Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report, management performed, with the participation of our principal executive and principal financial officers, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive and principal financial officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control Integrated Framework (“2013 Framework”). Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective based on those criteria. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Attestation Report of the Registered Public Accounting Firm
As a smaller reporting company, we are not required to provide an attestation report of our registered public accounting firm regarding internal control over financial reporting for the fiscal year ended December 31, 2025 or thereafter, until such time as we are no longer eligible for the exemption for smaller reporting companies set forth within the Sarbanes-Oxley Act of 2002.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Rule 10b5-1 Trading Plans
None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2025.
Item 9C. Disclosure Regarding For eign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, E xecutive Officers and Corporate Governance.
Executive Officers and Directors
The following table sets forth the names, ages and positions of our executive officers and directors as of March 16, 2026:
Name
Age
Position
Executive Officers:
Mark Iwicki
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Chief Executive Officer and Director
Chris Cabell, M.D.
57
President and Head of Research and Development
David McIntyre
55
Chief Financial Officer
Non-Employee Directors:
Amit Munshi (1)(3)
57
Director
Roberto Bellini (7)
46
Director
Arvind Kush (5)(3)
43
Director
David Canner, Ph.D. (4)
38
Director
Dennis Berman (2)(6)
75
Director
Vincent Aurentz (2)(4)
58
Director
(1) Chairperson of the Board of Directors
(2) Member of the audit committee
(3) Member of the compensation committee
(4) Member of the corporate governance and nominating committee
(5) Chair of audit committee
(6) Chair of compensation committee
(7) Chair of corporate governance and nominating committee
Executive Officers
Mark Iwicki has served as our Chief Executive Officer and a member of our Board of Directors since February 2025. Mr. Iwicki previously served as Chief Executive Officer of KALA BIO, Inc. (NASDAQ: KALA), a clinical-stage biopharmaceutical company, from September 2015 to February 2025, where he served as President from August 2017 to December 2021 and as Executive Chair of the board of directors from April 2015 to September 2015. From January 2014 to November 2014, Mr. Iwicki served as President and Chief Executive Officer of Civitas Therapeutics, Inc., a biopharmaceutical company. From December 2012 to January 2014, Mr. Iwicki served as President and Chief Executive Officer at Blend Therapeutics, Inc., a biopharmaceutical company. From October 2007 to June 2012, Mr. Iwicki served in several roles, including Chief Commercial Officer, President and Chief Operating Officer and Director and Chief Executive Officer at Sunovion Pharmaceuticals Inc., formerly Sepracor Inc. Prior to that, Mr. Iwicki was Vice President and Business Unit Head at Novartis Pharmaceuticals Corporation, a biopharmaceutical company, from March 1998 to October 2007. Earlier in his career, Mr. Iwicki held management positions at Astra Merck Inc. and Merck & Co., Inc. Mr. Iwicki has served as the Chair of the board of directors of Q32 Bio Inc. (NASDAQ: QTTB) since December 2020. Mr. Iwicki formerly served on the board of KALA BIO from March 2015 to January 2026, Third Harmonic Bio (NASDAQ: THRD) from May 2020 to December 2025, Merus NV (NASDAQ: MRUS) from March 2015 to December 2025 and served as Chairman of the Board of Directors until June 2018, Akero Therapeutics, (NASDAQ: AKRO) from June 2018 to December 2025, and Pulmatrix Inc. (NASDAQ: PULM) from December 2015 until July 2021 and served as Chairman of the Board of Directors until July 2021. Mr. Iwicki received his M.B.A. from Loyola University and his B.S. in Business Administration from Ball State University. We believe that Mr. Iwicki’s extensive experience as a pharmaceutical industry leader managing all stages of drug development and commercialization in multiple therapeutic areas qualifies him to serve on our Board of Directors.
Chris Cabell, M.D. has served as our President and Head of Research and Development since February 2025. Prior to this, Dr. Cabell served as Chief Executive Officer of CorHepta Pharmaceuticals, Inc., a biotechnology company, which was acquired by Inhibikase. Previously, he served as Chief Medical Officer at Zura Bio, a clinical-stage biopharmaceutical company, from January 2023 to January 2024, and as Chief Medical Officer and Head of Clinical Development at Emergent BioSolutions, a public health company,
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from February 2021 to January 2023. Prior to that, he spent 3 years at Arena Pharmaceuticals, a then-publicly traded biopharmaceutical company with increasing responsibilities, including Senior Vice President, Head of Clinical Development, Chief Medical Officer and Executive Vice President, Head of Research and Development, from October 2017 to November 2020. Dr. Cabell started his career as an Associate Professor of Medicine in the Division of Cardiology, Department of Medicine, Duke University School of Medicine. Dr. Cabell is a Fellow of the American College of Cardiology and has over 100 peer reviewed publications including in the New England Journal of Medicine, JAMA, and Annals of Internal Medicine. Board certified in both internal medicine and cardiovascular diseases, Dr. Cabell is an honors graduate of Pennsylvania State University and Duke University, earning both his M.D. and M.H.S. from the latter.
David McIntyre has served as our Chief Financial Officer since April 2025. Prior to joining us, Mr. McIntyre served as Chief Financial Officer of Anthos Therapeutics, Inc., a clinical-stage biopharmaceutical company, Tessa Therapeutics, Inc., a cell-therapy biotechnology company, and AVITA Medical, Inc. (NASDAQ: RCEL), a regenerative medicine company, from October 2021 to October 2024, October 2020 to October 2021, November 2019 to November 2020, respectively. Prior to that, Mr. McIntyre served as a Partner at Apple Tree Partners, a life science venture capital and growth equity fund from December 2012 to April 2020. Prior to Apple Tree Partners, Mr. McIntyre was Executive Vice President, Chief Financial Officer and Chief Operating Officer at HeartWare® International, Inc. Earlier in his career, Mr. McIntyre practiced as a senior attorney at Baker McKenzie and KPMG. Mr. McIntyre currently serves on the board of directors of Starpharma Holdings Limited (ASX: SPL), a biopharmaceutical company, and previously served as a director of Redflex Holdings Ltd. (ASX: RDF). Mr. McIntyre holds a Bachelor of Economics (Accounting) from the University of Sydney, Australia, a Bachelor of Laws from the University of Technology, Sydney, Australia and a Master of Business Administration (MBA) from Duke University Fuqua School of Business (Fuqua Scholar). Mr. McIntyre is a Certified Practicing Accountant and is also admitted as a legal practitioner of the Supreme Court of New South Wales and of the High Court of Australia.
Non-Employee Directors
Amit Munshi has served as a member of our Board of Directors since October 2024. Mr. Munshi served as the President, Chief Executive Officer and as a board member of Orna Therapeutics, Inc. (“Orna”), a biotechnology company, from May 2024 to April 2025. Prior to this, Mr. Munshi served as the President, Chief Executive Officer and as a board member of ReNAgade Therapeutics, Inc., an RNA therapeutics company, from May 2023 until its acquisition by Orna in May 2024. Mr. Munshi also has served as chairman of the board of directors of Zura Bio Limited (“Zura”) (NASDAQ: ZURA), a publicly traded biotechnology company, since March 2023, and as a director and the chairman of the board of directors of Zura’s accounting predecessor since November 2022. Mr. Munshi has served as a member of the board of directors and audit committee of Galecto Inc. (NASDAQ: GLTO), a publicly traded clinical-stage biotechnology company, since May 2020, as the chairman of the board of Enterprise Therapeutics, a drug discovery company, since January 2020, and as chairman of the board of Sensorion (EPA: ALSEN), a gene and cell therapy company, since April 2025, where he has also served as interim CEO since February 2026. Mr. Munshi was President and Chief Executive Officer of Arena Pharmaceuticals Inc., a then-publicly traded biopharmaceutical company, from May 2016 to March 2022 and a member of its board of directors from June 2016 until its acquisition by Pfizer in March 2022. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc. (NASDAQ: PULM), a publicly traded clinical-stage biopharmaceutical company, from June 2017 until March 2021. Previously, from May 2012 until May 2016, Mr. Munshi was the Chief Executive Officer of Epirus Biopharmaceuticals, which filed for bankruptcy on July 25, 2016. Prior to Epirus, Mr. Munshi was Chief Executive Officer of Percivia LLC, which was later acquired by Johnson & Johnson, and Chief Business Officer and co-founder of Kythera Biopharmaceuticals Inc., which was subsequently acquired by Allergan. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. We believe Mr. Munshi’s global biopharmaceutical industry experience in executive management, business development, product development and portfolio management qualifies him to serve on our Board of Directors.
Roberto Bellini has served as a member of our Board of Directors since October 2024. Mr. Bellini currently serves as a Managing Partner at BSQUARED Capital Inc., a family office biotech fund, since 2023. He has also served as a director of BIOTECanada, a biotechnology industry association, since May 2016, where he is currently a member of the Executive Committee and previously served as Vice Chair from May 2016 and June 2019 and from July 2021 and July 2024. Mr. Bellini served as President and Chief Executive Officer and a director of BELLUS Health, a late-stage biopharmaceutical company, between January 2010 and July 2023. Under his leadership, BELLUS Health developed camlipixant, a P2X3 antagonist for chronic cough from preclinical to Phase 3. BELLUS Health was subsequently acquired by GSK plc in 2023. Mr. Bellini holds a Bachelor of Science in Biochemistry from McGill University. We believe Mr. Bellini’s experience in the biotechnology industry qualifies him to serve on our Board of Directors.
Arvind Kush has served as a member of our Board of Directors since October 2024. Mr. Kush has served as Chief Financial and Chief Business Officer of Candid Therapeutics, Inc. (“Candid”), a biotechnology company, since July 2024. Prior to Candid, Mr. Kush was Chief Financial Officer at RayzeBio, Inc., a biotechnology company, from November 2021 until its acquisition by Bristol Myers Squibb in February 2024. Previously, Mr. Kush served in roles of increasing responsibility, most recently as managing director in the Healthcare Group in the Global Corporate Investment Banking Division at BofA Securities from February 2018 until November 2021, advising biopharmaceutical companies on strategic and financing transactions. Mr. Kush holds a Bachelor of Engineering in Computer
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Science from Visvesvaraya Technological University and an MBA from Goizueta Business School, Emory University. We believe Mr. Kush’s investment banking background and experience in the biotechnology industry uniquely qualify him to serve on our Board of Directors.
David Canner, Ph.D. has served as a member of our Board of Directors since October 2024. Dr. Canner is a partner at Soleus Capital, a healthcare investment firm, which he joined in 2018. Dr. Canner has served as an investor in biotechnology companies for the past eight years and has served on the board of directors of privately held life sciences companies in therapeutics and next-generation diagnostics. Dr. Canner holds a B.A. in Chemistry from Princeton University and a Ph.D. in Biology from the Massachusetts Institute of Technology. We believe Dr. Canner’s experience in the life sciences industry as well as his service on the boards of directors of numerous companies qualifies him to serve on our Board of Directors.
Dennis Berman has served as a member of our Board of Directors since December 2020. Currently, Mr. Berman is President of Molino Ventures, a board advisory and venture capital firm, since June 2017. Previously, he was Co-founder and Executive Vice President of Corporate Development of Tocagen Inc., a then-publicly traded gene therapy company, from July 2007 to April 2017. Other public companies for which Mr. Berman has served as a seed investor, co-founder, and/or board member include InterVu Inc., one of the first software-as-a-service companies, which was acquired by Akamai; Kintera Inc., an online fundraising pioneer, which was acquired by Blackbaud; Gensia Pharmaceuticals, Inc., focused on purine/pyrimidine metabolism compounds, which was acquired by Teva (NASDAQ: TEVE); and Viagene Therapeutics Inc., a U.S. gene therapy company, which was acquired by Chiron/Novartis (NYSE: NVS). In addition, he was co-founder of Genovo, a private gene therapy company. Mr. Berman also was a seed investor in Calabrian, a private water treatment company, which was acquired by SK Capital. Earlier, Mr. Berman was a corporate law partner at several large law firms, including Sonnenschein Nath & Rosenthal, now Dentons, and Reavis & McGrath, now Norton Rose Fulbright. Mr. Berman holds a Bachelor of Science from the Wharton School of the University of Pennsylvania in Accounting/ Economics, a Bachelor of Arts from the University of Pennsylvania in Economics and is a graduate of Harvard Law School. He has been an Entrepreneur in Residence at Harvard’s Innovation Lab (i-lab) and a guest speaker at Harvard School of Public Health. We believe Mr. Berman’s skills in corporate governance, corporate finance, and value creation in early and late stage pharmaceutical and biotechnology companies qualifies him to serve on our board of directors.
Vincent Aurentz has served as a member of our Board of Directors since February 2025. Mr. Aurentz currently serves on the board of directors of Forward Therapeutics, Inc., a privately held biopharmaceutical company, since December 2024 and was a member of the board of directors of Longboard Pharmaceuticals, Inc., a then-publicly traded clinical-stage biopharmaceutical company, from October 2020 until its acquisition by Lundbeck A/S in December 2024. Previously, he served as Executive Vice President and Chief Business Officer at Arena Pharmaceuticals, Inc., a then-publicly traded biopharmaceutical company, from August 2016 until its acquisition by Pfizer in March 2022. Mr. Aurentz was the Chief Business Officer of Epirus Biopharmaceuticals, Inc. and served as President and member of the board of directors of HemoShear Therapeutics, LLC. Prior to that, Mr. Aurentz spent almost a decade at Merck KGaA in various executive leadership roles focused on corporate development and strategy including Executive Vice President and member of the Executive Management Board at Merck KGaA (Merck Serono S.A.) (XETR: MRK), where he directed all research and development programs, portfolio strategy and headed all deal activity including venture investments. Mr. Aurentz is a former Executive Vice President at Quintiles and a Co-founder/Managing Director of a life sciences focused venture capital and advisory business. He was a partner with CSC Healthcare, the life sciences strategic management consulting division of Computer Sciences Corporation, after starting his career at Andersen Consulting (now Accenture). Mr. Aurentz holds a B.S. in Mathematics, receiving the Medallion of Excellence, from Villanova University. We believe Mr. Aurentz's extensive experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors.
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this Annual Report, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.
Board of Directors Composition
Our Board of Directors currently consists of seven members. The number of directors will be fixed by our Board of Directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.
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Our amended and restated certificate of incorporation provides that our Board of Directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors are divided among the three classes as follows:
• the Class I directors are Mr. Iwicki, Mr. Bellini and Mr. Aurentz, and their terms will expire at the annual meeting of stockholders to be held in 2027;
• the Class II directors are Mr. Munshi and Dr. Canner, and their terms will expire at the annual meeting of stockholders to be held in 2028; and
• the Class III directors are Mr. Kush and Mr. Berman, and their terms will expire at the annual meeting of stockholders to be held in 2026.
At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our amended and restated certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.
This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company.
In addition, under the terms of our amended and restated certificate of incorporation and our amended and restated bylaws, members of our Board of Directors may only be removed for cause. This may also have the effect of delaying or preventing changes in control of our company.
Director Independence
Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of its initial public offering. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and corporate governance and nominating committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934 (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that 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.
To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, 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 of directors committee:(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the 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: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.
Our Board of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each non-employee director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of our non-employee directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3 and Rule 10C-1 under the Exchange Act. Only Mr. Iwicki is not independent under Nasdaq’s independence standards.
In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
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Board of Directors Leadership Structure
As a general policy, our Board of Directors believes that separation of the positions of Chairperson and Chief Executive Officer reinforces the independence of our Board of Directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our Board of Directors as a whole. As such, Mr. Iwicki serves as our Chief Executive Officer and Mr. Munshi serves as the Chairperson of our Board of Directors.
Board of Directors Committees
Our Board of Directors has established three standing committees of the board consisting of an audit committee, a compensation committee and a corporate governance and nominating committee, each of which has the composition and the responsibilities described below.
Audit Committee
Mr. Kush, Mr. Aurentz and Mr. Berman, each of whom is a non-employee member of our Board of Directors, comprise our audit committee. Mr. Kush is the chair of our audit committee, and is our audit committee financial expert, as that term is defined under the applicable SEC rules, and possesses financial sophistication, as defined under the rules of Nasdaq. All of the members of our audit committee are independent, as that term is defined under the rules of Nasdaq. Our audit committee is responsible for overseeing our corporate accounting and financial reporting process, assisting our Board of Directors in monitoring our financial systems, and overseeing legal, healthcare and regulatory compliance. Our audit committee also:
• appoints, approves the compensation of, and evaluates the independence of the independent registered public accounting firm;
• pre-approves audit and non-audit services to be provided by the independent registered public accounting firm;
• reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
• recommends, based upon the audit committee’s review and discussions with management and the independent registered public accounting firm, whether the audited financial statements shall be included in our Annual Report on Form 10-K;
• reviews the Company’s earnings releases;
• reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedure;
• prepares the audit committee report that the SEC requires to be included in our annual proxy statement;
• reviews reports and communications from the independent registered public accounting firm;
• oversees risk management programs, including the privacy and cybersecurity risks and programs;
• reviews related party transactions; and
• establishes and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.
Our audit committee operates under a written charter, which we believe satisfies the applicable rules of the SEC and the listing standards of Nasdaq. The audit committee charter can be found on the “Governance Documents” section of our website at https://www.inhibikase.com/investors/corporate-governance/governance-documents . During 2025, our audit committee held four meetings.
Compensation Committee
Mr. Berman, Mr. Munshi and Mr. Kush, each of whom is a non-employee member of our Board of Directors, comprise our compensation committee. Mr. Berman is the chair of our compensation committee. All of the members of our compensation committee are independent, as that term is defined under the rules of Nasdaq. Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee also:
• oversees our overall compensation philosophy and compensation policies, plans and benefit programs;
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• reviews and recommends to our Board of Directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
• reviews and approves the compensation of our other executive officers;
• reviewing and recommending to the board of directors the compensation of our directors, including compensation under any equity-based plans;
• reviews and recommends to our Board of Directors our policies and procedures for the grant of equity-based awards;
• administers our equity compensation plans;
• prepares the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed to be an emerging growth company or a smaller reporting company; and
• retains and approves the compensation of any compensation advisors.
The compensation committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the compensation committee deems appropriate and in accordance with the terms of such plans.
Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. The compensation committee charter can be found on the “Governance Documents” section of our website at https://www.inhibikase.com/investors/corporate-governance/governance-documents . D uring 2025, our compensation committee held six meetings.
Corporate Governance and Nominating Committee
Mr. Bellini, Dr. Canner and Mr. Aurentz, each of whom is a non-employee member of our Board of Directors, comprise our corporate governance and nominating committee. Mr. Bellini is the chair of our corporate governance and nominating committee. All members are independent, as that term is defined under the rules of Nasdaq. Our corporate governance and nominating committee oversees and assists our Board of Directors in reviewing and recommending nominees for election as directors. Specifically, the corporate governance and nominating committee:
• develops and recommends to our Board of Directors criteria for board and committee membership;
• identifies, evaluates and makes recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees;
• considers and makes recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;
• evaluates the adequacy of our corporate governance practices and reporting; and
• oversees the evaluation of our Board of Directors.
Our corporate governance and nominating committee operates under a written charter, which we believe satisfies the applicable rules of the SEC and the listing standards of Nasdaq. The corporate governance and nominating committee charter can be found on the “Governance Documents” section of our website at https://www.inhibikase.com/investors/corporate-governance/governance-documents . During 2025, our corporate governance and nominating committee held one meeting.
Process for Identifying and Evaluating Nominees for the Board of Directors
Director Qualifications
The corporate governance and nominating committee has not formally established any specific, minimum qualifications that must be met by each candidate for the Board of Directors or specific qualities or skills that are necessary for one or more of the members of the Board of Directors to possess.
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Identifying Nominees
The corporate governance and nominating committee has two primary methods for identifying director candidates (other than those proposed by our stockholders, as discussed below). First, on a periodic basis, the nominating committee will solicit ideas for possible candidates from a number of sources, including members of the Board of Directors, our executive officers and individuals personally known to the members of the Board of Directors. Second, the corporate governance and nominating committee is authorized to use its authority under its charter to retain at our expense one or more search firms to identify candidates (and to approve such firm's fees and other retention terms).
Stockholder Candidates
The corporate governance and nominating committee will consider candidates for nomination as a director submitted by stockholders. Although the corporate governance and nominating committee does not have a separate policy that addresses the consideration of director candidates recommended by stockholders, the Board of Directors does not believe that such a separate policy is necessary because our amended and restated bylaws permit stockholders to nominate candidates and one of the duties set forth in the corporate governance and nominating committee charter is to consider director candidates submitted by stockholders in accordance with our amended and restated bylaws. The corporate governance and nominating committee will evaluate individuals recommended by stockholders for nomination as directors according to the criteria discussed above and in accordance with our Amended and Restated Bylaws.
Review of Director Nominees
The corporate governance and nominating committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by our directors, executive officers, third-party search firms or other sources. In evaluating proposed director candidates, the corporate governance and nominating committee may consider, in addition to any minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the proposed director candidate’s understanding of our business and industry on a technical level, his or her judgment and skills, his or her depth and breadth of professional experience or other background characteristics, his or her independence, his or her willingness to devote the time and effort necessary to be an effective board member, and the needs of the Board of Directors. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The corporate governance and nominating committee considers at least annually, and recommends to the Board of Directors suggested changes to, if any, the size, composition, organization and governance of the Board of Directors and its committees.
Stockholder Communications with the Board of Directors
Stockholders and other interested parties may make their concerns known confidentially to the Board of Directors or the independent directors by submitting a communication in an envelope addressed to the “Board of Directors,” a specifically named independent director or the “Independent Directors” as a group, in care of the Corporate Secretary. All such communications will be conveyed, as applicable, to the full Board of Directors, the specified independent director or the independent directors as a group.
Board and Committee Meetings Attendance
The full Board of Directors met thirteen times during 2025. During 2025, each member of the Board of Directors attended telephonically or in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).
Director Attendance at Annual Meeting of Stockholders
Under our corporate governance guidelines, each of our directors is encouraged to attend our annual meetings of stockholders. Last year, we held an annual meeting of stockholders on June 27, 2025, at which all of our directors were present.
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Compensation Committee Interlocks and Inside Participation
None of the members of our compensation committee are or have been an officer or employee of our company. None of our executive officers currently serve, or in the past fiscal year has served, on the Board of Directors or compensation committee (or other Board of Directors’ committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.
Risk Oversight
In its governance role, and particularly in exercising its duty of care and diligence, our Board of Directors is responsible for ensuring that appropriate risk management policies and procedures are in place to protect the Company’s assets and business. Our Board of Directors has broad and ultimate oversight responsibility for our risk management processes and programs and executive management is responsible for the day-to-day evaluation and management of risks to the Company.
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. The code of business conduct and ethics is available on our website at www.inhibikase.com . We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of code of business conduct and ethics by posting such information on our website identified above. The inclusion of our website address in this Report does not include or incorporate by reference the information on our website into this Report. We will provide any person, without charge, upon request, a copy of our code of conduct and ethics. Such requests should be made in writing to the attention of Mr. Mark Iwicki, Chief Executive Officer at Inhibikase Therapeutics, Inc., c/o Inhibikase Therapeutics, Inc., 1000 N. West Street, Suite 1200, Wilmington, DE 19801.
Insider Trading Policy
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and designated consultants, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards that are applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 of the Original Filing.
In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in Company securities.
Rule 10b5-1 Trading Plan Policy
We have adopted a Rule 10b5-1 trading plan policy, which permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.
Policy Regarding Timing of Awards of Options and Other Option-Like Instruments
We provide the following discussion of the timing of stock option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Our Board of Directors generally grants annual equity awards, including stock option grants to our named executive officers, in the first quarter of each fiscal year . In addition, new hires receive stock option grants at the time of their hiring.
Our Board of Directors approved the stock options awards to Mr. Iwicki on February 14, 2025 and February 17, 2025. The grants to Mr. Iwicki were made in connection with the compensation arrangement related to his appointment as Chief Executive Officer, which was announced pursuant to the filing of a Current Report on Form 8-K on February 18, 2025.
In addition, our Board of Directors approved the stock option awards to Mr. Iwicki and Dr. Cabell on February 21, 2025. The grants to Mr. Iwicki and Dr. Cabell were made in connection with the acquisition of CorHepta which was announced pursuant to the filing of a Current Report on Form 8-K on February 24, 2025.
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Our Board of Directors further approved the stock option awards to Mr. McIntyre on April 14, 2025. The grant to Mr. McIntyre was made in connection with the compensation arrangement related to his appointment as Chief Financial Officer, which was announced pursuant to the filing of a Current Report on Form 8-K on April 14, 2025.
In accordance with the requirements of the SEC, the following table discloses additional information with respect to the stock options that we awarded described above.
Our Board of Directors did not take material nonpublic information into account when determining the timing or terms of these awards. The grant dates were selected based on the date on which our Board of Directors finalized and approved the awards.
Name
Grant Date
Number of Securities Underlying the Award
Exercise Price of the Award
Grant Date Fair Value of the Award (1)
Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Mark Iwicki
2/14/2025
12,668,989
$
2.35
$
20,237,762
31.1 %
2/17/2025
2,392,388
$
2.35
$
3,821,661
31.1 %
2/21/2025
602,346
$
2.97
$
1,452,376
- 24.6 %
Christopher Cabell , M.D.
2/21/2025
2,810,000
$
2.97
$
6,764,872
- 24.6 %
David McIntyre
4/14/2025
3,142,967
$
2.00
$
4,899,661
- 8.2 %
(1) The amount reported in this column reflects the grant date fair value of the stock options as determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to value the award, please see the discussion of option awards contained in the notes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025.
Compensation Clawback Policy
In accordance with the requirements of the SEC and Nasdaq listing rules, we have adopted a compensation clawback policy. The compensation clawback policy provides that in the event we are required to prepare a restatement of financial statements due to material noncompliance with any financial reporting requirement under securities laws, we will seek to recover any incentive-based compensation that was based upon the attainment of a financial reporting measure and that was received by any current or former executive officer during the three-year period preceding the date that the restatement was required if such compensation exceeds the amount that the executive officers would have received based on the restated financial statements.
Limitation of Liability and Indemnification
Our amended and restated certificate of incorporation and amended and restated bylaws, which became effective upon the completion of our initial public offering, provides that we indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:
• any breach of the director’s duty of loyalty to us or to our stockholders;
• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
• unlawful payment of dividends or unlawful stock repurchases or redemptions; and
• any transaction from which the director derived an improper personal benefit.
If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we are also empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.
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In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Item 11. Executi ve Compensation.
Our named executive officers for the fiscal year ended December 31, 2025 (also referred to herein as “fiscal 2025”), who consist of our principal executive officer and our two next most highly compensated executive officers, are:
• Mark Iwicki, our Chief Executive Officer (1) ;
• Chris Cabell, our President and Head of Research and Development;
• David McIntyre, our Chief Financial Officer; and
• Milton H. Werner, Ph.D., our former President and Chief Executive Officer.
(1) On February 14, 2025, Mark Iwicki took over the role of Chief Executive Officer and Dr. Werner stepped down from his role as our President and Chief Executive Officer.
Summary Compensation Table
The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2025 and, if applicable, December 31, 2024:
Name and Principal Position
Year
Salary
($)
Bonus
($)
Option
Awards
($) (1)
Non-Equity Incentive Plan Compensation
($) (2)
All Other
Compensation
($) (3)
Total
($)
Mark Iwicki
2025
624,208
—
29,429,299
532,500
—
30,586,007
Chief Executive Officer and Director
Chris Cabell, M.D.
2025
429,167
—
6,764,872
281,250
—
7,475,289
President and Head of Research and Development
David McIntyre
2025
347,216
—
4,899,661
272,813
—
5,519,690
Chief Financial Officer
Milton H. Werner, Ph.D.
2025
728,979
—
40,449
31,543
2,092
803,063
Former President and Chief Executive Officer
2024
523,004
—
7,174,108
267,750
15,761
7,980,623
(1) The amount reported in this column for each named executive officer represents the aggregate grant date fair value of the option award made to such named executive officer, as calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts in 2024 also reflect the incremental fair value with respect to the option repricing that took place on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value such option awards and incremental fair value, please see Note 10 to our consolidated financial statements for the year ended December 31, 2025, included in this Annual Report.
(2) The amount reported in this column for each named executive officer represents the award earned by such named executive officer under our annual performance-based cash incentive program in respect of the applicable fiscal year. These amounts were paid in the first quarter of the following year to which they relate.
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(3) The amount reported in this column for Dr. Werner in 2025 represents amounts paid for Dr. Werner's life insurance policy premiums and automobile expenses.
(4) Mr. Iwicki commenced employment with us on February 14, 2025. Accordingly, his base salary and non-equity incentive compensation reflect his partial year of employment with us.
(5) Dr. Cabell commenced employment with us on February 21, 2025, in connection with our acquisition of CorHepta. Accordingly, his base salary and non-equity incentive compensation reflect his partial year of employment with us.
(6) Mr. McIntyre commenced employment with us on April 14, 2025. Accordingly, his base salary and his non-equity incentive compensation reflect his partial year of employment with us.
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2025:
Option Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
incentive
awards:
number of
securities
underlying
unexercised
unearned
options (#)
Option
Exercise
Price ($)
Option
Expiration
Date
Mark Iwicki
2/14/2025
(1)
911,220
3,462,637
—
2.35
2/14/2035
2/21/2025
(2)
125,489
476,857
—
2.97
2/21/2035
2/14/2025
(1)(3)
—
6,837,180
—
2.35
2/14/2035
2/14/2025
(4)
—
—
213,133
2.35
2/14/2035
2/14/2025
(4)
—
—
1,842,916
2.35
2/14/2035
2/17/2025
(1)
373,811
1,420,480
—
2.35
2/14/2035
David McIntyre
4/14/2025
(5)
—
1,775,539
—
2.00
4/14/2035
4/14/2025
(3)(5)
—
1,367,428
2.00
4/14/2035
Chris Cabell, M.D.
2/21/2025
(6)
—
1,100,705
—
2.97
2/21/2035
2/21/2025
(3)(6)
—
1,709,295
2.97
2/21/2035
Milton H. Werner, Ph.D. (16)
11/1/2016
(6)
3,643
—
—
1.26
11/1/2026
11/1/2017
(7)
3,643
—
—
1.26
11/1/2027
11/1/2018
(8)
3,643
—
—
1.26
1/1/2028
11/1/2019
(9)
3,643
—
—
1.26
11/1/2029
12/22/2020
(10)
16,667
—
—
1.26
12/22/2030
3/7/2022
(11)
20,834
—
—
1.26
3/7/2029
3/7/2022
(12)
41,667
—
—
1.26
3/7/2029
3/1/2023
(13)
35,000
—
—
1.26
3/1/2030
3/1/2023
(14)
17,500
—
1.26
3/1/2030
4/1/2024
(15)
45,000
—
—
1.26
4/1/2031
10/9/2024
(16)
5,315,056
—
—
1.26
10/9/2034
(1) This option will vest in 48 monthly equal installments commencing on March 12, 2025, subject to Mr. Iwicki’s continued service through each vesting date.
(2) This option will vest and become exercisable in 48 monthly equal installments commencing on March 21, 2025, subject generally to the relevant named executive officer’s continued service through each vesting date.
(3) These options, to the extent vested, shall only become exercisable in an amount proportional to the number of Series A-1 Warrants and Series B-1 Warrants of the Company (collectively, “Warrant Adjustment Options”) and provided the executive officer is employed by the Company as at the relevant vesting date.
(4) These options are subject to both a time-based vesting condition (48 equal monthly installments commencing on March 12, 2025) and performance based vesting condition, both of which must be satisfied in order to fully vest. The performance-based vesting condition will be satisfied when a patient is dosed in our planned Phase 2b trial for pulmonary arterial hypertension by December 31, 2026 (or such later dates determined by the Board) or when the Board otherwise determines in its sole discretion.
(5) This option will vest as follows: 25% will vest on April 14, 2026 and the remaining portion will vest in 36 equal monthly installments thereafter (commencing on May 14, 2026), subject to Mr. McIntyre’s continued service through each vesting date.
(6) This option will vest in three equal annual installments commencing on February 21, 2027, subject to Dr. Cabell’s continued service through each vesting date.
(7) All of the shares subject to this option vested as of November 1, 2017.
(8) All of the shares subject to this option vested as of November 1, 2018.
(9) All of the shares subject to this option vested as of November 1, 2019.
(10) All of the shares subject to this option vested as of November 1, 2020.
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(11) With respect to the option awards granted to Dr. Werner on December 22, 2020 that are disclosed in these rows, one-third of each such option award vested and became exercisable on the first anniversary of the closing of our initial public offering (i.e., December 23, 2020), and the remainder vested and became exercisable in 24 equal monthly installments thereafter (commencing with January 1, 2022), subject generally to the relevant named executive officer’s continued service through each vesting date.
(12) All of the shares subject to this option vested as of May 21, 2025.
(13) With respect to the option award granted to Dr. Werner on March 7, 2022 that are disclosed in this row, each such option award was subject to performance conditions and vested and became exercisable when the performance conditions was met.
(14) All of the shares subject to this option vested as of May 21, 2025.
(15) With respect to the option award granted to Dr. Werner on March 1, 2023 that are disclosed in this row, each such option award was subject to performance conditions and vested and became exercisable when the performance conditions were met.
(16) With respect to the option award granted to Dr. Werner on April 1, 2024 that is disclosed in this row, one-third of each such option award vested and became exercisable on April 1, 2025, and the remaining portion will vest and become exercisable in 24 equal monthly installments thereafter (commencing with May 1, 2025), subject generally to the relevant named executive officer’s continued service through each vesting date.
(17) Pursuant to the Werner Separation Agreement and Werner Consulting Agreement, all of Dr. Werner’s outstanding time-based equity awards were accelerated upon his termination as Chief Executive Officer, his performance-based awards accelerated upon completion of his consulting services under the Werner Consulting Agreement and all stock options held by him will remain exercisable through their original expiration date, in each case subject to the approval of our Board of Directors.
Narrative Disclosure to Summary Compensation Table
Elements of Compensation
The compensation of our named executive officers generally consists of three key elements: (i) base salary; (ii) annual cash bonus opportunities; (iii) long term incentive compensation in the form of equity awards and (iv) employee benefits.
Base Salaries
The base salary payable to each named executive is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, responsibilities, and contributions. Each named executive officer’s initial base salary was specified in his employment agreement, as described below, and is reviewed (and, if applicable, adjusted) from time to time by our Board or compensation committee.
For the fiscal year ended December 31, 2025, the annual base salaries for Mr. Iwicki, Dr. Cabell, Mr. McIntyre and Dr. Werner were $710,000, $500,000, $485,000, and $535,000 respectively.
Annual Cash Bonus Opportunities
For the fiscal year ended December 31, 2025, each of our named executive officers was eligible to earn an annual bonus based on our achievement of certain performance objectives (and, in the case of Mr. McIntyre and Dr. Werner, prorated to reflect their partial year of employment). The target annual bonus for Mr. Iwicki, Dr. Cabell, Mr. McIntyre and Dr. Werner were 60%, 45%, 45% and 50% of their respective base salaries. The goals applicable to our NEOs’ 2025 annual cash bonuses related to the achievement of certain performance milestones, including patient enrollment in a trial. Following a review of 2025 performance and given the Company's acceleration into a Phase 3 study, our compensation committee determined that we had achieved our 2025 goals at 125% and approved 2025 cash incentive payments to Mr. Iwicki, Dr. Cabell and Mr. McIntyre equal to 75%, 56.25% and 56.25% of their respective base salaries, respectively.
Equity-based Compensation
We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers to remain in our employment during the vesting period.
Each of our named executives officers (other than Dr. Werner) received equity awards in 2025 in connection with their commencement of employment with us. See “—Outstanding Equity Awards at Fiscal Year-End” above for more information regarding equity awards made to our named executive officers.
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Other Benefits
We maintained a Simple IRA retirement savings plan for the benefit of our employees, including our named executive officers, who satisfy certain eligibility requirements. Under the Simple IRA retirement savings plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax basis through contributions to the Simple IRA retirement savings plan. The Simple IRA retirement savings plan authorizes employer safe harbor matching contributions equal to 3% of covered compensation for eligible employees. The Simple IRA retirement savings plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement program, contributions to the Simple IRA retirement savings plan and the earnings on those contributions are not taxable to the employees until distributed from the Simple IRA retirement savings plan. On July 1, 2025, we terminated the Simple IRA and implemented the Inhibikase Therapeutics 401(k) Plan (the “401(k) Plan”). The 401(k) Plan covers all of our employees, and all employees are eligible for the 401(k) match which is up to 3.5% of an employee's eligible salary.
Our named executive officers who are full time employees are eligible to participate in our medical and dental insurance plans on the same basis as our other eligible employees and with the Company paying for 90% of the premiums due for participation in those plans, and with the remainder paid by the eligible employee. In addition, it was our practice to reimburse Dr. Werner $418.60 per month in respect of premiums that he pays on his life insurance policy. We also paid Dr. Werner $1,465 and $12,084 in 2025 and 2024 respectively for his automobile expenses.
Agreements with our Named Executive Officers
Mark Iwicki Employment Agreement (the “Iwicki Employment Agreement”)
We entered into the Iwicki Employment Agreement with Mr. Iwicki effective upon the commencement of his employment on February 14, 2025. Pursuant to the Iwicki Employment Agreement, Mr. Iwicki will be paid an initial annual base salary of $710,000 and is eligible for annual incentive cash compensation, with the initial target incentive compensation equal to 60% of his annual base salary. In the event Mr. Iwicki’s employment is terminated by us without Cause or by Mr. Iwicki for Good Reason, in either case, outside of the period commencing three months prior to and ending 24 months following a Change in Control (the “Change in Control Period”), subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Mr. Iwicki will be entitled to (i) a cash payment payable over 24 months equal to the sum of (A) 24 months of his annual base salary plus (B) 200% of his target annual performance bonus, (ii) receive any earned but unpaid bonus from the fiscal year prior to the year in which the date of termination occurs, (iii) receive a pro-rated bonus for the fiscal year in which the date of termination occurs, (iv) receive a monthly payment equal to the monthly employer contribution the we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to 24 months, and (v) partial accelerated vesting of any then outstanding equity awards that are subject to time-based vesting with respect to the same number of shares that would have vested if he had remained employed for an additional 24 months following the date of termination, provided that the Warrant Adjustment Option will only become exe rcisable if and when the Warrant Adjustment Option would otherwise be exercisable pursuant to its respective terms. In the event such termination occurs within the Change in Control Period, then in lieu of the foregoing and subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Mr. Iwicki will be entitled to (i) a cash payment equal to the sum of (A) 24 months of his annual base salary plus (B) 200% of his target annual performance bonus, (ii) receive a monthly payment equal to the monthly employer contribution the we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to twenty-four (24) months, (iii) full accelerated vesting of any then outstanding equity awards that are subject to time-based vesting, provided that the Warrant Adjustment Option will only become exercisable if and when the Warrant Adjustment Option would otherwise be exercisable pursuant to its respective terms, and (iv) a lump sum payment equal to any unpaid annual incentive compensation earned with respect to the prior fiscal year and 100% of his target annual incentive compensation. The terms “Cause,” “Good Reason” and “Change in Control Period” are each defined in the Iwicki Employment Agreement.
Chris Cabell Employment Agreement (the “Cabell Employment Agreement”)
We entered into the Cabell Employment Agreement with Dr. Cabell effective upon the commencement of his employment on February 21, 2025. Pursuant to the Cabell Employment Agreement, Dr. Cabell will be paid an initial annual base salary of $500,000 and is eligible for annual incentive cash compensation, with the initial target incentive compensation equal to 45% of his annual base salary. In the event Dr. Cabell’s employment is terminated by us without Cause or by Dr. Cabell for Good Reason outside of the Change in Control Period, subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Dr. Cabell will be entitled to (i) cash payment equal to nine months of his annual base salary, payable in equal installments over nine months (ii) receive a monthly payment equal to the monthly employer contribution we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to nine months, (iii) receive any earned but unpaid bonus from the fiscal year prior to the year in which the date of termination occurs, (iv) receive a pro-rated bonus for the fiscal year in which the date of termination occurs and (v) accelerated vesting of a prorated portion of the options
96
granted to him in connection with his commencement of employment (the “New Hire Options”) equal to, if the termination of employment occurs after the end of the 12th month following the first date of employment, then, if any portion of the New Hire Options is unvested at the time of termination, a prorated portion of the New Hire Options shall vest, determined by multiplying (A) the New Hire Options by (B) (i) if the date of termination occurs prior to the first vesting date of the New Hire Options, a fraction, the numerator of which shall be equal to the number of months that have elapsed since the first date of employment, and the denominator of which shall equal 48, and (ii) if the date of termination occurs on or after the first vesting date of the New Hire Options, a fraction, the numerator of which shall be equal to the number of months that have elapsed since the date on which a portion of the New Hire Options last vested, and the denominator of which shall equal 12, provided that the Warrant Adjustment Option will only become exercisable if and when the Warrant Adjustment Option would otherwise be exercisable pursuant to its respective terms. In the event such termination occurs within the Change in Control Period, then in lieu of the foregoing and subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Dr. Cabell will be entitled to (i) cash payment equal to 12 months of his annual base salary, (ii) receive a monthly payment equal to the monthly employer contribution the we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to nine months, (iii) receive any earned but unpaid bonus from the fiscal year prior to the year in which the date of termination occurs, (iv) receive a pro-rated bonus for the fiscal year in which the date of termination occurs and (v) full accelerated vesting of any then outstanding equity awards that are subject to time-based vesting, provided that the Warrant Adjustment Option will only become exercisable if and when the Warrant Adjustment Option would otherwise be exercisable pursuant to its respective terms. The terms “Cause,” “Good Reason” and “Change in Control” are each defined in the Cabell Employment Agreement.
David McIntyre Employment Agreement (the “McIntyre Employment Agreement”)
We entered into the McIntyre Employment Agreement with Mr. McIntyre effective upon the commencement of his employment on April 14, 2025. Pursuant to the McIntyre Employment Agreement, Mr. McIntyre will be paid an initial annual base salary of $485,000 and is eligible for annual incentive cash compensation, with the initial target incentive compensation equal to 45% of his annual base salary. In the event Mr. McIntyre’s employment is terminated by the us without Cause or by Mr. McIntyre for Good Reason outside of the Change in Control Period, subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Mr. McIntyre will be entitled to (i) a payment equal to 12 months of his annual base salary, payable in equal installments over 12 months, (ii) receive any earned but unpaid bonus from the fiscal year prior to the year in which the date of termination occurs, (iii) receive a lump sum payment equal to the pro-rated bonus for the fiscal year in which the date of termination occurs, and (iv) receive a monthly payment equal to the monthly employer contribution we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to twelve (12) months. In the event such termination occurs within the Change in Control Period, then subject to his signing and complying with a release agreement and the release agreement becoming irrevocable, Mr. McIntyre will be entitled to receive (i) a payment equal to twelve (12) months of his annual base salary, (ii) receive any earned but unpaid bonus from the fiscal year prior to the year in which the date of termination occurs, (iii) receive a lump sum payment equal to the pro-rated bonus for the fiscal year in which the date of termination occurs, (iv) receive a monthly payment equal to the monthly employer contribution we would have made to provide health insurance had he remained employed, paid to either the group health plan provider, the COBRA provider or directly to him for up to twelve (12) months and (v) accelerated vesting of all time-based equity awards. The terms “Cause,” “Good Reason” and “Change in Control” are each defined in the McIntyre Employment Agreement.
Milton H. Werner, Ph.D. Separation Agreement (the “Werner Separation Agreement”)
Upon Dr. Werner’s termination of employment effective February 13, 2025, Dr. Werner entered into the Werner Separation Agreement, pursuant to which Dr. Werner was entitled to receive: (i) an amount equal to 12 months of his base salary, paid out in equal installments over the twelve-month period following his separation in accordance with our normal payroll practices; (ii) payment of any annual bonus accrued for the year prior to the year of termination (to the extent not already paid); (iii) payment of a pro-rated annual bonus for the year of termination, with the amount based on actual performance through the end of the year of termination and the pro-ration based on the number of days that Dr. Werner was employed during the year of termination, paid when annual bonuses are paid to other senior executives of the Company; (iv) reimbursement of Dr. Werner’s COBRA premiums for up to 12 months post-termination; and (v) full vesting of any outstanding, unvested time-based equity awards granted to him by us. Dr. Werner’s outstanding vested stock options would also remain exercisable for six (6) months following his termination (and in no event past the expiration date). Such payments and benefits were provided in exchange for a release of claims and agreement to a one-year post employment noncompetition covenant.
Milton H. Werner, Ph.D. Consulting Agreement (the “Werner Consulting Agreement”)
On February 13, 2025, we entered into the Werner Consulting Agreement, pursuant to which, Dr. Werner will provide certain services to us through May 13, 2025. As consideration for such services, Dr. Werner will receive a monthly fee in the amount of $44,583.33 until such time as the Werner Consulting Agreement is terminated or an amount pro-rated in any month wherein the
97
consulting relationship with us has been terminated. Dr. Werner’s equity awards shall continue to vest for so long as he has a service relationship with us under the Consulting Agreement, with 100% of the time-based awards and 100% of the performance-based equity awards that are subject to achievement of milestones becoming fully vested and exercisable upon the completion of the term of the Consulting Agreement. All vested equity awards at the completion of the term of the Consulting Agreement shall remain exercisable until the end of the original option term.
Director Compensation
The following table presents the total compensation received by each of our non-employee directors during the year ended December 31, 2025.
Name
Fees Earned
or Paid in
Cash ($)
Option
Awards
($) (1)
Total ($)
Mr. Dennis Berman (2)
90,000
216,426
306,426
Dr. Roy Freeman (3)
31,400
—
31,400
Mr. Roberto Bellini (4)
103,750
468,810
572,560
Mr. Amit Munshi (5)
102,050
440,344
542,394
Mr. Arvind Kush (6)
97,000
440,344
537,344
Dr. David Canner (7)
64,600
383,411
448,011
Mr. Vincent Aurentz (8)
65,133
435,398
500,531
(1) The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts also reflect the incremental fair value with respect to the option repricing that took place on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value such option awards and incremental fair value, please see the discussion of option awards contained in Note 10. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards.
(2) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Berman outstanding as of December 31, 2025, was 147,796.
(3) Dr. Freeman ceased serving on our Board of Directors when his term ended at our 2025 Annual Meeting of Stockholders.
(4) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Bellini outstanding as of December 31, 2025, was 298,341.
(5) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Munshi outstanding as of December 31, 2025, was 281,361.
(6) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Kush outstanding as of December 31, 2025, was 281,361.
(7) The aggregate number of shares of our Common Stock underlying stock options granted to Dr. Canner outstanding as of December 31, 2025, was 247,401.
(8) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Aurentz outstanding as of December 31, 2025, was 242,603.
Our Board of Directors has approved a compensation program for our non-employee directors pursuant to which each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as described below. Our Board of Directors may revise non-employee director compensation as it deems necessary or appropriate.
Cash Compensation
Effective January 1, 2025, all non-employee directors are entitled to receive the following cash compensation for their services:
• $60,000 per year for service as a board member;
• $30,000 per year additionally for service as non-executive Chairperson of the Board;
• $24,000 per year additionally for service as chair of the audit committee;
98
• $12,000 per year additionally for service as member of the audit committee (excluding committee chair);
• $18,000 per year additionally for service as chair of the compensation committee;
• $9,000 per year additionally for service as member of the compensation committee (excluding committee chair);
• $12,000 per year additionally for service as chair of the corporate governance and nominating committee; and
• $6,000 per year additionally for service as member of the corporate governance and nominating committee (excluding committee chair).
All cash payments to non-employee directors who served in the relevant capacity at any point during the immediately preceding prior fiscal quarter will be paid quarterly in arrears. A non-employee director who served in the relevant capacity during only a portion of the prior fiscal quarter will receive a pro-rated payment of the quarterly payment of the applicable cash retainer.
Non-Employee Director Equity Compensation
Each new non-employee director is granted an option award to purchase $300,000 of shares of our Common Stock, with 50% of such option award vesting on each of the first two anniversaries of the date of grant, and upon the date of each annual meeting, each current and continuing non-employee director is granted an annual option award to purchase $150,000 of shares of our Common Stock, with vesting occurring in full on the earlier of (i) the one year anniversary of the date of grant and (ii) the day prior to the next annual meeting of stockholders. All vesting is subject to the non-employee director’s continued service on our Board of Directors.
Additional Compensation
On February 14, 2025, in recognition for the extraordinary work in connection with our transition, Mr. Bellini received a one-time cash payment equal to $24,000, and we granted the following fully vested options to each of our non-employee directors:
Name
Number of Shares underlying the Stock Option
David Canner, Ph.D.
22,640
Roy Freeman
22,640
(1)
Dennis Berman
39,620
Amit Munshi
56,600
Arvind Kush
56,600
Roberto Bellini
73,580
(1) Dr. Freeman ceased serving on our Board of Directors when his term ended at our 2025 Annual Meeting of the Stockholders and the stock option granted on February 14, 2025 was forfeited in accordance with its terms.
In addition, on February 14, 2025, each of Mr. Bellini, Mr. Munshi, Mr. Kush, and Dr. Canner were granted a catch-up option award of 116,585 shares, which vest in two equal installments on October 24, 2025 and October 24, 2026.
Equity Compensation Plan Information
The table below sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2025:
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Plan Category
Number of
Securities to
be issued
upon exercise
of outstanding
options, warrants
and rights (a)
Weighted-
average
exercise price
of outstanding
options,
warrants
and rights (b)
Securities
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a)) (c)
Equity Compensation Plans approved by stockholders
Inhibikase Therapeutics, Inc. 2011 Equity Incentive Plan
444,372
$
1.26
—
Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan (1)
17,638,371
$
1.70
6,751,636
Equity Compensation Plans not approved by stockholders (2)
20,121,377
$
2.51
—
(1) We maintain our 2020 Equity Incentive Plan (the “2020 Plan”), which was initially approved by our stockholders on July 21, 2020 and which became effective immediately prior to our initial public offering. Employees, officers, directors, consultants and advisors are eligible to participate in the 2020 Plan. As of December 31, 2025, there were 6,751,636 shares reserved for issuance under the 2020 Plan that remained available, which number excludes the 6,969,206 shares that were added to the 2020 Plan on January 1, 2026 as a result of the amendment to the 2020 Plan approved by our stockholders on June 27, 2025 pursuant to which an automatic evergreen provision was added to provide for an annual increase in January to the number of shares available for issuance under the 2020 Plan. Prior to our December 2020 initial public offering we maintained our 2011 Equity Incentive Plan (the “2011 Plan”). We ceased making new grants under the 2011 Plan upon effectiveness of the 2020 Plan. However, options that were previously granted under the 2011 Plan will remain subject to the terms and conditions contained in the 2011 plan.
(2) Consists of shares of common stock issuable upon exercise of outstanding stock options granted pursuant to the Nasdaq inducement grant exception as a component of employment compensation for an employee. The inducement grants were made as an inducement material to employees entering employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).
Item 12. Security Owne rship of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth the beneficial ownership of our common stock as of March 16, 2026 by:
• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;
• each of the named executive officers;
• each of our directors; and
• all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.
We have based our calculation of the percentage of beneficial ownership on 132,062,636 shares of our common stock outstanding on March 16, 2026. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 16, 2026, to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Inhibikase Therapeutics, Inc., 1000 N. West Street, Suite 1200, Wilmington, DE 19801.
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Shares Beneficially Owned
Name of Beneficial Owner
Shares
Percentage
Named Executive Officers and Directors
Mark Iwicki (1)
4,793,483
3.5
%
Chris Cabell, M.D. (2)
776,577
*
David McIntyre (3)
971,096
*
Milton H. Werner, Ph.D. (4)
6,416,416
4.7
%
Amit Munshi (5)
1,066,173
*
Roberto Bellini (6)
161,873
*
Dennis Berman (7)
454,178
*
Arvind Kush (8)
495,715
*
David Canner (9)
110,933
*
Vincent Aurentz (10)
577,810
*
All executive officers and directors as a group (nine persons)( 11 )
9,407,838
6.7
%
5% Stockholders
Entities affiliated with Soleus Capital (12)
37,963,764
23.2
%
Sands Capital Life Sciences Pulse Fund II, L.P. (13)
28,562,085
19.4
%
Fairmount Healthcare Fund II L.P. (14)
28,105,395
18.5
%
Perceptive Advisors LLC (15)
15,742,443
11.1
%
ADAR1 Capital Management, LLC (16)
15,317,405
11.0
%
SP IKT Holdings LLC (17)
14,129,664
10.1
%
Nantahala Capital Management, LLC (18)
7,037,916
5.2
%
* Represents beneficial ownership of less than one percent.
(1) Consists of 4,793,483 shares of common stock underlying options exercisable within 60 days of March 16, 2026. The amount does not include 2,136,619 shares of common stock underlying warrant adjustment options that remain subject to the actual exercise of our Series A-1 and B-1 Warrants.
(2) Consists of (a) 676,564 shares of common stock held of record by Mr. Cabell and (b) 100,013 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(3) Consists of (a) 10,285 shares of common stock held of record by Mr. McIntyre and (b) 960,811 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(4) Consists of (a) 891,906 shares of common stock held of record by Dr. Werner and (b) 5,524,510 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(5) Consists of (a) 403,176 shares of common stock held of record by Mr. Munshi, (b) 144,893 shares of common stock underlying options exercisable within 60 days of March 16, 2026 and (c) 518,104 warrants.
(6) Consists of 161,873 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(7) Consists of 454,178 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(8) Consists of (a) 145,000 held of record by Mr. Kush, (b) 144,893 shares underlying options exercisable within 60 days of March 16, 2026 and (c) 205,822 warrants.
(9) Consists of 110,933 shares underlying options exercisable within 60 days of March 1, 2026.
(10) Consists of (a) 510,596 shares of common stock held of record by Mr. Aurentz and (b) 67,214 shares of common stock underlying options exercisable within 60 days of March 16, 2026.
(11) Consists of (a) 1,745,621 shares of common stock, (b) 6,938,291 shares of common stock underlying options exercisable within 60 days of March 16, 2026 and (c) 723,923 warrants, held by executive officers and directors.
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(12) Based on information available to us and filed on a Schedule 13G by Soleus Private Equity GP III, LLC on October 28, 2024, with the SEC. Consists of (i) 6,325,000 shares of common stock, (ii) 9,370,000 shares of common stock issuable upon exercise of Pre-Funded Warrants, (iii) 7,844,080 shares of common stock issuable upon exercise of Series A-1 Warrants and (iv) 14,424,684 shares of common stock issuable upon exercise of Series B-1 Warrants. The Pre-Funded Warrants are subject to a 9.99% beneficial ownership limitation. 4,264,968 of such shares of common stock, 6,318,221 shares of common stock issuable upon exercise of Pre-Funded Warrants, 5,289,288 Series A-1 Warrants and 9,726,610 Series B-1 Warrants are directly held by Soleus Capital Master Fund, L.P. (“Soleus Master Fund”). 2,060,032 of such shares of common stock, 3,051,779 shares of common stock issuable upon exercise of Pre-Funded Warrants, 2,554,792 Series A-1 Warrants and 4,698,074 Series B-1 Warrants are directly held by Soleus Private Equity Fund III, L.P. (“Soleus PE Fund III”). Soleus Capital, LLC (“Soleus Capital”) is the sole general partner of Soleus Master Fund, Soleus Capital Group, LLC (“SCG”) is the sole managing member of Soleus Capital and Guy Levy is the sole managing member of SCG. Each of SCG, Soleus Capital and Mr. Levy disclaims beneficial ownership of the shares held by Soleus Master Fund, except to the extent of his or its pecuniary interest therein. Soleus Private Equity GP III, LLC is the sole general partner of Soleus PE Fund III, Soleus PE GP III, LLC is the sole manager of Soleus Private Equity GP III, LLC and Mr. Levy is the sole managing member of Soleus PE GP III, LLC. Each of Mr. Levy, Soleus PE GP III, LLC and Soleus Private Equity GP III, LLC disclaims beneficial ownership of the shares held by Soleus PE Fund III, except to the extent of his or its pecuniary interest therein. Soleus Capital Management, L.P. is the investment manager of each of Soleus Master Fund and Soleus PE Fund III and has been delegated voting and dispositive power over the shares held by such funds. Soleus GP, LLC is the general partner of Soleus Capital Management, L.P. and Guy Levy is the managing member of Soleus GP, LLC. Each of Soleus Capital Management, L.P. and Soleus GP, LLC disclaims beneficial ownership of the shares held by Soleus Master Fund and Soleus PE Fund III, except to the extent of its pecuniary interest therein. The address of Mr. Levy and of each of the entities listed is c/o Soleus Capital Management, L.P., 104 Field Point Road, 2nd Floor, Greenwich, CT 06830.
(13) Based on information available to us and filed on a Schedule 13G/A by Sands Capital Life Sciences Pulse Fund II, L.P. ("Sands Pulse Fund II") on February 13, 2026, with the SEC. Consists of (i) 13,018,965 shares of common stock, (ii) 5,475,000 shares of common stock issuable upon exercise of Series A-1 Warrants and (iii) 10,068,120 shares of common stock issuable upon exercise of Series B-1 Warrants. The securities are directly held by Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund II-GP, L.P. ("Sands Pulse GP LP") is the general partner of Sands Pulse Fund II. Sands Capital Life Sciences Pulse Fund-GP, LLC ("Sands Pulse GP LLC" and, together with Sands Pulse GP LP, the "Sands General Partners") is the general partner of Sands Pulse GP LP. Sands Capital Alternatives is the investment manager of Sands Pulse Fund II and thus may be deemed to beneficially own the shares of Common Stock held by Sands Pulse Fund II. Frank M. Sands holds ultimate voting and investment power over securities held by Sands Pulse Fund II, and thus may be deemed to beneficially own the shares held by Sands Pulse Fund II. Each of Mr. Sands, Sands Pulse Fund II, and the Sands General Partners disclaim beneficial ownership of any securities beyond its pecuniary interest therein.. The address of each of the entities and the individual listed is c/o Sands Capital Ventures, LLC, 1000 Wilson Boulevard, Suite 3000, Arlington, VA 22209.
(14) Based on information available to us and filed on a Schedule 13G/A by Fairmount Funds Management, LLC on February 17, 2026, with the SEC. Consists of (i) 8,625,000 shares of our common stock issued pursuant to the Purchase Agreement, (ii) 3,836,101 shares of our common stock issuable upon exercise of Pre-Funded Warrants, (iii) 5,290,872 shares of our common stock issuable upon exercise of Series A-1 Warrants and (iv) 9,729,523 shares of our common stock issuable upon exercise of Series B-1 Warrants. The Pre-Funded Warrants are subject to a beneficial ownership limitation of 9.99%. The securities are directly held by Fairmount Healthcare Fund II L.P. (“Fairmount Fund II”). Fairmount Funds Management LLC (“Fairmount”) serves as investment manager for Fairmount Fund II. Fairmount Fund II has delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in Fairmount Fund II’s portfolio. Because Fairmount Fund II has divested itself of voting and investment power over the securities it holds and may not revoke that delegation on less than 61 days’ notice, Fairmount Fund II disclaims beneficial ownership of the securities it holds. The general partner of Fairmount is Fairmount Funds Management GP LLC (“Fairmount GP”). As managing members of Fairmount GP, Peter Harwin and Tomas Kiselak may be deemed to have voting and investment power over the shares held by Fairmount Fund II. Fairmount, Fairmount GP, Peter Harwin and Tomas Kiselak disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address of each of the entities and individuals listed is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.
(15) Based on information available to us and filed on a Schedule 13G/A by Perceptive Advisors LLC on February 17, 2026, with the SEC. Consists of (i) 5,421,568 shares of common stock, (ii) 790,000 shares of common stock issuable upon exercise of Pre-Funded Warrants, (iii) 3,357,211 shares of common stock issuable upon exercise of Series A-1 Warrants and (iv) 6,173,664 shares of common stock issuable upon exercise of Series B-1 Warrants. The Pre-Funded Warrants are subject to a 9.99% beneficial ownership limitation. The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors LLC is the investment manager to Perceptive Life Sciences Master Fund, Ltd. and may be deemed to beneficially own the securities directly held by Perceptive Life Sciences Master Fund, Ltd. Joseph Edelman is the managing member of Perceptive Advisors LLC and may be deemed to beneficially own the shares held by Perceptive Life Sciences Master Fund, Ltd. Each of Perceptive Advisors LLC and Mr. Edelman expressly disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The address of Perceptive Life Sciences Master Fund, Ltd. is 51 Astor Place, 10th Floor, New York, NY 10003.
(16) Based on information available to us and filed on a Schedule 13G/A by ADAR1 Capital Management, LLC on February 17, 2026, with the SEC. Consists of (i) 6,030,160 shares of common stock held by ADAR1 Partners, LP, 916,571 shares of common stock held by Spearhead Insurance Solutions IDF, LLC, 510,949 shares of common stock held by ADAR1 SPV I, LP, and 606,269 shares held by other separately managed accounts and (ii) 2,555,000 shares of common stock issuable upon exercise of Series A-1 Warrants and 4,698,456 shares of common stock issuable upon exercise of Series B-1 Warrants; of which (a) 2,046,577 Series A-1 Warrants and 3,763,505 Series B-1 Warrants are directly held by ADAR1 Partners, LP (“ADAR1 Partners”), (b) 252,948 Series A-1 Warrants and 465,153 Series B-1 Warrants are directly held by Spearhead Insurance Solutions IDF, LLC—Series ADAR1 (“Spearhead”) and (c) 255,475 Series A-1 Warrants and 469,798 Series B-1 Warrants are directly held by ADAR1 SPV I, LP (“ADAR1 SPV”). ADAR1 Capital Management, LLC (“ADAR1 Capital Management”) acts as an investment adviser to, and manages investment and trading accounts of, ADAR1 Partners and ADAR1 SPV. ADAR1 Capital Management GP, LLC (“ADAR1 General Partner”) acts as the general partner of ADAR1 Partners and ADAR1 SPV. ADAR1 Capital Management and ADAR1 General Partner may be deemed to indirectly beneficially own the securities held by ADAR1 Partners and ADAR1 SPV. Daniel Schneeberger is the Manager of ADAR1 Capital Management and ADAR1 General Partner. Mr. Schneeberger may be deemed to indirectly beneficially own securities held by ADAR1 Partners and ADAR1 SPV. ADAR1 Capital Management serves as sub-advisor to Spearhead and Mr. Schneeberger, as manager of ADAR1 Capital Management, may also be deemed to indirectly beneficially own the securities held by Spearhead. Ken Foley is the managing member of Spearhead and may be deemed to indirectly own the securities held by Spearhead. The address of each of ADAR1 Partners, ADAR1 SPV, ADAR1 Capital Management, ADAR1 General Partner and Mr. Schneeberger is 3503 Wild Cherry Drive, Building 9, Austin, TX 78738 and the address of Spearhead and Mr. Foley is 3828 Kennett Pike, Ste 202, Greenville, DE 19807.
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(17) Based on information available to us and filed on a Schedule 13G by SP IKT Holdings LLC on October 28, 2024, with the SEC. Consists of (i) 5,840,000 shares of common stock held by SP IKT Holdings LLC and (ii) 2,920,000 shares of common stock issuable upon exercise of Series A-1 Warrants and (iii) 5,369,664 shares of our common stock issuable upon exercise of Series B-1 Warrants. The securities are directly held by SP IKT Holdings LLC, a Delaware Limited Liability Company (“SP IKT”), and may be deemed to be beneficially owned by: SP Soleus Holdings LLC (“Soleus Holdings”), as the sole member of SP IKT. Soleus Holdings is managed by a four-member board of managers, which currently includes Charles A. Davis, Stephen Friedman, David J. Wermuth and Christopher Timchak, each of whom may be deemed to beneficially own the securities held by SP IKT. Each of Messrs. Davis, Friedman, Wermuth and Timchak disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. The address of SP IKT is c/o SP Soleus Holdings LLC, 20 Horseneck Ln., Greenwich, CT 06880.
(18) Information is solely based on a Schedule 13G/A filed by Nantahala Capital Management, LLC (“Nantahala”) on February 13, 2026, with the SEC. Nantahala may be deemed to be the beneficial owner of 7,037,916 shares of common stock held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 7,037,916 shares of common stock includes 3,108,624 Shares which may be acquired by Nantahala within sixty days through the exercise of warrants. As the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The address of the principal business office of Nantahala is 130 Main St., 2nd Floor, New Canaan, Connecticut 06840.
Item 13. Certain Rel ationships and Related Transactions, and Director Independence.
In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed in the section titled “Executive Compensation” in this Annual Report, since January 1, 2024, we have not been nor are we a party to any transactions or any currently proposed transaction in which:
• we have been or are to be a party to;
• the amount involved exceeded or exceeds $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years; and
• any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
For information on our compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, see the section titled “Executive Compensation” in this Annual Report.
Indemnification Agreements
We entered into separate indemnification agreements with each of our directors and executive officers, in addition to the indemnification that is provided for in our amended and restated certificate of incorporation and amended and restated bylaws. The indemnification agreements and our amended restated certificate of incorporation and amended and restated bylaws that became effective upon the completion of our initial public offering require us to indemnify our directors, executive officers and certain controlling persons to the fullest extent permitted by Delaware law. See the section titled “Directors, Executive Officers and Corporate Governance — Limitation of Liability and Indemnification” for additional information.
Related Person Transaction Policy
Our board of directors adopted a written related person transaction policy providing that transactions with our directors, officers and holders of 5% or more of our voting securities and their affiliates, each a related person, must be approved or ratified by our audit committee. This policy became effective on December 22, 2020. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving “related person transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our voting securities, in each case since the beginning of the most recently completed year, and their immediate family members.
As appropriate for the circumstances, the audit committee will review and consider:
• the related person’s interest in the related person transaction;
• the approximate dollar amount involved in the related person transaction;
• the approximate dollar amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
103
• whether the transaction was undertaken in the ordinary course of our business;
• whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; and
• any other information regarding the related-party transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
Item 14. Principal Acco untant Fees and Services.
The following table sets forth the aggregate fees billed by CohnReznick LLP in connection with audit and other services rendered during the past two fiscal years.
December 31,
Fee Category
2025
2024
Audit Fees (1)
$
487,939
$
464,034
Audit-Related Fees (2)
—
—
Tax Fees (3)
118,321
115,552
All Other Fees (4)
—
—
Total Fees
$
606,260
$
579,586
(1) Audit fees in 2025 and 2024 include fees related to the annual audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and comfort letters, consents and assistance with and review of documents filed with the SEC.
(2) There were no audit-related fees incurred in 2025 or 2024.
(3) Tax fees are related to tax compliance, tax advice and tax planning services, including the review and preparation of our federal and state income tax returns.
(4) There were no other fees incurred in 2025 or 2024.
The audit committee pre-approved all services described above in accordance with the pre-approval policies and procedures described below.
Audit Committee Pre-Approval Policies and Procedures
The audit committee is responsible for appointing, retaining, setting compensation for, and evaluating and overseeing the work of the independent registered public accounting firm. The audit committee’s charter establishes a policy that all audit and permissible non-audit services provided by the independent registered public accounting firm will be pre-approved by the audit committee.
All such audit and permissible non-audit services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2025. These services may include audit services, audit-related services, tax services and other services. The audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our independent registered public accounting firm. The responsibility to pre-approve audit and non-audit services may be delegated by the audit committee to one or more members of the audit committee; provided that any decisions made by such member or members must be presented to the full audit committee at its next scheduled meeting.
104
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB # 596 )
F- 1
Consolidated Balance Sheets as of December 31, 2025 and 2024
F- 4
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024
F- 5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024
F- 6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
F- 7
Notes to Consolidated Financial Statements
F- 8
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders of Inhibikase Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Inhibikase Therapeutics, Inc. and Subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements,
F- 1
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Stock Based Compensation – Initial Measurement of Fair Value
As described further in Note 2 of the notes to the consolidated financial statements with regards to the policy note on Stock-Based Compensation, the Company issued certain options that were deemed complex option structures. To estimate the grant date fair value of the complex option structure awards, the Company utilized a Monte Carlo valuation model to estimate a range of potential future outcomes over the expected term of the awards. With the assistance of valuation specialists, the Company estimated the fair value of the complex option structures awarded during the year ended December 31, 2025.
We identified the assessment of the fair value of the complex option structure awards as a critical audit matter associated with the complexity of management's judgments and estimates related to the valuation of the complex option structure awards. Given these factors, the related audit effort in evaluating management's judgments and estimates in assessing the valuation of the complex option structure awards was complex, subjective and challenging and required a high degree of auditor judgment.
How our Audit Addressed the Critical Audit Matter
Our principal audit procedures related to this critical audit matter included the following:
• We obtained an understanding of and evaluated the design and implementation of controls that addressed the risk of material misstatement for the valuation of the complex option structure awards.
• We evaluated management's significant accounting policies related to valuation of option awards for reasonableness.
• We assessed whether the use of a Monte Carlo simulation model was appropriate for the characteristics of the awards.
• We inspected the grant agreements to understand the key terms and conditions that affect fair value.
• We tested the reasonableness of the key assumptions used in the valuation, including stock price, volatility, risk free interest rates, exercise conditions and probability assessments.
• We involved valuation professionals to evaluate the methodology, assumptions and results of the Monte Carlo valuation, including the final grant date fair value conclusion.
Asset Purchase Agreement – CorHepta Pharmaceuticals, Inc.
As described further in Note 7 in the consolidated financial statements, the Company entered into an Agreement and Plan of Merger and Reorganization with CorHepta Pharmaceuticals, Inc. (the "Acquisition Agreement"). The Acquisition Agreement included a contingent consideration provision subject to the achievement of certain milestones, which is required to be recognized at fair value, along with post-merger compensation expense subject to both service based and performance based vesting conditions.
The financial reporting of the Acquisition Agreement involved significant judgments and estimates by management in the determination of the accounting for the asset acquisition, accounting for the post-merger compensation expense and probability assessments related to the contingent consideration included in the terms of the Acquisition Agreement. Given these factors, the related audit effort in evaluating management's accounting and judgments of the Acquisition Agreement was complex, subjective and challenging and required a high degree of auditor judgment.
How our Audit Addressed the Critical Audit Matter
Our principal audit procedures related to this critical audit matter included the following:
• We obtained an understanding of and evaluated the design and implementation of controls that addressed the risk of material misstatement for the financial reporting of the Acquisition Agreement.
• We evaluated management's significant accounting policies related to asset acquisitions for reasonableness.
• We inspected the Acquisition Agreement to understand the components of consideration, including contingent consideration and post-merger compensation expense.
• We assessed the probability of certain milestones being met, including both service and performance conditions which impact the determination of the overall merger consideration, including contingent consideration and post-merger compensation expense.
F- 2
• We involved individuals with specialized skill and knowledge to assist in testing the Company's methodology and significant assumptions involved in the terms of the Acquisition Agreement.
• We recalculated the remeasurement of the fair value of the contingent consideration as of the reporting date.
• We evaluated the adequacy of the related consolidated financial statement disclosures.
/s/ CohnReznick LLP
We have served as the Company's auditor since 2018.
Holmdel, New Jersey
March 26, 2026
F- 3
Inhibikase Therapeutics, Inc.
Consolidated Balance Sheets
December 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents
$
139,220,208
$
56,490,579
Marketable securities
39,543,820
41,052,949
Prepaid research and development
1,001,993
81,308
Prepaid expenses and other current assets
343,374
826,473
Total current assets
180,109,395
98,451,309
Equipment and improvements, net
—
47,100
Right-of-use asset
—
101,437
Prepaid research and development, noncurrent
1,000,000
—
Other assets
95,121
—
Total assets
$
181,204,516
$
98,599,846
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
$
1,158,054
$
943,019
Lease obligation, current
—
110,517
Accrued expenses and other current liabilities
4,081,282
2,680,030
Contingent consideration liability
3,061,501
—
Total current liabilities
8,300,837
3,733,566
Total liabilities
8,300,837
3,733,566
Commitments and contingencies (see Note 15)
Stockholders’ equity:
Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024
—
—
Common stock, $ 0.001 par value; 500,000,000 and 100,000,000 shares authorized; 131,691,237 and 69,362,439 shares issued and outstanding (including 4,149,252 and 0 contingently issuable shares - see Note 7) at December 31, 2025 and December 31, 2024, respectively
131,691
69,362
Additional paid-in capital
315,429,986
189,254,777
Accumulated other comprehensive income (loss)
21,802
( 37,248
)
Accumulated deficit
( 142,679,800
)
( 94,420,611
)
Total stockholders' equity
172,903,679
94,866,280
Total liabilities and stockholders’ equity
$
181,204,516
$
98,599,846
See accompanying notes to consolidated financial statements.
F- 4
Inhibikase Therapeutics, Inc.
Consolidated Statements of Operations and Comprehensive Loss
Year ended December 31,
2025
2024
Costs and expenses:
Research and development
$
29,793,146
$
17,210,548
Selling, general and administrative
23,555,079
11,378,520
Change in fair value contingent consideration
( 1,373,942
)
—
Total costs and expenses
51,974,283
28,589,068
Loss from operations
( 51,974,283
)
( 28,589,068
)
Interest income
3,715,094
1,069,182
Net loss
( 48,259,189
)
( 27,519,886
)
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on marketable securities
59,050
( 38,125
)
Comprehensive loss
$
( 48,200,139
)
$
( 27,558,011
)
Net loss per share – basic and diluted
$
( 0.49
)
$
( 1.16
)
Weighted-average number of shares – basic and diluted
98,310,190
23,712,220
See accompanying notes to consolidated financial statements.
F- 5
Inhibikase Therapeutics, Inc.
Consolidated Statements of Stoc kholders’ Equity
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
Balance at December 31, 2023
6,186,280
$
6,186
$
77,871,584
$
877
$
( 66,900,725
)
$
10,977,922
Stock-based compensation expense
—
—
8,140,617
—
—
8,140,617
Issuance of common stock, pre-funded warrants and warrants, net of issuance costs
63,176,159
63,176
103,242,576
—
—
103,305,752
Other comprehensive loss
—
—
—
( 38,125
)
—
( 38,125
)
Net loss
—
—
—
—
( 27,519,886
)
( 27,519,886
)
Balance at December 31, 2024
69,362,439
69,362
189,254,777
( 37,248
)
( 94,420,611
)
94,866,280
Stock-based compensation expense
—
—
15,309,924
—
—
15,309,924
Issuance of common stock, pre-funded warrants and warrants, net of issuance costs
57,416,415
57,417
110,020,580
—
—
110,077,997
Contingently issuable common stock subject to vesting criteria (see Note 7)
4,149,252
4,149
—
—
—
4,149
Issuance of common stock, stock options exercised
763,131
763
844,705
—
—
845,468
Other comprehensive income
—
—
—
59,050
—
59,050
Net loss
—
—
—
—
( 48,259,189
)
( 48,259,189
)
Balance at December 31, 2025
131,691,237
$
131,691
$
315,429,986
$
21,802
$
( 142,679,800
)
$
172,903,679
See accompanying notes to consolidated financial statements.
F- 6
Inhibikase Therapeutics, Inc.
Consolidated Statements of Cash Flows
Year ended December 31,
2025
2024
Cash flows from operating activities
Net loss
$
( 48,259,189
)
$
( 27,519,886
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
60,499
26,272
Stock-based compensation expense
15,309,924
8,140,617
Write-off of in-process research and development
7,357,294
—
Change in fair value of contingent consideration
( 1,373,942
)
—
Non-cash accretion on marketable securities
( 936,975
)
—
Changes in operating assets and liabilities:
Operating lease right‑of‑use assets
101,437
120,790
Prepaid expenses and other current assets
532,732
( 616,523
)
Prepaid research and development
( 1,920,685
)
138,508
Other assets
( 95,121
)
—
Accounts payable
146,827
271,782
Operating lease liabilities
( 110,517
)
( 129,702
)
Accrued expenses and other current liabilities
1,401,252
420,075
Net cash used in operating activities
( 27,786,464
)
( 19,148,067
)
Cash flows from investing activities
Purchases of equipment and improvements
( 13,399
)
—
Purchases of investments - marketable securities
( 39,094,847
)
( 60,455,103
)
Maturities of investments - marketable securities
41,600,000
23,450,902
Acquired in-process research and development
( 438,624
)
—
Net cash provided by (used in) investing activities
2,053,130
( 37,004,201
)
Cash flows from financing activities
Proceeds from issuance of common stock, pre-funded warrants and warrants, net of issuance costs
107,617,495
103,477,668
Issuance of common stock from exercise of stock options
845,468
—
Net cash provided by financing activities
108,462,963
103,477,668
Net increase in cash and cash equivalents
82,729,629
47,325,400
Cash and cash equivalents at beginning of year
56,490,579
9,165,179
Cash and cash equivalents at end of year
$
139,220,208
$
56,490,579
Supplemental disclosures of cash flow information
Issuance costs
$
7,359,783
$
11,499,089
Non-cash investing and financing activities
Contingent consideration
$
4,435,443
$
—
Non-cash IPR&D acquired through common stock contingently issued shares
$
2,464,652
$
—
Non-cash financing costs included in accounts payable
$
373,231
$
—
CorHepta transaction costs
$
175,000
$
—
Write-off of fully depreciated equipment and improvements
$
117,224
$
—
See accompanying notes to consolidated financial statements.
F- 7
Inhibikase Therapeutics, Inc.
Notes to Consolidated Financi al Statements
1. Nature of Business
Inhibikase Therapeutics, Inc. is a clinical-stage pharmaceutical company developing therapeutics to modify the course of cardiopulmonary diseases, namely, Pulmonary Arterial Hypertension (“PAH”), in which aberrant signaling through type III receptor tyrosine kinases, including platelet derived growth factor receptors and a stem cell factor receptor, known as “c-Kit”, has been implicated. The Company's lead product candidate is IKT-001, a prodrug of imatinib mesylate (“imatinib”), for PAH which is an orphan indication. Imatinib was first approved in the United States in 2001 for various cancers and blood disorders and, following more than 20 years of clinical use, has a well-characterized safety profile with the first reported use of imatinib in PAH occurring in 2005. PAH is a progressive, life-threatening disease characterized by pulmonary vascular remodeling and elevated pulmonary vascular resistance that affects approximately 50,000 Americans. The Company has completed a non-human primate safety study and a bioequivalence clinical study in healthy volunteers to determine the doses of IKT-001 that are equivalent to imatinib. Our Phase 3 clinical study, named IMPROVE-PAH ( I KT-001 for M easuring P ulmonary Vascular R esistance and O utcome V ariables in a Phase 3 E valuation of PAH ), has been initiated with the activation of a small number of sites and the recent commencement of patient pre-screening activities at those sites.
Liquidity
As of December 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 178.8 million.
The Company has incurred recurring losses and at December 31, 2025, had an accumulated deficit of $ 142.7 million.
To date, the Company has funded its operations primarily through public offerings of its common stock, private placements of its common stock (and pre-funded warrants) and sales of common stock through at-the-market (“ATM”) offerings. In December 2020, June 2021, January 2023, May 2024, October 2024 and November 2025, the Company raised approximately $ 14.6 million, $ 41.1 million, $ 8.5 million, $ 3.2 million, $ 99.6 million and $ 107.6 million, respectively, in net proceeds and $ 0.5 million in net ATM proceeds in 2024.
The Company is subject to a variety of risks similar to other early-stage life science companies including, but not limited to, the successful development, regulatory approval, and market acceptance of the Company’s product candidates, development by its competitors of new technological innovations, protection of proprietary technology, and raising additional working capital. The Company has incurred significant research and development expenses, general and administrative expenses related to its product candidate programs and negative cash flows from operations. The Company anticipates costs and expenses to increase in the future as the Company continues to develop and pursue regulatory approval of IKT-001.
The Company may seek to fund its operations through additional public equity, private equity, or debt financings, as well as other sources. However, the Company may be unable to raise additional working capital, or if it is able to raise additional capital, it may be unable to do so on commercially favorable terms or in a timely fashion (see Note 11). In addition, potential proceeds from the exercise of the Series A-1 Warrants or the Series B-1 Warrants may not be available to the Company in a timely fashion, or at all. The Company’s failure to raise sufficient or timely capital or enter into such other arrangements would have a negative impact on the Company’s business, financial viability, results of operations and financial condition and the Company’s ability to continue to develop its product candidates.
The Company estimates that its cash and cash equivalents and marketable securities at December 31, 2025 is sufficient to fund its normal operations for at least the next twelve months from the date of issuance of these consolidated financial statements.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
F- 8
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements for the years ended December 31, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) for financial information, which prescribes elimination of all significant inter-company accounts and transactions in the accounts of the Company and its wholly owned subsidiary, IKT Securities Corporation and CorHepta Pharmaceuticals, Inc. In the opinion of management, these consolidated financial statements reflect all adjustments which are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
Consolidation
The accompanying consolidated financial statements include the Company and its wholly owned subsidiaries, IKT Securities Corporation and CorHepta Pharmaceuticals, Inc. The Company has eliminated all inter-company transactions for the years presented.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to exercise judgment and make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company utilizes certain estimates in the determination of our liquidity and working capital adequacy, contingent consideration, the fair value of its stock options and warrants, deferred tax valuation allowances, and to record expenses relating to research and development contracts and accrued expenses. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from such estimates.
Off-Balance Sheet Risk and Concentrations of Credit Risk
The Company has no significant off-balance sheet risks, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded on the consolidated balance sheets.
The Company has not experienced any losses in such accounts and management believes that the Company does not have significant credit risk with respect to such cash and cash equivalents and marketable securities.
Segment Information
Operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker or decision-making group in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating and reporting segment, which is the business of developing protein kinase inhibitor therapeutics (see Note 17).
Cash, Cash Equivalents and Marketable Securities
The Company considers all highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less at date of purchase to be cash equivalents. The Company had cash, cash equivalents and marketable securities of $ 178.8 million and $ 97.5 million at December 31, 2025 and 2024, respectively.
Accounts receivable
The Company makes judgments as to its ability to collect outstanding receivables and provides a provision for credit losses for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices along with current economic conditions. To date, the Company has not had any provision for credit losses, and the Company did no t have any accounts receivable as of December 31, 2025 and 2024. As of January 1, 2024, the Company did not have any accounts receivable.
F- 9
Leases
The Company accounts for its leases under ASU 2021-09, ASU 2018-10, and ASC Topic 842, Leases (“ASC 842”). ASC 842 requires a lessee to record a right-of-use asset and a corresponding lease liability for most lease arrangements on the Company's balance sheet. Under the standard, disclosure of key information about leasing arrangements to assist users of the consolidated financial statements with assessing the amount, timing and uncertainty of cash flows arising from leases is required.
Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any of these criteria.
For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease.
The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred if any, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the secured incremental borrowing rate for the same term as the underlying lease.
Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.
Lease cost for operating leases consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease cost are any variable lease payments incurred in the period that are not included in the initial lease liability and lease payments incurred in the period for any leases with an initial term of 12 months or less. Lease cost for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense.
The Company has made an accounting policy election to not recognize leases with an initial term of 12 months or less within our consolidated balance sheets and to recognize those lease payments on a straight-line basis in our consolidated statements of operations and comprehensive loss over the lease term.
Equipment and Improvements
Equipment and improvements are stated at cost, less accumulated depreciation. For financial reporting purposes, depreciation is recognized using the straight-line method, allocating the cost of the assets over their estimated usefulness from three to five years for network equipment, office equipment, and furniture classified as fixed assets.
Estimated Useful Economic Life
Leasehold property improvements, right-of-use assets
Lesser of lease term or useful life
Furniture and office equipment
3 - 5 years
IT equipment
3 years
Fair Value Measurements
The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.
· Level 1 — Fair values are determined utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access;
· Level 2 — Fair values are determined by utilizing quoted prices for identical or similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and
F- 10
· Level 3 — Inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The Company’s financial assets, which include cash equivalents and marketable securities, have been initially valued at the transaction price, and subsequently revalued at the end of each reporting period, utilizing third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, to determine value and improvements are stated at cost, less accumulated depreciation.
Marketable Securities
The Company's marketable securities consist of U.S. Treasury bills with maturities of less than one year which are classified as available-for-sale and included in current assets on the consolidated balance sheets. Available-for-sale debt securities are carried at fair value with unrealized gains and losses reported as a component of stockholders’ equity in accumulated other comprehensive income (loss). Realized gains and losses, if any, are included in other income, net in the consolidated statements of operations and comprehensive loss.
Available-for-sale securities are reviewed for possible impairment at least quarterly, or more frequently if circumstances arise that may indicate impairment. When the fair value of the securities declines below the amortized cost basis, impairment is indicated and it must be determined whether it is other than temporary. Impairment is considered to be other than temporary if the Company: (i) intends to sell the security, (ii) will more likely than not be forced to sell the security before recovering its cost, or (iii) does not expect to recover the security’s amortized cost basis. If the decline in fair value is considered other than temporary, the cost basis of the security is adjusted to its fair market value and the realized loss is reported.
Asset Acquisitions
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets.
For asset acquisitions, a cost accumulation model is used to determine the cost of an asset acquisition. Common stock issued as consideration in an asset acquisition is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an asset acquisition. The Company also evaluates which elements of a transaction should be accounted for as a part of an asset acquisition and which should be accounted for separately. Consideration deposited into escrow accounts are evaluated to determine whether it should be included as part of the cost of an asset acquisition or accounted for as contingent consideration.
The costs of an asset acquisition, including transaction costs, are allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. However, as of the date of acquisition, if certain assets are carried at fair value under other applicable GAAP, the consideration is first allocated to those assets with the remainder allocated to the non-monetary identifiable assets based on relative fair value basis.
Contingent Consideration Liabilities
The Company recognizes contingent consideration issued in connection with asset acquisitions when it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated.
The Company remeasures the contingent consideration liability to fair value at each reporting date based on the share price on that day times the number of shares, until the contingency is resolved or expires, with changes in the fair value of the contingent consideration liability included within operating expenses on the Company’s consolidated statements of operations and comprehensive loss.
F- 11
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company did not report any revenue for the years ended December 31, 2025 and 2024.
Research and Development Costs
Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, and include salaries and benefits, stock compensation, research-related subcontractors and consultants, supplies and overhead costs and in-process research and development. Advance payments made to suppliers and contract research organizations are classified as prepaid research and development and are expensed as research and development as the supplies are consumed and the contract services are provided.
During the years ended December 31, 2025 and 2024 the Company incurred expenses of approximately $ 0 and $ 307,000 , respectively, with a related party vendor included in research and development expenses. As of December 31, 2025 and 2024, the Company did no t have a payable or accrued expense balance with a related party.
Stock-Based Compensation
The Company has a stock-based compensation plan which is more fully described in Note 10. The Company records stock-based compensation for options granted to employees and to members of the board of directors for their services, based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the applicable service period, which is generally one to four years. The Company accounts for non-employee stock-based compensation arrangements based upon the fair value of the consideration received or the equity instruments issued, whichever is more reliably measurable. Stock-based compensation costs for non-employee awards are recognized as services are provided, which is generally the vesting period.
The Company uses a Monte Carlo simulation to determine the fair value of complex option structures. For all non-complex option structures, the Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of stock options. The use of the Black-Scholes-Merton option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company has concluded that the historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term. Therefore, the expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Because our shares have a limited trading history, we estimate expected stock price volatility using a combination of (i) the historical volatility of our own common stock for the period for which trading data is available and (ii) the historical volatility of a group of comparable publicly traded peer companies in our industry. For these analyses, companies with comparable characteristics are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. As our common stock accumulates additional trading history, we will continue to evaluate the appropriateness of leveraging peer-group volatility and will transition to using only our own historical volatility when sufficient data becomes available. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The risk-free interest rate is determined by reference to U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company has not paid, and does not anticipate paying, cash dividends on shares of common stock.
Income Taxes
The Company provides for income taxes using the asset and liability method. The Company provides deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax assets to the amount that will more likely than not be realized.
The Company does not have any material uncertain tax positions for which reserves would be required. The Company will recognize interest and penalties related to uncertain tax positions, if any, in income tax expense.
F- 12
Net Loss Per Share
Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of shares outstanding during the period which includes the Company's pre-funded warrants and shares held in abeyance from date of issuance, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, warrants to purchase common stock and stock options are considered to be common stock equivalents, but have been excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented.
Recent Accounting Standards
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are generally adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. As of December 31, 2025, the Company adopted this new ASU retrospectively and it only impacts the Company's income tax disclosures with no impact to its operations, cash flows, or financial condition.
In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The ASU requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU's amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The Company is currently evaluating the effect of adopting this ASU.
3. Supplemental Balance Sheet Information
Accrued expenses and other current liabilities consist of the following:
December 31,
2025
December 31,
2024
Accrued consulting
$
23,899
$
202,379
Accrued compensation
3,262,695
999,303
Accrued research and development
581,761
1,397,348
Accrued other
212,927
81,000
Total accrued expenses and other current liabilities
$
4,081,282
$
2,680,030
F- 13
4. Fair Value of Financial Instruments
The following table summarizes cash equivalents and marketable securities measured at their fair value on a recurring basis as of:
Fair Value Measurements as of December 31, 2025:
Level 1
Level 2
Level 3
Total
Cash equivalents:
Money market funds
$
14,824,866
$
—
$
—
$
14,824,866
Total
$
14,824,866
$
—
$
—
$
14,824,866
Marketable securities, available-for-sale:
U.S. Treasury obligations
$
39,543,820
$
—
$
—
$
39,543,820
Total
$
39,543,820
$
—
$
—
$
39,543,820
Other current liabilities:
Contingent consideration (see Note 7)
$
—
$
—
$
3,061,501
$
3,061,501
Total
$
—
$
—
$
3,061,501
$
3,061,501
Fair Value Measurements as of December 31, 2024:
Level 1
Level 2
Level 3
Total
Cash equivalents:
Money market funds
$
11,238,598
$
—
$
—
$
11,238,598
Total
$
11,238,598
$
—
$
—
$
11,238,598
Marketable securities, available-for-sale:
U.S. Treasury obligations
$
41,052,949
$
—
$
—
$
41,052,949
Total
$
41,052,949
$
—
$
—
$
41,052,949
Th e following table provides a rollforward of the contingent consideration related to the acquisition of CorHepta (see Note 7):
Year ended December 31,
2025
2024
Balance, beginning
$
—
$
—
Additions
4,435,443
—
Payments
—
—
Change in fair value
( 1,373,942
)
—
Balance, ending
$
3,061,501
$
—
5. Marketable Securities
Marketable securities consisted of the following:
December 31, 2025
Amortized Cost
Unrealized Gain
Unrealized Loss
Fair Value
Marketable securities, available-for-sale:
U.S. Treasury obligations
$
39,522,018
$
21,802
$
—
$
39,543,820
Total
$
39,522,018
$
21,802
$
—
$
39,543,820
F- 14
December 31, 2024
Amortized Cost
Unrealized Gain
Unrealized Loss
Fair Value
Marketable securities, available-for-sale:
U.S. Treasury obligations
$
41,090,197
$
—
$
( 37,248
)
$
41,052,949
Total
$
41,090,197
$
—
$
( 37,248
)
$
41,052,949
As of December 31, 2025, the Comp any held seven U.S. Treasury debt securities that were in an unrealized gain position totaling $ 21,802 and held no securities that were in an unrealized loss position. As of December 31, 2024, the Comp any held seven U.S. Treasury debt securities that were in an unrealized loss position totaling $ 37,248 . All U.S. treasury obligations were due to mature in less than one year for the years ended December 31, 2025 and 2024, respectively.
The Company received pr oceeds of $ 41.6 million from maturities of marketable securities for the year ended December 31, 2025. The Company received proceeds of $ 23.5 million from maturities of marketable securities for the year ended December 31, 2024.
6. Equipment and Improvements
Equipment and Improvements, net
December 31,
2025
December 31,
2024
Furniture and office equipment
$
—
$
86,930
IT equipment
—
16,895
—
103,825
Less: Accumulated depreciation
—
56,725
Total
$
—
$
47,100
Depreciation expense for the year ended December 31, 2025 was $ 60,499 . Depreciation expense for the year ended December 31, 2024 was $ 26,272 . Upon expiration of the Company’s lease on September 30, 2025, the Company disposed of the related equipment.
7. Acquisition of CorHepta
On February 21, 2025 , the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with Project IKT Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and CorHepta Pharmaceuticals, Inc. a Delaware corporation (“CorHepta”). Pursuant to the Merger Agreement, on the closing date, Merger Sub merged with and into CorHepta, with CorHepta surviving as a wholly-owned subsidiary of the Company. The Company agreed to issue 4,979,101 shares of the Company’s common stock to the shareholders of CorHepta, of which (i) 829,849 shares were fully vested on the acquisition date, (ii) 2,489,030 shares represented contingent consideration which were subject to the achievement of certain milestones by February 21, 2026, which did not occur, and (iii) 1,660,222 shares represented post-merger compensation expense, subject to both service- and performance-based vesting conditions (see Note 10) of which the latter did not occur. As of the acquisition date, the achievement of the only service condition included in 1,493,415 of the unvested in category (ii) was deemed probable, and the fair value of the related shares was included in the purchase price of the acquisition as contingent consideration of $ 4,435,443 . The Company recognizes a contingent consideration liability and corresponding expense for the remaining contingent consideration sh ares in future periods when it is probable that a liability has been incurred and the amount of that liability can be reasonably estimated. As of December 31, 2025, the remaining performance-based vesting conditions are not probable and cannot be estimated. As of February 21, 2026, the performance milestone was not satisfied.
The Company remeasures the initial contingent consideration recognized at acquisition shown below to fair value at each reporting date and recorded a change in fair value of $ 1,373,942 during the year ended December 31, 2025, which is included within operating expenses. The holders of a total of 4,149,252 unvested shares (those issued in connection with the acquisition outlined in (ii) and (iii) above, unless and until forfeited in accordance with the terms of the Merger Agreement) shall be entitled to exercise all voting rights with respect to such shares, and receive all dividends payable in respect of such shares. The Company does not forecast paying any dividends in the foreseeable future. The 4,149,252 unvested shares are excluded from the weighted-average number of shares outstanding used in the calculation of basic loss per share for the twelve months ended December 31, 2025, since they are held by the Company and not considered “outstanding” until vested. The 4,149,252 unvested shares will be treated as “contingently
F- 15
issuable” shares as that term is defined in ASC 260-10-45-54 for purposes of any diluted earnings per share calculations in periods those apply.
The Company determined that the transaction represented an asset acquisition as defined by ASC 805 as substantially all of the value was attributed to a single intangible asset, in-process research and development (“IPR&D”). As a result, the consideration transferred was allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their relative fair values resulting in approximately $ 7.4 million being assigned to the IPR&D asset.
The fair value of consideration transferred was determined as follows:
Shares
Share Price at Closing
Fair Value at Acquisition
February 21, 2025
Fully vested shares
829,849
$
2.97
$
2,464,652
Contingent consideration
1,493,415
2.97
4,435,443
Transaction costs incurred by the Company
438,624
Fair value of consideration
$
7,338,719
The allocation of consideration transferred is as follows:
Acquired IPR&D
$
7,357,294
Cash
49,633
Current liabilities
( 68,208
)
Fair value of consideration
$
7,338,719
The IPR&D had not reached technological feasibility and had no alternative future use at the acquisition date, and therefore, the acquired IPR&D asset of $ 7,357,294 was written-off as research and development expense in the Company’s consolidated statements of operations and comprehensive loss immediately following the acquisition in accordance with ASC 730.
8. ABLi License Agreement
On May 5, 2025, the Company entered into a license agreement (the "License Agreement") with ABLi Therapeutics, Inc. ("ABLi"), pursuant to which the Company granted ABLi an exclusive, sub-licensable, royalty-bearing license over the Licensed IP (as defined in the License Agreement) to develop, manufacture, and commercialize risvodetinib (IKT-148009) globally. Under the terms of the License Agreement, ABLi is solely responsible for all further development and commercialization activities of Risvodetinib and will bear all costs incurred in connection with these efforts. If ABLi does not meet certain milestones with respect to the Licensed Material within 18 months, then the License Agreement will automatically terminate.
The Company assessed the transaction under ASC 606 and identified a single, combined performance obligation to transfer the exclusive license and associated materials, know-how, and trademarks to ABLi. The Company satisfied its performance obligation a upon completing these transfers in May 2025.
In exchange for the exclusive license rights, ABLi made a non-refundable, non-creditable payment of one dollar. In addition, the Company is eligible to receive development and regulatory milestone payments up to $ 47.5 million and double-digit royalty payments based on net sales. The Company is also entitled to receive revenue proceed allocations following the closing of certain transactions, as defined in the License Agreement.
As of December 31, 2025, the Company received aggregate payments of one dollar from ABLi for the upfront payment, thus the Company has recognized all of the initial transaction price. The Company evaluated the likelihood of the Company achieving the specified milestones and determined that the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2025.
The Company also reimbursed ABLi $ 0.1 million of legal expenses incurred in connection with the negotiations of the License Agreement, which was recorded as a selling, general and administrative expense for the year ended December 31, 2025.
F- 16
9. Stockholders’ Equity
Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. On January 3, 2025, the number of the Company's authorized shares of common stock was increased from 100,000,000 shares to 500,000,000 shares. Also the number of authorized shares of common stock reserved for issuance under the Company's 2020 Equity Incentive Plan was increased by 27,453,993 shares and will automatically be increased on January 1 of each year during the term of the plan, starting with January 1, 2026 to the lesser of (a) 4 % of the total shares of the Company’s common stock outstanding on December 31 of the prior year (including, for this purpose, the number of shares underlying any pre-funded warrants) or (b) a lesser number of shares of the Company’s Common Stock determined by the administrator of the 2020 Plan . As of December 31, 2025, a tot al of 6,751,636 sha res of common stock were reserved for issuance upon the exercise of outstanding stock options and warrants under the 2020 Equity Incentive Plan and the 2011 Equity Incentive Plan.
Share Issuances
On November 24, 2025, the Company closed an underwritten public offering of approximately $ 115 million from the issuance and sale of shares of the Company's common stock and pre-funded warrants, before deducting placement agent fees and offering expenses (“November 2025 Offering”). The November 2025 Offering consisted of (i) 56,436,566 shares of common stock sold at $ 1.45 per share and (ii) pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 22,873,779 shares of common stock with an exercise price of $ 0.001 . The Company received net proceeds from the November 2025 Offering of approximately $ 107.6 million.
On October 21, 2024, the Company announced the closing of a private placement of approximately $ 110 million from the issuance and sale of shares of the Company's common stock and accompanying warrants with potential aggregate financing of up to approximately $ 275 million upon the full cash exercise of the warrants issued in the private placement, before deducting placement agent fees and offering expenses (“October 2024 Offering”). The October 2024 Offering consisted of (i) 58,310,000 shares of common stock sold at $ 1.37 per share, or, in lieu thereof, pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 21,985,000 shares of common stock with an exercise price of $ 0.001 , (ii) Series A-1 Warrants to purchase an aggregate of 40,139,474 shares of common stock with an exercise price of $ 1.37 , or in lieu thereof, Pre-Funded Warrants to purchase the same number of shares of common stock (“Series A-1 Warrants”), and (iii) Series B-1 Warrants to purchase an aggregate of 73,813,529 shares of common stock with an exercise price of $ 1.37 , or in lieu thereof, Pre-Funded Warrants to purchase the same number of shares of common stock (“Series B-1 Warrants,”) and together with the Series A-1 Warrants, (the “Warrants”). Effective November 20, 2025, the Company and the holders of all of the outstanding Series A-1 Warrants and outstanding Series B-1 Warrants, amended the terms of the Series A-1 Warrants and the Series B-1 Warrants to reflect the Company’s plan to advance IKT-001 to a global pivotal Phase 3 clinical study in PAH noting that the previous terms referenced a Phase 2b clinical study. The Pre-Funded Warrants underlying the Series A-1 Warrants and Series B-1 Warrants are exercisable at any time after their original issuance and will not expire. The Series A-1 Warrants and the Series B-1 Warrants became exercisable at the 5th business day after the date the Company was notified by the SEC that the initial registration statement covering the resale of the shares of common stock issuable upon the exercise of the Series A-1 Warrants and Series B-1 Warrants was not subject to further review. Each Series A-1 Warrant, as amended, is exercisable for one share of common stock and will expire at 5:00 p.m. (New York City time) on the 30th day following the later of (a) the Company’s public announcement of the Phase 3 Part A interim 12 week safety readout for IKT-001 for PAH and (b) the Company both obtaining stockholder approval for and filing an amendment to its charter to increase the number of authorized shares of common stock to a number of shares of common stock sufficient to allow for the full exercise of the warrants (“Charter Amendment”). Each Series B-1 Warrant, as amended, is exercisable for one share of common stock, will become exercisable by an investor once all of such investor’s Series A-1 Warrants have been exercised and will expire at 5:00 p.m. (New York City time) on the 30th day following the later of (a) the Company’s public announcement of its Phase 3 Part A 24-week pulmonary vascular resistance efficacy readout for IKT-001 with respect to PAH and (b) the Company both obtaining stockholder approval for and filing the Charter Amendment. Under the terms of the warrants, an investor may not exercise Warrants (other than a Pre-Funded Warrant), to the extent such exercise would cause such investor, together with its affiliates and attribution parties, to beneficially own a number of shares of our common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of common stock following such exercise, excluding for purposes of such determination the shares of our common stock issuable upon exercise of the warrants which have not been exercised. The Series A-1 Warrants have an exercise price of $ 1.37 per share and the Series B-1 Warrants have an exercise price of $ 1.49 per share. The Company intends to use the net proceeds from the private placement to finance the Company's clinical development plans, including to initiate a Phase 3 trial in PAH and for general corporate purposes.
As of December 31, 2025, the Company had 42,538,910 Pre-Funded Warrants outstanding.
On May 20, 2024, the Company entered into a securities purchase agreement with a single institutional investor in connection with a registered direct offering and concurrent private placement with the same institutional investor (collectively the "May 2024 Offering"). The May 2024 Offering consisted of (i) 714,527 shares of the Company's common stock sold at $ 1.68 per share, (ii)
F- 17
Pre-Funded Common Warrants to purchase up to 957,925 shares of common stock with an exercise price of $ 0.0001 which are immediately exercisable after the issuance until exercised in full, (iii) Series A Common Warrants to purchase 1,672,452 shares of common stock with an exercise price of $ 1.68 per share which expired on August 5, 2025, and (iv) Series B Common Warrants to purchase 1,672,452 shares of common stock with an exercise price of $ 1.68 per share which expire on August 5, 2029. All of the warrants in the May 2024 Offering were issued to a single investor. All Pre-Funded Common Warrants had been exercised as of March 31, 2025. The Company received net proceeds from the May 2024 Offering of approximately $ 2.2 million.
On May 20, 2024, the Company also entered into a warrant inducement agreement with the same investor to exercise certain outstanding warrants that the Company issued in January 2023 ("January 2023 Existing Warrants"). Pursuant to the warrant inducement agreement, the investor agreed to exercise outstanding warrants to purchase an aggregate of 708,500 shares of the Company's common stock at an amended exercise price of $ 1.68 per share. These shares are held in abeyance and not considered outstanding. The shares held in abeyance will be held in abeyance until notice from the investor that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provision in the warrants. The Company also agreed to reduce the exercise price of the remaining unexercised portion of such warrants to purchase 1,229,484 shares of common stock to $ 1.68 per share and to issue the investor Series C Common Warrants to purchase 708,500 shares of the Company's common stock and Series D Common Warrants to purchase 708,500 shares of the Company's common stock ("January 2023 New Warrants"). Each has an exercise price of $ 1.68 per share and will be exercisable beginning on the effective date of stockholder approval. The Series C Common Warrants expired on August 5, 2025 without being exercised and the Series D Common Warrants expire on August 5, 2029. The shares held in abeyance were issued to the investor on October 9, 2024.
The repricing of the January 2023 Existing Warrants and issuance of the Series C Common Warrants and the Series D Common Warrants is considered a modification of the January 2023 Existing Warrants under the guidance of ASU 2021-04. The modification is consistent with the "Equity Issuance" classification under that guidance as the reason for the modification was to induce the holder to exercise their warrants, resulting in the imminent exercise of the January 2023 Existing Warrants, which raised equity capital and generated net proceeds for the Company of approximately $ 1.0 million. The total fair value of the consideration of the modification includes the incremental fair value of the January 2023 Existing Warrants (determined by comparing the fair values immediately prior to and immediately after the modification) and the initial fair value of the January 2023 New Warrants. The fair values were calculated using the Black-Scholes model and the Company determined that the total fair value of the consideration related to the modification of the January 2023 Existing Warrants, including the initial fair value of the January 2023 New Warrants was $ 1.8 million.
On January 25, 2023, the Company entered into a securities purchase agreement in connection with a registered direct offering and concurrent private placement with an institutional investor. The Company also entered into a securities purchase agreement and a registration rights agreement in connection with a concurrent private placement with the same institutional investor (collectively the "January 2023 Offering”) . The January 2023 Offering consisted of (i) 466,799 shares of Common Stock sold at $ 5.16 per share, (ii) Common Warrants to purchase up to 1,937,985 shares of Common Stock with an exercise price of $ 5.16 , and (iii) Pre-Funded Warrants to purchase up to 1,471,187 shares of Common Stock with an exercise price of $ 0.06 , all issued to Armistice Capital Master Fund Ltd (“ Armistice”) . The warrants will expire on January 27, 2028. As part of the January 2023 Offering, the Company further issued warrants to H.C. Wainwright & Co., LLC (“Placement Agent Warrants”) to purchase up to 67,830 shares of Common Stock with an exercise price of $ 6.45 and an expiration date of January 25, 2028. As of December 31, 2023 the institutional investor has exercised all 1,471,187 Pre-Funded Warrants.
F- 18
10. Stock-Based Compensation
2020 Equity Incentive Plan
On July 21, 2020, the Company’s board of directors and its stockholders approved the 2020 Equity Incentive Plan (“2020 Plan”). The 2020 Plan became effective immediately prior to the closing of the Company’s initial public offering in December 2020. The 2020 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units to any of its employees, directors, consultants and other service providers or those of its affiliates. The board of directors has initially designated the compensation committee to administer the 2020 Plan. The compensation committee has broad authority to administer the plan and to determine the vesting conditions for awards. Neither the compensation committee nor the board of directors are authorized to reprice outstanding options or stock appreciation rights without shareholder consent. In addition, any amendments to increase the total number of shares reserved for issuance under the 2020 Plan or modification of the classes of participants eligible to awards requires ratification by the stockholders. On June 7, 2024, the stockholders of the Company approved an amendment to the 2020 Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the 2020 Plan increased by 2,500,000 shares. On January 3, 2025, the stockholders of the Company approved an amendment to the 2020 Plan, pursuant to which the number of shares of Common Stock reserved and available for issuance under the 2020 Plan increased by 27,453,993 shares. Subject to certain adjustments , including the forfeiture of options previously granted under the Company's 2011 Plan that were added back to the 2020 Plan, the maximum number of shares of common stock that may be issued under the 2020 Plan after the stockholder's approval on January 3, 2025 in connection with awards is limited to 23,895,769 sha res . On June 27, 2025, the stockholders approved an amendment to the 2020 Plan, pursuant to which an automatic evergreen provision was added to provide for an annual increase in January to the number of shares available for issuance under the 2020 Plan and to extend the term of such plan by approximately five years to 2030 . On January 1, 2026, the number of shares available for issuance under the 2020 Plan was increased by 6,969,206 shares pursuant to the evergreen provision.
Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2011 Plan. However, the 2011 Plan continues to govern the terms and conditions of the outstanding awards granted under the 2011 Plan. Shares of common stock subject to awards granted under the 2011 Plan that cease to be subject to such awards by forfeiture or otherwise after the effective date of the 2020 Plan will become available for issuance under the 2020 Plan.
2011 Equity Incentive Plan
Prior to the closing of its initial public offering, the Company maintained the 2011 Plan, pursuant to which the Company made grants of non-qualified stock options to eligible employees and other service providers.
Restricted Stock
In connection with the acquisition of CorHepta in February 2025 (see Note 7), the Company issued a combined 1,660,222 shares of restricted common stock to two selling shareholders who were subsequently employed by the Company, which are subject to a combination of post-acquisition service and performance-based vesting conditions, as follows: (i) 996,133 shares shall vest on the first anniversary of the closing of the acquisition, (ii) 166,023 shares shall vest upon the achievement of a certain milestone specified in the Merger Agreement, and (iii) 498,066 shares shall vest on the first anniversary of the closing of the acquisition, provided that the performance milestone has been achieved by such date, and in all cases, provided that both employees have been continuously providing services to the Company during the one year period following the acquisition da te. The performance milestone was not satisfied as of February 21, 2026 and therefore the 166,023 and 498,066 shares were forfeited as of that date.
For the restricted shares with service-based vesting conditions, stock-based compensation expense is recognized on a straight-line basis over the service period, which is generally the vesting term. For restricted shares with performance-based vesting conditions, stock-based compensation expense is recognized over the requisite service period when it is probable that the performance condition will be achieved.
The grant date fair value of the restricted shares issued in connection with the asset acquisition was $ 4.9 million. During the twelve months ended December 31, 2025, the Company recognized stock-based compensation expense of $ 2.5 million, related to the restricted shares with service-based vesting conditions. No stock-based compensation expense was recognized related to the restricted shares with performance-based vesting conditions during the twelve months ended December 31, 2025, as it was not considered probable that the performance milestone would be achieved. As of December 31, 2025, there was $ 2.4 million of unrecognized compensation expense related to the restricted shares issued in connection with the acquisition of CorHepta.
F- 19
Stock Options
On October 9, 2024, the Company modified only the exercise price on all outstanding previously issued stock options. A total of 31 grantees were affected resulting in approximately $ 0.2 million of total incremental fair value expense recognized. The Company determined that the modification of the stock options, both vested and unvested, was a probable to probable (Type 1) modification. The Company recognized the grant date fair value and any incremental fair value on the modification date. For all options previously vested, all prior expense had been recognized and only the incremental fair value will be recognized. For the options not fully vested, any remaining grant date fair value plus the incremental fair value will be recognized ratably over the remaining vesting term.
The following is a summary of option activity under the 2011 Plan and the 2020 Plan:
Number of
Shares
Weighted-
Average
Exercise
Price
Per Share
Weighted-
Average
Remaining
Contractual
Term
(In Years)
Outstanding at December 31, 2023
800,293
$
11.90
5.30
Granted
17,219,692
1.42
—
Exercised
—
—
—
Forfeited
( 1,140,595
)
9.11
—
Cancelled
( 12,737
)
12.15
—
Outstanding at December 31, 2024
16,866,653
1.41
9.48
Granted
30,100,872
2.34
—
Exercised
( 1,085,565
)
*
1.26
—
Forfeited
( 7,614,521
)
1.53
—
Cancelled
( 63,319
)
1.65
—
Outstanding at December 31, 2025
38,204,120
2.12
8.97
Exercisable at December 31, 2025
10,616,660
1.62
8.52
* Includes non-cash exercise of 322,434 options.
As of December 31, 2025, the intrinsic value of options outstanding was $ 7.7 million and $ 5.7 million o f the intrinsic value of options was exercisable. Intrinsic value is calculated based on the aggregate difference between the closing price of the Company’s common stock on the last trading day of 2025 and the exercise price of each in the money stock option award. We adjust for actual forfeitures as they occur.
During the year ended December 31, 2024 certain performance conditions were met. No performance conditions were met during the year ended December 31, 2025.
The weighted-average fair values of options granted in the years ended December 31, 20 25 and 2024 were $ 1.85 and $ 0.62 , per share, respectively, and were calculated using the following estimated assumptions:
Year ended December 31,
2025
2024
Weighted-average risk-free interest rate
4.16
%
4.11
%
Expected dividend yield
0.00
%
0.00
%
Expected volatility
100.63
%
98.77
%
Expected terms
5.98 years
9.50 years
The total fair values of stock options that vested during the years ended December 31, 2025 and 2024 were $ 6,865,815 an d $ 7,863,021 , respectively.
As of December 31, 2025, there was $ 43,563,066 of total unrecognized compensation cost related to non-vested stock options granted under the 2011 Plan and the 2020 Plan. The Company expects to recognize that cost over a remaining weighted-average period of 3.12 years as of December 31, 2025.
F- 20
Restricted Stock Units
During the years ended December 31, 2025 and 2024, there were no restricted stock units issued or outstanding.
Stock-Based Compensation Expense
The following table summarizes the stock-based compensation expense for stock options granted to employees and non-employees:
Year ended December 31,
2025
2024
Research and development
$
5,473,160
*
$
4,692,169
Selling, general and administrative
9,836,764
3,448,448
Total stock-based compensation expense
$
15,309,924
$
8,140,617
*Includes $ 2.5 million for year ended December 31, 2025 related to the restricted stock awards issued in connection with the acquisition of CorHepta.
11. ATM Program
On February 1, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“HCW”), pursuant to which the Company may, from time to time, issue and sell shares of its common stock, in an aggregate offering price of up to $ 5,659,255 , through or to HCW. Under the terms of the ATM, HCW may sell the shares of the Company’s common stock at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company sold 315,338 shares of common stock pursuant to the ATM Agreement for an aggregate gross sales price of $ 849,187 . On May 20, 2024, the Company filed with the SEC a prospectus supplement to reduce the maximum aggregate gross sales price of its common stock that may be offered, issued and sold under the ATM Agreement from and after May 20, 2024 to $ 50,000 , not including the shares of the Company’s common stock previously sold. No sales of the Company’s common stock pursuant to the ATM Agreement have occurred since this date. On December 2, 2024, the Company provided to HCW a notice of termination of the ATM Agreement, which such termination being effective as of December 11, 2024 in accordance with the terms of the ATM Agreement.
On June 20, 2025, the Company entered into an Open Market Sale Agreement SM (the “Sales Agreement”) with Jefferies LLC, as sales agent ("Jefferies"), pursuant to which the Company may, from time to time, issue and sell shares of its common stock, in an aggregate offering price of up to $ 185,000,000 , through or to Jefferies. Under the terms of the Sales Agreement, Jefferies may sell the shares of the Company's common stock at market prices by any method that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. As of December 31, 2025, no shares of our common stock had been sold under the Sales Agreement. In February 2026, the Company sold 1,904,762 shares of common stock pursuant to the Sales Agreement for an aggregate gross sales price of $ 3.0 million.
12. Warrants
On January 2, 2019, the Company issued a seven-year warrant to a service provider to purchase 3,423 shares of the Company’s common stock with an exercise price of $ 28.76 per share. The warrants vested immediately. The Company received legal services, as needed, during 2019 under an unwritten agreement with the service provider.
On March 31, 2020, the Company issued a warrant to purchase up to 4,371 shares of its stock to one of its consultants in exchange for legal services, as needed, during 2020. The warrant contains a strike price of $ 34.04 per share and has a seven-year contractual term.
On August 25, 2020, the Company granted a fully vested warrant to purchase up to 3,643 shares of its common stock to one of its consultants. The warrant is exercisable at a strike price of $ 35.42 per share and has a contractual term of seven years .
On August 25, 2020, the Company granted a warrant to purchase up to 25,000 shares of its common stock to one of its consultants. The warrant is exercisable at a strike price of $ 35.42 per share and has a contractual term of seven years .
F- 21
On December 28, 2020, the Company issued a seven-year warrant to purchase up to a total of 17,073 shares of the Company’s common stock with an exercise price of $ 60.00 per share to certain 2018 investors in consideration for completing the IPO later than March 2019 (“Late IPO Warrants”).
The Company issued and sold to its underwriters warrants to purchase up to 15,000 shares of its common stock and up to 125,000 shares of its common stock in connection with its initial public offering in December 2020 and its June 2021 financing, respectively. The warrants were sold for an aggregate purchase price of $ 100 for each set of warrants and have five-year terms. The initial public offering warrant is exercisable beginning June 20, 2021 at an initial exercise price of $ 75.00 per share of common stock. The June 2021 financing warrant is exercisable beginning June 15, 2022 at an initial exercise price of $ 22.50 per share of common stock.
On June 15, 2021, the Company issued a warrant to purchase an aggregate of 125,000 shares of common stock for an aggregate purchase price of $ 100 . The warrant has an initial exercise price of $ 22.50 per share of common stock and expires June 15, 2026.
On January 25, 2023, the Company issued warrants to purchase up to 1,937,985 shares of Common Stock with an exercise price of $ 5.16 , and pre-funded warrants to purchase up to 1,471,187 shares of Common Stock with an exercise price of $ 0.06 . The warrants will expire on January 27, 2028 . The Company further issued warrants to purchase up to 67,830 shares of common stock with an exercise price of $ 1.68 and an expiration date of January 25, 2028 . As of December 31, 2024 2,179,687 warrants were exercised.
On May 20, 2024, the Company issued pre-funded warrants to purchase up to 957,925 shares of common stock with an exercise price of $ 0.0001 which are immediately exercisable after the issuance until exercised in full, series A common warrants to purchase 1,672,452 shares of common stock with an exercise price of $ 1.68 per share which expired on August 5, 2025, and series B common warrants to purchase 1,672,452 shares of common stock with an exercise price of $ 1.68 per share which expire on August 5, 2029. All of the warrants in the May 2024 financing were issued to a single investor. All of the pre-funded warrants were exercised in 2024.
On May 20, 2024, the Company also entered into a warrant inducement agreement with the same investor to exercise certain outstanding warrants that the Company issued in January 2023 (“January 2023 Existing Warrants”). Pursuant to the warrant inducement agreement, the investor agreed to exercise outstanding warrants to purchase an aggregate of 708,500 shares of the Company's common stock at an amended exercise price of $ 1.68 per share. These shares are held in abeyance and not considered outstanding. The shares held in abeyance will be held in abeyance until notice from the investor that the balance, or portion thereof, may be issued in compliance with a beneficial ownership limitation provision in the warrants. The Company also agreed to reduce the exercise price of the remaining unexercised portion of such warrants to purchase 1,229,484 shares of common stock to $ 1.68 per share and to issue the investor Series C Common Warrants to purchase 708,500 shares of the Company's common stock and Series D Common Warrants to purchase 708,500 shares of the Company's common stock (“January 2023 New Warrants”). Each has an exercise price of $ 1.68 per share and will be exercisable beginning on the effective date of stockholder approval. The Series C Common Warrants expired on August 5, 2025 without being exercised and the Series D Common Warrants will expire on August 5, 2029. As of December 2024, 708,500 abeyance shares were exercised.
On October 21, 2024, the Company issued pre-funded warrants to purchase up to 21,985,000 shares of common stock with an exercise price of $ 0.001 , Series A-1 Warrants to purchase an aggregate of 40,139,474 shares of common stock with an exercise price of $ 1.37 , or in lieu thereof, pre-funded warrants to purchase the same number of shares of common stock, and Series B-1 Warrants to purchase an aggregate of 73,813,529 shares of common stock with an exercise price of $ 1.37 , or in lieu thereof, pre-funded warrants to purchase the same number of shares of common stock. The pre-funded warrants and pre-funded warrants underlying the Series A-1 Warrants and Series B-1 Warrants are exercisable at any time after their original issuance and will not expire. The Series A-1 Warrants and the Series B-1 Warrants will became exercisable at the 5th business day after the date the Company was notified by the SEC that such resale registration statement was not subject to further review. Each Series A-1 Warrant will be exercisable for one share of common stock and will expire at 5:00 p.m. (New York City time) on the 30th day following the later of (a) the Company’s public announcement of the Phase 3 Part A interim 12 week safety readout for IKT-001 for PAH and (b) the Company both obtaining stockholder approval for and filing an amendment to its charter to increase the number of authorized shares of common stock to a number of shares of common stock sufficient to allow for the full exercise of the warrants (“Charter Amendment”). Each Series B-1 Warrant will be exercisable for one share of common stock, will become exercisable by an investor once all of such investor’s Series A-1 Warrants have been exercised and will expire at 5:00 p.m. (New York City time) on the 30th day following the later of (a) the Company’s public announcement of its Phase 3 Part A 24-week pulmonary vascular resistance efficacy readout for IKT-001 with respect to PAH and (b) the Company both obtaining stockholder approval for and filing the Charter Amendment. The Series A-1 Warrants have an exercise price of $ 1.37 per share and the Series B-1 Warrants have an exercise price of $ 1.49 per share. As of December 31, 2025, 2,319,869 pre-funded warrants were exercised.
In January 2025, in connection with the October 2024 financing and pursuant to an engagement letter (the “Engagement Letter”) between the Company and H.C. Wainwright & Co., LLC (“HCW”), dated January 13, 2023, the Company issued common stock
F- 22
purchase warrants to HCW to purchase up to 702,625 shares of common stock with an exercise price of $ 1.7125 per share and an expiration date of January 28, 2030. In addition, pursuant to the Engagement Letter, HCW is also entitled to receive (i) Series A-1 Warrants to purchase up to 351,219 shares of common stock and (ii) Series B-1 Warrants to purchase up to 645,866 shares of common stock. Such warrants are issuable upon the exercise of the corresponding Series A-1 Warrants and Series B-1 Warrants, respectively, in amounts proportional to the number of such offering warrants exercised. As of December 31, 2025, these warrants had not been issued to HCW.
On November 24, 2025, the Company issued pre-funded warrants to purchase up to 22,873,779 shares of common stock with an exercise price of $ 0.001 , which are immediately exercisable after the issuance until exercised in full. As of December 31, 2025, none of these pre-funded warrants were exercised.
13. Net Loss Per Share
The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders. Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of shares outstanding during the period which includes 42,538,910 pre-funded warrants and shares held in abeyance from date of issuance.
Year Ended December 31,
2025
2024
Numerator:
Net loss
$
( 48,259,189
)
$
( 27,519,886
)
Denominator:
Weighted-average number of shares outstanding – basic and diluted
98,310,190
23,712,220
Net loss per share applicable to common stockholders – basic and diluted
$
( 0.49
)
$
( 1.16
)
The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share applicable to common stockholders, prior to the application of the treasury stock method, because their effect would have been antidilutive for the periods presented. Therefore, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The potentially dilutive securities that have been excluded from the computation of diluted net loss per share include stock options and warrants to purchase common stock, restricted common stock and shares of common stock issued as contingent consideration in connection with the acquisition of CorHepta, for which the vesting conditions have not been met. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:
Year ended December 31,
2025
2024
Options to purchase shares of stock
38,204,120
16,904,050
Warrants to purchase shares of stock
162,048,400
26,134,671
Contingently issuable shares (see Note 7):
Restricted common stock
1,660,222
—
Contingent consideration
2,489,030
—
Total
204,401,772
43,038,721
14. Income Taxes
No provision or benefit for federal or state income taxes has been recorded, as the Company has incurred a net loss for all of the periods presented, and the Company has provided a full valuation allowance against its deferred tax assets.
F- 23
At December 31, 2025, the Company had federal net operating loss carryforwards of approximately $ 1.6 million which will begin to expire in varying amounts annually beginning in 2030 and $ 56.8 million of federal net operating losses with no expiration. At December 31, 2025, the Company had state net operating loss carryforwards of approximately $ 45.6 million which will begin to expire in varying amounts annually beginning in 2030 . Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The annual limitations may result in the expiration of net operating losses and tax credits before utilization. The Company completed a Section 382 study through December 31, 2024, and determined there were likely ownership changes on June 5, 2021 and October 21, 2024, which will result in annual base limitations. The analysis determined there will be sufficient annual limitation to allow for the absorption of pre-change NOLs, and therefore, the Company will not write them off. Conversely, the analysis provides that the Company's federal R&D credits will expire unutilized, and as a result, the Company has written off the deferred tax assets related to these credits. The Company may have gone through a subsequent ownership change during 2025 due to an additional equity raise, though the Company has not calculated any base limitations at this point.
The reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:
Year Ended December 31,
Year Ended December 31,
2025
2024
Amount
Percent
Amount
Percent
Pretax Income (Loss)
$
( 48,259
)
$
( 27,520
)
US Federal Statutory Tax Rate
( 10,134
)
21.0 %
( 5,779
)
21.0 %
Tax Credits:
R&D tax credits
—
0.0 %
( 712
)
2.6 %
Limitation on tax attributes
—
0.0 %
1,806
- 6.6 %
Change in valuation allowance
7,142
- 14.8 %
4,023
- 14.6 %
Nontaxable or Nondeductible Items:
Stock-based compensation
1,726
- 3.6 %
666
- 2.4 %
Acquisition costs
1,550
- 3.2 %
—
0.0 %
Other
( 284
)
0.6 %
( 4
)
0.0 %
Total
$
—
0.0 %
$
—
0.0 %
State and local income taxes, net of the federal income tax benefit, do not have any impact on the Company's effective tax rate since the Company is in a cumulative loss position over the past three years, and as a result, the Company offsets any deferred state tax with a valuation allowance.
The significant components of the Company’s deferred tax assets (liabilities) consist of the following at December 31, 2025 and 2024:
Year Ended December 31,
December 31,
2025
2024
Deferred tax assets:
Net operating loss carryforwards
$
14,981,661
$
12,320,874
Capitalized research and development
10,495,043
6,895,747
Stock-based compensation
5,413,025
3,780,237
Accrued expenses
767,486
218,802
Fixed assets
—
447
Other
1,626
1,728
Total deferred tax assets before valuation allowance
31,658,841
23,217,835
Deferred tax asset valuation allowance
( 31,658,841
)
( 23,217,835
)
Net deferred tax asset (liability)
$
—
$
—
F- 24
The Company has maintained a full valuation allowance against its deferred tax assets in all periods presented. A valuation allowance is required to be recorded when it is not more likely than not that some portion or all of the net deferred tax assets will be realized. Since the Company cannot determine that it is more likely than not that it will generate taxable income, and thereby realize the net deferred tax assets, a full valuation allowance has been provided. The valuation allowance increase d $ 8.4 mill ion and $ 5.7 million for the years ended December 31, 2025 and 2024, respectively. The increases in 2025 and 2024 are primarily related to each year’s taxable loss. The Company has no uncertain tax positions at December 31, 2025 and 2024 that would affect its effective tax rate. Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available.
The One Big Beautiful Bill Act ("OBBBA") was passed and became effective for the Company during 2025. The legislation includes, among other provisions, permanent full expensing for certain business assets, changes to the interest deduction limitation under Section 163(j), amendments to international tax provisions including the global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”) regimes, the permanent extension of the controlled foreign corporation (“CFC”) look-through rule, as well as modifications to the treatment of research and development expenditures mentioned above.
Congress modified the treatment for research and development expenditures by adding new Section 174A, which applies for tax years beginning after December 31, 2024. Section 174A permits the immediate deduction of domestic R&D expenditures or, at the taxpayer’s election, capitalization and amortization over a period of at least five years beginning when the related benefits are first realized. Foreign R&D expenditures continue to be capitalized and amortized over 15 years . Transition provisions allow taxpayers either to continue amortizing amounts capitalized under the TCJA rules or to deduct remaining unamortized domestic R&D expenditures in the first tax year beginning after December 31, 2024. The Company has elected to continue amortizing previously capitalized domestic R&D expenditures over the remaining amortization period permitted under OBBBA.
The Company has historically not paid income taxes at the federal or state level as it has been in losses since inception.
15. Commitments and Contingencies
Operating Leases
On April 18, 2022, the Company entered into an operating lease agreement for office space located in Lexington, Massachusetts (the "Office Lease"). On August 8, 2022, the Company commenced occupancy of the leased space. The lease ran through September 30, 2025 and the Company did not renew or continue occupancy of these premises upon lease expiration.
The Company accounts for the Office Lease under the provisions of ASC 842. The Company recorded a right-of-use asset and a corresponding operating lease liability on the Company's consolidated balance sheets upon the accounting commencement date in August 2022. The lease liability was measured at the accounting commencement date utilizing a 12 % discount rate. The lease expired in September 2025 and therefore both the right-of-use asset and the operating lease liability had a balance of $ 0 at December 31, 2025. The Company recorded lease expense related to the Office Lease of $ 118,277 and other short-term payments of $ 19,958 for the year ended December 31, 2025 in selling, general and administrative expenses. The Company recorded lease expense of $ 141,182 and other short-term payments of $ 21,959 for the year ended December 31, 2024 in selling, general and administrative expenses.
The Office Lease contained escalating payments during the lease period. Upon execution of the Office Lease, the Company prepaid one month of rent, which applied to the first month's rent, and a security deposit, which is held in escrow and will be credited after the termination of the lease with a refund expected in the first half of 2026.
As of December 31, 2025, a security deposit of approximately $ 25,000 was included in prepaid expenses and other current assets on the Company’s consolidated balance sheet related to the Office Lease.
No future minimum lease payments remained under this lease as of December 31, 2025.
Guarantees
As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make is unlimited; however, the Company has directors’ and officers’ insurance coverage that limits its exposure and enables it to recover a portion of any future amounts paid.
F- 25
In the ordinary course of business, the Company enters into indemnification agreements with certain suppliers and business partners where the Company has certain indemnification obligations limited to the costs, expenses, fines, suits, claims, demands, liabilities and actions directly resulting from the Company’s gross negligence or willful misconduct, and in certain instances, breaches, violations or nonperformance of covenants or conditions under the agreements.
As of December 31, 2025, and 2024, the Company had not experienced any material losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.
Third-party clinical trial supply organization
In July 2025, the Company ente red into a clinical trial supply agreement in the amount of approximately $ 6.5 million with a clinical trial supply organization whereby the clinical trial supply organization will provide services for the Company's Phase 2b clinical study in PAH, known as IMPROVE-PAH. In November 2025, the Company transitioned the PAH Phase 2b study to a Phase 3 study. The estimated total remaining contract costs as of December 31, 2025 is approximately $ 6.3 million. The estimated period of performance for the committed work with the clinical trial supply organization is through the first quarter of 2028.
Third-party clinical research organization
In August 2025, the Company entered into an arrangement with a contract research organization (“CRO”) to support the Company's Phase 2b clinical study in PAH, known as IMPROVE-PAH. As of December 31, 2025, the total contracted amount under this arrangement is $ 25.5 million, of which $ 2.6 million is subject to achievement of certain performance milestones by the CRO. In November 2025, the Company transitioned the PAH Phase 2b study to a Phase 3 study and began evaluating the arrangement together with the CRO. The estimated total remaining contract costs as of December 31, 2025 is approximately $ 18.4 million, excluding potential milestone payments. The estimated period of performance for the committed work with the CRO is through 2028. The Company made an upfront payment of $ 1.9 million to the CRO, of which $ 1.0 million will be held as a retainer until the end of the study and applied against final invoicing and $ 0.9 million will be applied to passthrough costs as incurred.
The amount and timing of any such payments r elated to the $ 2.6 million performance milestones are contingent upon the vendor meeting specific criteria. As of December 31, 2025, the achievement of these milestones is not considered probable, and the potential payments cannot be reasonably estimated. Accordingly, no liability has been recorded in the accompanying consolidated financial statements. The Company will continue to evaluate this arrangement each reporti ng period and will recognize a liability when achievement of the milestones become probable, and the amount can be reasonably estimated.
In March 2026, the Company signed a change order with the CRO related to our transition to a Phase 3 study in the amount of $ 48.2 million, increasing the total contracted amount under the arrangement to $ 73.7 million, of which $ 7.5 million is subject to achievement of certain performance milestones by the CRO.
License Agreements
Sphaera Pharma Pte. Ltd.
On March 2, 2012, we entered into a collaborative research and development agreement, (“Sphaera Agreement”), with Sphaera Pharma Pte. Ltd. (“Sphaera”), to collaborate on the development of prodrug technology to be applied to protein kinase inhibitors for oncology and non-oncology indications. Under the terms of the Sphaera Agreement, each party would retain its preexisting intellectual property, but any intellectual property conceived or reduced to practice under and certain results arising from the Sphaera Agreement would be assigned to us. On October 5, 2012, we and Sphaera amended the Sphaera Agreement to reflect joint patent applications (the “Joint Applications”) in the U.S. and India by us and Sphaera for a series of novel compounds. Under the terms of the Sphaera Agreement, as amended, certain imatinib variants (“Company Compounds”) comprising thirteen prodrug moieties detailed in the Joint Applications are owned by us. We have an exclusive license from Sphaera (even as to Sphaera) under the Joint Applications to the Company Compounds, and Sphaera is expressly prohibited from developing any Company Compound for which we have filed an investigational new drug application (“IND”) (unless we abandon development of the Company Compound). IKT-001 is a Company Compound, and we have informed Sphaera that an IND has been filed for IKT-001.
In 2023, Sphaera liquidated and transferred its interests to Pivot Holding LLC, a U.S. entity (“Pivot”) . On September 30, 2024, the Company and Pivot agreed to amend the agreement and for the Company to pay $ 500,000 upon signing as well as payment of the following milestones by the Company. A one-time payment of $ 4.4 million is due upon FDA Approval (as described in the Sphaera
F- 26
Agreement) and a low single digit royalty is due on net sales of an FDA approved drug. The parties agreed that no further FDA Approval milestone payment(s) shall be due to Pivot in the event that the Company receives additional FDA Approval(s).
The prosecution of patents related to the Company Compounds, which includes the prodrug technology, is the responsibility of the Company.
Litigation
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability would include probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. The Company is not currently a party to any material litigation or legal proceedings.
16. Simple Retirement Account for Employees (“Simple IRA”) and 401(k) Plan
The Company established an individual retirement plan for employees effective January 1, 2013 under Section 408(p) of the Internal Revenue Code. The Simple IRA covers substantially all employees of the Company who received at least $ 5,000 in compensation from the Company during any two preceding years and are reasonably expected to receive at least $ 5,000 in compensation from the Company in the current year of participation. Subject to certain overall statutory limitations, the Company must match employee contributions up to 3 % of employees’ qualified compensation for the year. On July 1, 2025, the Company terminated the Simple IRA and implemented the Inhibikase Therapeutics 401(k) Plan (the “401(k) Plan”) . The 401(k) Plan covers all employees of the Company, and all employees are eligible for the 401(k) match which is up to 3.5 % of an employee's eligible salary.
Company contributions under the Simple IRA were $ 54,390 and $ 59,905 for the years ended December 31, 2025 and 2024, respectively. Company contributions under the 401(k) Plan were $ 104,082 for the year ended December 31, 2025.
17. Segment Information
The Company views its operations and manages its business as one operating and reportable segment, which is the business of developing protein kinase inhibitor therapeutics. Consistent with the operational structure, the Chief Executive Officer, as the chief operating decision maker (“CODM”), manages and allocates resources on a consolidated basis using consolidated net income (loss) as a measure of profit/loss for the single reportable segment. This decision making process reflects the way in which the financial information is regularly reviewed and used by the CODM to evaluate performance, set operational targets, forecast future financial results, and allocate resources.
Year ended December 31,
2025
2024
Costs and expenses:
Research and development (excluding stock-based compensation) expense:
PAH (1)
$
22,453,185
$
1,672,869
Parkinson's disease
647,242
9,333,359
Other research and development
1,219,560
1,512,151
Selling, general and administrative (excluding stock-based compensation)
13,718,314
7,930,072
Change in fair value contingent consideration
( 1,373,942
)
-
Stock-based compensation expense
15,309,924
8,140,617
Total costs and expenses
51,974,283
28,589,068
Loss from operations
( 51,974,283
)
( 28,589,068
)
Interest income
3,715,094
1,069,182
Net loss
$
( 48,259,189
)
$
( 27,519,886
)
(1) This amount includes a one-time (non-cash) charge of $ 7.4 million for the acquired IPR&D related to the CorHepta acquisition during the year ended December 31, 2025.
F- 27
18. Subsequent Events
In February 2026, the Company sold 1,904,762 shares of common stock pursuant to the Sales Agreement for an aggregate gross sales price of $ 3.0 million (see Note 11).
In March 2026, the Company signed a change order with the CRO related to our transition to a Phase 3 study in the amount of $ 48.2 million, increasing the total contracted amount under the arrangement to $ 73.7 million, of which $ 7.5 million is subject to achievement of certain performance milestones by the CRO (see Note 15).
F- 28
PA RT IV
Item 15. Exhibits, Financial Statement Schedules.
(1) For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference.
(2) Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below.
(3) The information required by this Item is set forth on the exhibit index of this Annual Report.
EXHIBIT INDEX
Where Located
Exhibit Number
Description*
Form
File Number
Exhibit Number
Filing Date
Filed Herewith
2.1*
Agreement and Plan of Merger and Reorganization, dated February 21, 2025, by and among Inhibikase Therapeutics, Inc., Project IKT Merger Sub, Inc., CorHepta Pharmaceuticals, Inc. and Sellers’ Representative
10-K
001-39676
2.1
03/27/2025
3.1
Amended and Restated Certificate of Incorporation of Inhibikase Therapeutics, Inc.
8-K
001-39676
3.1
12/29/2020
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Inhibikase Therapeutics, Inc.
8-K
001-39676
3.1
06/29/2023
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Inhibikase Therapeutics, Inc.
8-K
001-39676
3.1
01/06/2025
3.4
Amended and Restated Bylaws of Inhibikase Therapeutics, Inc.
8-K
001-39676
3.2
12/29/2020
4.1
Specimen common stock Certificate of the Registran t
S-1
333-240036
4.1
07/23/2020
4.2
Form of Warrant to purchase common stock of the Registrant, issued to each of the members of the Scientific Advisory Board and the investor named in Schedule A thereto
S-1
333-240036
4.2
07/23/2020
4.3
Warrant, issued by Inhibikase Therapeutics, Inc. to Francis E. McDaniel, dated January 1, 2019
S-1/A
333-240036
4.4
09/15/2020
4.4
Warrant, issued by Inhibikase Therapeutics, Inc. to Francis E. McDaniel, dated March 31, 2020
S-1
333-240036
4.5
07/23/2020
4.5
Form of Representative’s Warrant
S-1
333-240036
4.6
07/23/2020
4.6
Form of Late IPO Warrant
S-1
333-240036
4.7
07/23/2020
4.7
Form of Private Common Warrant
8-K
001-39676
4.2
01/26/2023
4.8
Form of PIPE Common Warrant
8-K
001-39676
4.4
01/26/2023
4.9
Form of Series B Warrant
8-K
001-39676
4.3
05/20/2024
4.10
Form of Warrant Amendmen t
8-K
001-39676
4.6
05/20/2024
4.11
Form of Pre-Funded Warrant
8-K
001-39676
4.1
10/10/2024
4.12
Form of Series A-1 Warrant
8-K
001-39676
4.2
10/10/2024
4.13
Form of Series B-1 Warrant
8-K
001-39676
4.3
10/10/2024
4.14
Form of Pre-Funded Warrant
8-K
001-39676
4.1
11/21/2025
4.15
Form of Amendment to Series A-1 Warrant
8-K
001-39676
4.2
11/21/2025
4.16
Form of Amendment to Series B-1 Warrant
8-K
001-39676
4.3
11/21/2025
4.17
Description of Securities of the Registrant
X
E- 1
10.1
Collaborative Research and Development Agreement, by and between Inhibikase Therapeutics, Inc. and Sphaera Pharma Pte. Ltd., dated February 29, 2012
S-1
333-240036
10.2
07/23/2020
10.2
First Amendment to Collaborative Research and Development Agreement, by and between Inhibikase Therapeutics Inc. and Sphaera Pharma Pte. Ltd., dated October 5, 2012
S-1
333-240036
10.3
07/23/2020
10.3#
2011 Equity Incentive Plan and forms of agreements thereunder
S-1
333-240036
10.4
07/23/2020
10.4#
2020 Equity Incentive Plan and forms of agreements thereunder
S-1/A
333-240036
10.5
12/04/2020
10.5#
Amendment No. 1 to Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan
S-8
333-284687
99.2
02/05/2025
10.6#
Amendment No. 2 to Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan
S-8
333-284687
99.3
02/05/2025
10.7#
Amendment No. 3 to Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan
10-Q
001-39676
10.1
08/14/2025
10.8
Form of Inhibikase Therapeutics, Inc. Directors and Officers Indemnification Agreement
S-1
333-240036
10.9
07/23/2020
10.9
Form of Consulting Agreement
S-1
333-240036
10.15
07/23/2020
10.10
Form of Stock Option Grant Notice and Award Agreement
8-K
001-39676
10.3
03/08/2022
10.11
Registration Rights Agreement, dated as of January 25, 2023 (PIPE)
8-K
001-39676
10.3
01/26/2023
10.12#
Employment Agreement between Inhibikase Therapeutics, Inc. and Garth Lees-Rolfe, dated as of April 1, 2024
S-1
333-278844
10.18
04/19/2024
10.13
Securities Purchase Agreement, dated as of May 20, 2024
8-K
001-39676
10.1
05/20/2024
10.14
Placement Agency Agreement, dated as of May 20, 2024
8-K
001-39676
10.2
05/20/2024
10.15
Inducement Letter, dated as of May 20, 2024
8-K
001-39676
10.3
05/20/2024
10.16
Securities Purchase Agreement, dated as of October 9, 2024
8-K
001-39676
10.1
10/10/2024
10.17
Form of Registration Rights Agreement
8-K
001-39676
10.2
10/10/2024
10.18#
Form of Director Offer Letter
8-K
001-39676
10.4
10/10/2024
10.19
Settlement Agreement, dated as of September 30, 2024
8-K
001-39676
10.5
10/10/2024
10.20
Consulting Agreement, by and between Inhibikase Therapeutics, Inc. and Milton H. Werner, dated February 13, 2025
10-K
001-39676
10.27
03/27/2025
10.21#
Employment Agreement, by and between Inhibikase Therapeutics, Inc. and Mark Iwicki, dated February 14, 2025
10-K
001-39676
10.28
03/27/2025
10.22#
Employment Agreement, by and between Inhibikase Therapeutics, Inc. and Christopher Cabell, dated February 21, 2025
10-K
001-39676
10.29
03/27/2025
10.23#
Employment Agreement, by and between Inhibikase Therapeutics, Inc. and David McIntyre, dated as of March 13, 2025
8-K
001-39676
99.2
04/14/2025
19.1
Amended & Restated Insider Trading Policy
10-K
001-39676
19.1
03/27/2025
21.1
Subsidiaries of the Registrant
10-K
001-39676
21.1
03/27/2025
23.1
Consent of Independent Registered Public Accounting Firm.
X
E- 2
24.1
Power of Attorney (included on signature)
X
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Compensation Clawback Policy
10-K/A
001-39676
97.1
4/25/2025
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.
X
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
(#) A contract, compensatory plan or arrangement to which a director or executive officer is a party or in which one or more directors or executive officers are eligible to participate.
() Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
(*) Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K.
(**) Furnished herewith.
Item 16. For m 10-K Summary
Not applicable.
E- 3
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized .
INHIBIKASE THERAPEUTICS, INC.
Date: March 26, 2026
By:
/s/ MARK IWICKI
Mark Iwicki
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Mark Iwicki and David McIntyre, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
E- 4
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ MARK IWICKI
Chief Executive Officer ( Principal Executive Officer)
March 26, 2026
Mark Iwicki
/s/ DAVID McINTYRE
Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer)
March 26, 2026
David McIntyre
/s/ AMIT MUNSHI
Director
March 26, 2026
Amit Munshi
/s/ DAVID CANNER, PH.D.
Director
March 26, 2026
David Canner, Ph.D.
/s/ DENNIS BERMAN
Director
March 26, 2026
Dennis Berman
/s/ ARVIND KUSH
Director
March 26, 2026
Arvind Kush
/s/ ROBERTO BELLINI
Director
March 26, 2026
Roberto Bellini
/s/ VINCENT AURENTZ
Director
March 26, 2026
Vincent Aurentz
E- 5
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.