA1R therapy.

In September 2025, we reported positive top-line data from our completed Phase 1b PET trial which measured the relationship of pharmacokinetics to receptor occupancy (“RO”) by PET imaging.

The data from the Phase 1b PET trial further affirmed the planned dose selection for our Phase 2 trial of PIPE-791 in IPF, which was initiated in December 2025.

In the fourth quarter of 2025, we completed enrollment for a Phase 1b, randomized, double-blind, placebo-controlled, crossover study which was designed to explore the safety and efficacy of oral PIPE-791 in subjects with chronic osteoarthritic pain or chronic low back pain.

We announced positive topline data from this trial in April 2026.

The Phase 1b trial achieved its primary endpoint demonstrating favorable safety and tolerability.

We also observed encouraging trends across multiple exploratory efficacy endpoints including improvements in measures of pain, and other functional patient-reported outcomes.

We believe these results support further evaluation of PIPE-791 in chronic pain.

Our second novel drug candidate, PIPE-307, is a selective, small-molecule inhibitor of the muscarinic type 1 receptor (“M1R”), in development for depression and relapse-remitting multiple sclerosis (“RRMS”).

We have completed two Phase 1 trials of PIPE-307 in healthy volunteers.

In 2023, we initiated a Phase 2 VISTA trial of PIPE-307 for the potential treatment of RRMS.

In January 2025, we announced that we have fully enrolled our Phase 2 VISTA trial.

We expect the topline data from this trial will be available in the fourth quarter of 2025.

In December 2024, J&J began recruiting an estimated 124 adult participants for a Phase 2 trial of PIPE-307/JNJ-89495120 for the potential treatment of major depressive disorder (“MDD”).

This trial is a randomized, double-blind, multi-center, placebo-controlled, proof-of-concept study to evaluate the efficacy, safety and tolerability of PIPE-307/JNJ-89495120 as monotherapy in adult participants with MDD.

In December 2024, J&J began recruiting an estimated 124 adult participants for the Phase 2 Moonlight-1 trial of PIPE-307, renamed by J&J to JNJ-89495120.

This trial is a randomized, double-blind, multicenter, placebo-controlled, proof-of-concept study to evaluate the efficacy, safety, and tolerability of PIPE-307/JNJ-89495120 as a monotherapy in adult participants with major depressive disorder (“MDD”).

We estimate this trial to be completed in June 2026.

In November 2025, we reported top-line data from our Phase 2 VISTA trial of PIPE-307 for the treatment of patients with RRMS.

The trial demonstrated acceptable safety and tolerability at both doses

that were investigated in the trial.

The trial did not meet its prespecified primary and secondary efficacy endpoints.

J&J has sole discretion whether or not to further develop PIPE-307 for RRMS, MDD, or any other indication.

We believe PIPE-307 is the most advanced selective M1R antagonist in clinical development.

In addition, we are leveraging our drug discovery capabilities to expand our clinical portfolio.

We are actively conducting preclinical and discovery-phase experiments targeting other NI&I indications where our internally-discovered molecules may have therapeutic potential.

We have a portfolio of novel and proprietary small molecule programs that we believe can modulate innate pathways to restore function in NI&I indications.

We retain worldwide rights to our LPA1R programs and discovery portfolio, and we have partnered with J&J for the development and potential commercialization efforts of PIPE-307.

(1) We made a strategic decision to defer further clinical development of our PIPE-791 progressive multiple sclerosis (“PrMS”) program and to defer the initiation of clinical development for our CTX-343 program until funding is obtained to specifically move these programs forward.

(2) J&J has sole discretion whether or not to further develop PIPE-307 for RRMS and MDD.

We are also actively conducting preclinical and discovery-phase experiments targeting other NI&I indications where our internally-discovered molecules may have therapeutic potential.

We expect our operating expenses to significantly increase as we continue to develop, conduct clinical trials, and seek regulatory approvals for our drug candidates, engage in other research and development activities to expand the indications for our existing drug candidates and develop a pipeline of additional drug candidates, expand our operations and headcount, maintain and expand our intellectual property portfolio, and, if we obtain approval for one or more of our drug candidates, launch commercial activities.

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If we opt to fund such development costs, then the royalties we are eligible to receive will increase by one to two percentage points.

We are conducting, at our own expense, a Phase 2 clinical trial of PIPE-307 in patients with RRMS.

We completed enrollment of our Phase 2 clinical trial in December 2024, and expect the topline data from this trial will be available in the fourth quarter of 2025.

J&J has the right, in its sole discretion, to further develop or to elect not to develop PIPE-307 for this indication.

In December 2024, J&J began recruiting an estimated 124 adult participants for a Phase 2 trial of PIPE-307/JNJ-89495120 for the potential treatment of MDD.

In November 2025, we reported top-line data from our Phase 2 VISTA trial of PIPE-307 for the treatment of patients with RRMS.

The trial demonstrated acceptable safety and tolerability at both doses that were investigated in the trial.

The trial did not meet its prespecified primary and secondary efficacy endpoints.

J&J has sole discretion whether or not to further develop PIPE-307 for RRMS and MDD.

In December 2024, J&J began recruiting an estimated 124 adult participants for the Phase 2 Moonlight-1 trial of PIPE-307, renamed by J&J to JNJ-89495120.

We estimate this trial to be completed in June 2026.

The J&J License Agreement expires on a licensed product-by-product and country-by-country basis upon the last to occur of:

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

We determined that the initial transaction price under the J&J License Agreement equals $50.0 million, consisting solely of the upfront, non-refundable payment of $50.0 million received during the year ended December 31, 2023.

There was no revenue recognized for the three months ended March 31, 2026 and 2025.

We do not have any products approved for sale and we have not yet generated any revenue from product sales.

We did not recognize any revenue for the three and nine months ended September 30, 2025 or 2024.

Operating Expenses

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Certain employee activities that cannot be allocated to any one specific project or management related activities are considered indirect costs.

The following tables summarize our research and development expenses for the three and nine months ended September 30, 2025 and 2024.

The following tables summarize our research and development expenses for the three months ended March 31, 2026 and 2025.

The direct external development program expenses reflect external costs attributable to our clinical development and preclinical programs and personnel costs that can be directly attributed to a development program.

The unallocated internal research and development costs include unallocated personnel costs, facility costs, stock-based compensation, laboratory consumables and discovery and research related activities.

Three Months Ended

Nine Months Ended

September 30,

(in thousands)

Three Months Ended March 31,

(in thousands)

Direct external development program expense

PIPE-791 $ 6,051 $ 5,554

PIPE-307 251 2,615

CTX-343 273 1,378

Discovery programs 1,426 1,382

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Facilities costs 505 504

Others 519 568

Total research and development costs $ 11,648 $ 13,712

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At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of any of our drug candidates and our costs may increase if we exercise our opt-in right to fund a portion of all Phase 3 and subsequent development costs for PIPE-307 pursuant to the J&J License Agreement.

However, we expect that our research and development expenses will increase substantially in connection with our planned preclinical and clinical development activities in the near term and for the foreseeable future.

we expect that our research and development expenses will increase substantially in connection with our planned preclinical and clinical development activities in the near term and for the foreseeable future.

The successful development of our drug candidates is highly uncertain.

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These increased costs will likely include increased expenses related to audit, legal, regulatory services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums and investor relations costs.

Other Income (Expense)

Interest Income

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Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations (in thousands) for the periods indicated:

Three Months Ended

September 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Change in fair value of warrant liability

Other income (expense), net

Total other income, net

Research and development expenses .

Research and development expenses were $11.0 million and $9.7 million for the three months ended September 30, 2025 and 2024, respectively.

The increase of $1.3 million from period to period was due to the following:

$1.1 million increase in personnel-related expense related to an overall increase in personnel from period to period;

$1.1 million increase in contract research organization costs due to a $1.3 million increase in startup costs related to the Phase 2 trial for PIPE-791 for the treatment of IPF, a $1.0 million increase in costs related to the Phase 1b trial for PIPE-791 for the treatment of chronic pain, and a $0.4 million increase in costs related to the Phase 1b PET trial for PIPE-791, partially offset by a $1.6 million decrease in costs related to the VISTA Phase 2 clinical trial for PIPE-307 for the treatment of RRMS;

$0.3 million increase in facilities costs;

$0.3 million increase in non-cash stock-based compensation;

$0.1 million increase in biology and chemistry supplies.

Partially offsetting these increases was a $1.3 million decrease in expenses for toxicology studies primarily for PIPE-791 and a $0.3 million decrease in manufacturing expenses for PIPE-791 and CTX-343.

General and administrative expenses .

General and administrative expenses were $3.9 million and $3.2 million for the three months ended September 30, 2025 and 2024, respectively.

The increase of $0.7 million was due to a $0.5 million increase in personnel-related expenses related to an overall increase in personnel from period to period, a $0.1 million increase in facilities costs, and a $0.1 million increase in other administrative costs.

Interest income .

Interest income was $2.0 million and $2.7 million for the three months ended September 30, 2025 and 2024, respectively.

The decrease of $0.7 million was due to a decrease in funds invested in marketable securities and a decrease in the yields earned on our marketable securities during the three months ended September 30, 2024 compared to the three months ended September 30, 2025.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations (in thousands) for the periods indicated:

Nine Months Ended

September 30,

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

2026 2025 Change

Operating expenses:

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Interest income 2,505 2,250 255

Change in fair value of warrant liability

Other expense, net (57) (130) 73

Total other income, net 2,448 2,120 328

Net loss $ (14,456) $ (15,990) $ 1,534

Research and development expenses .

Research and development expenses were $38.8 million and $25.4 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase of $13.4 million from period to period was due to the following:

$9.1 million increase in contract research organization costs due to a $4.9 million increase in startup costs related to the Phase 2 trial for PIPE-791 for the treatment of IPF, a $3.1 million increase in costs related to the Phase 1b trial for PIPE-791 for the treatment of chronic pain, and a $1.9 million increase in costs related to the Phase 1b PET trial for PIPE-791, partially offset by a $0.8 million decrease in costs related to the VISTA Phase 2 clinical trial for PIPE-307 for the treatment of RRMS;

$3.6 million increase in personnel-related expense related to an overall increase in personnel from period to period;

$1.4 million increase in non-cash stock-based compensation;

$0.8 million increase in facilities costs;

$0.6 million increase in consulting expenses.

Partially offsetting these increases was a $1.5 million decrease in expenses for toxicology studies primarily for PIPE-791 and a $0.6 million decrease in manufacturing expenses for PIPE-791 and CTX-343.

Research and development expenses were $11.6 million and $13.7 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease of $2.1 million from period to period was due to the following:

• $2.5 million decrease in contract research organization costs due to a $2.3 million decrease in costs related to the completed VISTA Phase 2 clinical trial for PIPE-307 for the treatment of RRMS, a $1.4 million decrease in costs related to the completed Phase 1b PET trial for PIPE-791, and a $0.5 million decrease in costs related to the Phase 1b trial for PIPE-791 for the treatment of chronic pain partially offset by a $1.7 million increase in costs related to the Phase 2 trial for PIPE-791 for the treatment of IPF, and

• $1.1 million decrease in expenses for toxicology studies primarily for PIPE-791 and CTX-343.

Partially offsetting these decreases was a $0.8 increase in personnel-related expense related to an overall increase in personnel from period to period, $0.6 million increase in noncash stock-based compensation, and a $0.1 million increase in facilities costs.

General and administrative expenses .

General and administrative expenses were $12.1 million and $8.4 million for the nine months ended September 30, 2025 and 2024, respectively.

The increase of $3.7 million was primarily due to a $1.7 million increase in personnel-related expenses related to an overall increase in personnel from period to period, a $1.6 million increase in non-cash stock-based compensation, a $0.3 million increase in facilities costs and a $0.1 million increase in director and officer insurance.

General and administrative expenses were $5.3 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively.

The increase of $0.9 million was due to a $0.6 million increase in noncash stock-based compensation and a $0.2 million increase in personnel-related expenses related to an overall increase in personnel from period to period.

Interest income .

Interest income was $2.5 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

The increase of $0.2 million was due to an increase in funds invested in marketable securities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Liquidity and Capital Resources

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We expect to incur substantial expenditures as we advance our drug candidates through clinical development, undergo the regulatory approval process, engage in other research and development activities to expand our pipeline of drug candidates, expand our operations and headcount, maintain and expand our intellectual property portfolio and, if we obtain approval for one or more of our drug candidates, launch commercial activities.

Through September 30, 2025, we have funded our operations primarily from the sale of equity securities and convertible equity securities, borrowings under credit facilities, the J&J License Agreement, and net proceeds from the IPO and ATM Program.

Through September 30, 2025, we have raised gross proceeds of approximately $332.4 million through equity issuances and an upfront payment from the J&J License Agreement of $50.0 million.

In addition, we borrowed $5.0 million at the inception of the loan and security agreement with First Citizens Bank.

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

In April 2024, we raised approximately $107.9 million in net proceeds from the IPO.

As of September 30, 2025, we had an accumulated deficit of $162.2 million.

As of September 30, 2025, we had cash, cash equivalents and marketable securities of $182.4 million.

Based on our current operating plan, we believe that our existing cash and cash equivalents and short-term investments, will be sufficient to meet our anticipated operating expenses and capital expenditure requirements through at least the next 12 months, following the date of this Quarterly Report on Form 10-Q.

In May 2025, the Company entered into the Sales Agreement.

During the three months ended September 30, 2025, the Company sold 3,241,110 shares of its Class A common stock pursuant to the 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.

Through March 31, 2026, we have funded our operations primarily from the sale of equity securities, convertible equity securities, and the J&J License Agreement.

Through March 31, 2026, we have raised gross proceeds of approximately $431.6 million through equity issuances and an upfront payment from the J&J License Agreement of $50.0 million.

As of March 31, 2026, we had an accumulated deficit of $191.8 million.

As of March 31, 2026, we had cash, cash equivalents and marketable securities of $246.3 million.

Based on our current operating plan, we believe that our existing cash and cash equivalents and marketable securities, will be sufficient to meet our anticipated operating expenses and capital expenditure requirements through at least the next 12 months following the date of this Quarterly Report on Form 10-Q.

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 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 generating net proceeds of $19.0 million.

In March 2026, we entered into the ATM Amendment with Leerink Partners to increase the aggregate offering price of the shares of our Class A common stock that we may sell pursuant to the ATM Sales Agreement.

In connection with the ATM Amendment, we filed the ATM Prospectus Supplement, pursuant to which we may offer and sell up to $100.0 million in shares of our Class A common stock under the Amended ATM Sales Agreement, exclusive of amounts previously sold under the ATM Sales Agreement.

We did not sell any shares of our Class A common stock under the ATM Amended Sales Agreement during the three months ended March 31, 2026.

In December 2025, we completed a follow-on public offering in which 8,097,570 shares of our Class A common stock were sold at a public offering price of $12.25 per share resulting in aggregate net proceeds of $93.0 million.

As we continue to pursue our business plan, we expect to finance our operations through both public and private sales of equity, debt financings or other commercial arrangements, which could include milestone payments from collaborations, strategic partnerships or marketing, distribution, licensing or other strategic arrangements with third parties.

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The following table sets forth a summary of our cash flows for the periods indicated (in thousands):

Nine Months Ended

September 30,

Three Months Ended March 31,

Net cash used in operating activities $ (16,266) $ (14,412)

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Operating Activities

Net cash used in operating activities was $42.3 million for the nine months ended September 30, 2025, which related to our net loss of $44.8 million and a $5.3 million change in operating assets and liabilities, partially offset by $7.8 million of non-cash charges for stock-based compensation, depreciation and amortization, accretion of premiums/discounts on investments, and non-cash operating lease expense.

Net cash used in operating activities was $22.6 million for the nine months ended September 30, 2024, which primarily related to our net loss of $27.7 million, partially offset by $2.6 million of non-cash charges for stock-based compensation, depreciation and amortization, accretion of premiums/discounts on investments, and non-cash operating lease expense, and $2.4 million change in operating assets and liabilities.

Net cash used in operating activities was $16.3 million for the three months ended March 31, 2026, which primarily related to our net loss of $14.5 million and a $5.9 million change in operating assets and liabilities, partially offset by $4.1 million of noncash charges for stock-based compensation, depreciation and amortization, accretion of premiums/discounts on investments, and noncash operating lease expense.

Net cash used in operating activities was $14.4 million for the three months ended March 31, 2025, which primarily related to our net loss of $16.0 million and a $1.1 million change in operating assets and liabilities, partially offset by $2.7 million of non-cash charges for stock-based compensation, depreciation and amortization, accretion of premiums/discounts on investments, and non-cash operating lease expense.

Investing Activities

Net cash provided by investing activities was $43.7 million for the nine months ended September 30, 2025, which related to $121.7 million of sales and maturities of marketable securities, partially offset by $77.8 million of purchases of marketable securities and $0.2 million for purchases of property and equipment.

Net cash used in investing activities was $60.4 million for the nine months ended September 30, 2024, which primarily related to $172.1 million of purchases of marketable securities and $0.3 million of purchases of property and equipment, partially offset by $112.0 million of sales and maturities of marketable securities.

Net cash used in investing activities was $39.3 million for the three months ended March 31, 2026, which related to $97.1 million of purchases of marketable securities and $0.3 million for purchases of property and equipment, partially

offset by $58.1 million of sales and maturities of marketable securities.

Net cash provided by investing activities was $14.9 million for the three months ended March 31, 2025, which primarily related to $48.7 million of sales and maturities of marketable securities, partially offset by $33.7 million of purchases of marketable securities.

Financing Activities

Net cash provided by financing activities was approximately $19.2 million for the nine months ended September 30, 2025, which was primarily related to $19.0 million of proceeds from the issuance of common stock in the ATM Program, $0.3 million of proceeds from employee stock purchase plan, and $0.2 million of proceeds from the exercise of stock options, partially offset by $0.3 million in payments of deferred offering costs.

Net cash provided by financing activities was $108.4 million for the nine months ended September 30, 2024, which primarily related to $107.9 million of net proceeds from the issuance of common stock in the Company's IPO and $0.1 million of proceeds from the exercise of stock options.

Net cash provided by financing activities was approximately $0.1 million for the three months ended March 31, 2026, which was primarily related to $0.2 million of proceeds from the exercise of stock options, partially offset by $0.1 million in payments of deferred offering costs.

Net cash provided by financing activities was $24,000 for the three months ended March 31, 2025, which related to proceeds from the exercise of stock options.

Funding Requirements

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

If we raise funds through collaborations, or other similar arrangements with third parties, we may be required to relinquish valuable rights to our drug candidates, future revenue streams or research programs or may be required to grant licenses on terms that may not be favorable to us and may reduce the value of our common stock.

If we raise funds through collaborations, or

other similar arrangements with third parties, we may be required to relinquish valuable rights to our drug candidates, future revenue streams or research programs or may be required to grant licenses on terms that may not be favorable to us and may reduce the value of our common stock.

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

Contractual Obligations and Commitments

Our contractual obligations and commitments relate to our operating leases that relate primarily to our leases of office and laboratory space in San Diego, California.

Our total contractual commitments for our lease agreements amount to approximately $7.3 million as of September 30, 2025.

Our contractual obligations and commitments relate to our operating leases that relate primarily to our leases of office and laboratory space in San Diego, California and leased equipment used in connection with our on-going Phase 2 clinical trial of PIPE-791 for the treatment of IPF.

Our total contractual commitments for our lease agreements amount to approximately $8.0 million as of March 31, 2026.

We enter into contracts in the normal course of business for contract research services, contract manufacturing services, professional services and other services and products for operating purposes.

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Critical Accounting Policies and Significant Judgments and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S.

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities in our financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates and judgments, including those related to 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;

and stock-based compensation We base our estimates and assumptions on historical experience, known trends and events, and various other factors that we believe are reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources.

stock-based compensation, and common stock valuation.

We base our estimates and assumptions on historical experience, known trends and events, and various other factors that we believe are reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources.

Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to our critical accounting estimates from those described under our “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Judgements and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes to our critical accounting estimates from those described under our “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Judgments and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Emerging growth company and smaller reporting company status

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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.

We have 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 we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

We will remain an emerging growth company until the earlier of (i) December 31, 2029, the last day of the fiscal year following the fifth anniversary of the completion of the IPO, (ii) the last day of the fiscal year (a) in which we have total annual gross revenue of at least $1.235 billion or (b) in which we are deemed to be a large accelerated filer, which means the market value of our voting and non-voting common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have elected to use this extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

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

We will remain an emerging growth company until the earliest to occur of:

(i) the last day of the fiscal year in which we have more than $1.235 billion in annual gross revenue;

(ii) the date we qualify as a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, with at least $700 million of equity securities held by non-affiliates;

(iii) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities;

or (iv) December 31, 2029, the last day of the fiscal year ending after the fifth anniversary of our IPO.

We are also a “smaller reporting company” as defined in the Exchange Act.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company.

We have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

Even after we no longer qualify as an emerging growth company, we may continue to qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.

Quantitative and Qualitative Disclosures About Market Risk.

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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-Q

Item 1. Financial Statements