What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-05-05 · 175 added, 130 removed, 596 unchanged (34% of the section changed)

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(in thousands, except share and par value data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

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Class A common stock, $ 0.001 par value;

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.

authorized shares— 200,000,000 at June 30, 2026 and December 31, 2025;

issued and outstanding shares— 32,950,909 and 31,236,787 at June 30, 2026 and December 31, 2025, respectively.

Class B common stock, $ 0.001 par value;

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.

authorized shares— 20,000,000 at June 30, 2026 and December 31, 2025;

issued and outstanding shares— 4,662,500 and 6,083,338 at June 30, 2026 and December 31, 2025, respectively.

Preferred stock, $ 0.001 par value;

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.

authorized shares— 10,000,000 at June 30, 2026 and December 31, 2025;

no shares issued or outstanding at June 30, 2026 and December 31, 2025.

Additional paid-in-capital 447,185 438,072

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(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating expenses:

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

Exercise of stock options 106,275 — 473 — — 473

Shares purchased through employee stock purchase plan 120,757 1 779 — — 780

Stock-based compensation — — 3,840 — — 3,840

Net loss — — — — ( 15,154 ) ( 15,154 )

Unrealized loss on marketable securities — — — ( 320 ) — ( 320 )

Balance at June 30, 2026 37,613,409 $ 38 $ 447,185 $ ( 573 ) $ ( 206,990 ) $ 239,660

Class A and Class B

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

Shares purchased through employee stock purchase plan 48,346 — 267 — — 267

Stock-based compensation – — 2,418 — — 2,418

Net loss – — — — ( 16,040 ) ( 16,040 )

Unrealized loss on marketable securities – — — ( 23 ) — ( 23 )

Balance at June 30, 2025 25,919,895 $ 26 $ 320,649 $ 147 $ ( 149,432 ) $ 171,390

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

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(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

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Prepaid expenses and other current assets ( 1,005 ) 273

Other long-term assets — ( 6 )

Accounts payable ( 500 ) 190

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Proceeds from exercise of stock options 671 24

Proceeds from employee stock purchase plan 780 267

Net cash provided by financing activities 1,329 115

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

Net decrease in cash and cash equivalents ( 60,892 ) ( 1,159 )

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

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Contineum Therapeutics, Inc.

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

(the “Company”), is a clinical-stage biopharmaceutical company pioneering differentiated small molecule therapies for inflammatory and fibrotic diseases with significant unmet need.

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

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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 $ 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.

The Company incurred a net loss of $ 15.2 million and $ 29.6 million for the three and six months ended June 30, 2026, respectively.

The Company had an accumulated deficit of $ 207.0 million as of June 30, 2026.

From its inception through June 30, 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.

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 (the “Amended ATM Sales Agreement”).

In connection with the ATM Amendment, the Company filed a prospectus supplement (the “ATM Prospectus Supplement”) for the offer and sale of 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 and six months ended June 30, 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.

As of June 30, 2026, the Company had cash, cash equivalents and marketable securities of $ 236.6 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.

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Unaudited Interim Condensed Financial Statements

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 June 30, 2026, condensed statements of operations and comprehensive loss and condensed statements of stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and condensed statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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.

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Summary of Significant Accounting Policies

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.

During the six months ended June 30, 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

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

All other amendments may be

applied prospectively or retrospectively.

All other amendments may be applied prospectively or retrospectively.

Early adoption is permitted.

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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

June 30, 2026

Maturity in Years Amortized Cost Gains Losses Fair Value

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Certificate of deposit Less than 1

1,408 1 — 1,409

Corporate debt securities 3 years or less

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

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.

As of June 30, 2026 and December 31, 2025, the Company did not record an allowance for credit loss related to its investment portfolio.

As of June 30, 2026, 135 out of 202 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.

As of June 30, 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 June 30, 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

June 30, 2026

Fair Value Unrealized Losses

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(Level 2) Significant

March 31, 2026:

June 30, 2026:

Cash equivalents (1)

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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 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.

Included in cash and cash equivalents at June 30, 2026 and December 31, 2025 are money market funds with a carrying value and fair value of $ 3.3 million and $ 6.5 million, respectively, based upon a Level 1 fair value assessment.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

2026 December 31,

June 30, 2026 December 31, 2025

Accrued compensation expenses $ 2,413 $ 4,796

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

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):

The following table summarizes the changes in Class A common stock and Class B common stock for the six months ended June 30, 2026 (in shares):

Class A Class B

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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):

Exercise of stock options 106,275 —

Shares purchased through employee stock purchase plan 120,757 —

Balance at June 30, 2026 32,950,909 4,662,500

The following table summarizes the changes in Class A common stock and Class B common stock for the six months ended June 30, 2025 (in shares):

Class A Class B

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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

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

2026 December 31,

June 30, 2026 December 31, 2025

Common stock options granted and outstanding 7,656,913 5,548,320

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Shares available for issuance under the 2026 Inducement Plan 472,000 —

Convertible Class B common stock 4,662,500 6,083,338

Total common stock reserved for future issuance 15,445,175 13,791,291

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

There are no shares of Class B common stock reserved for future issuance as of June 30, 2026 and December 31, 2025.

Follow-On Public Offering

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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.

In connection with the ATM Amendment, the Company filed the ATM Prospectus Supplement for the offer and sale of 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 and six months ended June 30, 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”).

As of June 30, 2026, there were 2,042,449 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”).

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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.

As of June 30, 2026, there were 472,000 shares of the Company’s Class A common stock available for issuance under the 2026 Inducement Plan.

Stock Options

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Options expired — — — —

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.

Balance at June 30, 2026 7,656,913 $ 10.99 7.54 $ 41,694

Options vested and expected to vest as of June 30, 2026 7,656,913 $ 10.99 7.54 $ 41,694

Options exercisable as of June 30, 2026 3,841,761 $ 8.93 6.20 $ 28,845

The aggregate intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 was $ 1.8 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Expected term (in years) 5.84 5.69 6.00 5.96

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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 March 31, 2026 and 2025 was $ 12.10 and $ 7.64 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 June 30, 2026 and 2025 was $ 10.64 and $ 3.33 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 six months ended June 30, 2026 and 2025 was $ 11.90 and $ 6.37 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Research and development $ 1,806 $ 1,094 $ 3,512 $ 2,177

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Total $ 3,840 $ 2,418 $ 7,663 $ 4,987

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.

As of June 30, 2026, there was approximately $ 40.1 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.

Employee Stock Purchase Plan

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.

As of June 30, 2026, there were 595,549 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 six months ended June 30, 2026, there were 120,757 shares purchased under the 2024 ESPP and the recorded expense was $ 0.4 million.

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

License Agreement

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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.

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.

As of June 30, 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 June 30, 2026.

There was no revenue recognized for the three and six months ended June 30, 2026 and 2025.

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

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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,

Below is a summary of the Company’s operating lease right-of-use assets and lease liabilities as of June 30, 2026 and December 31, 2025 (in thousands, except for years and %):

June 30, 2026 December 31, 2025

Operating lease right-of-use assets $ 6,494 $ 7,639

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Weighted-average discount rate 8.9 % 8.9 %

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.

During the three months ended June 30, 2026 and 2025, the Company recognized $ 0.7 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.

During the six months ended June 30, 2026 and 2025, the Company recognized $ 1.2 million and $ 0.8 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):

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities $ 1,866 $ 756

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

Future minimum lease payments for the Company’s operating lease liabilities as of June 30, 2026 were as follows (in thousands):

Total minimum lease payments 7,431

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

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

As of June 30, 2026, the Company was not a party to any material legal proceedings.

Other Commitments

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Net Loss Per Share

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.

For the three and six months ended June 30, 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 months ended March 31, 2026 and 2025, 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 and six months ended June 30, 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:

2026 March 31,

June 30, 2026 June 30, 2025

Common stock options 7,656,913 5,580,612

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Segment Reporting

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

The Company operates in one reportable segment, pioneering differentiated small molecule therapies inflammatory and fibrotic diseases with significant unmet need.

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

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

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Significant segment expenses

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Unallocated internal costs (1)

4,176 3,338 7,822 6,121

General and administrative 4,726 3,839 9,983 8,237

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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 are a clinical-stage biopharmaceutical company pioneering structurally differentiated small molecule therapies for inflammatory and fibrotic diseases 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 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.

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

We are developing PIPE-307 in collaboration with J&J.

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, 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.

Our wholly-owned lead asset, PIPE-791, is a novel, brain penetrant, small molecule inhibitor of the lysophosphatidic acid receptor 1 (“LPAR1”) in development for idiopathic pulmonary fibrosis (“IPF”) and chronic pain.

LPAR1 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, chronic pain and other fibrotic diseases.

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.

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

The Company initiated patient dosing in PROPEL-IPF, a global Phase 2 clinical trial evaluating PIPE-791 for the treatment of patients with IPF, in the first quarter of 2026.

PROPEL-IPF is a 26-week, randomized, double-blind, placebo-controlled clinical trial evaluating the efficacy, safety, tolerability and pharmacokinetics of once-daily, oral PIPE-791 in approximately 324 IPF patients.

The primary efficacy endpoint is the change from baseline through week 26 in absolute forced vital capacity (FVC mL).

To date, the Company has activated more than 50 clinical trial sites.

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.

The Phase 1b trial achieved its primary endpoint demonstrating favorable safety and tolerability with no clinically-relevant orthostatic events.

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”).

Our partnered novel drug candidate, PIPE-307, is a selective, small-molecule inhibitor of the muscarinic type 1 receptor (“M1R”), in development for depression.

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

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.

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.

J&J completed enrollment of 107 adult participants for its Phase 2 Moonlight-1 trial of PIPE-307, renamed by J&J to JNJ-89495120, in June 2026.

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 have a portfolio of novel and proprietary small molecule programs that we believe can modulate innate pathways to restore function in inflammatory and fibrotic diseases.

We retain worldwide rights to our LPAR1 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 for our CTX-343 program until funding is obtained to specifically move this program forward.

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

We are also actively conducting preclinical and discovery-phase experiments targeting various 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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J&J is generally responsible for all development, manufacturing and commercialization activities for PIPE-307.

Upon J&J conducting a first Phase 3 clinical trial for a product using PIPE-307, we have an opt-in right to fund a portion of all Phase 3 and subsequent development costs for PIPE-307.

Upon J&J conducting a first Phase 3 clinical trial for a product using PIPE-307, we have an opt-in right to fund a portion of

all Phase 3 and subsequent development costs for PIPE-307.

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

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.

J&J completed enrollment of 107 adult participants for its Phase 2 Moonlight-1 trial of PIPE-307, renamed by J&J to JNJ-89495120, in June 2026.

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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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.

There was no revenue recognized for the three and six months ended June 30, 2026 and 2025.

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

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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 months ended March 31, 2026 and 2025.

The following tables summarize our research and development expenses for the three and six months ended June 30, 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 March 31,

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands) (in thousands)

Direct external development program expense

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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.

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.

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.

The successful development of our drug candidates is highly uncertain.

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Results of Operations

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,

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

2026 2025 Change

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Research and development expenses .

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

Research and development expenses were $12.7 million and $14.1 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease of $1.4 million from period to period was due to the following:

• $2.0 million decrease in contract research organization costs due to a $2.1 million decrease in costs related to the completed VISTA Phase 2 clinical trial for PIPE-307 for the treatment of relapse-remitting multiple sclerosis (“RRMS”), a $0.9 million decrease in costs related to the Phase 1b trial for PIPE-791 for the treatment of chronic pain, and a $0.4 million decrease in costs related to the completed Phase 1b PET trial for PIPE-791 partially offset by a $1.4 million increase in costs related to the Phase 2 trial for PIPE-791 for the treatment of IPF, and

• $0.8 million decrease in expenses for toxicology studies primarily for PIPE-791 and CTX-343.

Partially offsetting these decreases was a $0.7 million increase in noncash stock-based compensation, $0.4 million increase in personnel-related expense related to an overall increase in personnel from period to period, $0.2 million increase in facilities costs, and $0.2 million increase in equipment costs.

General and administrative expenses .

General and administrative expenses were $4.7 million and $3.8 million for the three months ended June 30, 2026 and 2025, respectively.

The increase of $0.9 million was due to a $0.7 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 $2.3 million and $2.0 million for the three months ended June 30, 2026 and 2025, respectively.

The increase of $0.3 million was due to an increase in funds invested in marketable securities during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 30,

2026 2025 Change

Operating expenses:

Research and development $ 24,349 $ 27,775 $ (3,426)

General and administrative 9,983 8,237 1,746

Total operating expenses 34,332 36,012 (1,680)

Loss from operations (34,332) (36,012) 1,680

Other income (expense):

Interest income 4,847 4,279 568

Other expense, net (125) (297) 172

Total other income, net 4,722 3,982 740

Net loss $ (29,610) $ (32,030) $ 2,420

Research and development expenses .

Research and development expenses were $24.4 million and $27.8 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease of $3.4 million from period to period was due to the following:

• $4.6 million decrease in contract research organization costs due to a $4.4 million decrease in costs related to the completed VISTA Phase 2 clinical trial for PIPE-307 for the treatment of RRMS, a $1.8 million decrease in costs related to the completed Phase 1b PET trial for PIPE-791, and a $1.5 million decrease in costs related to the Phase 1b trial for PIPE-791 for the treatment of chronic pain partially offset by a $3.1 million increase in costs related to the Phase 2 trial for PIPE-791 for the treatment of IPF, and

• $1.9 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.

Partially offsetting these decreases was a $1.3 million increase in noncash stock-based compensation, $1.2 million increase in personnel-related expense related to an overall increase in personnel from period to period, $0.4 million increase in equipment costs, and $0.2 million increase in facilities costs.

General and administrative expenses .

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

General and administrative expenses were $10.0 million and $8.2 million for the six months ended June 30, 2026 and 2025, respectively.

The increase of $1.8 million was due to a $1.3 million increase in noncash stock-based compensation and a $0.4 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.

Interest income was $4.9 million and $4.3 million for the six months ended June 30, 2026 and 2025, respectively.

The increase of $0.6 million was due to an increase in funds invested in marketable securities during the six months ended June 30, 2026 compared to the six months ended June 30, 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 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.

Through June 30, 2026, we have funded our operations primarily from the sale of equity securities, convertible equity securities, and the J&J License Agreement.

Through June 30, 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 June 30, 2026, we had an accumulated deficit of $207.0 million.

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $236.6 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.

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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 connection with the ATM Amendment, we filed the ATM Prospectus Supplement for the offer and sale of 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 Amended ATM Sales Agreement during the three and six months ended June 30, 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.

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

Three Months Ended March 31,

Six Months Ended June 30,

Net cash used in operating activities $ (27,767) $ (30,073)

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Net cash provided by financing activities 1,329 115

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

Net decrease in cash and cash equivalents $ (60,892) $ (1,159)

Operating Activities

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.

Net cash used in operating activities was $27.8 million for the six months ended June 30, 2026, which primarily related to our net loss of $29.6 million and a $5.9 million change in operating assets and liabilities, partially offset by $7.8 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 $30.1 million for the six months ended June 30, 2025, which primarily related to our net loss of $32.0 million and a $3.0 million change in operating assets and liabilities, partially offset by $4.9 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 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.

Net cash used in investing activities was $34.5 million for the six months ended June 30, 2026, which related to $142.9 million of purchases of marketable securities and $0.3 million of purchases of property and equipment, partially offset by $108.8 million of sales and maturities of marketable securities.

Net cash provided by investing activities was $28.8 million for the six months ended June 30, 2025, which primarily related to $88.0 million of sales and maturities of marketable securities, partially offset by $59.1 million of purchases of marketable securities and $0.1 million of purchases of property and equipment.

Financing Activities

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.

Net cash provided by financing activities was approximately $1.3 million for the six months ended June 30, 2026, which was primarily related to $0.8 million of proceeds from the employee stock purchase plan and $0.7 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 $0.1 million for the six months ended June 30, 2025, which primarily related to $0.3 million of proceeds from the employee stock purchase plan, partially offset by $0.2 million in payments of deferred offering costs.

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.

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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.

Our total contractual commitments for our lease agreements amount to approximately $7.4 million as of June 30, 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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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