3 unchanged sentences
(amounts in thousands, except share and per share amounts)
+Added: September 30,
2025 December 31,
25 unchanged sentences
Stockholders’ equity:
−Removed: Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of June 30, 2025 and December 31, 2024;
−Removed: no shares issued or outstanding as of June 30, 2025 and December 31, 2024
−Removed: Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;
−Removed: 45,335,265 and 44,827,159 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
+Added: Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of September 30, 2025 and December 31, 2024;
+Added: no shares issued or outstanding as of September 30, 2025 and December 31, 2024
+Added: Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of September 30, 2025 and December 31, 2024;
+Added: 47,273,685 and 44,827,159 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital
11 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
41 unchanged sentences
Balance at June 30, 2025 45,335,265 5 492,118 ( 450,659 ) 41,464
+Added: Issuance of common stock from at the market offering, net of issuance costs of $ 179
+Added: 1,938,420 — 3,287 — 3,287
+Added: Stock-based compensation expense — — 1,233 — 1,233
+Added: — — — ( 16,370 ) ( 16,370 )
+Added: Balance at September 30, 2025 47,273,685 $ 5 $ 496,638 $ ( 467,029 ) $ 29,614
Additional Paid-in Capital
15 unchanged sentences
Balance at June 30, 2024 43,702,147 4 481,529 ( 377,515 ) 104,018
+Added: Issuance of common stock from at the market offering, net of issuance costs of $ 50
+Added: 8,500 — — — —
+Added: Stock-based compensation expense — — 2,011 — 2,011
+Added: Stock option exercises 11,125 — 23 — 23
+Added: — — — ( 16,673 ) ( 16,673 )
+Added: Balance at September 30, 2024 43,721,772 $ 4 $ 483,563 $ ( 394,188 ) $ 89,379
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(amounts in thousands)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Operating activities:
10 unchanged sentences
Prepaid expenses and other assets
−Removed: ( 574 ) ( 145 )
Other receivables — 886
Accounts payable, accrued expenses and other liabilities
+Added: ( 3,553 ) 864
Deferred revenue — ( 1,340 )
28 unchanged sentences
Supplemental disclosure of non-cash investing and financing activities:
+Added: Purchases of property and equipment in accounts payable and accrued expenses $ — $ 124
Issuance costs in accounts payable and accrued expenses
21 unchanged sentences
Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales.
−Removed: We had cash and cash equivalents of $ 77.6 million at June 30, 2025.
−Removed: We expect that our cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of the condensed consolidated financial statements in this Form 10-Q.
−Removed: However, additional funding will be necessary beyond this point to fund future preclinical and clinical activities.
−Removed: We expect to finance our future cash needs through a combination of equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements.
−Removed: There is no guarantee that additional financing will be available to us on acceptable terms, or at all.
−Removed: If we fail to raise capital as and when needed, we may be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts, or seek to merge with or to be acquired by another company.
+Added: We had cash and cash equivalents of $ 65.7 million at September 30, 2025.
+Added: We expect to incur substantial operating losses and negative cash flows from operations for the foreseeable future.
+Added: Our ability to maintain ongoing operations is dependent upon our ability to obtain additional financing, as to which we can make no assurance.
+Added: These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements are issued in this Form 10-Q.
+Added: We are currently evaluating plans to mitigate the conditions which raise substantial doubt about our ability to continue as a going concern.
+Added: We will be required to raise additional funds through an additional public equity financing, establish collaborations with or license our technology to other companies, or seek alternative means of financial support in order to continue to fund our operations in the future.
+Added: There can be no assurance, however, that additional fundraising will be successful and available on terms acceptable to us, or at all.
+Added: If we are unable to raise capital when needed or on acceptable terms, we may be forced to delay, reduce, or eliminate certain costs related to our operations and research and development programs.
+Added: Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business.
+Added: Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above.
Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
−Removed: The accompanying condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, and for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.
+Added: The accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.
Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
1 unchanged sentence
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 (the “2024 Annual Report”).
−Removed: The information presented in the condensed consolidated financial statements and related notes as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, is unaudited.
+Added: The information presented in the condensed consolidated financial statements and related notes as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, is unaudited.
The December 31, 2024 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.
−Removed: Interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.
+Added: Interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.
The accompanying condensed consolidated financial statements include the accounts of Werewolf Therapeutics, Inc.
3 unchanged sentences
The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in our audited financial statements as of and for the year ended December 31, 2024, and the notes thereto, which are included in the 2024 Annual Report.
−Removed: Other than as set forth below there have been no material changes in our significant accounting policies during the six months ended June 30, 2025.
+Added: Other than as set forth below there have been no material changes in our significant accounting policies during the nine months ended September 30, 2025.
Use of Estimates
27 unchanged sentences
As a result, all remaining deferred revenue related to the Collaboration Agreement had been recognized upon execution of the Transfer Agreement.
−Removed: Revenue recognized during the six months ended June 30, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023.
+Added: Revenue recognized during the nine months ended September 30, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023.
At the end of each reporting period, we re-evaluate our estimate of the transaction price associated with the Collaboration Agreement and determine if variable consideration previously excluded from the transaction should be included in the transaction price based on changes in circumstances, if any.
−Removed: During the six months ended June 30, 2025 and 2024, we did not recognize any adjustments to the transaction price associated with variable consideration previously excluded from the transaction price.
−Removed: As of June 30, 2025, we have not received any royalty payments under the Collaboration Agreement.
+Added: During the nine months ended September 30, 2025 and 2024, we did not recognize any adjustments to the transaction price associated with variable consideration previously excluded from the transaction price.
+Added: As of September 30, 2025, we have not received any royalty payments under the Collaboration Agreement.
Financial Instruments and Fair Value Measurements
−Removed: Our assets that are required to be measured at fair value on a recurring basis consist of money market funds, classified as cash, cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.
−Removed: Our liabilities that are required to be measured at fair value on a recurring basis consist of a derivative liability pursuant to a loan and security agreement (the “K2HV Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) (see Note 6, Term Loan ) on our condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024.
+Added: Our assets that are required to be measured at fair value on a recurring basis consist of money market funds, classified as cash, cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.
+Added: Our liabilities that are required to be measured at fair value on a recurring basis consist of a derivative liability pursuant to a loan and security agreement (the “K2HV Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) (see Note 6, Term Loan ) on our condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024.
The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature.
−Removed: Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 were as follows:
+Added: Assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 were as follows:
Level 1 Level 2
17 unchanged sentences
$ — $ — $ 2,829 $ 2,829
−Removed: There were no changes in valuation techniques used during the three or six months ended June 30, 2025.
+Added: There were no changes in valuation techniques used during the three or nine months ended September 30, 2025.
Derivative Liability
3 unchanged sentences
The following table reconciles the change in fair value of the derivative liability based on Level 3 inputs:
−Removed: Six Months Ended June 30,
+Added: Nine Months Ended September 30,
(in thousands)
4 unchanged sentences
The change in fair value of the derivative liability is included in other income, net in the accompanying condensed consolidated statements of operations.
−Removed: We recognized a nominal gain on the change in fair value of the derivative liability during the three months ended June 30, 2025 and a gain of $ 1.6 million during the three months ended June 30, 2024.
−Removed: We recognized gains of $ 0.2 million and $ 1.6 million related to the change in fair value of the derivative liability during the six months ended June 30, 2025 and 2024, respectively.
+Added: We recognized a nominal gain on the change in fair value of the derivative liability during the three months ended September 30, 2025 and a gain of $ 0.1 million during the three months ended September 30, 2024.
+Added: We recognized gains of $ 0.2 million and $ 1.7 million related to the change in fair value of the derivative liability during the nine months ended September 30, 2025 and 2024, respectively.
The fair value of the derivative liability in the term loan was estimated using the Monte Carlo model.
−Removed: A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan as of June 30, 2025 and December 31, 2024 is as follows:
+Added: A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan as of September 30, 2025 and December 31, 2024 is as follows:
+Added: September 30,
2025 December 31,
6 unchanged sentences
Accrued expenses and other current liabilities were comprised as follows:
+Added: September 30,
2025 December 31,
1 unchanged sentence
Contract research $ 3,609 $ 820
−Removed: Manufacturing 2,346 4,783
Employee compensation and benefits 2,885 3,616
+Added: Manufacturing 1,272 4,783
Professional fees 864 747
8 unchanged sentences
All interest chargeable under the PWB Loan Agreement was computed on a 360-day year for the actual number of days elapsed, with interest payable monthly.
−Removed: We recognized interest expense related to the PWB Loan Agreement of $ 0.3 million and $ 1.3 million during the three and six months ended June 30, 2024.
+Added: We recognized interest expense related to the PWB Loan Agreement of $ 1.3 million during the nine months ended September 30, 2024.
In May 2024, we repaid all amounts outstanding under the PWB Loan Agreement, using $ 29.5 million in net loan proceeds received under the K2HV Loan Agreement, as described below, together with $ 10.5 million in existing cash.
9 unchanged sentences
Our ability to draw upon the third tranche commitment expired on June 30, 2025 without being drawn upon.
−Removed: A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at
−Removed: our option through May 1, 2026, subject to Lender’s review of our clinical, financial and operating plan and subject to the Lender’s consent in its sole and absolute discretion.
+Added: A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at our option through May 1, 2026, subject to Lender’s review of our clinical, financial and operating plan and subject to the Lender’s consent in its sole and absolute discretion.
The term loan matures on May 1, 2028, and we are obligated to make interest only payments for the first 24 months followed by interest and equal principal payments each month thereafter through the maturity date.
10 unchanged sentences
Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % per annum may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the K2HV Loan Agreement and under applicable law.
−Removed: As of June 30, 2025, we are in compliance with all covenants.
+Added: As of September 30, 2025, we are in compliance with all covenants.
Subject to certain conditions, we granted the Lenders the right, prior to repayment of the term loans, to invest up to $ 5.0 million in the aggregate in future offerings of capital stock, at market terms, subject to certain exceptions and conditions.
1 unchanged sentence
These debt issuance costs, together with the fair value of the embedded derivative of $ 4.5 million at inception of the K2HV Loan Agreement, resulted in a debt discount of $ 5.1 million which is being amortized to interest expense over the term of the K2HV Loan Agreement using the effective interest method.
−Removed: As of June 30, 2025, the fair value of the term loan was estimated to be approximately $ 28.3 million.
+Added: As of September 30, 2025, the fair value of the term loan was estimated to be approximately $ 28.9 million.
The fair value was measured using a discounted cash flow analysis, specifically the yield method, which requires the use of Level 3 inputs in the fair value hierarchy.
The outstanding term loans payable consists of the following:
+Added: September 30,
2025 December 31,
7 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
7 unchanged sentences
The following table presents the total principal payments and Final Fee scheduled to become due during each of the years ended December 31 (in thousands):
−Removed: 2025 (remaining as of June 30, 2025)
+Added: 2025 (remaining as of September 30, 2025)
Total principal payments and Final Fee $ 32,085
2 unchanged sentences
Common stockholders are entitled to dividends if and when declared by our board of directors.
−Removed: As of June 30, 2025, no dividends on common stock had been declared by us.
+Added: As of September 30, 2025, no dividends on common stock had been declared by us.
On May 10, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), pursuant to which we are entitled to offer and sell shares of our common stock (the “ATM Offering”).
1 unchanged sentence
We were initially entitled to offer and sell shares of our common stock having an aggregate offering price of up to $ 50.0 million in the ATM Offering, which was subsequently increased in February 2024 to $ 75.0 million.
−Removed: On May 8, 2025, we filed a new Registration Statement on Form S-3 and filed a new prospectus covering the ATM Offering (the “Prospectus”).
−Removed: As a result of becoming subject to General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”), we may offer and sell shares of our common stock with an aggregate offering price of up to $ 12.5 million in the ATM Offering.
−Removed: As of June 30, 2025, we remain subject to the Baby Shelf Limitation.
−Removed: During the six months ended June 30, 2025, we sold 421,766 shares of our common stock at an average price of $ 1.33 per share for net proceeds of $ 0.3 million after deducting sales commissions and offering expenses.
−Removed: During the six months ended June 30, 2024, we sold 4,342,320 shares of our common stock at an average price of $ 5.11 per share for net proceeds of $ 21.1 million after deducting sales commissions and offering expenses.
+Added: On May 8, 2025, we filed a new Registration Statement on Form S-3 and filed a new prospectus covering the ATM Offering (the “Prospectus”) for the offer and sale of shares of our common stock with an aggregate offering price of up to $ 12.5 million in the ATM Offering.
+Added: During the nine months ended September 30, 2025, we sold 2,360,186 shares of our common stock at an average price of $ 1.71 per share for net proceeds of $ 3.6 million after deducting sales commissions and offering expenses.
+Added: During the nine months ended September 30, 2024, we sold 4,350,820 shares of our common stock at an average price of $ 5.10 per share for net proceeds of $ 21.1 million after deducting sales commissions and offering expenses.
We have reserved shares of common stock for issuance as follows:
−Removed: As of June 30, 2025 As of December 31, 2024
+Added: As of September 30, 2025 As of December 31, 2024
Shares reserved for exercises of outstanding stock options
11 unchanged sentences
We are authorized to issue 5,000,000 shares of undesignated preferred stock in one or more series.
−Removed: As of June 30, 2025, no shares of preferred stock were issued or outstanding.
+Added: As of September 30, 2025, no shares of preferred stock were issued or outstanding.
Stock-based Compensation
11 unchanged sentences
The number of shares added each year will be equal to the lesser of (i) 5 % of the number of outstanding common stock on such date and (ii) such amount as determined by our board of directors.
−Removed: As of June 30, 2025, a cumulative total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.
+Added: As of September 30, 2025, a cumulative total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.
2021 Employee Stock Purchase Plan
2 unchanged sentences
The purchase price of each of the shares purchased, in a given purchase period, will be equal to 85 % of the lesser of the closing price of a share of our common stock on (i) the first day of the offering period, or (ii) the last day of the offering period.
−Removed: During the six months ended June 30, 2025 and 2024, 39,853 shares and 35,180 shares of our common stock, respectively, were purchased by participants of the 2021 ESPP.
+Added: During the nine months ended September 30, 2025 and 2024, 39,853 shares and 35,180 shares of our common stock, respectively, were purchased by participants of the 2021 ESPP.
Inducement Stock Option Awards
We may grant inducement equity awards in the form of non-qualified stock options to purchase shares of our common stock to newly hired employees pursuant to Nasdaq Listing Rule 5635(c)(4) (“Inducement Awards”).
−Removed: During the six months ended June 30, 2025 we granted 201,720 Inducement Awards.
−Removed: No Inducement Awards were granted during the six months ended June 30, 2024.
+Added: During the nine months ended
+Added: September 30, 2025 we granted 201,720 Inducement Awards.
+Added: No Inducement Awards were granted during the nine months ended September 30, 2024.
The valuation assumptions and activity associated with Inducement Awards are included in the stock option activity described below.
2 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
8 unchanged sentences
As of December 31, 2024, all RSUs granted to employees or non-employees had become fully vested or had been previously forfeited.
−Removed: No RSUs were granted during the six months ended June 30, 2025.
−Removed: Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of June 30, 2025.
−Removed: The aggregate fair value of RSUs that vested during the three and six months ended June 30, 2024, was $ 0.7 million based upon the fair value of the stock underlying the RSUs on the day of vesting.
+Added: No RSUs were granted during the nine months ended September 30, 2025.
+Added: Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of September 30, 2025.
+Added: The aggregate fair value of RSUs that vested during the nine months ended September 30, 2024, was $ 0.7 million based upon the fair value of the stock underlying the RSUs on the day of vesting.
+Added: No RSUs vested during the three months ended September 30, 2024.
Stock Option Activity
−Removed: The fair value of stock options granted during the three and six months ended June 30, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:
+Added: The fair value of stock options granted during the three and nine months ended September 30, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
7 unchanged sentences
96.9 % 91.9 % 95.4 % 92.6 %
−Removed: Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended June 30, 2025 and 2024 was $ 0.82 and $ 3.68 per share, respectively.
−Removed: Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $ 1.17 and $ 3.60 per share, respectively.
−Removed: The following table summarizes stock option activity during the six months ended June 30, 2025:
+Added: Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended September 30, 2025 and 2024 was $ 0.81 and $ 1.76 per share, respectively.
+Added: Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2025 and 2024 was $ 1.16 and $ 3.57 per share, respectively.
+Added: The following table summarizes stock option activity during the nine months ended September 30, 2025:
Options Outstanding
5 unchanged sentences
( 834,315 ) $ 4.49
−Removed: Outstanding at June 30, 2025 10,461,702 $ 4.80 7.62 $ —
−Removed: Exercisable at June 30, 2025 5,717,159 $ 6.70 6.43 $ —
−Removed: No stock options were exercised during the three and six months ended June 30, 2025.
−Removed: The aggregate intrinsic fair value of stock options exercised during the three and six months ended June 30, 2024 was nominal for each period.
−Removed: As of June 30, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 8.2 million, which we expect to recognize over a weighted-average period of approximately 2.2 years.
+Added: Outstanding at September 30, 2025 10,191,313 $ 4.80 7.31 $ 1.7
+Added: Exercisable at September 30, 2025 5,948,176 $ 6.55 6.20 $ 0.3
+Added: No stock options were exercised during the three and nine months ended September 30, 2025.
+Added: The aggregate intrinsic fair value of stock options exercised during the three and nine months ended September 30, 2024 was nominal for each period.
+Added: As of September 30, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 6.6 million, which we expect to recognize over a weighted-average period of approximately 2.0 years.
Related Parties
6 unchanged sentences
Net Loss Attributable to Common Stockholders per Share
−Removed: For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, unvested RSAs, unvested RSUs, the conversion option derivative under the K2HV Loan Agreement, and warrants to purchase
−Removed: common stock are considered to be potentially dilutive securities;
+Added: For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, unvested RSAs, unvested RSUs, the conversion option derivative under the K2HV Loan Agreement, and warrants to purchase common stock are considered to be potentially dilutive securities;
however, the following amounts were excluded from the weighted-average common stock outstanding in the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive:
+Added: September 30,
Outstanding stock options
4 unchanged sentences
10,245,456 7,747,805
−Removed: As described below, the conversion option derivative under the K2HV Loan Agreement was determined to be dilutive for the three and six months ended June 30, 2024.
−Removed: However, the effect of the conversion option derivative would have been anti-dilutive for the three and six months ended June 30, 2025.
−Removed: Accordingly, we have excluded 791,364 shares of common stock equivalents that are available to be issued in conjunction with the conversion option derivative from the calculation of diluted net loss attributable to common stockholders per share for the three and six months ended June 30, 2025.
+Added: As described below, the conversion option derivative under the K2HV Loan Agreement was determined to be dilutive for the nine months ended September 30, 2024.
+Added: However, the effect of the conversion option derivative would have been anti-dilutive for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.
+Added: Accordingly, we have excluded 791,364 shares of common stock equivalents that are available to be issued in conjunction with the conversion option derivative from the calculation of diluted net loss attributable to common stockholders per share for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the applicable period.
1 unchanged sentence
We considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock are dilutive or anti-dilutive.
−Removed: We made such determination in sequence from the most dilutive to the least dilutive and concluded that the conversion option derivative under the K2HV Loan Agreement is dilutive to net loss per share for the three and six months ended June 30, 2024.
+Added: We made such determination in sequence from the most dilutive to the least dilutive and concluded that the conversion option derivative under the K2HV Loan Agreement is dilutive to net loss per share for the nine months ended September 30, 2024.
Pursuant to FASB ASC Topic 260, Earnings Per Share , we applied the if-converted method to determine the effect of the conversion option derivative under the K2HV Loan Agreement on the diluted earnings per share calculations.
Pursuant to such method, we adjusted the numerator for the gain recognized during the period in net loss from the conversion option derivative under the K2HV Loan Agreement and increased the denominator to include the number of additional shares of common stock that would have been outstanding if the conversion option derivative under the K2HV Loan Agreement were converted as of the beginning the period.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
16 unchanged sentences
When evaluating our financial performance, our CODM regularly reviews total expenses and expenses by function and makes decisions using this information based on the performance of the enterprise as a whole.
−Removed: Our CODM primarily evaluates the performance of the enterprise based on results that have a direct impact on our available cash and cash equivalents
−Removed: and accordingly places less significance on non-cash expenses such as stock-based compensation and depreciation expenses in determining how to allocate resources.
+Added: Our CODM primarily evaluates the performance of the enterprise based on results that have a direct impact on our available cash and cash equivalents and accordingly places less significance on non-cash expenses such as stock-based compensation and depreciation expenses in determining how to allocate resources.
Segment assets regularly reviewed by our CODM include measures of liquidity, primarily available cash and cash equivalents, and are consistent with the presentation of cash and cash equivalents reported in our condensed consolidated balance sheets.
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
15 unchanged sentences
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.