What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-04 · 168 added, 229 removed, 313 unchanged (56% of the section changed)

3 unchanged sentences

(amounts in thousands, except share and per share amounts)

September 30,

2026 December 31,

6 unchanged sentences

Property and equipment, net

Restricted cash and cash equivalents

Restricted cash and cash equivalents, net of current portion

Operating lease right of use asset

6 unchanged sentences

Operating lease liability, current

Note payable, current

Note payable, net of discount and issuance costs

28,831 28,236

Total current liabilities

1 unchanged sentence

Operating lease liability, net of current portion

Note payable, net of discount, issuance costs, and current portion 21,656 26,095

Derivative liability 85 759

3 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

no shares issued or outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of September 30, 2025 and December 31, 2024;

47,273,685 and 44,827,159 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

no shares issued or outstanding as of March 31, 2026 and December 31, 2025

Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

48,596,817 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

11 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Collaboration revenue $ — $ — $ — $ 1,885

Operating expenses:

2 unchanged sentences

General and administrative

4,092 4,596 13,362 14,424

Total operating expenses

2 unchanged sentences

( 13,271 ) ( 17,991 )

Other (expense) income:

Other expense:

Interest income 433 997

Interest expense ( 1,368 ) ( 1,263 )

Loss on extinguishment of debt — — — ( 553 )

Other income, net 674 168

Total other (expense) income ( 644 ) 451 ( 1,182 ) 3,131

Total other expense ( 261 ) ( 98 )

$ ( 13,532 ) $ ( 18,089 )

18 unchanged sentences

Balance at March 31, 2026 48,596,817 $ 5 $ 501,139 $ ( 488,942 ) $ 12,202

Issuance of common stock from at the market offering, net of issuance costs of $ 255

421,766 — 305 — 305

Issuance of common stock, net 86,340 — 41 — 41

Stock-based compensation expense — — 1,793 — 1,793

— — — ( 17,982 ) ( 17,982 )

Balance at June 30, 2025 45,335,265 5 492,118 ( 450,659 ) 41,464

Issuance of common stock from at the market offering, net of issuance costs of $ 179

1,938,420 — 3,287 — 3,287

Stock-based compensation expense — — 1,233 — 1,233

— — — ( 16,370 ) ( 16,370 )

Balance at September 30, 2025 47,273,685 $ 5 $ 496,638 $ ( 467,029 ) $ 29,614

Additional Paid-in Capital

2 unchanged sentences

Balance at December 31, 2024 44,827,159 $ 5 $ 487,973 $ ( 414,588 ) $ 73,390

Issuance of common stock from at the market offering, net of issuance costs of $ 985

4,169,324 — 20,089 — 20,089

Stock-based compensation expense — — 2,006 — 2,006

Stock option exercises 5,999 — 12 — 12

— — — ( 18,089 ) ( 18,089 )

Balance at March 31, 2025 44,827,159 $ 5 $ 489,979 $ ( 432,677 ) $ 57,307

Issuance of common stock from at the market offering, net of issuance costs of $ 61

172,996 — 1,002 — 1,002

Issuance of common stock, net 246,680 — 76 — 76

Stock-based compensation expense — — 2,602 — 2,602

Stock option exercises 100 — — — —

— — — ( 17,249 ) ( 17,249 )

Balance at June 30, 2024 43,702,147 4 481,529 ( 377,515 ) 104,018

Issuance of common stock from at the market offering, net of issuance costs of $ 50

8,500 — — — —

Stock-based compensation expense — — 2,011 — 2,011

Stock option exercises 11,125 — 23 — 23

— — — ( 16,673 ) ( 16,673 )

Balance at September 30, 2024 43,721,772 $ 4 $ 483,563 $ ( 394,188 ) $ 89,379

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

2 unchanged sentences

(amounts in thousands)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

5 unchanged sentences

Non-cash lease expense

Loss on extinguishment of debt — 553

Change in fair value of derivative liability

2 unchanged sentences

Prepaid expenses and other assets

Other receivables — 886

Accounts payable, accrued expenses and other liabilities

1,923 ( 3,366 )

Deferred revenue — ( 1,340 )

Operating lease liability

2 unchanged sentences

( 10,597 ) ( 18,948 )

Investing activities:

Purchases of property and equipment

Net cash used in investing activities

Financing activities:

Proceeds from at the market offering of common stock, net of issuance costs 3,621 21,095

Proceeds from drawdown of term loans — 30,000

Payment of debt issuance costs — ( 673 )

Repayment of term loan — ( 40,000 )

Proceeds from issuances under Employee Stock Purchase Plan

Proceeds from stock option exercises

Net cash provided by financing activities

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

7 unchanged sentences

$ 46,450 $ 92,042

Restricted cash and cash equivalents

Prepaid expenses and other current assets 904 334

Restricted cash and cash equivalents, net of current portion

Total cash, cash equivalents and restricted cash and cash equivalents $ 47,354 $ 93,267

2 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Purchases of property and equipment in accounts payable and accrued expenses $ — $ 124

Issuance costs in accounts payable and accrued expenses

Fair value of derivative liability issued with term loan $ — $ 4,450

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

4 unchanged sentences

was incorporated in the state of Delaware in October 2017.

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

As used throughout these unaudited, condensed consolidated financial statements, the terms “Werewolf,” the “Company,” “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 and other immune-mediated conditions.

12 unchanged sentences

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

We had cash and cash equivalents of $ 65.7 million at September 30, 2025.

We expect to incur substantial operating losses and negative cash flows from operations for the foreseeable future.

Our ability to maintain ongoing operations is dependent upon our ability to obtain additional financing, as to which we can make no assurance.

These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements are issued in this Form 10-Q.

We are currently evaluating plans to mitigate the conditions which raise substantial doubt about our ability to continue as a going concern.

We will be required to raise additional funds through an additional public equity financing, establish collaborations with or license our technology to other companies, or seek alternative means of financial support in order to continue to fund our operations in the future.

There can be no assurance, however, that additional fundraising will be successful and available on terms acceptable to us, or at all.

If we are unable to raise capital when needed or on acceptable terms, we may be forced to delay, reduce, or eliminate certain costs related to our operations and research and development programs.

Strategic Review and Liquidity

In February 2026, we adopted a restructuring plan to extend our capital resources (the “2026 Restructuring”) 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 include the asset purchase agreement described in Note 12, and may also include, among other options, a sale of 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 2026 Restructuring, 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.

See Note 11 for further discussion of the impact of the 2026 Restructuring.

We had cash and cash equivalents of $ 46.5 million at March 31, 2026.

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

We expect to incur substantial operating losses and negative cash flows from operations for the foreseeable future as we continue to execute on our strategic review process.

Our ability to maintain ongoing operations is dependent on our ability to obtain additional financing, as to which we can make no assurance.

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 condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the ordinary course of business.

2 unchanged sentences

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.

The accompanying condensed consolidated financial statements as of March 31, 2026 and December 31, 2025, and for the three months ended March 31, 2026 and 2025, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of our financial position and results of our operations, as of and for the periods presented.

In the opinion of management, these condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation

of our financial position and results of our operations, as of and for the periods presented.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 27, 2026 (the “2025 Annual Report”).

The information presented in the condensed consolidated financial statements and related notes as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, is unaudited.

The information presented in the condensed consolidated financial statements and related notes as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, is unaudited.

The December 31, 2025 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

Interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.

Interim results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026, or any future period.

The accompanying condensed consolidated financial statements include the accounts of Werewolf Therapeutics, Inc.

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Summary of Significant Accounting Policies

The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in our audited financial statements as of and for the year ended December 31, 2024, and the notes thereto, which are included in the 2024 Annual Report.

Other than as set forth below there have been no material changes in our significant accounting policies during the nine months ended September 30, 2025.

The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in our audited financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in our 2025 Annual Report.

Other than as set forth below, there have been no material changes in our significant accounting policies during the three months ended March 31, 2026.

Use of Estimates

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 condensed 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 condensed 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.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU No.

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

We adopted ASU No.

2023-09 on January 1, 2025.

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

Recent Accounting Pronouncements

8 unchanged sentences

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 condensed consolidated financial statements, we did not identify any subsequent events that require adjustment or disclosure in the condensed consolidated financial statements.

Collaboration and License Agreement

A detailed description of the contractual terms and our accounting for our exclusive global collaboration and license agreement (the “Collaboration Agreement”) with Jazz Pharmaceuticals Ireland Limited ("Jazz") is included in our audited financial statements and notes in the 2024 Annual Report.

In June 2024, we executed a transfer agreement (the “Transfer Agreement”) to assign our rights in a development agreement with a contract manufacturer of our interferon alpha INDUKINE molecule JZP898 to Jazz.

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

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

As a result, all remaining deferred revenue related to the Collaboration Agreement had been recognized upon execution of the Transfer Agreement.

Revenue recognized during the nine months ended September 30, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023.

At the end of each reporting period, we re-evaluate our estimate of the transaction price associated with the Collaboration Agreement and determine if variable consideration previously excluded from the transaction should be included in the transaction price based on changes in circumstances, if any.

During the nine months ended September 30, 2025 and 2024, we did not recognize any adjustments to the transaction price associated with variable consideration previously excluded from the transaction price.

As of September 30, 2025, we have not received any royalty payments under the Collaboration Agreement.

Other than as described in Note 12, we did not identify any subsequent events that require adjustment or disclosure in the condensed consolidated financial statements.

Financial Instruments and Fair Value Measurements

Our assets that are required to be measured at fair value on a recurring basis consist of money market funds, classified as cash, cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Our liabilities that are required to be measured at fair value on a recurring basis consist of a derivative liability pursuant to a loan and security agreement (the “K2HV Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) (see Note 6, Term Loan ) on our condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024.

Our assets that are required to be measured at fair value on a recurring basis consist of money market funds classified as cash and cash equivalents on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature.

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 were as follows:

Level 1 Level 2

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 were as follows:

(in thousands)

7 unchanged sentences

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)

6 unchanged sentences

$ — $ — $ 759 $ 759

There were no changes in valuation techniques used during the three or nine months ended September 30, 2025.

There were no changes in valuation techniques used during the three months ended March 31, 2026.

Derivative Liability

In May 2024, we entered into the K2HV Loan Agreement, as further described in Note 6, which provides up to $ 60.0 million principal in term loans.

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 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 condensed consolidated statements of operations.

In May 2024, we entered into the K2HV Loan Agreement, as further described in Note 6, which provided up to $ 60.0 million principal in term loans.

Pursuant to the terms of the K2HV Loan Agreement, the lenders thereto could 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 were required to be bifurcated as a single compound embedded derivative carried at fair value, with subsequent changes in fair value recognized in the condensed consolidated statements of operations.

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

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

Balance at beginning of period $ 759 $ 2,829

Fair value of derivative liability at issuance of term loan

Change in fair value ( 674 ) ( 171 )

1 unchanged sentence

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

We recognized a nominal gain on the change in fair value of the derivative liability during the three months ended September 30, 2025 and a gain of $ 0.1 million during the three months ended September 30, 2024.

We recognized gains of $ 0.2 million and $ 1.7 million related to the change in fair value of the derivative liability during the nine months ended September 30, 2025 and 2024, respectively.

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

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan as of September 30, 2025 and December 31, 2024 is as follows:

September 30,

We recognized gains of $ 0.7 million and $ 0.2 million related to change in fair value of the derivative liability during the three months ended March 31, 2026 and 2025, respectively.

The fair value of the derivative liability in the term loan was estimated using the Monte Carlo and the Black-Scholes models, each weighted based on the probable outcomes of various scenarios.

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:

2026 December 31,

4 unchanged sentences

Dividend yield (continuous) — % — %

On May 6, 2026, we repaid all amounts owed under the K2HV Loan Agreement, as described further in Note 12.

No portion of the Fixed Price Conversion or the Variable Price Conversion had been exercised prior to the repayment of the term loans.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were comprised as follows:

September 30,

2026 December 31,

(in thousands)

Professional fees $ 1,719 $ 1,388

Contract research 1,633 2,376

Restructuring costs 443 —

Accrued interest 266 266

Employee compensation and benefits 190 302

Manufacturing 50 928

Professional fees 864 747

Accrued interest 258 266

Other 214 147

1 unchanged sentence

$ 4,515 $ 5,407

PWB Loan Agreement

In April 2022, we entered into a Loan Agreement (the “PWB Loan Agreement”) with Pacific Western Bank (“PWB”), and subsequently drew down an aggregate of $ 40.0 million in term loans.

The term loans accrued interest on the outstanding daily balance at a floating annual rate equal to greater of (i) 0.5 % above the prime rate then in effect or (ii) 4.5 %.

If the prime rate changed throughout the term, the interest rate would have been adjusted effective on the date of the prime rate change.

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 during the nine months ended September 30, 2024.

In May 2024, we repaid all amounts outstanding under the PWB Loan Agreement, using $ 29.5 million in net loan proceeds received under the K2HV Loan Agreement, as described below, together with $ 10.5 million in existing cash.

We recognized a total loss on extinguishment of debt in the amount of $ 0.6 million during the second quarter of 2024 primarily due to the write off of unamortized debt issuance costs.

K2HV Loan Agreement

In May 2024, we, as borrower, entered into the K2HV Loan Agreement with K2HV (together with any other lender from time to time, the “Lenders”);

K2HV, as administrative agent for the Lenders;

and Ankura Trust Company, LLC, as collateral trustee for the Lenders.

The K2HV Loan Agreement provides up to $ 60.0 million principal in term loans.

K2HV, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”);

and Ankura Trust Company, LLC, as collateral trustee for the Lenders (the “Collateral Trustee”).

The K2HV Loan Agreement provided up to $ 60.0 million principal in term loans.

We received $ 30.0 million in gross loan proceeds at closing;

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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.

The Final Fee is being accreted to interest expense using the effective interest method over the life of the debt.

The Lenders may elect prior to the full repayment of the term loans to convert up to $ 5.0 million of outstanding principal of the term loans into shares of our common stock, pursuant to the Fixed Price Conversion or the Variable Price Conversion, subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations.

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, 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 condensed consolidated statements of operations.

A fourth tranche commitment of up to $ 20.0 million was available to be drawn 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.

Our ability to draw upon the fourth tranche commitment expired on May 1, 2026 without being drawn upon.

The term loan was scheduled to mature on May 1, 2028, and we were 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 bore 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 could 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 were entitled and certain notice requirements.

We were 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.

The Final Fee was being accreted to interest expense using the effective interest method over the life of the debt.

The Lenders had the option, prior to the full repayment of the term loans, to convert up to $ 5.0 million of outstanding principal of the term loans into shares of our common stock, pursuant to the Fixed Price Conversion or the Variable Price Conversion,

subject to customary adjustments and 9.99 % and 19.99 % beneficial ownership limitations.

There would have been 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 were required to be bifurcated as an embedded derivative under ASC Topic 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 condensed consolidated statements of operations.

See Note 4 for further discussion on this derivative instrument.

As security for our obligations under the K2HV Loan Agreement, we granted the Lenders a first priority security interest on substantially all of our assets (other than intellectual property), subject to certain exceptions.

The K2HV Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, dispose of assets, make changes to our business, management, ownership or business locations, merge or consolidate, incur additional indebtedness, incur additional liens, pay dividends or other distributions or repurchase equity, make investments, and enter into certain transactions with affiliates, in each case subject to certain exceptions.

Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % per annum may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the K2HV Loan Agreement and under applicable law.

As of September 30, 2025, we are in compliance with all covenants.

The K2HV Loan Agreement contained customary representations and warranties, events of default and affirmative and negative covenants, including covenants that limited or restricted our ability to, among other things, dispose of assets, make changes to our business, management, ownership or business locations, merge or consolidate, incur additional indebtedness, incur additional liens, pay dividends or other distributions or repurchase equity, make investments, and enter into certain transactions with affiliates, in each case subject to certain exceptions.

Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % per annum may have been applied to the outstanding loan balances, and the Lenders may have declared all outstanding obligations immediately due and payable and exercised all of their rights and remedies as set forth in the K2HV Loan Agreement and under applicable law.

As of March 31, 2026, we were in compliance with all covenants.

Subject to certain conditions, we granted the Lenders the right, prior to repayment of the term loans, to invest up to $ 5.0 million in the aggregate in future offerings of capital stock, at market terms, subject to certain exceptions and conditions.

We incurred debt issuance costs of $ 0.7 million in connection with the term loans, composed of the facility fee of $ 0.4 million and other expenses paid to the Lenders of $ 0.2 million and external legal fees of $ 0.1 million.

These debt issuance costs, together with the fair value of the embedded derivative of $ 4.5 million at inception of the K2HV Loan Agreement, resulted in a debt discount of $ 5.1 million which is being amortized to interest expense over the term of the K2HV Loan Agreement using the effective interest method.

As of September 30, 2025, the fair value of the term loan was estimated to be approximately $ 28.9 million.

These debt issuance costs, together with the fair value of the embedded derivative of $ 4.5 million at inception of the K2HV Loan Agreement, resulted in a debt discount of $ 5.1 million which was being amortized to interest expense over the term of the K2HV Loan Agreement using the effective interest method.

As of March 31, 2026, the fair value of the term loan was estimated to be approximately $ 29.7 million.

The fair value was measured using a discounted cash flow analysis, specifically the yield method, which requires the use of Level 3 inputs in the fair value hierarchy.

The outstanding term loans payable consists of the following:

September 30,

2026 December 31,

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Net carrying amount of note payable $ 28,831 $ 28,236

current portion of note payable ( 6,000 ) —

Note payable, net, less current portion $ 21,656 $ 26,095

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

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

$ 790 $ 790 $ 2,344 $ 1,305

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

551 454 1,561 740

Total interest expense on effective rate ( 19.24 %)

$ 1,368 $ 1,263

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

2025 (remaining as of September 30, 2025)

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

Principal Payments and Final Fee

(in thousands)

2026 (remaining as of March 31, 2026)

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 March 31, 2026 and December 31, 2025 given the potential that the loan may be repaid in the subsequent twelve months of each period.

On May 6, 2026, we entered into a letter agreement discussed in more detail in Note 12, that resulted in the satisfaction of all obligations under the K2HV Loan Agreement.

Common and Preferred Stock

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Common stockholders are entitled to dividends if and when declared by our board of directors.

As of September 30, 2025, no dividends on common stock had been declared by us.

As of March 31, 2026, no dividends on common stock had been declared by us.

On May 10, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), pursuant to which we are entitled to offer and sell shares of our common stock (the “ATM Offering”).

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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.

During the nine months ended September 30, 2025, we sold 2,360,186 shares of our common stock at an average price of $ 1.71 per share for net proceeds of $ 3.6 million after deducting sales commissions and offering expenses.

During the nine months ended September 30, 2024, we sold 4,350,820 shares of our common stock at an average price of $ 5.10 per share for net proceeds of $ 21.1 million after deducting sales commissions and offering expenses.

As of March 31, 2026, we remain subject to the Baby Shelf Limitation.

During the three months ended March 31, 2026 and 2025, we did not sell any shares of our common stock under the ATM Offering.

We have reserved shares of common stock for issuance as follows:

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Shares reserved for exercises of outstanding stock options

8,440,233 9,954,872

Shares reserved for exercises of warrants

Shares reserved for issuance under the 2021 Employee Stock Purchase Plan

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We are authorized to issue 5,000,000 shares of undesignated preferred stock in one or more series.

As of September 30, 2025, no shares of preferred stock were issued or outstanding.

As of March 31, 2026, no shares of preferred stock were issued or outstanding.

Stock-based Compensation

2017 Stock Incentive Plan

In December 2017, we adopted the 2017 Stock Incentive Plan (the “2017 Plan”), as amended and restated, under which we could grant incentive stock options (“ISOs”), non-qualified stock options, restricted stock awards (“RSAs”), restricted stock units (“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, were 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, restricted stock awards (“RSAs”), restricted stock units (“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.

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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 ending 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 our board of directors.

As of September 30, 2025, a cumulative total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.

The number of shares added each year will be equal to the lesser of (i) 5 %

of the number of shares of outstanding common stock on such date and (ii) such amount as determined by our board of directors.

As of March 31, 2026, a cumulative total of 9,582,699 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.

2021 Employee Stock Purchase Plan

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The purchase price of each of the shares purchased, in a given purchase period, will be equal to 85 % of the lesser of the closing price of a share of our common stock on (i) the first day of the offering period, or (ii) the last day of the offering period.

During the nine months ended September 30, 2025 and 2024, 39,853 shares and 35,180 shares of our common stock, respectively, were purchased by participants of the 2021 ESPP.

Inducement Stock Option Awards

We may grant inducement equity awards in the form of non-qualified stock options to purchase shares of our common stock to newly hired employees pursuant to Nasdaq Listing Rule 5635(c)(4) (“Inducement Awards”).

During the nine months ended

September 30, 2025 we granted 201,720 Inducement Awards.

No Inducement Awards were granted during the nine months ended September 30, 2024.

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

During the three months ended March 31, 2026 and 2025, no shares of our common stock were purchased by participants of the 2021 ESPP.

Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows:

Total stock-based compensation expense recognized in our condensed consolidated statements of operations was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

2 unchanged sentences

General and administrative

648 1,035 2,419 3,244

Total stock-based compensation

$ 929 $ 2,006

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

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 nine months ended September 30, 2025.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of September 30, 2025.

The aggregate fair value of RSUs that vested during the nine months ended September 30, 2024, was $ 0.7 million based upon the fair value of the stock underlying the RSUs on the day of vesting.

No RSUs vested during the three months ended September 30, 2024.

As part of the severance benefits offered to former employees impacted by the 2026 Restructuring described in Note 2 (the “Former Employees”), the forfeiture conditions of outstanding stock options belonging to the Former Employees were modified such that the Former Employees will retain their rights to exercise their stock options through the original expiration dates of each respective stock option to the extent that such stock options had become vested at the time that the Former Employees’ employment with us was terminated.

Absent this modification, the impacted stock options would have been forfeited by the Former Employees after a period of 90 days following the termination of their employment with us, if not exercised sooner.

The expiration date for all stock options impacted by this modification will occur on the tenth anniversary of the grant date of each respective stock option.

For the three months ended March 31, 2026, the stock-based compensation expense above includes $ 0.6 million of expense recognized as a one-time charge related to this modification.

Stock Option Activity

The fair value of stock options granted during the three and nine months ended September 30, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

No stock options were granted during the three months ended March 31, 2026.

The fair value of stock options granted during the three months ended March 31, 2025 was calculated on the date of grant using the following weighted-average assumptions:

Risk-free interest rate

3.9 % 4.3 % 4.4 % 4.0 %

Expected term (in years)

5.5 6.0 5.9 6.0

Expected annual dividend yield

— % — % — % — %

Expected volatility

96.9 % 91.9 % 95.4 % 92.6 %

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended September 30, 2025 and 2024 was $ 0.81 and $ 1.76 per share, respectively.

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2025 and 2024 was $ 1.16 and $ 3.57 per share, respectively.

The following table summarizes stock option activity during the nine months ended September 30, 2025:

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended March 31, 2025 was $ 1.22 per share.

The following table summarizes stock option activity during the three months ended March 31, 2026:

Options Outstanding

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( 1,514,639 ) $ 2.38

( 834,315 ) $ 4.49

Outstanding at September 30, 2025 10,191,313 $ 4.80 7.31 $ 1.7

Exercisable at September 30, 2025 5,948,176 $ 6.55 6.20 $ 0.3

No stock options were exercised during the three and nine months ended September 30, 2025.

The aggregate intrinsic fair value of stock options exercised during the three and nine months ended September 30, 2024 was nominal for each period.

As of September 30, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 6.6 million, which we expect to recognize over a weighted-average period of approximately 2.0 years.

Related Parties

In May 2022, we entered into a sublease agreement with Crossbow Therapeutics, Inc.

(“Crossbow”), for which entities affiliated with MPM Capital (“MPM Capital”) are also beneficial owners, to sublease the entirety of our office and laboratory space in Cambridge, Massachusetts.

Luke Evnin, Ph.D., the chair of our board of directors, co-founded MPM Capital and serves as Managing Director of MPM Capital.

Briggs Morrison, who serves on our board of directors, serves as Executive Partner of MPM Capital and Chief Executive Officer of Crossbow.

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

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.

Outstanding at March 31, 2026 8,440,233 $ 5.13 6.66 $ —

Exercisable at March 31, 2026 6,600,515 $ 5.97 6.15 $ —

No stock options were exercised during the three months ended March 31, 2026 and 2025.

As of March 31, 2026, we had unrecognized stock-based compensation expense related to unvested stock options of $ 2.6 million, which we expect to recognize over a weighted-average period of approximately 1.9 years.

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;

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, and warrants to purchase common stock are considered to be potentially dilutive securities;

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

September 30,

Outstanding stock options

8,440,233 10,282,640

Unvested RSUs — 145,000

Warrants to purchase common stock

1 unchanged sentence

8,456,461 10,420,984

As described below, the conversion option derivative under the K2HV Loan Agreement was determined to be dilutive for the nine months ended September 30, 2024.

However, the effect of the conversion option derivative would have been anti-dilutive for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.

Accordingly, we have excluded 791,364 shares of common stock equivalents that are available to be issued in conjunction with the conversion option derivative from the calculation of diluted net loss attributable to common stockholders per share for the three and nine months ended September 30, 2025 and the three months ended September 30, 2024.

As described below, the conversion option derivative under the K2HV Loan Agreement was determined to be dilutive for the three months ended March 31, 2026.

For the three months ended March 31, 2025, the effect of the conversion option derivative would have been anti-dilutive.

Accordingly, for the three months ended March 31, 2025, we have excluded 791,364 shares of common stock equivalents that are available to be issued in conjunction with the conversion option derivative from the calculation of diluted net loss attributable to common stockholders per share.

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.

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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.

We made such determination in sequence from the most dilutive to the least dilutive and concluded that the conversion option derivative under the K2HV Loan Agreement is dilutive to net loss per share for the nine months ended September 30, 2024.

Pursuant to FASB ASC Topic 260, Earnings Per Share , we applied the if-converted method to determine the effect of the conversion option derivative under the K2HV Loan Agreement on the diluted earnings per share calculations.

Pursuant to such method, we adjusted the numerator for the gain recognized during the period in net loss from the conversion option derivative under the K2HV Loan Agreement and increased the denominator to include the number of additional shares of common stock that would have been outstanding if the conversion option derivative under the K2HV Loan Agreement were converted as of the beginning the period.

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

2025 2024 2025 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 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 beginning of the period.

Three Months Ended March 31,

(in thousands)

Net loss $ ( 13,532 ) $ ( 18,089 )

change in fair value of derivative liability

— — — ( 1,715 )

interest expense on converted term loan

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Dilutive effect of common stock issuable from assumed conversion of convertible term loan

— — — 439,005

Weighted-average common stock outstanding, diluted 49,388,181 44,827,159

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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, Collaboration and License Agreement ).

Our chief operating decision maker (“CODM”) manages our operations on an integrated basis for the purpose of allocating resources.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

Collaboration revenue

$ — $ — $ — $ 1,885

Clinical development 5,802 4,162 15,841 12,574

General and administrative support $ 4,572 $ 3,823

Clinical development 3,643 4,329

Research and discovery 2,155 3,319

1 unchanged sentence

Other segment expenses (a)

1,635 2,465 6,266 8,290

Interest income 433 997

Interest expense ( 1,368 ) ( 1,263 )

Loss on extinguishment of debt — — — ( 553 )

Other income, net 674 168

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(a) Other segment expenses includes non-cash expenses for stock-based compensation and depreciation expenses.

Restructuring

In February 2026, we initiated a strategic review process and the 2026 Restructuring.

The 2026 Restructuring is expected to be completed by the end of 2026.

We estimate that we will incur approximately $ 6.4 million in costs associated with the 2026 Restructuring, consisting of severance payments, retention bonuses, employee benefits and related taxes, stock-based compensation, and contract termination costs.

Our estimate of costs we expect to incur and the expected timing of when the 2026 Restructuring will be

completed are subject to a number of assumptions, and actual results may differ.

We may also incur additional costs, including, but not limited to, potential impairment charges and debt extinguishment costs related to the subsequent events described in Note 12, and other events not currently contemplated that may occur as a result of, or that are associated with the 2026 Restructuring.

The following table summarizes the restructuring costs incurred and the total estimated costs expected to be incurred in connection with the 2026 Restructuring:

Three Months Ended March 31, 2026 Cumulative Costs to Date

Total Estimated Costs

(in thousands)

Employee severance, benefits and related taxes

$ 2,557 $ 2,557 $ 2,557

Employee retention bonuses, benefits and related taxes

783 783 2,865

Stock-based compensation

Contract termination costs

Total restructuring costs

$ 4,305 $ 4,305 $ 6,387

Total restructuring costs recognized in our condensed consolidated statements of operations were as follows:

Three Months Ended March 31,

(in thousands)

Research and development $ 3,058 $ —

General and administrative 1,247 —

Total restructuring costs

Accrued restructuring costs, which are included in accrued expenses and other current liabilities on our condensed consolidated balance sheets, were as follows:

Three Months Ended March 31,

(in thousands)

Balance at beginning of period

Restructuring costs recognized during the period

Cash payments made during the period

Employee retention bonuses paid in advance

Non-cash charges recognized during the period

Balance at end of period

Subsequent Events

Asset Purchase Agreement;

Termination of Collaboration Agreement

On May 6, 2026 (the “Closing”), we entered into an asset purchase agreement (the “Purchase Agreement”) with Jazz Pharmaceuticals Ireland Limited, a corporation organized under the laws of Ireland (“Jazz”).

In April 2022, we entered into a global collaboration and license agreement (the “Collaboration Agreement”) with Jazz under which Jazz acquired exclusive global development and commercialization rights to JZP898, as well as products containing certain isolated recombinant polypeptides comprising IFNα that meet specified criteria (each such product, a Licensed Product).

Subject to the terms and conditions of the Purchase Agreement, we sold to Jazz (the “Asset Sale”) its program (the “898 Program”) for the development, manufacturing, commercialization, use and other exploitation of the Licensed Product.

Pursuant to the Purchase Agreement and related ancillary agreements, in consideration for the Transferred Assets, Jazz paid to us upfront consideration of $ 21.0 million, and has agreed to pay an additional $ 2.0 million upon the consent to the partial assignment a certain license agreement, as and to the extent such agreement relates to the conduct of the 898 Program.

Jazz also assumed certain liabilities of ours relating to the 898 Program arising after the Closing.

The Purchase Agreement contains customary representations, warranties and covenants of each of us and Jazz.

The Purchase Agreement further provides that, subject to certain limitations, we and Jazz will each indemnify the other for certain losses arising from such breaches of representations, warranties and covenants and liabilities allocated to such party pursuant to the terms of the Purchase Agreement.

In addition, the Purchase Agreement contains a non-competition covenant pursuant to which we agreed not to exploit any IFNα or variant thereof, or any product containing any IFNα or variant thereof, for a period of eighteen ( 18 ) months after the Closing, subject to customary exceptions for change of control transactions.

Effective as of the Closing, the Collaboration Agreement was terminated.

Loan Repayment

On May 6, 2026, we entered into a letter agreement providing for the repayment by us of all amounts owed under the K2HV Loan Agreement.

On May 6, 2026, upon payment by us of approximately $ 31.4 million, all of our indebtedness and obligations to the Collateral Trustee and the Lenders under the K2HV Loan Agreement and any other related loan and collateral security documents was deemed paid and discharged in full.

Lease Termination

On May 7, 2026, we entered into an Agreement for Termination of Lease and Voluntary Surrender of Premises (the “Lease Termination”) with ARE-770/784/790 Memorial Drive, LLC (the “Landlord”), pursuant to which we and the Landlord agreed to terminate that certain lease, dated June 1, 2021, as amended, by and between us and the Landlord (the “Lease”), effective October 31, 2026 or such sooner date as a party provides notices in accordance with the Lease Termination (the “Lease Termination Date”).

Under the Lease, we leased approximately 25,778 square feet of space, consisting of the entire building located at 200 Talcott Avenue, Watertown, Massachusetts.

Pursuant to the Lease Termination, we will pay the Landlord an aggregate termination fee of $ 2.7 million, which shall represent full satisfaction of all remaining payments and other financial obligations due from us to the Landlord under the Lease including, without limitation, Base Rent (as defined in the Lease) for the months of May 2026 through October 2026.

We will have no further rent obligations to the Landlord pursuant to the Lease after the Lease Termination Date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements