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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-11 · 757 added, 245 removed, 826 unchanged (55% of the section changed)

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Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive officer and principal financial officer, or persons performing similar functions, and effected by a company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of a company’s assets;

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2024 t hat has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of the year ended December 31, 2025 t hat have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

The information required by this Item 10 will be included in the sections captioned “Corporate Governance” and “Proposal No.

1” in our definitive proxy statement to be filed with the Securities and Exchange Commission, or the SEC, with respect to our 2025 Annual Meeting of Stockholders within 120 days of December 31, 2024, which information is incorporated herein by reference.

Code of Ethics

Director Biographies

Biographical information, including principal occupation and business experience during the last five years, and age as of March 27, 2026, for our directors is set forth below.

Briggs Morrison, M.D., age 67, has served as a member of our board of directors since November 2019.

He has served as Executive Partner at MPM Capital since June 2015, and as the Chief Executive Officer and a member of the board of directors of Crossbow Therapeutics, Inc., a privately held biotechnology company, since February 2022.

Previously, he served as President, Head of Research and Development, of Syndax Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from February 2022 to April 2023, and prior to that was the Chief Executive Officer of Syndax Pharmaceuticals, Inc., from June 2015 to January 2022.

Morrison has served as a member of the board of directors of Arvinas Inc.

since June 2018, and CRISPR Therapeutics AG since June 2025, each of which is a publicly traded biopharmaceutical company.

Morrison previously served as a member of the board of directors of Syndax Pharmaceuticals, Inc., from July 2015 to May 2024, Carisma Therapeutics Inc.

from July 2020 to October 2025, NextCure Inc.

from March 2019 to April 2021, Codiak Biosciences Inc.

from February 2018 to April 2021, Oncorus, Inc.

from April 2016 to April 2021, and Repare Therapeutics Inc.

from June 2017 to August 2024, each of which was a publicly traded biopharmaceutical company.

He also serves as a member of the board of directors of several privately held biotechnology companies.

Previously, Dr.

Morrison was the Chief Medical Officer and Head of Global Medicines Development at AstraZeneca plc from January 2012 to June 2015.

Before joining AstraZeneca, he held several positions at Pfizer Inc., including Head, Medical Affairs, Safety and Regulatory Affairs for Pfizer’s human health business.

Morrison also previously held several positions at Merck Research Laboratories, a division of Merck & Co., Inc.,

including Vice President, Clinical Sciences, Oncology.

He was a member of the executive committee of the Clinical Trials Transformation Initiative sponsored by the FDA and is on the board of the Alliance for Clinical Research Excellence and Safety.

Morrison has a B.S.

in biology from Georgetown University and an M.D.

from the University of Connecticut Medical School.

He completed residency training in internal medicine at Massachusetts General Hospital and a fellowship in medical oncology at the Dana-Farber Cancer Institute.

We believe Dr.

Morrison is qualified to serve as a member of our board of directors due to his extensive executive leadership experience, his medical background and training and his service on the boards of other public and private biopharmaceutical and biotechnology companies.

Michael Sherman, M.B.A., age 59, has served on our board of directors since May 2021.

Sherman previously served from April 2019 to July 2023 as Chief Executive Officer and a member of the board of directors of Chimerix, Inc., a publicly traded biopharmaceutical company, and as chair of the board of directors of Chimerix from August 2023 to April 2025.

Prior to that, Mr.

Sherman served as President, Chief Executive Officer, and member of the board of directors of Endocyte, Inc., a biopharmaceutical company, from June 2016 until December 2018, when it was acquired by Novartis.

Sherman joined Endocyte in 2006 and served as its Chief Financial Officer and Chief Operating Officer prior to becoming Chief Executive Officer.

Prior to joining Endocyte, Mr.

Sherman served in various executive roles, including as vice president of finance and strategic planning for Guidant Corporation, which was acquired by Boston Scientific Corporation.

Sherman has served on the board of directors of Aktis Oncology, Inc., a publicly traded company, since August 2025.

Sherman also currently serves on the board of directors of a privately held life sciences company.

He has also served on the board of directors of Biospecifics Technologies, Inc.

from April 2020 until its acquisition by Endo Pharmaceuticals in December 2020, and he served as chair of the board of directors of the Children’s Museum of Indianapolis from January 2012 until December 2022.

Sherman holds a BA in economics from DePauw University and an MBA from the Tuck School of Business at Dartmouth, graduating as a Tuck Scholar.

We believe that Mr.

Sherman’s 30 years’ experience advancing therapeutics to commercial launch and driving companies to successful operations and strategic transactions in the biotechnology and medical technology industries qualifies him to serve as a member of our board of directors.

Anil Singhal, Ph.D., age 73, has served on our board of directors since February 2025.

Since January 2021, Dr.

Singhal has been serving as the President and Chief Executive Officer of Trishula Therapeutics, Inc., a private biotechnology company, where he also serves on its board of directors.

From May 2019 to September 2020, Dr.

Singhal served as the President and Chief Executive Officer and a member of the board of directors of Adicet Bio, Inc., or Adicet Bio, where he led the then-private biotechnology company to its first oncology investigational new drug application submission and its merger with resTOR bio, Inc., which resulted in Adicet Bio becoming a public company.

Singhal briefly served as an advisor to Adicet Bio from September 2020 to February 2021 following the merger.

Singhal also served as Vice President, Early Oncology Development, of AbbVie Inc., a publicly traded pharmaceutical company, from January 2013 to March 2018.

In addition, from July 2018 through September 2024, Dr.

Singhal was a member of the board of directors of TriSalus Inc., a biotechnology company that became publicly traded in 2023.

Singhal is a member of the American Association of Cancer Research, which he joined in 2005, and a member of the American Society of Clinical Oncology, which he joined in 2007.

Singhal received his B.Sc Honours degree in Biochemistry from Panjab University in India, his MBA in Business Administration from the University of Washington and his Ph.D.

in Biochemistry from Rutgers University.

We believe Dr.

Singhal’s more than three decades of research and development experience in the biopharmaceutical industry qualifies him to serve as a member of our board of directors.

Meeta Chatterjee, Ph.D., age 71, has served on our board of directors since October 2021.

Chatterjee previously was the Chief Strategy Officer of Sun Pharmaceutical Industries Ltd.

from August 2023 to November 2025.

Prior to that, Dr.

Chatterjee served as the Senior Vice President of Global Business Development at Legend Biotech Corporation from March 2019 until November 2022.

From November 2007 to May 2018, she served in roles of increasing seniority and responsibility at Merck Research Laboratories, a division of Merck & Co., Inc., a multinational pharmaceutical company, most recently as Head of Strategy, Transactions, and Operations within the Business Development and Licensing (BD&L) group.

Chatterjee served on the board of directors of Editas Medicine, a publicly traded clinical stage biotechnology company, from December 2020 to December 2024.

Chatterjee received her undergraduate education at St.

Xavier’s University in Ahmedabad, India, and Rutgers University (B.A., Hons Physics).

Chatterjee received her Doctor of Philosophy in Physiology from Rutgers University and completed a postdoctoral fellowship in the Department of Physiology at the University of Virginia School of Medicine.

We believe Dr.

Chatterjee’s thirty-plus years of broad strategic and operational experience in pharmaceutical research and development, mergers and acquisition evaluation, in-licensing, and externalization activities qualifies her to serve on our board of directors.

Hicklin, Ph.D., age 62, has served on our board of directors since October 2017.

Hicklin has also served as our President and Chief Executive Officer since August 2019.

Hicklin founded Werewolf Therapeutics in October 2017 and served as a consultant until his appointment as our President and Chief Executive Officer.

Hicklin also served as an Executive Partner at MPM Capital from 2014 to December 2019 and an advisor from January 2020 to December 2022.

Previously, Dr.

Hicklin was a founder of Potenza Therapeutics, Inc., a privately held biotechnology company, and served as its

President and Chief Executive Officer from April 2014 until its acquisition by Astellas Pharma Inc.

in December 2018.

From August 2013 until February 2014, Dr.

Hicklin was President and Chief Scientific Officer of CoStim Pharmaceuticals, Inc., a privately held biotechnology company that was acquired by Novartis in February 2014.

Prior to joining CoStim Pharmaceuticals, Dr.

Hicklin held several positions at Merck Research Laboratories (formerly the Schering-Plough Research Institute prior to its acquisition by Merck), including leading its Biologics Strategy for Oncology and the Immuno-Modulation Discovery team.

Hicklin also previously held several positions at Imclone Systems Incorporated, including Vice President, Experimental Therapeutics.

Hicklin has served as a member of the board of directors of several private biotechnology companies.

Hicklin also currently serves on the Industry Advisory Committee for The Mark Foundation for Cancer Research.

Hicklin holds an M.S.

in Microbiology and Immunology from New York Medical College, where he trained with Dr.

Soldano Ferrone, and a B.S.

from the University of Iowa.

We believe that Dr.

Hicklin’s operational and historical experience with our company gained from being a founder and serving as our President and Chief Executive Officer and member of our board of directors, combined with his extensive experience in oncology drug discovery, qualifies him to serve as a member of our board of directors.

Atkins, M.D., age 71, has served on our Scientific Advisory Board since August 2018 and on our board of directors since January 2024.

Atkins has served as the Deputy Director of the Georgetown Lombardi Comprehensive Cancer Center and William M.

Scholl Professor and Vice Chair of the Department of Oncology at Georgetown University Medical Center since 2012.

He is also a staff physician in the Division of Hematology-Oncology at MedStar Georgetown University Hospital.

Prior to moving to Georgetown in 2012, he began his career at Tufts Medical Center in 1987 before moving to Beth Israel Deaconess Medical Center in April 1997 and being appointed Professor at Harvard Medical School in 2002.

At Beth Israel Deaconess he served as Deputy Chief of the Division of Hematology/Oncology and leader of the Biologic Therapy and Cutaneous Oncology Programs, as well as Co-PI of the Harvard Skin Cancer SPORE, and founding leader of the Dana Farber/Harvard Cancer Center Kidney Cancer Program and Director of the DF/HCC Kidney Cancer SPORE.

He is past president of the Society for Immunotherapy of Cancer (SITC) and past member of the NCI Recombinant DNA Advisory Committee and the ASCO Nominating Committee.

Atkins is Chair of the Medical Advisory Panel for the Melanoma Research Alliance, and co-chair of the Scientific Advisory Committee and a Board member for the Melanoma Research Foundation.

He received the Giant in Cancer Therapy Award-Melanoma from OncLive in 2021, the Lifetime Achievement Award from SITC in 2022, was inducted as a Fellow in the Academy of ImmunoOncology in 2023 and as an American Society of Clinical Oncology (ASCO) Fellow in 2024.

Atkins has a B.S.

in chemistry from Tufts University and an M.D.

from Tufts Medical School.

He completed residency training in internal medicine and a fellowship in Hematology/Oncology at Tufts-New England Medical Center.

We believe that Dr.

Atkins’ decades of experience as a pioneer in the field of cancer immunotherapy, particularly in his research and clinical use of cytokine-based immunotherapy, provide him with the qualifications and skills to serve on our board of directors.

Luke Evnin, Ph.D., age 62, is a co-founder of our company, served as our President and Chief Executive Officer from December 2017 until August 2019, and has served on our board of directors since October 2017 and as chairman of the board of directors since August 2019.

Evnin co-founded MPM Capital, an early-stage life sciences venture investing firm, in 1997, where he currently serves as Managing Director.

As a component of his MPM activities, Dr.

Evnin has been a co-founder and served as chairman of the board for multiple MPM portfolio companies.

Evnin has also served on the boards of directors of a number of public and private companies over his venture capital career and currently serves, on behalf of MPM Capital, as a director for multiple private companies.

Prior to co-founding MPM Capital, Dr.

Evnin spent seven years as a venture capitalist at Accel Partners.

Evnin previously served as Chief Executive Officer of Turmeric Acquisition Corp., a publicly traded special purposes acquisition company formed by MPM Capital from August 2020 through April 2023.

Evnin co-founded Harpoon Therapeutics, Inc., a publicly held immunotherapy company, and served as chair of its board of directors until July 2020.

Evnin served on the board of directors of Oncorus, Inc., a publicly traded biotechnology company, from March 2016 until June 2023.

Evnin serves as chairman of the board of directors of the Scleroderma Research Foundation, a not-for-profit entity.

Evnin holds an A.B.

in molecular biology from Princeton University and a Ph.D.

in biochemistry from the University of California, San Francisco.

We believe that Dr.

Evnin’s depth and expertise in the life sciences and venture capital industries including significant experience serving on boards of directors and his educational background provide him with the qualifications and skills to serve on our board of directors.

Audit Committee

The current members of our audit committee are Meeta Chatterjee, Ph.D., Anil Singhal, Ph.D., and Michael Sherman, MBA, and Mr.

Sherman is the chair of the audit committee.

Our board of directors has determined that Michael Sherman is an “audit committee financial expert” as defined by applicable SEC rules and that each of the members of our audit committee possesses the financial sophistication required for audit committee members under Nasdaq rules.

We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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Corporate Secretary.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of Company securities by our directors, officers, employees, consultants, and other covered persons.

We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards.

Executive Officer Biographies

For the biography of Dr.

Hicklin, please see the section entitled “Director Biographies” above.

Biographical information, business experience, and age as of March 27, 2026, for our remaining executive officers is set forth below.

Steven Bloom, age 65, has served as our Chief Business Officer since April 2025.

Previously, from July 2023 until April 2025, Mr.

Bloom was Chief Business Officer at Vincerx Pharma, Inc., a clinical-stage ADC oncology product platform company, focusing on business development, commercial assessment, and corporate strategy.

Prior to that, he was Chief Business Officer at Transgene SA, a clinical stage biotechnology company developing twin platforms focused on oncolytic viruses and cancer vaccine therapies from January 2022 to July 2023;

Chief Business Officer at Boston Pharmaceuticals, Inc., a clinical stage biotechnology company, from January 2021 to January 2022;

and Chief Business Officer at Vavotar Life Sciences, LLC, an oncology-focused biotechnology company, from November 2019 to December 2020.

He previously held senior roles in marketing, patient advocacy, and corporate affairs at Eli Lilly and Company.

Bloom serves as the Chair of the Board of CLL Society, a nonprofit organization that addresses the unmet needs of the chronic lymphocytic leukemia and small lymphocytic lymphoma community through patient education, advocacy, support, and research.

Bloom earned a B.S.

at the Northeastern University College of Pharmacy.

Michael Urban, age 45, has served as our Vice President of Finance and Corporate Controller since May 2023.

Effective February 13, 2026, Mr.

Urban was appointed as our principal financial officer and principal accounting officer.

Prior to joining the Company, from March 2021 to April 2023, Mr.

Urban served as Senior Director, Corporate Controller and Head of Facilities at Codiak BioSciences, Inc., a biotechnology company.

Previously, Mr.

Urban served as Director of Finance and Corporate Controller at Indigo Ag, Inc., an agricultural technology company from January 2019 until February 2021.

Urban holds a B.S.

in accounting and finance from Assumption University and is a Certified Public Accountant.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of certain changes in ownership of common stock and other equity securities of our company.

Such executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish our company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our directors, executive officers and persons who beneficially own more than 10 percent of our common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2025, with the following exceptions:

a late Form 4 filing was made on behalf of each of Ansbert Gadicke, MPM BioVentures 2014, L.P., and Luke Evnin, in each instance to report two transactions that occurred on March 27, 2025.

Executive Compensation

The information required by this Item 11 will be included in the section captioned “Executive Compensation” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024, which information, other than the information required by Item 402(v) of Regulation S-K, is incorporated herein by reference.

This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for 2025.

Our named executive officers for 2025 were Daniel J.

Hicklin, Ph.D., our President and Chief Executive Officer, Randi Isaacs, M.D., our former Chief Medical Officer, and Timothy W.

Trost, our former Chief Financial Officer and Treasurer.

This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

2025 Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and 2024.

Option All Other

Salary Bonus Awards Compensation Total

Name and Principal Position Year ($) ($) (1)

Hicklin, Ph.D (4)

2025 632,557 — 950,791 13,007 1,596,355

President and Chief Executive Officer 2024 608,237 364,638 1,559,867 12,857 2,545,599

Randi Isaacs, M.D.

2025 513,911 — 312,084 12,873 838,868

Former Chief Medical Officer (5)

2024 494,145 215,843 717,180 12,857 1,440,025

Trost 2025 484,638 — 256,668 13,007 754,313

Former Chief Financial Officer (6)

2024 465,998 199,820 537,885 12,857 1,216,560

(1) In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025.

(2) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during each year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.

See Note 10 “Stock-based Compensation” to our consolidated financial statements included within Part IV, Item 15 in this Annual Report, regarding assumptions underlying the valuation of equity awards.

These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the named executive officer upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(3) The amounts reported include (i) life insurance premiums of $918 for each of Dr.

Hicklin and Mr.

Trost and $784 for Dr.

Isaacs for 2025 and life insurance premiums of $918 for each of Drs.

Hicklin and Isaacs and Mr.

Trost for 2024, (ii) the payment of $1,589 for tax gross-ups for long-term disability insurance for each of Drs.

Hicklin and Isaacs and Mr.

Trost for each of 2025 and 2024, and (iii) 401(k) contributions matched by the company in the amount of $10,500 and $10,350 for Drs.

Hicklin and Isaacs and Mr.

Trost for 2025 and 2024, respectively.

Hicklin is also a member of our board of directors but did not receive any additional compensation in his capacity as a director.

Isaacs’ employment with us terminated effective February 13, 2026.

Trost’s employment with us terminated effective February 13, 2026.

Narrative to 2025 Summary Compensation Table

Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and approval of our board of directors.

Our compensation committee reviews our executive compensation practices on an annual basis and based on this review approves, or, as appropriate, makes recommendations to our board of directors for approval of, our executive compensation program.

In designing our executive compensation program, our compensation committee considers compensation data for national and regional companies in the biotechnology/pharmaceutical industry provided by our independent compensation consultant to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation.

During the past fiscal year, the compensation committee retained Pearl Meyer & Partners, LLC, or Pearl Meyer, a compensation consulting firm, to advise the compensation committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards and Pearl Meyer made recommendations with respect to the amount and form of executive and director compensation.

Although our compensation committee considers the advice and guidance of Pearl Meyer as to our executive compensation programs, our compensation committee ultimately makes its own decision about these matters.

In the future, we expect that our compensation committee will continue to engage independent compensation consultants to provide additional guidance on our executive compensation programs and to conduct further competitive benchmarking against a peer group of publicly traded companies.

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers.

None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.

In January 2025, we set the 2025 base salaries for Drs.

Hicklin and Isaacs and Mr.

Trost at $632,557, $513,911, and $484,638, respectively.

The employment agreements for Drs.

Hicklin and Isaacs and Mr.

Trost provide that they will be eligible for annual bonuses up to a specified percentage of their base salary, based upon the assessment of the board of directors (or a committee thereof), in its sole discretion, of the officer’s performance and our Company’s performance during the applicable fiscal year.

These annual bonuses are calculated as a percentage of base salary and are designed to motivate our employees to achieve annual goals based

on our strategic, financial and operating performance objectives.

From time to time, our board of directors or our compensation committee may approve discretionary annual cash bonuses to our named executive officers.

The target annual bonus percentages for the 2025 bonuses were 55% for Dr.

Hicklin and 40% for each of Dr.

Isaacs and Mr.

In light of the decision to undertake the restructuring in February 2026, our board of directors determined not to award annual bonuses for 2025.

Equity Incentives

Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executive officers and our stockholders.

In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period.

Accordingly, our board of directors periodically reviews the equity incentive compensation of our executive officers, including our named executive officers, and from time to time may grant equity incentive awards to them in the form of stock options.

On January 2, 2025, we granted stock option awards to purchase 592,690 shares, 187,500 shares and 150,000 shares of our common stock to Drs.

Hicklin and Isaacs and Mr.

Trost, respectively.

These stock options vest in equal monthly installments over a four-year period beginning on February 1, 2025 and ending on January 1, 2029.

On January 2, 2025, we granted stock option awards to purchase 185,652 shares, 68,151 shares and 60,358 shares of our common stock to Drs.

Hicklin and Isaacs and Mr.

Trost, respectively.

These stock options vest in full on January 1, 2027.

The vesting of the stock options granted to our named executive officers is subject to acceleration upon certain terminations of the officer’s employment with us, as described below under “Employment Agreements with our Named Executive Officers.”

In 2025, we granted option awards to our named executive officers with time-based vesting.

The time-based vesting option awards that we have granted to our executive officers generally vest in equal monthly installments over four years following the vesting commencement date.

Vesting rights cease upon termination of employment and exercise rights for stock options cease shortly after termination of employment.

Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such stock option, including no voting rights and no right to receive dividends or dividend equivalents.

The exercise price of all stock options granted since the closing of our initial public offering is equal to the fair market value of shares of our common stock on the date of grant, which we determine by reference to the closing market price of our common stock on the date of grant.

Policies and Practices Related to the Grant of Certain Equity Awards

We grant stock options to our employees and directors on an annual basis.

We also grant stock options to individuals upon hire or promotion and may grant stock options for retention purposes.

During the last fiscal year, neither our board of directors nor our compensation committee took material nonpublic information into account when determining the timing or terms of stock options, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

While we do not have any policy or obligation that requires us to grant stock options on specified dates, annual stock option grants to employees are typically approved at a meeting of our compensation committee that is held in December, and the grants are effective on the first business day of the following fiscal year.

During fiscal 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

Outstanding Equity Awards at 2025 Fiscal Year End

The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2025.

Option Awards

Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price Option Expiration Date

Name (#) (#) ($)

Hicklin, Ph.D 727,377 0 4.77 12/7/2030

155,416 0 16.00 4/29/2031

211,390 4,498 (1)

11.55 1/5/2032

215,468 80,032 (2)

2.05 12/31/2032

208,437 226,563 (3)

4.64 12/31/2033

135,824 456,866 (4)

1.56 12/31/2034

0 185,652 (5)

1.56 12/31/2034

Randi Isaacs, M.D.

176,966 0 3.03 11/8/2030

140,208 0 4.77 12/7/2030

56,786 0 16.00 4/29/2031

77,859 1,657 (1)

11.55 1/5/2032

75,322 27,978 (2)

2.05 12/31/2032

95,833 104,167 (3)

4.64 12/31/2033

42,968 144,532 (4)

1.56 12/31/2034

Trost 247,812 0 5.98 2/11/2031

54,756 0 16.00 4/29/2031

64,585 1,375 (1)

11.55 1/5/2032

74,958 27,842 (2)

2.05 12/31/2032

71,875 78,125 (3)

4.64 12/31/2033

34,375 115,625 (4)

1.56 12/31/2034

(1) This option vests over four years in equal monthly installments following January 1, 2022, subject to continuous service.

(2) This option vests over four years in equal monthly installments following January 1, 2023, subject to continuous service.

(3) This option vests over four years in equal monthly installments following January 1, 2024, subject to continuous service.

(4) This option vests over four years in equal monthly installments following January 1, 2025, subject to continuous service.

(5) This option vests in full on January 1, 2027, subject to continuous service.

Employment Agreements with our Named Executive Officers

We entered into employment agreements with each of Drs.

Hicklin and Isaacs and Mr.

Trost that became effective on April 29, 2021.

These employment agreements set forth the terms and conditions of each executive’s continued employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation and certain benefits upon termination of the executive’s employment under specified conditions.

The employment of all of our named executive officers is at will.

Under the employment agreements, Dr.

Hicklin’s base salary was initially set at $510,000 and his annual target bonus amount was set at 50%, Dr.

Isaacs’s base salary was initially set at $425,000 and her annual target bonus amount was set at 40%, and Mr.

Trost’s base salary was set at $385,000 and his annual target bonus amount was set at 40%.

The employment agreements provide that, in the event that the executive’s employment is terminated by us without “cause” or by the executive for “good

reason,” then subject to the execution and effectiveness of a separation and release agreement, the executive will be entitled to receive (i) an amount equal to (x) 12 months of base salary in the case of Dr.

Hicklin if such termination occurs more than three months prior to or more than 12 months following a “change in control,” and nine months of base salary in the case of Dr.

Isaacs and Mr.

Trost if such termination occurs prior to or more than 12 months following a change in control, in each case, payable on our regular payroll practices, or (y) 18 months of base salary in the case of Dr.

Hicklin if such termination occurs within three months prior to or 12 months following a change in control, and 12 months base salary in the case of Dr.

Isaacs and Mr.

Trost if such termination occurs within 12 months following a change in control, in each case, payable in a lump sum;

(ii) an amount equal to the executive’s full target bonus for the year in which the executive’s date of termination occurs payable as a lump sum, if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr.

Hicklin or if such termination occurs within 12 months following a change in control in the case of Dr.

Isaacs and Mr.

and (iii) payment of the monthly employer COBRA premium for a period corresponding to the months of base salary paid.

In addition, the employment agreements provide that in the event of a termination of the executive’s employment by us without cause or by the executive for good reason then, subject to the timely execution of the separation and release agreement, the vesting of all unvested equity awards that vest solely on the passage of time held by the executive will be accelerated (i) as to six additional months of vesting if such termination occurs more than three months prior to or more than 12 months following a change in control in the case of Dr.

Hicklin, or prior to or more than 12 months following a change in control in the case of Dr.

Isaacs and Mr.

Trost and (ii) in full if such termination occurs within three months prior to or 12 months following a change in control in the case of Dr.

Hicklin, or within 12 months following a change in control in the case of Dr.

Isaacs and Mr.

Pursuant to the terms of their employment agreements, each of our named executive officers has entered into standard form agreements with respect to non-competition, non-solicitation, confidential information and assignment of inventions.

Executive Retention Agreement

On February 17, 2026, we entered into a letter agreement with Dr.

Hicklin pursuant to which he was entitled to (i) a retention bonus comprised of a lump sum cash payment of $316,284, which was paid as an advance and is earned on August 15, 2026 (the “Retention Date”), contingent on his continued employment in good standing with the Company until such date and subject to repayment to the Company if, at any time prior to the Retention Date, he provide notices of employment resignation, or actually resigns, or the Company terminates his employment for cause and (ii) an additional bonus payment in the total amount of $316,284 (the “Additional Bonus Payment”), which is to be paid in equal installments between the effective date of the letter agreement and August 15, 2026, contingent on his continued employment in good standing with the Company through each applicable payment date.

If the Company terminates his employment without cause, and Dr.

Hicklin signs a release of claims, he will be entitled to a lump sum payment equal to an amount equal to the Additional Bonus Payment minus any portion of the Additional Bonus Payment paid prior to such termination of employment.

Pursuant to the letter agreement, Dr.

Hicklin agreed to waive certain provisions of his employment agreement related to the payment of cash severance upon the termination of his employment by the Company without cause.

In addition, the letter agreement provides that the exercise period for stock options that are outstanding and vested as of August 15, 2026 will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement subject to Dr.

Hicklin’s continuous employment through such date.

Severance Benefits

On February 9, 2026, in connection with the Reduction, the Company and each of Mr.

Trost and Dr.

Isaacs, agreed that Mr.

Trost and Dr.

Isaacs would resign as Chief Financial Officer and Chief Medical Officer, as applicable, effective February 13, 2026.

Trost and Dr.

Isaacs were entitled to severance benefits in accordance with their employment agreements upon execution of a separation agreement and general release of claims comprising (i) an amount equal to nine months base salary, and (ii) payment of the monthly employer COBRA premium for nine months.

In addition, the separation agreements provide that the exercise period for stock options that are outstanding and vested as of the separation date will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement.

In connection with their resignations, both Mr.

Trost and Dr.

Isaacs entered into consulting agreements with the Company, effective as of February 16, 2026, pursuant to which Mr.

Trost and Dr.

Isaacs are assisting with ensuring an orderly transition of their responsibilities and provide such other services determined and reasonably requested by the Company from time to time for a period of up to six months.

The Company will pay each of Mr.

Trost and Dr.

Isaacs $250 per hour in exchange for the services they provide under the consulting agreements.

We maintain a defined contribution employee retirement plan for our employees, including our named executive officers.

The plan is intended to qualify as a tax-qualified 401(k) plan so that contributions to the 401(k) plan, and income earned on such

contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (except in the case of contributions under the 401(k) plan designated as Roth contributions).

Under the 401(k) plan, each employee is fully vested in his or her deferred salary contributions and any qualified nonelective contributions made by us.

Employee contributions are held and invested by the plan’s trustee as directed by participants.

The 401(k) plan provides us with the discretion to match employee contributions.

In 2025 and 2024, we matched 50% of each participant’s contribution up to a maximum of 6% of the participant’s eligible compensation paid during the period.

Other Policies, Procedures, or Considerations

Anti-Hedging and Pledging Policy .

Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, family members and controlled entities from engaging in speculative transactions in our securities, including short sales, puts/calls, purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities, and margin accounts or pledges.

Rule 10b5-1 Sales Plans.

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer.

It also is possible that the director or officer could amend the plan in certain circumstances when not in possession of material nonpublic information or terminate the plan.

In addition, our directors and executive officers may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information.

Clawback Policy .

We have adopted a “clawback policy” to comply with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date our board of directors, or a committee of our board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.

For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC);

and total stockholder return.

If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered will be based on a reasonable estimate of the effect of the acc ounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received.

2025 Director Compensation

The table below shows all compensation to our non-employee directors during the year ended December 31, 2025.

Fees Earned or Paid in Cash Option Awards All Other Compensation Total

Name ($) ($) (1)

Michael Atkins, M.D.

33,000 26,441 (2)

Meeta Chatterjee, Ph.D.

36,750 26,441 (2)

Derek DiRocco, Ph.D.

Luke Evnin, Ph.D.

62,250 26,441 (2)

Alon Lazarus, Ph.D.

43,125 26,441 (5)

Morrison, M.D.

30,000 26,441 (2)

Michael Sherman, MBA 45,000 26,441 (2)

Anil Singhal, Ph.D.

29,118 66,205 (2)

(1) The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718, or ASC 718.

These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the director upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(2) As of December 31, 2025, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director serving during 2025 was as follows:

Atkins, 68,723 shares;

Chatterjee, 88,633 shares;

Evnin, 92,500 shares;

Morrison, 123,547 shares;

Sherman, 92,500 shares;

Singhal, 62,358 shares.

Atkins received the amount reported in this column for service in 2025 on our Scientific Advisory Board.

DiRocco resigned from our board of directors effective June 12, 2025.

Upon his resignation, all outstanding option awards that had not yet vested were immediately forfeited.

For any outstanding option awards which had vested as of June 12, 2025, Dr.

DiRocco was entitled to exercise his rights with respect to such awards for a period of up to 90 days following June 12, 2025, at which point all remaining outstanding option awards were forfeited.

DiRocco has no outstanding option awards as of December 31, 2025.

Lazarus passed away on September 30, 2025.

Upon his death, all outstanding option awards that had not yet vested were immediately forfeited.

For any outstanding option awards which had vested as of September 30, 2025, Dr.

Lazarus’ designated beneficiary is entitled to exercise their rights with respect to such awards up until the first anniversary of September 30, 2025, at which point all remaining outstanding option awards will be forfeited.

Lazarus’ designated beneficiary has 65,500 outstanding option awards as of December 31, 2025.

Hicklin, one of our directors who also serves as our president and chief executive officer, does not receive any additional compensation for his service as a director.

Hicklin is one of our named executive officers and, accordingly, the compensation that we pay to Dr.

Hicklin is discussed above under “2025 Summary Compensation Table” and “Narrative to 2025 Summary Compensation Table.”

Our board of directors has approved a non-employee director compensation program that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors.

Under this director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member.

The chair of the board and of each committee receive higher retainers for such service.

These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors.

In conjunction with the strategic review process described in Part 1, Item 1 in this Annual Report, our board of directors determined to forego payment of fees for their service during the fourth quarter of 2025 and going forward until such time that the strategic review process is concluded with a satisfactory outcome, at the discretion of our compensation committee.

During the year ended December 31, 2025, the fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows:

Chair Fee Other Member Fee

Board of Directors 52,500 30,000

Audit Committee 11,250 5,625

Compensation Committee 7,500 3,750

Nominating and Corporate Governance Committee 6,000 3,000

We also reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve.

In addition, under our director compensation program, each non-employee director, upon his or her election or appointment to our board of directors, receives an option to purchase a number of shares of our common stock under the 2021 Plan.

In 2025, the number of shares subject to this new director grant was 54,000.

Each of these options vests with respect to one-third of such shares on the first anniversary of the grant date and thereafter in equal monthly installments until all shares are vested on the third anniversary of the grant date, subject to the non-employee director’s continued service as a director.

Further, on the date of each annual meeting of stockholders, each non-employee director receives an option to purchase a number of shares of our common stock under the 2021 Plan;

provided that if any director is initially elected to the board of directors in the twelve months preceding the annual meeting, the number of shares subject to the option will be pro-rated on a monthly basis for time in service (including partial months).

In 2025, the number of shares subject to this annual grant was 27,000.

Each of these options vests in full on the earlier of the first anniversary of the grant date and the next annual meeting of stockholders following the grant date, subject to the non-employee director’s continued service as a director.

All options issued to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will have a term of ten years.

Upon a change of control of our company any unvested options held by our non-employee directors will automatically vest.

Our compensation committee is responsible for reviewing the compensation of our non-employee directors periodically and recommends changes to the board of directors when it deems appropriate.

Our compensation committee conducts this review through the assistance of the compensation committee’s external compensation consultant, although the compensation committee ultimately makes its own decision about these matters.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except to the extent provided below, the information required by this Item 12 will be included in the section captioned “Principal Stockholders” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024, which information is incorporated herein by reference.

Unless otherwise provided below, the following table sets forth information with respect to the beneficial ownership of our common stock as of March 2, 2026 by:

• each of our directors;

• each of our named executive officers;

• all of our directors and current executive officers as a group;

• each person, or group of affiliated persons, who is known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock.

Shares of our common stock that an individual has a right to acquire within 60 days after March 2, 2026, are considered outstanding and beneficially owned by the person holding such right for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers.

Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

Unless otherwise indicated, the address of each beneficial owner is c/o Werewolf Therapeutics, Inc., 200 Talcott Ave, 2 nd Floor, Watertown, MA 02472.

As of March 2, 2026, there were 48,596,817 shares of our common stock issued and outstanding.

Name of Beneficial Owners Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned (%)

5% Stockholders:

Entities affiliated with RA Capital (1)

6,681,307 13.7 %

Entities affiliated with MPM Capital (2) /UBS Oncology Impact Fund, L.P.

3,368,670 6.9 %

Directors and Named Executive Officers:

Luke Evnin, Ph.D.

2,225,360 4.6 %

Michael Atkins, M.D.

Meeta Chatterjee, Ph.D.

Briggs Morrison, M.D.

Michael Sherman, MBA (8)

Anil Singhal, Ph.D.

Hicklin, Ph.D.

2,430,943 5.0 %

Randi Isaacs, M.D.

688,050 1.4 %

Timothy Trost (12)

566,519 1.2 %

All directors and current executive officers as a group (9 persons) (13)

5,102,103 10.5 %

* Represents beneficial ownership of less than 1%.

(1) Based on a Schedule 13D filed with the SEC on November 6, 2025, and information known to us.

Consists of (i) 6,237,482 shares of common stock held by RA Capital Healthcare Fund, L.P., or the Fund, and (ii) 443,825 shares of common stock held by the RA Capital Nexus Fund II, L.P., or the Nexus Fund II.

The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr.

Kolchinsky and Mr.

Shah are the controlling persons.

RA Capital serves as investment adviser for the Fund and the Nexus Fund II and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company held by the Fund or the Nexus Fund II.

The Fund and the Nexus Fund II have delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s and the Nexus Fund II’s portfolio, including shares of our common stock.

Because the Fund and the Nexus Fund II have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund II disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Exchange Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Exchange Act.

As managers of RA Capital, Dr.

Kolchinsky and Mr.

Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the Company beneficially owned by RA Capital.

RA Capital, Dr.

Kolchinsky, and Mr.

Shah disclaim beneficial ownership of the securities reported other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of the Schedule 13D/A shall not be deemed an admission that either RA Capital, Dr.

Kolchinsky, or Mr.

Shah is the beneficial owner of such securities for any other purpose.

The address of the principal business office of each of the reporting persons is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

(2) Based on a Schedule 13D/A filed with the SEC on January 16, 2026.

Consists of (i) 231,408 shares of common stock held by MPM Asset Management LLC, (ii) 1,461,054 shares of common stock held by MPM BioVentures 2014, L.P., or MPM 2014, (iii) 97,450 shares of common stock held by MPM BioVentures 2014 (B), L.P., or MPM 2014(B), (iv) 50,289 shares of common stock held by MPM Asset Management Investors BV2014 LLC, or MPM

BV2014, and (v) 319,659 shares of common stock held by MPM Oncology Innovations Fund, L.P., or MPM OIF.

MPM 2014, MPM 2014(B), MPM BV2014 and MPM OIF are collectively referred to as the MPM Entities.

Luke Evnin, a member of our board of directors, Ansbert Gadicke and Todd Foley are the managing directors of MPM BioVentures 2014 LLC, or BV2014 LLC.

BV2014 LLC is the manager of MPM BV2014 and managing member of MPM BioVentures 2014 GP LLC, which is the general partner of MPM 2014 and MPM 2014(B).

Gadicke and Mr.

Foley shares power to vote, acquire, hold and dispose of the shares held by MPM 2014, MPM 2014(B) and MPM BV2014.

Luke Evnin and Ansbert Gadicke are the managers of MPM Oncology Innovations Fund GP LLC, which is the general partner of MPM OIF.

Evnin and Dr.

Gadicke share power to vote, acquire, hold and dispose of the shares held by MPM OIF.

Luke Evnin and Ansbert Gadicke are the members of MPM Asset Management LLC.

MPM Asset Management LLC is the management company for each of the MPM Entities.

Evnin and Dr.

Gadicke share power to vote, acquire, hold and dispose of the shares held by MPM Asset Management LLC.

Each of the entities and individuals listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein.

The address of each of the MPM Entities and MPM Asset Management LLC is 339 Boylston Street, Suite 1100, Boston, MA 02116.

(3) Based on a Schedule 13D/A filed with the SEC on January 16, 2026.

Consists of 1,208,810 shares of common stock held by UBS Oncology Impact Fund, L.P., or UBS OIF.

The general partner of UBS OIF is MPM BioImpact LLC.

Ansbert Gadicke is the managing partner of MPM BioImpact LLC.

Each of the entities and individuals listed above expressly disclaims beneficial ownership of the securities listed above except to the extent of any pecuniary interest therein.

The address of MPM BioImpact LLC and the individuals referenced above is 339 Boylston Street, Suite 1100, Boston, MA 02116.

(4) Consists of 2,159,860 shares of common stock and 65,500 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(5) Consists of 14,419 shares of common stock and 32,929 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(6) Consists of 61,633 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(7) Consists of 15,523 shares of common stock and 96,547 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(8) Consists of 65,500 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(9) Consists of 21,000 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(10) Consists of 647,047 shares of common stock and 1,783,896 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(11) Consists of 688,050 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(12) Consists of 566,519 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026.

(13) Consists of 2,842,133 shares of common stock and 2,259,970 shares of common stock underlying options that are exercisable as of March 2, 2026 or will become exercisable within 60 days after such date.

Equity Compensation Plan Information

The following table contains information about our 2017 Stock Incentive Plan, or the 2017 Plan, our 2021 Stock Incentive Plan, or the 2021 Plan, and our 2021 Employee Stock Purchase Plan, or 2021 ESPP, as of December 31, 2024:

The following table contains information about our 2017 Stock Incentive Plan, or the 2017 Plan, the 2021 Plan, and our 2021 Employee Stock Purchase Plan, or the 2021 ESPP, as of December 31, 2025:

Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

4 unchanged sentences

Equity compensation plans not approved by security holders (2)

201,720 $ 0.87 —

Total 9,954,872 $ 4.71 2,599,955

3 unchanged sentences

The shares of common stock underlying any awards that are expired, forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by us under the 2021 Plan or the 2017 Plan are added back to the shares of common stock available for issuance under the 2021 Plan.

On January 1, 2025, the shares under the 2021 Plan were increased by 2,241,357 shares pursuant to the annual increase described above.

As of December 31, 2025, 560,929 shares of our common stock were reserved for issuance under the 2021 ESPP.

The number of shares reserved for issuance under the 2021 ESPP will be increased on each January 1 through January 1, 2032 by the least of (i) 488,000 shares, (ii) 1% of the number of shares of our common stock outstanding on the first day of such year and (iii) an amount determined by our board of directors.

On January 1, 2025, the shares under the 2021 ESPP were increased by 224,135, representing a 0.5% increase in the number of shares of our common stock available for issuance pursuant to the 2021 ESPP as determined by our board of directors.

Our board of directors determined that the current shares of common stock reserved for issuance under the 2021 Plan and the 2021 ESPP are sufficient to meet the short-term needs of each plan, and accordingly determined not to increase the number of shares of common stock reserved for issuance on January 1, 2026 for either plan.

(2) Consists of outstanding stock option awards approved by our board of directors as inducement material to the acceptance of employment of Steven Bloom, our chief business officer in accordance with Nasdaq Listing Rule 5635(c)(4).

His award was granted on May 1, 2025 and has an exercise price of $0.87 per share, equal to the closing price per share of our common stock on the date of grant.

The stock option has a ten-year term and vests as to 25% on the first anniversary of the effective date of Mr.

Bloom’s employment and the remaining 75% vests in 36 equal monthly installments thereafter, subject to continued service by Mr.

Bloom to Werewolf or any of its subsidiaries through each applicable vesting date.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be included in the sections captioned “Corporate Governance” and “Transactions with Related Persons” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024, which information is incorporated herein by reference.

Director Independence

The rules of the Nasdaq Stock Market, or Nasdaq, require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

(1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director;

and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In March 2026, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our current directors and director nominees, with the exception of Daniel J.

Hicklin and Briggs W.

Morrison, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act.

In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director.

Hicklin is not an independent director under these rules because he is our President and Chief Executive Officer.

Morrison is not an independent director as a result of certain payments made by Crossbow Therapeutics, Inc., or Crossbow, to us pursuant to the terms of a sublease agreement we entered into with Crossbow in May 2022.

For further discussions about the sublease, please see “Certain Relationships and Related Person Transactions — Sublease Agreement.”

There are no family relationships among any of our directors or executive officers.

Transactions with Related Persons

Since January 1, 2024, we have engaged in the following transactions in which the amounts involved exceeded $120,000 and any of our directors, executive officers or holders of more than 5% of our voting securities, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unrelated third parties.

Amended and Restated Royalty Transfer Agreement

In December 2017, we entered into a royalty transfer agreement with MPM Oncology Impact Fund Charitable Foundation, Inc., or MPM Charitable Foundation, and UBS Optimus Foundation, or the Royalty Transfer Agreement.

MPM Charitable Foundation is affiliated with MPM Capital, and UBS Optimus Foundation is affiliated with UBS Oncology Impact Fund L.P.

Ansbert Gadicke shares the power to vote, acquire, hold and dispose of the shares held by the entities affiliated with MPM Capital, and he is the managing partner of the company that is the general partner of UBS Oncology Impact Fund L.P.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Under the Royalty Transfer Agreement, we are obligated to pay a royalty of 0.5% of net sales of our products to each of MPM Charitable Foundation and UBS Optimus Foundation.

In August 2019, we amended the Royalty Transfer Agreement by entering into an amended and restated royalty transfer agreement, or the Amended Royalty Transfer Agreement, which provided that only products in our product pipeline at the time of our initial public offering or a change in control would be subject to the royalty on net sales.

Under the Amended Royalty Transfer Agreement, our obligation to pay a royalty expires on a product-by-product and country-by-country basis upon the later of the 12th anniversary of the first commercial sale of such product in such country

and expiration of the last valid claim in such country covering such product.

The royalty rate is subject to a specified reduction for lack of any valid claim covering such product in a country.

The obligation to pay royalties under the Amended Royalty Transfer Agreement shall not apply to any product that would only infringe our intellectual property rights that are discovered or developed after our initial public offering or to any product of an acquirer, assignee of the agreement or merger partner of ours so long as such product does not incorporate any of our pre-acquisition intellectual property.

Additionally, in December 2017, we entered into a royalty direction letter, which was amended and restated in August 2019, with MPM Charitable Foundation, UBS Optimus Foundation and UBS Oncology Impact Fund L.P., pursuant to which we agreed that a portion of the consideration received from UBS Oncology Impact Fund L.P.

for the purchase of shares of Series A preferred stock in connection with our Series A preferred stock financing was to be treated as consideration for the royalty on net sales under the Amended Royalty Transfer Agreement.

Affiliates of MPM Capital and UBS Oncology Impact Fund L.P.

that own shares of our common stock hold interests in MPM Charitable Foundation and UBS Optimus Foundation.

Indemnification Agreements

Our restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law.

In addition, we have entered into indemnification agreements with all of our directors and executive officers.

These indemnification agreements may require us, among other things, to indemnify each such director or executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers.

Sublease Agreement

In May 2022, we entered into a sublease agreement with Crossbow, to sublease to Crossbow the entirety of our office and laboratory space in Cambridge, Massachusetts.

The term of the sublease agreement commenced in June 2022 and ended in March 2024, with no option to extend.

We received cash payments under this sublease of approximately $0.4 million during the year ended December 31, 2024.

In addition, we received $0.2 million from Crossbow in June 2022 as a security deposit, which was remitted to Crossbow following the termination of the sublease.

Morrison serves as the Chief Executive Officer of Crossbow and holds 5% of Crossbow’s outstanding common stock.

Additionally, certain entities affiliated with MPM Capital are beneficial owners of Crossbow.

Evnin co-founded MPM Capital and currently serves as Managing Director, and Dr.

Morrison currently serves as Executive Partner.

Principal Accountant Fees and Services

The information required by this Item 14 will be included in the section captioned “Ratification of the Appointment of Ernst & Young, LLP As Our Independent Registered Public Accounting Firm For The Fiscal Year Ending December 31, 2025” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024, which information is incorporated herein by reference.

The following table provides information regarding the fees billed by Ernst & Young LLP for the fiscal years ended December 31, 2025 and 2024:

Fee Category 2025 2024

Audit fees (1)

$ 770,101 $ 729,175

Audit related fees $ — $ —

$ 23,175 $ 70,086

All other fees (3)

$ 5,200 $ 5,200

Total fees $ 798,476 $ 804,461

(1) “Audit fees” during the 2025 and 2024 fiscal years consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with regulatory filings or engagements.

(2) “Tax fees” during the 2025 and 2024 fiscal years consist of fees for professional services, including tax compliance and advisory services primarily related to the preparation of state and federal tax returns.

(3) “All other fees” during the 2025 and 2024 fiscal years consist of subscription fees.

Exhibit and Financial Statement Schedules

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generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has limited financial resources, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Prepaid expenses and other current assets

Other receivables

Total current assets

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Property and equipment, net

Restricted cash and cash equivalents, net of current portion

Restricted cash and cash equivalents

Operating lease right of use asset

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Operating lease liability, current

Deferred revenue, current — 907

Note payable, current

Note payable, current, net of discount and issuance costs

Total current liabilities

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Operating lease liability, net of current portion

Deferred revenue, net of current portion — 433

Note payable, net of discount, issuance costs, and current portion

26,095 32,656

Derivative liability

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Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of December 31, 2025 and 2024;

44,827,159 and 39,107,048 shares issued as of December 31, 2024 and 2023, respectively;

44,827,159 and 39,107,048 shares outstanding as of December 31, 2024 and 2023, respectively

48,596,817 and 44,827,159 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Additional paid-in capital

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( 60,677 ) ( 73,594 )

Other income:

Other (expense) income:

Interest income

Interest expense ( 5,274 ) ( 4,656 )

( 4,656 ) ( 3,139 )

Loss on extinguishment of debt — ( 553 )

Other income (expense), net

1,615 ( 1,142 )

Total other income

$ ( 70,515 ) $ ( 37,368 )

Net loss per share, basic

Other income, net

Total other (expense) income ( 145 ) 3,079

$ ( 60,822 ) $ ( 70,515 )

Net loss per share, diluted

Net loss per common share, basic

$ ( 1.32 ) $ ( 1.63 )

Net loss per common share, diluted $ ( 1.33 ) $ ( 1.63 )

Weighted-average common shares outstanding, basic

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Stock-based compensation expense — — 6,245 — 6,245

Stock option exercises 17,224 — 35 — 35

— — — ( 60,822 ) ( 60,822 )

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Change in fair value of derivative liability

Change in fair value of success payment liability — ( 1,030 )

Amortization of debt issuance costs — 60

( 2,070 ) ( 1,621 )

Changes in operating assets and liabilities:

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Purchases of property and equipment

( 254 ) ( 769 )

Net cash used in investing activities

( 254 ) ( 769 )

Financing activities:

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Net cash provided by financing activities

13,080 58,429

Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents

Net decrease in cash, cash equivalents and restricted cash and cash equivalents

( 54,264 ) ( 43,362 )

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Supplemental disclosure of non-cash investing and financing activities:

Purchases of property and equipment in accounts payable and accrued expenses $ — $ 76

Issuance costs in accounts payable and accrued expenses

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As used throughout these consolidated financial statements, the terms “Werewolf,” “we,” “us,” and “our” refer to the business of Werewolf Therapeutics, Inc., and its wholly owned subsidiary.

We are an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer.

We are an innovative biopharmaceutical company pioneering the development of therapeutics engineered to stimulate the body’s immune system for the treatment of cancer and other immune mediated conditions.

Our headquarters are located in Watertown, Massachusetts.

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Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales.

Strategic Review and Liquidity

In February 2026, we adopted a restructuring plan to extend our capital resources in connection with initiating a process to explore a full range of strategic alternatives to advance our promising platform and drug development pipeline to maximize stockholder value.

We have engaged Piper Sandler & Co.

(“Piper Sandler”) to serve as exclusive financial advisor to assist in the strategic review process.

Measures contemplated during the strategic review process may include, among other options, a sale the Company, a business combination or merger, a sale of our assets, licensing or collaboration arrangements, or other strategic transactions.

There can be no assurance that the strategic review process will result in any agreement or transaction that will enhance stockholder value, or any agreement or transaction at all.

As part of the restructuring plan, our board of directors approved a reduction in force, representing 64 % of our workforce, to better align our resources with our pursuit of strategic alternatives.

As a result of the reduction in force, we estimate that we will incur a one-time charge in the first quarter of 2026 related to employee separation benefits, including severance and related benefits, of approximately $ 4.1 million, most of which is anticipated to result in cash expenditures to be incurred in the first quarter of 2026.

We may also incur additional costs, including, but not limited to, potential impairment charges not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring plan.

The estimated charges that we expect to incur are subject to a number of assumptions, and actual results may differ materially from these estimates.

We had cash and cash equivalents of $ 57.1 million at December 31, 2025.

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 consolidated financial statements included in this Annual Report on Form 10-K.

However, additional funding will be necessary beyond this point to fund future preclinical and clinical activities.

We expect to finance our future cash needs through a combination of equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements.

There is no guarantee that additional financing will be available to us on acceptable terms, or at all.

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 be acquired by another company.

The outcome of our strategic review process will inform future development plans and the costs associated with those efforts.

The conditions described above raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these consolidated financial statements are issued in this Annual Report.

There can be no assurance that the strategic review process will result in any agreement or transaction that will mitigate the conditions which raise substantial doubt about our ability to continue as a going concern, or at all.

Our 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.

Our consolidated financial statements do not include any adjustments that might result from the outcome of the conditions described above.

Basis of Presentation and Summary of Significant Accounting Policies

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, those related to revenue recognition, accrued expenses, assumptions used in the valuation of stock-based compensation expense and the fair value of the derivative liability, and income taxes.

Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, those related to accrued expenses and assumptions used in the valuation of stock-based compensation expense and the fair value of the derivative liability.

Actual results could differ from those estimates.

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We consider all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents.

We maintained restricted cash and cash equivalents of $ 1.2 million and $ 21.2 million at December 31, 2024 and December 31, 2023, respectively.

The restricted cash and cash equivalents balance as of December 31, 2024 are comprised solely of a letter of credit required pursuant to our leased office spaces (see Note 10, Commitments and Contingencies ).

At December 31, 2023, $ 20.0 million of the restricted cash and cash equivalents balance represents an obligation under the term loan facility to maintain a minimum cash balance in our accounts with Pacific Western Bank (“PWB”).

This obligation became effective upon imminent achievement of the funding goal as required by the terms of an amended and restated loan and security agreement (the “PWB Loan Agreement”) with PWB (see Note 7, Term Loan ).

The remaining restricted cash and cash equivalents balance as of December 31, 2023 are comprised solely of letters of credit required pursuant to our leased office spaces (see Note 10, Commitments and Contingencies ).

We maintained restricted cash and cash equivalents of $ 0.9 million and $ 1.2 million at December 31, 2025 and 2024, respectively.

The restricted cash and cash equivalents balances as of December 31, 2025 and 2024 are comprised solely of a letter of credit required pursuant to our leased office spaces (see Note 11, Commitments and Contingencies ).

Restricted cash and cash equivalents are presented as current or non-current assets based on when the restrictions are expected to expire.

The current portion of restricted cash and cash equivalents is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

The current portion of restricted cash and cash equivalents, if any, is included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash and cash equivalents reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows:

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Cash and cash equivalents $ 57,050 $ 110,995

Prepaid expenses and other current assets — 211

Restricted cash and cash equivalents, net of current portion 1,220 21,023

Restricted cash and cash equivalents

Total cash, cash equivalents and restricted cash and cash equivalents $ 57,951 $ 112,215

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We capitalize property and equipment that are acquired for research and development activities and that have an alternate future use.

Expenditures for maintenance and repairs are recorded to

expense as incurred, whereas major betterments are capitalized as additions to property and equipment.

Expenditures for maintenance and repairs are recorded to expense as incurred, whereas major betterments are capitalized as additions to property and equipment.

Property and equipment are depreciated over the following periods:

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and (v) recognize revenue when (or as) we satisfy the performance obligations.

We only apply the five-step model to contracts when it is probable that we will collect the

consideration to which we are entitled in exchange for the goods or services we provide to the customer.

We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we provide to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract, determine those that are performance obligations and assess whether each promised good or service is distinct.

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We issue stock-based awards to employees and directors, generally in the form of stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”), or as awards under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

Occasionally, we may also 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”).

Stock-based compensation is measured at the grant date based on the estimated fair value of the award and recognized as expense over the requisite service period of the award on a straight-line basis.

For awards with performance conditions, we estimate the likelihood of satisfaction of the performance condition, which affects the period over which the expense is recognized.

When the likelihood of satisfying the performance conditions related to an award is determined to be probable, the expense is recognized over the requisite service period.

When the likelihood of satisfying the performance conditions related to an award is determined to be probable, the expense is

recognized over the requisite service period.

We have not granted any awards with market conditions.

We recognize forfeitures of stock-based awards as they occur.

The grant date fair value of stock options, and awards granted under the 2021 ESPP are measured using the Black-Scholes valuation model, which requires us to make assumptions about the fair value of the underlying common stock on the date of grant.

The grant date fair value of stock options, Inducement Awards, and awards granted under the 2021 ESPP are measured using the Black-Scholes valuation model, which requires us to make assumptions about the fair value of the underlying common stock on the date of grant.

The grant date fair value of RSUs and RSAs is estimated to be equal to the closing price of our common stock on the date of grant.

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Equity issuance costs are capitalized as other assets until the associated equity financing is consummated.

Upon consummation of an equity financing, these costs are recorded as a

reduction of additional paid-in capital.

Upon consummation of an equity financing, these costs are recorded as a reduction of additional paid-in capital.

In the event that a planned equity financing is abandoned, any capitalized equity issuance costs are immediately expensed to operating expenses in the consolidated statement of operations.

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Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and cash equivalents.

Cash and cash equivalents are primarily held with two reputable financial institutions in the United States.

Cash and cash equivalents are primarily held with one reputable financial institution in the United States.

At times, such deposits may be in excess of insured limits.

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Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU No.

2020-06”), which reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity.

2020-06 also simplifies the diluted earnings per share calculation in certain areas.

We adopted ASU No.

2020-06 on January 1, 2024.

The adoption did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segments Disclosures (“ASU No.

2023-07”), which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses.

The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment.

We adopted ASU No.

2023-07 on January 1, 2024.

The adoption had no impact on the reportable segment we have identified, and additional required disclosures have been included in Note 15.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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2023-09”), which enhances the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid.

The provisions of ASU No.

2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are required to be applied on a prospective basis.

We are currently evaluating the impact that this standard will have on our consolidated financial statements.

We adopted ASU No.

2023-09 on January 1, 2025 and have applied the amendments in this update on a prospective basis.

The adoption of ASU No.

2023-09 did not have a material impact on our consolidated financial statements.

The income tax disclosures required by ASU No.

2023-09 have been included in Note 12.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No.

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The provisions of ASU No.

2024-03 are effective for annual reporting periods beginning after December 31, 2026, with early adoption permitted.

We are currently evaluating the impact that this standard will have on our consolidated financial statements.

2024-03 are effective for annual reporting periods beginning after December 31, 2026, with early adoption permitted, and may be applied on a prospective or retrospective basis.

We are currently evaluating the impact that this standard will have on our consolidated financial statements and have not yet selected a transition method.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

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We have evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Other than as described in these financial statements, we did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements.

Jazz Collaboration and License Agreement

Other than as described in these consolidated financial statements, we did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements.

Collaboration and License Agreement

In April 2022, we entered into an exclusive global collaboration and license agreement (the “Collaboration Agreement”) with Jazz Pharmaceuticals Ireland Limited (“Jazz”) pursuant to which we granted Jazz certain licenses to develop and commercialize products containing our Interferon alpha (“IFNα”) INDUKINE™ molecule, JZP898 (formerly WTX-613), as well as products containing certain isolated recombinant polypeptides comprising IFNα that meet specified criteria (each such product, a “Licensed Product”).

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The execution of this Transfer Agreement was the last material performance obligation required of us under the Collaboration Agreement.

Under the terms of the Collaboration Agreement, we received a non-refundable upfront cash payment of $ 15.0 million in April 2022 and a variable consideration payment of $ 5.0 million in July 2023, which is included in the overall transaction price as described below.

Milestones and Royalties

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Determination of Transaction Price

The overall transaction price as of the inception of the contract was determined to be $ 32.3 million, which was comprised of the nonrefundable upfront payment of $ 15.0 million and the estimated costs for research services of $ 17.3 million.

The overall transaction price as of the inception of the contract was determined to be $ 32.3 million, which was comprised of a nonrefundable upfront payment of $ 15.0 million and estimated costs for research services of $ 17.3 million.

Outside of the estimated costs for research services, there was no other variable consideration included in the transaction price at inception.

We used the most likely amount method to estimate variable consideration and estimated that the most likely amount for each potential development and regulatory milestone payment under this agreement was zero at inception of the contract, as achievement of those milestones was uncertain and highly susceptible to factors outside of our control.

Accordingly, all such

milestone payments were excluded from the transaction price at inception.

Accordingly, all such milestone payments were excluded from the transaction price at inception.

We re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and adjust the transaction price as necessary.

During the year ended December 31, 2024, we did not recognize any adjustment to the transaction price associated with variable consideration previously excluded from the transaction price.

During the year ended December 31, 2023, the overall transaction price was adjusted to include $ 5.0 million in variable consideration that was previously excluded based on our evaluation of the variable constraint associated with the variable payment.

During the years ended December 31, 2025 and 2024, we did not recognize any adjustment to the transaction price associated with variable consideration previously excluded from the transaction price.

Sales based royalties, including milestones based on the level of sales, were also excluded from the transaction price, as the license is deemed to be the predominant item to which the royalties relate.

We will recognize such revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

The upfront payment of $ 15.0 million was recorded as deferred revenue and, along with payments related to our conduct of research services under the Collaboration Agreement or any development and regulatory milestones, has been recognized as revenue using an input-based measurement of actual costs incurred as a percentage of the estimated total costs expected to be incurred over the expected term of conduct of the research services.

We believe this input-based method to recognize revenue best reflects the transfer of value to Jazz.

As of the execution of the Transfer Agreement, we no longer have any material performance obligations under the Collaboration Agreement.

As a result, all deferred revenue related to the Collaboration Agreement has been recognized as of December 31, 2024.

Recognition of Revenue

We use the cost-to-cost input method, which best depicts the research services performed for the customer, to measure the revenue recognized under the Collaboration Agreement.

Significant judgements used in the cost-to-cost method include estimated costs for research services and assumptions about the timing of when those costs are expected to be incurred.

Significant judgments used in the cost-to-cost method include estimated costs for research services and assumptions about the timing of when those costs are expected to be incurred.

Differences in these estimates and assumptions can have a significant impact on the measurement and timing of when revenue under the Collaboration Agreement is recognized.

For the years ended December 31, 2024 and 2023, we recognized $ 1.9 million and $ 19.9 million of revenue related to the Collaboration Agreement, respectively.

The measurement of revenue recognized based on the cost-to-cost input method and the timing of payments received under the Collaboration Agreement directly impact the amounts reported as contract liabilities in our consolidated balance sheets as of December 31, 2024 and 2023.

During the year ended December 31, 2023, the total revenue recognized included a cumulative catch-up of revenue of $ 4.2 million related to a variable payment that was previously excluded from the overall transaction price based on our evaluation of the variable constraint associated with the variable payment.

The cumulative catch-up of revenue was recognized based on the cost-to-cost input method discussed above.

Revenue from the reimbursement of costs for research activities was recognized during each of the respective periods in amounts equal to the costs incurred.

The following table presents the activity in our contract liabilities during the year ended December 31, 2024:

Beginning of Period Balance Additions Reductions End of Period Balance

(in thousands)

Contract liabilities:

Deferred revenue $ 1,340 $ — $ ( 1,340 ) $ —

Total contract liabilities $ 1,340 $ — $ ( 1,340 ) $ —

The following table presents the activity in our contract liabilities during the year ended December 31, 2023:

Beginning of Period Balance Additions Reductions End of Period Balance

(in thousands)

Contract liabilities:

Deferred revenue $ 7,660 $ 5,000 $ ( 11,320 ) $ 1,340

Total contract liabilities $ 7,660 $ 5,000 $ ( 11,320 ) $ 1,340

There are no unbilled receivables or receivables related to the Collaboration Agreement as of December 31, 2024.

Unbilled receivables and receivables related to the Collaboration Agreement of $ 0.4 million and $ 0.9 million, respectively, were included in other receivables in the accompanying consolidated balance sheets as of December 31, 2023.

Revenue recognized during the year ended December 31, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of

December 31, 2023.

For the year ended December 31, 2024, we recognized $ 1.9 million of revenue related to the Collaboration Agreement.

Revenue recognized during the year ended December 31, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023.

Revenue from the reimbursement of costs for research activities was recognized during the year ended December 31, 2024 in an amount equal to the costs incurred.

As of December 31, 2025, we have not received any royalty payments under the Collaboration Agreement.

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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 consolidated balance sheets as of December 31, 2025 and 2024.

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 7, Term Loan ) as of December 31, 2024.

We did not have any liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2023.

The carrying amounts reflected in the 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.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 were as follows:

Level 1 Level 2

(in thousands)

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$ — $ — $ 759 $ 759

Assets measured at fair value on a recurring basis as of December 31, 2023 were as follows:

Level 1 Level 2

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 were as follows:

(in thousands)

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$ 105,526 $ — $ — $ 105,526

Derivative liability $ — $ — $ 2,829 $ 2,829

Total liabilities $ — $ — $ 2,829 $ 2,829

There were no changes in valuation techniques during the year ended December 31, 2025.

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In May 2024, we entered into the K2HV Loan Agreement, as further described in Note 8, which provides up to $ 60.0 million principal in term loans.

Pursuant to the terms of K2HV Loan Agreement, the lenders thereto may elect, prior to the full repayment of the term loans, to convert up to $ 5.0 million of the outstanding principal of the term loans into shares of our common stock at a conversion price of the lesser of $ 6.3182 per share (the “Fixed Price Conversion”) and the lowest effective price per share of our first equity financing following the closing of the K2HV Loan Agreement (the “Variable Price Conversion”), subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations.

The Fixed Price Conversion and Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as a single compound embedded derivative carried at fair value, with subsequent changes in fair value recognized in the consolidated statement of operations.

The following table reconciles the change in fair value of the derivative liability during the year ended December 31, 2024 based on Level 3 inputs (in thousands):

Balance at December 31, 2023 $ —

Pursuant to the terms of the K2HV Loan Agreement, the lenders thereto may elect, prior to the full repayment of the term loans, to convert up to $ 5.0 million of the outstanding principal of the term loans into shares of our common stock at a conversion price of the lesser of $ 6.3182 per share (the “Fixed Price Conversion”) and the lowest effective price per share of our first equity financing following the closing of the K2HV Loan Agreement (the “Variable Price Conversion”), subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations.

The following table reconciles the change in fair value of the derivative liability based on Level 3 inputs:

Year Ended December 31,

(in thousands)

Balance at beginning of period $ 2,829 $ —

Fair value of derivative liability at issuance of term loan

Change in fair value ( 2,070 ) ( 1,621 )

Balance at December 31, 2024 $ 2,829

The change in fair value of the derivative liability is included in other income (expense), net in the accompanying consolidated statements of operations.

We recognized a gain on the change in fair value of the derivative liability of $ 1.6 million during the year ended December 31, 2024.

The fair value of the conversion option derivative liability in the term loan was estimated using the Monte Carlo model.

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the conversion option derivative liability in the term loan as of December 31, 2024 and May 2, 2024 (inception) is as follows:

December 31, 2024 May 2, 2024

Balance at end of period $ 759 $ 2,829

The change in fair value of the derivative liability is included in other income, net in the accompanying consolidated statements of operations.

We recognized gains of $ 2.1 million and $ 1.6 million related to change in fair value of the derivative liability during the years ended December 31, 2025 and 2024, respectively.

The fair value of the derivative liability in the term loan was estimated using the Monte Carlo model.

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan is as follows:

Stock Price $ 0.63 $ 1.48

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Dividend yield (continuous) — % — %

Success Payment Liability

In April 2022, we entered into an amended and restated loan and security agreement (the “PWB Loan Agreement”) with PWB, as described below in Note 7.

In conjunction with the PWB Loan Agreement, we became obligated to pay to PWB a one-time success payment of up to $ 1.6 million (the “Success Fee”) upon achieving certain conditions defined in the PWB Loan Agreement (the “Success Fee Event”).

The Success Fee Event occurred during the second quarter of 2023, resulting in the immediate payment in full of the required Success Fee.

Prior to the occurrence of the Success Fee Event, we recognized a success payment liability that was stated at fair value and was considered Level 3 because its fair value measurement was based, in part, on significant inputs not observed in the market.

Upon completion of the Success Fee Event, we paid the total $ 1.6 million success payment and removed the corresponding success payment liability.

We remeasured the success payment liability at each reporting date and immediately prior to the Success Fee Event.

During the year ended December 31, 2023, we recognized expense of $ 1.0 million associated with the change in the fair value of the success payment liability which is included in other income (expense), net in the accompanying consolidated statement of operations.

We had no outstanding obligation associated with the Success Fee as of December 31, 2024 or December 31, 2023.

Property and Equipment, Net

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(in thousands)

Manufacturing $ 4,783 $ 2,772

Employee compensation and benefits 3,616 3,627

Contract research $ 2,376 $ 820

Professional fees 1,388 747

Manufacturing 928 4,783

Employee compensation and benefits 302 3,616

Accrued interest 266 266

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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.

We recognized interest expense related to the PWB Loan Agreement of $ 1.3 million and $ 2.9 million during the years ended December 31, 2024 and 2023, respectively.

We recognized interest expense related to the PWB Loan Agreement of $ 1.3 million during the year ended December 31, 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.

We recognized a total loss on extinguishment of debt in the amount of $ 0.6 million during the year ended December 31, 2024 primarily due to the write off of unamortized debt issuance costs.

We were obligated to pay PWB a one-time fee in the event of certain corporate transactions equal to either (i) the greater of (a) $ 0.2 million and (b) 2.0 % of the amount drawn under the term loans, for a transaction occurring on or before March 31, 2023, or (ii) for any transaction occurring thereafter, the greater of (a) $ 0.4 million and (b) 4.0 % of the amount drawn under the term loans (the “Success Fee”).

We determined that the Success Fee constituted a freestanding financial instrument that was required to be accounted for as a liability in connection with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

We determined the fair value of the Success Fee upon the closing date of the PWB Loan Agreement and then marked to market the fair value of the Success Fee as of December 31, 2023.

The Success Fee Event (as defined in the PWB Loan Agreement) occurred during the second quarter of 2023, resulting in the immediate payment in full of the $ 1.6 million required Success Fee.

K2HV Loan Agreement

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$ 25.0 million from the first tranche commitment and $ 5.0 million from the second tranche commitment.

A third tranche commitment of up to $ 10.0 million is available to be drawn at our option between January 1, 2025 and June 30, 2025, subject to the achievement, as determined by the administrative agent in its discretion, of certain time-based, clinical and regulatory milestones and receipt of not less than $ 60.0 million in net cash proceeds from certain financing activities, with at least $ 50.0 million from a single offering of common stock.

A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at our option through May 1, 2026 or if the third tranche is funded, May 1, 2027, 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, or 36 months if the third tranche is funded, followed by interest and equal principal payments each month thereafter through the maturity date.

A third tranche commitment of up to $ 10.0 million was available to be drawn at our option through June 30, 2025, subject to the achievement, as determined by the administrative agent in its discretion, of certain time-based, clinical and regulatory milestones and receipt of not less than $ 60.0 million in net cash proceeds from certain financing activities, with at least $ 50.0 million from a single offering of common stock.

Our ability to draw upon the third tranche commitment expired on June 30, 2025 without being drawn upon.

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.

The term loan bears a variable interest rate equal to the greater of (i) 10.3 %, and (ii) the sum of (A) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) and (B) 1.8 %.

We may prepay, at our option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the term loans, subject to a prepayment premium to which

the Lenders are entitled and certain notice requirements.

We are obligated to pay a final fee equal to 6.95 % of the aggregate amount of the term loans funded, or the Final Fee, to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans.

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There will be no prepayment penalty for any principal amount converted into common stock.

We determined that the Fixed Price Conversion and the Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as an embedded derivative under ASC 815 at fair value, and recorded as a discount on the debt on the date of issuance, with subsequent changes in fair value recognized in the accompanying consolidated statements of operations.

We determined that the Fixed Price Conversion and the Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as an embedded derivative under ASC 815, Derivatives and Hedging (“ASC 815”), at fair value, and recorded as a discount on the debt on the date of issuance, with subsequent changes in fair value recognized in the accompanying consolidated statements of operations.

See Note 5 for further discussion on this derivative instrument.

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The outstanding term loans payable consists of the following:

December 31, 2024

(in thousands)

Term loans $ 30,000

Unamortized debt discount ( 3,905 )

Total debt, long-term $ 26,095

Note payable $ 30,000 $ 30,000

Unamortized debt discount and issuance costs ( 1,764 ) ( 3,905 )

Net carrying amount of note payable 28,236 26,095

current portion of note payable ( 28,236 ) —

Note payable, net, less current portion $ — $ 26,095

The following table provides the components of interest expense related to the K2HV Loan Agreement:

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Interest expense based on coupon interest rate ( 10.3 %) of outstanding term loans

$ 3,133 $ 2,094

Amortization of debt discount and accretion of Final Fee ( 8.94 %)

Total interest expense on effective rate ( 19.24 %)

The following table presents the total principal payments scheduled to become due during each of the years ended December 31 (in thousands):

$ 5,274 $ 3,311

The following table presents the total principal payments and Final Fee contractually scheduled to become due during each of the years ended December 31 (in thousands):

Total principal payments and Final Fee $ 32,085

We have presented the full amount of the term loan payable, net of discount and issuance costs, as a current liability as of December 31, 2025, given the potential that the loan may be repaid in the subsequent twelve months.

Common and Preferred Stock

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The Sales Agreement provides that Leerink Partners will be entitled to a sales commission equal to 3.0 % of the gross sales price per share of all shares sold under the ATM Offering.

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.

On February 9, 2024, we filed a prospectus supplement (the “Prospectus Supplement”) under our shelf registration statement for the offer and sale of shares of our common stock having an offering price of up to an additional $ 25.0 million in the ATM Offering.

Following our filing of the Prospectus Supplement, we are now entitled to offer and sell shares of our common stock with an aggregate offering price of up to $ 75.0 million pursuant to the Sales Agreement.

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.

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 as a result of being subject to General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”).

As of December 31, 2025, we remain subject to the Baby Shelf Limitation.

During the year ended December 31, 2025, we sold an aggregate of 3,626,701 shares under the ATM Offering at an average price of $ 1.77 per share for net proceeds of $ 5.9 million after deducting sales commissions and offering expenses.

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Shares reserved for exercises of outstanding stock options 9,954,872 7,634,937

Shares reserved for vesting of restricted stock units — 361,500

Shares reserved for exercises of warrants — 58,904

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Shares reserved for future issuance as part of the K2HV Loan Agreement conversion feature

791,364 791,364

Total shares reserved for future issuance 13,346,191 10,838,390

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2017 Stock Incentive Plan

In December 2017, we adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, under which it could grant incentive stock options (“ISOs”), non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards to eligible employees, officers, directors and consultants.

The terms of stock options and RSAs, including vesting requirements, are determined by our board of directors, subject to the provisions of the 2017 Plan.

In December 2017, we adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, pursuant to which we have outstanding stock options.

No future awards may be granted under the 2017 Plan.

2021 Stock Incentive Plan

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As a result of the adoption of the 2021 Plan, no further awards will be made under the 2017 Plan.

The 2021 Plan provides for the grant of ISOs, non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards.

The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-qualified stock options, RSAs, RSUs, stock appreciation rights and other stock-based awards.

Our employees, officers, directors, consultants and advisors are eligible to receive awards under the 2021 Plan.

The terms of awards, including vesting requirements, are determined by our board of directors, subject to the provisions of the 2021 Plan.

We initially registered 3,352,725 shares of common stock under the 2021 Plan, pursuant to a Registration Statement on Form S-8 filed with the SEC on April 30, 2021, which was comprised of (i) 2,843,116 shares of common stock reserved for issuance under the 2021 Plan, (ii) 31,884 shares of common stock originally reserved for issuance under the 2017 Plan that became available for issuance under the 2021 Plan upon the completion of the IPO, and (iii) 477,725 shares of unvested restricted stock subject to repurchase by us that may become issuable under the 2021 Stock Incentive Plan following such repurchase.

The 2021 Plan also provides that an additional number of shares will be added annually to the shares authorized for issuance under the 2021 Plan on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2022 and continuing until, and including, the fiscal year ended December 31, 2031.

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 the board of directors.

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As of December 31, 2025, there were 2,039,026 shares available for future issuance under the 2021 Plan.

Effective January 1, 2025, 2,241,357 additional shares were added to the shares authorized for future issuance under the 2021 Plan pursuant to the terms of the annual increase described above.

2021 Employee Stock Purchase Plan

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During the year ended December 31, 2024, 73,849 shares of our common stock were purchased by participants of the 2021 ESPP for total proceeds of $ 0.1 million.

Inducement Stock Option Awards

During the year ended December 31, 2025, we granted 201,720 Inducement Awards.

No Inducement Awards were granted during the year ended December 31, 2024.

The valuation assumptions and activity associated with Inducement Awards are included in the stock option activity described below.

Stock-Based Compensation Expense

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$ 6,245 $ 8,826

We may, at our discretion, repurchase unvested shares of restricted stock issued pursuant to the 2017 Plan at the initial purchase price if the employees or non-employees terminate their service relationship with us.

The shares are recorded in stockholders’ deficit as they vest.

As of December 31, 2023, all RSAs granted to employees or non-employees had become fully vested or had been previously forfeited.

No RSAs were granted during the year ended December 31, 2024.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSAs as of December 31, 2024.

The aggregate fair value of RSAs that vested during the year ended December 31, 2023, based upon the fair value of the stock underlying the RSAs on the day of vesting, was $ 0.2 million.

We have granted RSUs to our employees under the 2021 Plan.

The following table summarizes RSU activity during the year ended December 31, 2024:

Shares/Units Weighted-Average

Grant Date Fair

Value Per Share

Unvested at December 31, 2023 361,500 $ 3.92

( 356,500 ) $ 3.95

( 5,000 ) $ 2.45

Unvested at December 31, 2024 — $ —

As of December 31, 2024, there were no unvested RSUs.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of December 31, 2024.

The aggregate fair value of RSUs that vested during the year ended December 31, 2024, based upon the fair value of the stock underlying the RSUs on the day of vesting was $ 1.0 million.

As of December 31, 2024, all RSUs granted to employees or non-employees had become fully vested or had been previously forfeited.

No RSUs were granted during the year ended December 31, 2025.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of

December 31, 2025.

The aggregate fair value of RSUs that vested during the year ended December 31, 2024, based upon the fair value of the stock underlying the RSUs on the day of vesting was $ 1.0 million.

Stock Option Activity

During the year ended December 31, 2022, we granted performance-based stock options to certain executive officers for the purchase of an aggregate of 883,352 shares of common stock with a grant date fair value of $ 3.36 per share.

These stock options would have vested only upon achievement of specified performance targets related to certain business objectives prior to December 31, 2023.

These performance targets were not achieved, and accordingly these awards expired without vesting on December 31, 2023.

No stock-based compensation expense was recognized during the year ended December 31, 2023 based on our assessment about the probability that the performance targets would be achieved prior to expiration.

The fair value of stock options granted during the years ended December 31, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:

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( 1,070,756 ) $ 5.43

( 429,021 ) $ 4.98

Outstanding, December 31, 2025 9,954,872 $ 4.71 7.16 $ —

Exercisable at December 31, 2025 6,203,856 $ 6.19 6.26 $ —

The aggregate intrinsic fair value of stock options exercised during the years ended December 31, 2024 and 2023 were nominal for each year.

As of December 31, 2024, there was unrecognized stock-based compensation expense related to unvested stock options of $ 8.9 million, which we expect to recognize over a weighted-average period of approximately 2.2 years.

No stock options were exercised during the year ended December 31, 2025.

The aggregate intrinsic fair value of stock options exercised during the year ended December 31, 2024 was nominal .

As of December 31, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 5.4 million, which we expect to recognize over a weighted-average period of approximately 1.9 years.

Commitments and Contingencies

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The lease is subject to fixed-rate rent escalations and provided for $ 5.7 million in tenant improvements, which we fully utilized, and a term extension option, which was not reasonably certain of exercise.

We provided the landlord with a security deposit in the form of a letter of credit in the amount of $ 1.0 million upon signing, which is included in restricted cash and cash equivalents, net of current portion as of December 31, 2024 and 2023.

We provided the landlord with a security deposit in the form of a letter of credit in the amount of $ 1.0 million upon signing.

In May 2025, the letter of credit was reduced to $ 0.7 million in accordance with the terms of the lease.

The balance of the letter of credit is included in restricted cash and cash equivalents as of December 31, 2025 and 2024.

The following table summarizes operating lease costs:

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As of December 31, 2025, the future minimum lease payments due under our lease for each of the next five years ended December 31, and thereafter are as follows (in thousands):

Thereafter 1,102

Total future minimum lease payments 11,132

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Harpoon License

In March 2018, we entered into a Patent Assignment and License Agreement (the “Harpoon Agreement”) with Harpoon Therapeutics, Inc.

In March 2018, we entered into an Assignment and License Agreement (the “Harpoon Agreement”) with Harpoon Therapeutics, Inc.

(“Harpoon”), a clinical-stage immune-oncology company developing a novel class of T cell engagers to fight cancer and other diseases.

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In March 2018, we entered into a Development and Option Agreement (the “Adimab Agreement”) with Adimab LLC (“Adimab”), a company specializing in antibody discovery, humanization and optimization.

Under the terms of the Adimab

Agreement, Adimab granted us the rights to initiate certain research initiatives on a specified number of targets.

Under the terms of the Adimab Agreement, Adimab granted us the rights to initiate certain research initiatives on a specified number of targets.

Adimab also granted us a license to certain Adimab core technologies, antibodies and products applicable to certain targets (“Adimab License”).

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As of December 31, 2025, we have exercised the target option for one target covered under the Adimab Agreement.

As of December 31, 2024, we have not made any payments for clinical or sales-based milestones or royalties pursuant to the Adimab Agreement.

of December 31, 2025, we have not made any payments for clinical or sales-based milestones or royalties pursuant to the Adimab Agreement.

Adimab 2022 Collaboration

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During the years ended December 31, 2025 and 2024, we recorded no current or deferred income tax expenses or benefits as we have incurred losses since inception and have provided a full valuation allowance against our deferred tax assets.

A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to our effective income tax rate is as follows:

A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to our effective income tax rate after the adoption of ASU No.

2023-09 is as follows:

Year Ended December 31, 2025

Amount Percent

federal statutory income tax rate $ ( 12,773 ) 21.0 %

Nontaxable or nondeductible items

Stock-based compensation 442 ( 0.7 )

Limitation of executive compensation 165 ( 0.3 )

Other nontaxable or nondeductible items ( 425 ) 0.7

R&D tax credits ( 1,670 ) 2.8

Change in valuation allowance 14,345 ( 23.6 )

Other adjustments ( 84 ) 0.1

Effective income tax rate $ — 0.0 %

A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate to our effective income tax rate for the period prior to the adoption of ASU No.

2023-09 is as follows:

Year Ended December 31,

Income tax computed at federal statutory rate 21.0 %

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Permanent differences 0.5

Section 382 net operating loss adjustments 0.0 ( 20.2 )

Other 0.1 1.3

Effective income tax rate 0.0 %

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Deferred tax assets 2,061 2,572

2,572 — 3,201

Deferred tax liabilities:

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The Tax Cuts and Jobs Act (“TCJA”) requires taxpayers to capitalize and amortize research and experimental (“R&E”) expenditures under Section 174 for tax years beginning after December 31, 2021.

This rule became effective for us during 2022 and resulted in the capitalization of R&E expenditures of $ 50.2 million and $ 27.9 million during the years ended December 31, 2024 and 2023, respectively.

We amortize these costs for tax purposes over 5 years for research and development (“R&D”) performed in the U.S.

For tax years prior to the year ended December 31, 2025, we amortized these costs for tax purposes over 5 years for research and development (“R&D”) performed in the U.S.

and over 15 years for R&D performed outside the U.S.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The legislation includes significant corporate tax reforms, including the permanent reinstatement of the ability to deduct domestic R&D expenditures as incurred beginning in tax year 2025, replacing the previous requirement to amortize these such expenditures over 5 years.

The requirement to amortize R&D expenditure incurred outside the U.S.

over a period of 15 years was unchanged by the OBBBA.

With respect to domestic R&D expenditures capitalized prior to the enactment of the OBBBA, we have elected to amortize these costs for tax purposes at a rate of 50% of the total capitalized costs during the year ended December 31, 2025, and the remaining 50% is expected to be amortized during tax year 2026.

Following the enactment of the OBBBA, we capitalized R&E expenditures totaling $ 6.8 million during the year ended December 31, 2025.

Prior to the enactment of the OBBBA, we capitalized R&E expenditures totaling $ 50.2 million during the year ended December 31, 2024.

We evaluated the positive and negative evidence bearing upon our ability to realize the deferred tax assets as of December 31, 2025 and 2024.

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Accordingly, a full valuation allowance was established against the net deferred tax assets as of December 31, 2025 and 2024.

The valuation allowance increased by $ 20.7 million during the year ended December 31, 2024 primarily due to an increase in deferred tax assets related to capitalized R&E expenditures, and as the result of operating losses generated with no corresponding financial statement benefit.

The valuation allowance increased by $ 18.8 million during the year ended December 31, 2025 as the result of operating losses generated with no corresponding financial statement benefit and partially offset by a decrease in deferred assets related to capitalized R&E expenditures as a result of the enactment of the OBBBA described above.

These increases were offset by a decrease in deferred tax assets as the result of our Section 382 study that was completed for the period of January 22, 2018, through December 31, 2022, which resulted in limitations being identified on historical net operating losses and research and development tax credits.

We have incurred net operating losses since inception.

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We have not recorded any reserves for uncertain tax positions as of December 31, 2025 and 2024.

We have conducted a study of research and development tax credit for tax years 2018 through 2020.

We have conducted a study of research and development tax credits for tax years 2018 through 2020.

The amounts of federal and state research and development tax credit carryforwards presented above have reflected the results from the study.

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The term of the sublease agreement commenced in June 2022 and ended in March 2024, with no option to extend (see Note 11, Commitments and Contingencies ).

We received cash payments under our sublease of $ 0.4 million and $ 1.6 million during the years ended December 31, 2024 and 2023, respectively.

We received cash payments under our sublease of $ 0.4 million during the year ended December 31, 2024.

In addition, we received $ 0.2 million from Crossbow in June 2022 as a security deposit, which was remitted to Crossbow following the termination of the sublease.

The security deposit was included within accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2023.

Defined Contribution Benefit Plan

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We match 50 % of each participant’s contribution up to a maximum of 6 % of such participant’s eligible compensation paid in a calendar year.

During the years ended December 31, 2024 and 2023, we recognized expense of $ 0.3 million and $ 0.2 million related to matching contributions, respectively.

We recognized expenses of $ 0.3 million related to matching contributions during each of the years ended December 31, 2025 and 2024.

Net Loss Attributable to Common Stockholders per Share

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 weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive:

For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, the conversion option derivative under the K2HV Loan Agreement, common stock to be issued under the 2021 ESPP, and warrants to purchase common stock are considered to be potentially dilutive securities, however the following weighted-average

amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive:

Outstanding stock options 9,954,872 7,634,937

Unvested RSUs — 361,500

Warrants to purchase common stock — 58,904

2 unchanged sentences

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.

In computing diluted net loss per share, only potential shares of common stock equivalents that are dilutive are included.

We considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock equivalents are dilutive or anti-dilutive.

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 year ended December 31, 2024.

Pursuant to 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 due to the change in the fair value of the conversion option derivative liability under the K2HV Loan Agreement and the interest expense recognized during the period that is attributable to the portion of the term loan that is subject to the conversion option.

We also increased the denominator to include the weighted-average number of additional shares of common stock that would have been outstanding if the conversion option derivative under the K2HV Loan Agreement were converted at the inception of the K2HV Loan Agreement.

In computing diluted net loss per share, only potential shares of common stock that are dilutive are included.

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.

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 each period in net loss due to the change in the fair value of the conversion option derivative liability under the K2HV Loan Agreement and the interest expense recognized during each period that is attributable to the portion of the term loan that is subject to the conversion option.

The following table summarizes the computations of basic and diluted net loss per share as presented in our consolidated statements of operations:

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We have one reportable segment which focuses on the discovery and development of cancer therapeutics.

The segment derives its revenues from the Collaboration Agreement with Jazz (see Note 3, Jazz Collaboration and License Agreement ).

The segment derives its revenues from the Collaboration Agreement with Jazz (see Note 4, Collaboration and License Agreement ).

Our CODM manages our operations on an integrated basis for the purpose of allocating resources.

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.

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.

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 consolidated balance sheets.

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Collaboration revenue $ — $ 1,885

Manufacturing 19,759 10,521

Clinical development 19,187 16,361

1 unchanged sentence

General and administrative support 12,428 14,330

Manufacturing 8,523 19,759

Other segment expenses (a)

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Loss on extinguishment of debt — ( 553 )

Other income (expense), net 1,615 ( 1,142 )

Other income, net 2,021 1,615

Segment and consolidated net loss $ ( 60,822 ) $ ( 70,515 )

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Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2021, File No.

Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 27, 2023).

Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 13, 2025, File No.

Specimen Stock Certificate evidencing the shares of common stock of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No.

Description of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 24, 2022).

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024).

2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Amendment No.

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1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No.

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Ellen Lubman, M.B.A.

(incorporated by reference to Exhibit 10.19 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No.

Employment Agreement dated as of April 23, 2021, by and between the Registrant and Timothy W.

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Employment Agreement dated as of April 30, 2021 by and between the Registrant and Chulani Karunatilake (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2021, File No.

Collaboration and License Agreement, dated as of April 6, 2022, by and between the Registrant and Jazz Pharmaceuticals Ireland Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2022).

Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2024).

Loan and Security Agreement, dated as of May 2, 2024, by and among the Registrant, each other person party thereto as a borrower from time to time, each person party thereto as a guarantor from time to time, the lenders from time to time party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankur a Trust Company LLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024).

Employment Agreement dated as of April 3, 2025, by and between the Registrant and Steven Bloom (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2025, File No.

Amendment No.

1 to Employment Agreement dated as of September 9, 2025, by and between the Registrant and Chulani Karunatilake (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 4, 2025, File No.

Loan and Security Agreement, dated as of May 2, 2024, by and among the Registrant, each other person party thereto as a borrower from time to time, each person party thereto as a guarantor from time to time, the lenders from time to time party thereto, K2 HealthVentures LLC, as administrative agent for the lenders, and Ankura Trust Company LLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2024, File No.

First Amendment to Lease dated as of December 31, 2024 by and between the Registrant and ARE-MA Region No.

Non-Employee Director Compensation Policy.

Insider Trading Policy

75, LLC (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2025, File No.

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 8, 2025, File No.

Form of Inducement Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on May 8, 2025, File No.

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 11, 2025, File No.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, Registration No.

1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on April 26, 2021, File No.

Consent of Ernst & Young LLP, Independent Registered Accounting Firm.

3 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Dodd-Frank Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2024).

Dodd-Frank Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2024, File No.

101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

21 unchanged sentences

Hicklin, Ph.D.

/s/ Timothy W.

Trost Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

March 11, 2025

/s/ Michael Urban Vice President of Finance and Corporate Controller (Principal Financial and Accounting Officer) March 27, 2026

Michael Urban

/s/ Luke Evnin

5 unchanged sentences

Meeta Chatterjee, Ph.D.

/s/ Derek DiRocco Director March 11, 2025

Derek DiRocco, Ph.D.

/s/ Alon Lazarus Director March 11, 2025

Alon Lazarus, Ph.D.

/s/ Briggs W.

6 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.

What changed 10-K

Item 9A. Controls and Procedures