Immuneering Corp 10-K

Item 8. Financial Statements and Supplementary Data Immuneering Corporation Index to Consolidated Financial Statements Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) 123 Consolidated Balance Sheets 124 Consolidated Statements of Operations and Comprehensive Loss 125 Consolidated Statements of Stockholders’ Equity 126 Consolidated Statements of Cash Flows 127 Notes to Consolidated Financial Statements 128 122 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Immuneering Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Immuneering Corporation and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the 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 the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RSM US LLP We have served as the Company's auditor since 2020. Boston, Massachusetts March 6, 2026 123 Table of Contents PART I – FINANCIAL INFORMATION Item 1. Financial Statements IMMUNEERING CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 128,645,025 $ 36,144,720 Marketable securities, current 44,186,244 — Prepaids and other current assets 3,414,685 3,442,849 Total current assets 176,245,954 39,587,569 Marketable securities, non-current 44,183,186 — Property and equipment, net 938,481 1,122,865 Goodwill 6,690,431 6,690,431 Intangible asset, net 321,147 350,413 Right-of-use assets, net 3,322,249 3,667,352 Other assets 283,562 1,295,783 Total assets $ 231,985,010 $ 52,714,413 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 1,542,737 $ 1,958,536 Accrued expenses 7,842,367 4,973,129 Other liabilities 291,513 233,665 Lease liabilities 397,104 338,438 Total current liabilities 10,073,721 7,503,768 Long-term liabilities: Lease liabilities, net of current portion 3,427,321 3,824,419 Total liabilities 13,501,042 11,328,187 Commitments and contingencies (Note 11) Stockholders’ equity: Preferred stock, $ 0.001 par value; 10,000,000 shares authorized at December 31, 2025 and December 31, 2024; 0 shares issued or outstanding at December 31, 2025 and December 31, 2024 — — Class A common stock, $ 0.001 par value, 200,000,000 shares authorized at December 31, 2025 and December 31, 2024; 64,648,230 and 31,050,448 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 64,648 31,050 Class B common stock, $ 0.001 par value, 20,000,000 shares authorized at December 31, 2025 and December 31, 2024; 0 shares issued and outstanding at December 31, 2025 and December 31, 2024 — — Additional paid-in capital 498,658,072 265,650,362 Accumulated other comprehensive income 81,332 — Accumulated deficit ( 280,320,084 ) ( 224,295,186 ) Total stockholders' equity 218,483,968 41,386,226 Total liabilities and stockholders' equity $ 231,985,010 $ 52,714,413 The accompanying notes are an integral part of these consolidated financial statements. 124 Table of Contents IMMUNEERING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Year Ended December 31, 2025 2024 Operating expenses Research and development $ 42,048,461 $ 47,964,388 General and administrative 17,298,241 16,077,746 Amortization of intangible asset 29,267 29,267 Total operating expenses 59,375,969 64,071,401 Loss from operations ( 59,375,969 ) ( 64,071,401 ) Other income (expense) Interest income 3,039,406 2,593,300 Other income, net 311,665 441,493 Net loss $ ( 56,024,898 ) $ ( 61,036,608 ) Net loss per share attributable to common stockholders, basic and diluted ( 1.27 ) ( 2.04 ) Weighted-average common shares outstanding, basic and diluted 44,011,830 29,981,565 Other comprehensive income: Unrealized gain from marketable securities 81,332 778 Comprehensive Loss $ ( 55,943,566 ) $ ( 61,035,830 ) The accompanying notes are an integral part of these consolidated financial statements. 125 Table of Contents IMMUNEERING CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity Shares Par Value Shares Par Value Balance at December 31, 2023 29,271,629 $ 29,272 — $ — $ 253,806,267 $ ( 778 ) $ ( 163,258,578 ) $ 90,576,183 Issuance of common stock upon exercise of stock options 229,299 229 — — 732,229 — — 732,458 Issuance of common stock under at-the-market offering, net of commissions, underwriting discounts and $ 0.1 million issuance costs 1,318,752 1,319 — — 4,236,078 — — 4,237,397 Issuance of common stock through employee stock purchase plan 230,768 230 — — 374,422 — — 374,652 Stock-based compensation expense — — — — 6,501,366 — — 6,501,366 Net loss — — — — — — ( 61,036,608 ) ( 61,036,608 ) Other comprehensive income — — — — — 778 — 778 Balance at December 31, 2024 31,050,448 $ 31,050 — $ — $ 265,650,362 $ — $ ( 224,295,186 ) $ 41,386,226 Issuance of common stock upon exercise of stock options 136,060 136 — — 368,396 — — 368,532 Issuance of common stock under at-the-market offering, net of commissions, underwriting discounts and $ 0.2 million issuance costs 5,164,159 5,164 — — 15,014,882 — — 15,020,046 Issuance of common stock through employee stock purchase plan 300,143 300 — — 421,610 — — 421,910 Issuance of common stock, pre-funded warrants, and common stock warrants through private placement, net of $ 1.6 million in placement costs 5,251,349 5,251 — — 23,388,923 — — 23,394,174 Cashless exercise of prefunded warrants 1,077,598 1,078 — — ( 1,078 ) — — — Issuance of common stock through public offering, net of underwriting discounts and $ 0.4 million in offering costs 18,959,914 18,960 — — 164,119,551 — — 164,138,511 Issuance of common stock through private placement with Aventis Inc., net of $ 1.6 million in placement agent discounts and placement costs 2,708,559 2,709 — — 23,384,291 — — 23,387,000 Stock-based compensation expense — — — — 6,311,135 — — 6,311,135 Net loss — — — — — — ( 56,024,898 ) ( 56,024,898 ) Other comprehensive income — — — — — 81,332 — 81,332 Balance at December 31, 2025 64,648,230 $ 64,648 — $ — $ 498,658,072 $ 81,332 $ ( 280,320,084 ) $ 218,483,968 The accompanying notes are an integral part of these consolidated financial statements. 126 Table of Contents IMMUNEERING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 and 2024 2025 2024 Cash flows from operating activities: Net loss $ ( 56,024,898 ) $ ( 61,036,608 ) Adjustment to reconcile to net loss to net cash used in operating activities: Depreciation and amortization expense 324,517 355,807 Reduction in carrying amount of right-of-use assets 345,103 328,377 Amortization of intangibles 29,267 29,267 Stock-based compensation expense 6,311,135 6,501,366 Net accretion of discount on marketable securities ( 155,748 ) ( 259,181 ) Loss on disposal of fixed assets 2,093 6,784 Change in assets and liabilities: (Increase) decrease in: Prepaid expenses and other current assets 491,837 ( 24,865 ) Other assets 1,114,245 ( 261,337 ) Increase (decrease) in: Accounts payable ( 400,799 ) ( 112,143 ) Accrued expenses 2,899,237 ( 200,831 ) Lease liabilities ( 338,432 ) ( 300,102 ) Other liabilities 57,848 ( 26,105 ) Net cash used in operating activities ( 45,344,595 ) ( 54,999,571 ) Cash flows from investing activities: Purchases of property and equipment ( 142,226 ) ( 84,875 ) Purchases of marketable securities ( 88,596,021 ) ( 5,410,170 ) Maturities of marketable securities — 31,930,000 Net cash (used in) provided by investing activities ( 88,738,247 ) 26,434,955 Cash flows from financing activities: Payment of offering costs ( 3,726,266 ) ( 40,988 ) Proceeds from exercise of stock options 368,532 732,458 Proceeds from issuance of common stock under ATM, net of offering expenses 15,020,046 4,237,397 Proceeds from employee stock purchase plan 421,910 374,652 Issuance of common stock through public offering, net of commissions and underwriting discounts 164,500,006 — Issuance of common stock through private placement with Aventis Inc. 25,000,000 — Proceeds from sale of common stock, prefunded warrants and common stock warrants 24,998,919 — Net cash provided by financing activities 226,583,147 5,303,519 Net increase (decrease) in cash and cash equivalents 92,500,305 ( 23,261,097 ) Cash and cash equivalents at beginning of period 36,144,720 59,405,817 Cash and cash equivalents at end of period $ 128,645,025 $ 36,144,720 Supplemental disclosures of noncash investing and financing information: Deferred offering costs in accounts payable/accrued expenses $ 45,000 $ — Cashless exercise of prefunded warrants $ 1,078 $ — The accompanying notes are an integral part of these consolidated financial statements. 127 Table of Contents IMMUNEERING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Nature of Business Immuneering Corporation, a Delaware corporation (“Immuneering” or the “Company”), was incorporated in 2008. Immuneering is a late-stage clinical oncology company developing medicines for broad populations of cancer patients, with an initial aim to therapeutically address patients harboring RAS and/or RAF mutations. The Company aims to achieve broad activity through Deep Cyclic Inhibition® ("DCI") of the mitogen-activated protein kinase ("MAPK") pathway, impacting cancer cells while sparing healthy cells. Immuneering’s lead product candidate, atebimetinib (IMM-1-104), is currently in a Phase 1/2a clinical trial in patients with advanced solid tumors harboring RAS/RAF mutations. The Company is developing atebimetinib as a once-daily oral therapy, aiming for activity through DCI of the MAPK pathway at the level of mitogen-activated protein kinase kinase ("MEK"). The Company’s development pipeline also includes several early-stage programs. On October 30, 2019, Immuneering formed a wholly owned subsidiary, Immuneering Securities Corporation (“ISC”), a Massachusetts securities corporation, for the sole purpose of buying, selling and holding securities on the Company’s behalf. On December 22, 2021, the Company acquired all outstanding shares of capital stock of BioArkive, Inc. (“BioArkive”), a California corporation, which as a result became a wholly owned subsidiary. Immuneering, ISC and BioArkive are collectively referred to as the “Company” throughout these consolidated financial statements. The Company is subject to a number of inherent risks associated with any biotechnology company that has substantial expenditures for research and development. These risks include, but are not limited to, the need to obtain adequate additional funding, possible failure of clinical trials or other events demonstrating lack of clinical safety or efficacy of its product candidates, dependence on key personnel, reliance on third-party service providers for manufacturing drug product and conducting clinical trials, the ability to successfully secure its proprietary technology, and risks related to the regulatory approval and commercialization of a product candidate. There can be no assurance that the Company’s research and development programs will be successful. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees, advisors, and consultants. On August 10, 2022, the Company entered into an Equity Distribution Agreement (the "2022 Sales Agreement") with Piper Sandler & Co (the "Sales Agent"), to sell shares of its common stock with aggregate gross proceeds of up to $ 50 million, from time to time, through an “at the market” equity offering program (the "2022 ATM Program"). The Company sold 5,164,159 shares of common stock under the 2022 ATM Program, at a weighted average price per share of $ 3.03 , for aggregate gross proceeds of $ 15.6 million ($ 15.0 million net of offering expenses) during the year ended December, 2025. The Company sold 1,318,752 shares of common stock under the 2022 ATM Program, at a weighted average price per share of $ 3.38 , for aggregate gross proceeds of $ 4.5 million ($ 4.2 million net of offering expenses) during the year ended December 31, 2024. The Company did no t sell any shares of common stock under the 2022 ATM Program during the three months ended December 31, 2025 or December 31, 2024, respectively. On April 20, 2023, the Company completed an underwritten follow-on equity offering, pursuant to which it issued and sold 2,727,273 shares of its Class A common stock $ 0.001 par value per share at an offering price of $ 11.00 per share. The aggregate net proceeds received by the Company from the offering were $ 28,200,003 , after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company of $ 203,768 . On August 13, 2025, the Company entered into an Equity Distribution Agreement (the "2025 Sales Agreement") with the Sales Agent, to sell shares of its common stock with aggregate gross proceeds of up to $ 100 million, from time to time, through an “at the market” equity offering program (the "2025 ATM Program"). In connection with the September 2025 Offering (as defined below), the Company: (i) reduced the maximum aggregate offering price for sales of shares of common stock pursuant to at-the-market transactions under the 2025 ATM Program by $ 1,250,007 (the "Reduced Amount"), resulting in a new maximum aggregate offering price of up to $ 98,749,993 under the 2025 ATM Program, and (ii) suspended the 2025 ATM Program and terminated the continuous offering under the 2025 ATM Program, in each case, as to the Reduced Amount. The Company did not sell any shares of common stock under the 2025 ATM Program during the three months or year ended December 31, 2025 or December 31, 2024, respectively. 128 Table of Contents On August 21, 2025, the Company entered into a Securities Purchase Agreement (the "August 2025 Purchase Agreement") with the purchasers party thereto, pursuant to which the Company agreed to sell securities to such purchasers in a private placement (the “August 2025 Private Placement”). The August 2025 Purchase Agreement provided for the sale and issuance by the Company to the purchasers of: (i) an aggregate of 5,251,349 shares of its common stock at a purchase price of $ 3.95 per share, (ii) for certain purchasers, in lieu of common stock, an aggregate of 1,077,764 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to the same number of shares of its common stock, and (iii) an aggregate of 2,848,096 warrants (the “Purchase Warrants”) to purchase up to the same number of shares of its common stock. The Pre-Funded Warrants were issued for a purchase price equating to $ 3.949 per Pre-Funded Warrant (which was the per share purchase price for the common stock issued in the August 2025 Private Placement, less the $ 0.001 per share unfunded exercise price for each Pre-Funded Warrant). On October 6, 2025, certain purchasers from the August 2025 Private Placement exercised an aggregate of 1,077,764 Pre-Funded Warrants previously issued to them pursuant to the August 2025 Purchase Agreement. Each such exercise was made pursuant to the cashless exercise provision of the applicable Pre-Funded Warrant, such that an aggregate of 166 shares of common stock were withheld in lieu of cash payment of the $ 0.001 exercise price for each Pre-Funded Warrant share, and the exercising purchasers were issued an aggregate of 1,077,598 shares of common stock (the "October 2025 Cashless Exercise"). Following the October 2025 Cashless Exercise, no Pre-Funded Warrants remained issued and outstanding. The Purchase Warrants were issued with an exercise price of $ 5.50 per share; as of December 31, 2025, no Purchase Warrants had been exercised. As of December 31, 2025, the Company had received aggregate net proceeds of $ 23.4 million from the August 2025 Private Placement, after deducting placement expenses of $ 1.6 million. The August 2025 Private Placement closed on August 26, 2025. On September 24, 2025, the Company entered into a Securities Purchase Agreement (the "September 2025 Purchase Agreement") with Aventis Inc. ("Aventis"), a wholly owned subsidiary of Sanofi, a French société anonyme ("Sanofi"), pursuant to which the Company agreed to sell securities to Aventis in a private placement (the “September 2025 Private Placement”). The September 2025 Purchase Agreement provided for the sale and issuance by the Company to Aventis of an aggregate of 2,708,559 shares of its common stock at a purchase price of $ 9.23 per share. The Company received aggregate net proceeds of $ 23.4 million from the September 2025 Private Placement, after deducting placement agent discounts and commissions of $ 1.5 million and placement costs of $ 0.1 million. The September 2025 Private Placement closed on September 26, 2025. On September 26, 2025, the Company completed an underwritten follow-on equity offering, pursuant to which it issued and sold 18,959,914 shares of its Class A common stock at an offering price of $ 9.23 per share (the "September 2025 Offering"), with Leerink Partners LLC and Oppenheimer & Co. Inc. acting as underwriters. The aggregate net proceeds received by the Company from the September 2025 Offering were $ 164.1 million, after deducting underwriting discounts and commissions, as well as offering costs of $ 0.4 million. To date, the Company has primarily funded its operations with proceeds from the sale of its capital stock, warrants to purchase stock, and convertible notes. The Company has incurred recurring losses over the past several years and as of December 31, 2025, the Company had an accumulated deficit of $ 280.3 million. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations. Management considered whether or not there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern, and concluded that there are none as it estimates that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of these consolidated financial statements. 129 Table of Contents Note 2 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these consolidated financial statements include but are not limited to: the accrued research and development expenses, the determination of fair value of stock-based awards, and the impairment of goodwill and intangible assets. Actual results may differ materially and adversely from these estimates. Cash and Cash Equivalents Cash and cash equivalents are comprised of deposits at major financial banking institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. Marketable Securities Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities and are recorded at fair value. Unrealized gains/(losses) are included as a component of accumulated other comprehensive loss in the consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the consolidated statements of comprehensive loss, until realized. We review marketable securities for impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable. Unrealized losses are evaluated for impairment under ASC 326, Financial Instruments - Credit Losses, to determine if the impairment is credit-related or noncredit-related. Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, and noncredit-related impairment is recognized in other comprehensive (loss) income, net of taxes. Evidence considered in this assessment includes reasons for the impairment, compliance with our investment policy, the severity of the impairment, collectability of the security, and any adverse conditions specifically related to the security, an industry, or geographic area. There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the year ended December 31, 2025. Realized gains and losses are included in other income, net on a specific-identification basis. There were no realized gains or losses on marketable securities for the years ended December 31, 2025 and 2024, respectively. Fair Value Measurements We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. 130 Table of Contents Our 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 or other observable market data. The pricing services utilize industry standard valuation models, including both income and market based approaches, and observable market inputs to determine value. After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2025. Fair value information for these assets, including their classification in the fair value hierarchy is included in Note 4 Fair Value Measurements . There have been no changes to the valuation methods during the year ended December 31, 2025. We evaluate transfers between levels at the end of each reporting period. The carrying amounts reflected in the consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their respective fair values because of the short-term maturity of those financial instruments. Concentration of Credit Risk Financial instruments which potentially subject us to credit risk consist primarily of cash, cash equivalents, and marketable securities. We hold these investments in highly rated financial institutions, and, by policy, limit the amount of credit exposure at any one financial institution. These investments at times exceed federally insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on the funds. We have no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. Expenditures for major replacements and improvements are capitalized, while expenditures for general repairs and maintenance are expensed as incurred. Upon retirements or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is recorded in the consolidated statement of operations. Depreciation and amortization are calculated using the straight-line method once assets are placed in service. Asset Class Estimated Useful Lives Computer equipment 3 years Furniture and fixtures 5 years Lab equipment 7 years Leasehold improvements 1 - 10 years Impairment of Long-lived Assets Periodically, the Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. To date, no impairments have occurred. Leases The Company provides for leases in accordance with ASC Topic 842, Leases. The Company determines if an arrangement is a lease at contract inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease based upon the present value of future lease payments over the expected lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, which is based on rates that would be incurred to borrow on a collateralized basis over a term equal to the lease payments in a similar economic environment, in determining the present value of lease payments. 131 Table of Contents The Company has elected not to separate lease and non-lease components as a single lease component. The Company’s leases are reflected in right-of-use assets and lease liabilities (current and non-current) in the consolidated balance sheets. Income Taxes The Company provides for income taxes in accordance with ASC Topic 740, Income Taxes. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using the enacted tax rates for the years and jurisdictions in which the temporary differences are expected to be recovered. A change to the tax rates used to measure the Company’s deferred taxes is recognized in income during the period in which the new rate(s) were enacted. The Company recognizes deferred tax assets to the extent the Company’s assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including the future reversals of existing taxable temporary differences, projected future taxable income exclusive of reversing temporary differences and carryforwards, tax-planning strategies, taxable income in prior carryback years if permitted under tax law, and the results from prior years. If the Company determines it is more likely than not, that all or a portion of a deferred tax asset will not be realized a valuation allowance is recorded with a charge to income tax expense. Alternatively, if the Company determines that all or a portion of a deferred tax asset previously not meeting the more likely than not threshold will be realized, the Company reduces its valuation allowance and recognizes a benefit in income tax expense. The Company recognizes and measure uncertain tax benefits in accordance with ASC 740 based on a two-step process in which (1) the Company determines whether it is more likely than not that the tax position will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company's policy is to recognize interest and penalties related to uncertain tax positions, if any, in income tax expense. As of December 31, 2025 and 2024, the Company had uncertain tax positions of $ 1,493,736 and $ 1,136,528 , respectively. The Company has classified the unrecognized tax benefits as reductions of its tax credit carryforwards. Research and Development Research and development costs are expensed as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, and other outside expenses. The Company also incurs costs to develop software programs for internal use in identifying potential human drug targets which may then lead to the development of human drug candidates. To date the software programs have primarily been used for internal research and development activities and the costs incurred have been expensed as research and development. Research and Manufacturing Contract Costs and Accruals The Company has entered into various research, development and manufacturing contracts with research institutions and other companies inside and outside of the United States. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research, development and manufacturing costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research, development and manufacturing activities, invoicing to date under the contracts, communication from the research institutions and other companies of any actual costs incurred during the period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. 132 Table of Contents Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Com prehensive Income (Loss) Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Deferred Offering Costs The Company capitalizes certain legal, professional, and other third-party charges related to ongoing equity financings as deferred offering costs until fully consummated. These costs are to be recorded as a reduction of the offering’s proceeds which are recorded to additional paid-in capital within stockholders’ equity. Should the Company choose not to initiate such financing, the deferred offering costs would be immediately expensed as operating expenses. Common Stock Warrants The Company accounts for warrants issued as a separable unit in connection with sale of common stock as either liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480-10”) or ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). Under ASC 480-10, warrants are considered liabilities if they are mandatorily redeemable and they require settlement in cash or other assets, or a variable number of shares. If warrants do not meet liability classification under ASC 480-10, the Company considers the requirements of ASC 815-40 to determine whether the warrants should be classified as liability or equity. If warrants do not require liability classification under ASC 815-40 or other applicable generally accepted accounting principles in the United States of America, the warrants should be classified as equity. Net Income (Loss) per Share The Company only has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock and pre-funded warrants outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and pre-funded warrants outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock awards. The pre-funded warrants are included as outstanding shares in the computation as the exercise price is negligible and the pre-funded warrants are fully vested and exercisable. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for each of the years ended December 31, 2025 and 2024. Stock-based Compensation The Company issues stock-based awards to employees and nonemployees in the form of stock options. The Company accounts for stock-based awards in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”), which requires all stock-based payments to employees and non-employees, including grants of employee stock options and modifications to existing stock options, to be recognized in the consolidated statement of operations based on their fair values. 133 Table of Contents The fair value of options is estimated on the grant date using the Black-Scholes option-pricing model (“Black-Scholes”). Black-Scholes requires the Company to make assumptions and judgments about the variables used in the calculation including the expected term of its stock option, the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company uses the simplified calculation of expected life and volatility, which is based on an average of the historical volatility of a group of publicly traded companies in a similar industry that the Company believes would be considered a peer group had it been a publicly held company for the duration of the expected life of the award. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Forfeitures are recognized as they occur. No dividend yield was assumed as the Company does not pay, and does not expect to pay, dividends on its common stock. The assumptions underlying these valuations represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if the Company had used different assumptions or estimates, the fair value of its common stock and its stock-based compensation expense could be materially different. Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments during the years ended December 31, 2025 or 2024. Intangible Assets Intangible assets are recognized at fair value, as an asset apart from goodwill if the asset (i) arises from contractual or other legal rights, or (ii) is separable. Intangible assets, principally representing technology acquired, are capitalized and amortized on the straight-line method over their expected useful lives. The Company reviews the recoverability of its long-lived assets (including amortizable intangible assets), other than goodwill, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. Recently Issued But Not Yet Adopted Accounting Pronouncements and Legislation From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt certain new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. 134 Table of Contents In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The guidance in ASU 2024-03 aims to improve disclosures around an entity's expenses. Upon adoption, companies will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the income statement. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods in fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this standard's potential impact on its consolidated financial statements and related disclosures. The One Big Beautiful Bill Act ("OBBBA") was enacted on July 4, 2025. The Company has evaluated whether OBBBA has a material impact on its 2025 financial statements. The only provision of OBBBA that impacts the Company’s income tax accounting under ASC740 is the new IRC. Sec. 174A, which permanently allows taxpayers to fully expense domestic research or experimental ("R&E") expenditures paid or incurred in taxable years beginning after Dec. 31, 2024. The requirement to capitalize foreign Sec. 174 expenses over 15 years has not changed. On August 28, 2025, the IRS released procedural guidance (Rev. Proc. 2025-28) for implementing Section 174A and related elections for domestic research or experimental. Transition rules provide taxpayers with options to account for any remaining unamortized domestic R&E expenditures paid or incurred in taxable years beginning after December 31, 2021, and before January 1, 2025. Taxpayers may continue to amortize such unamortized amounts over the remaining five-year period; alternatively, they may elect to deduct any remaining unamortized domestic R&E expenditures either entirely in the first tax year beginning after December 31, 2024, or ratably over two taxable years (e.g., 2025 or ratably in 2025 and 2026). The Company has decided it will elect to continue to amortize previously capitalized and unamortized domestic R&E expenditures over the remaining five-year period. As of December 31, 2024, the company had approximately $ 77.8 million of remaining unamortized domestic R&E expenditures, representing approximately $ 17.1 million of its gross deferred tax asset. As of December 31, 2025, the company had approximately $ 54.7 million of remaining unamortized domestic R&E expenditures, representing approximately $ 12.0 million of its gross deferred tax asset. In December 2025, the FASB issued Update ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements". This ASU clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity's financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the effect of adopting this pronouncement on our financial statements and disclosures. 135 Table of Contents Note 3 – Marketable Securities Marketable securities consisted of the following as of December 31, 2025: December 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 6,495,181 $ 5,504 $ — $ 6,500,685 Government securities 7,943,758 4,742 — 7,948,500 Debt securities 7,628,117 496 ( 59 ) 7,628,554 Commercial Paper 22,102,080 6,425 — 22,108,505 Total Current 44,169,136 17,167 ( 59 ) 44,186,244 Non-current: U.S. Treasuries 37,717,598 58,682 — 37,776,280 Government securities 3,998,584 — ( 1,544 ) 3,997,040 Debt securities 2,406,640 3,226 — 2,409,866 Total Non-current 44,122,822 61,908 ( 1,544 ) 44,183,186 Total marketable securities $ 88,291,958 $ 79,075 $ ( 1,603 ) $ 88,369,430 There were no marketable securities as of December 31, 2024. The Company's marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities and are recorded at fair value. Unrealized gains (losses) are included as a component of accumulated other comprehensive loss in the consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the consolidated statements of comprehensive loss, until realized. The Company assesses its available-for-sale marketable securities for impairment on a quarterly basis. There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the years ended December 31, 2025 and 2024. Realized gains and losses are included in other income (expense). The Company's marketable securities portfolio contains investments in U.S. Treasury, other U.S. government-backed securities, and commercial paper. The Company reviews its portfolio based on the underlying risk profile of the securities and does not expect there to be a loss on these investments. The Company also regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. During the years ended December 31, 2025 and 2024, the Company recognized no year-to-date credit loss related to its short-term investments, and had no allowance for credit loss recorded as of December 31, 2025 and 2024. 136 Table of Contents Note 4 – Fair Value Measurements The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2025 and 2024, respectively: December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 105,330,208 $ — $ — $ 105,330,208 U.S. Treasuries 1,992,340 — — 1,992,340 Government securities — 9,222,990 — 9,222,990 Commercial paper — 11,827,667 — 11,827,667 Total cash equivalents 107,322,548 21,050,657 — 128,373,205 Marketable securities: U.S. Treasuries $ 44,276,965 $ — $ — $ 44,276,965 Government securities — 11,945,540 — 11,945,540 Debt securities — 10,038,420 — 10,038,420 Commercial paper — 22,108,505 — 22,108,505 Total marketable securities 44,276,965 44,092,465 — 88,369,430 Total cash equivalents and marketable securities $ 151,599,513 $ 65,143,122 $ — $ 216,742,635 December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 35,865,754 $ — $ — $ 35,865,754 Total cash equivalents $ 35,865,754 $ — $ — $ 35,865,754 There were no transfers between Level 1 and Level 2 and the Company had no financial assets or liabilities that were classified as Level 3 at any point during the years ended December 31, 2025 and 2024. Note 5 – Property and Equipment, net Property and equipment, net consisted of the following: December 31, 2025 December 31, 2024 Computer equipment $ 596,917 $ 570,778 Furniture and fixtures 98,628 98,628 Lab equipment 1,309,070 1,236,233 Leasehold improvements 298,941 298,941 Construction in progress 37,500 — Total 2,341,056 2,204,580 Accumulated depreciation and amortization ( 1,402,575 ) ( 1,081,715 ) Property and equipment, net $ 938,481 $ 1,122,865 Depreciation and amortization expense totaled $ 324,517 and $ 355,807 for the years ended December 31, 2025 and 2024, respectively. 137 Table of Contents Note 6 – Accrued Expenses Accrued expenses consisted of the following: December 31, 2025 December 31, 2024 Accrued professional services $ 735,772 $ 193,646 Accrued employee expenses 4,245,563 3,583,649 Accrued research and development expenses 2,747,306 1,106,872 Accrued other expenses 113,726 88,962 Total $ 7,842,367 $ 4,973,129 Note 7 - Common Stock The Company had 200,000,000 authorized shares of Class A common stock, $ 0.001 par value per share, as of December 31, 2025 and December 31, 2024, of which 64,648,230 and 31,050,448 shares were issued and outstanding, respectively. The holders of Class A common stock are entitled one vote for each share of common stock. Dividends may be paid when, and if, declared by the Board of Directors, subject to the limitations, powers and preferences granted to the Preferred Stockholders and on a proportionate basis with holders of Class B common stock. The Company had 20,000,000 authorized shares of Class B common stock, $ 0.001 par value per share, as of December 31, 2025 and December 31, 2024, of which no shares have been issued nor are outstanding. The holders of Class B common stock have no voting rights. Dividends may be paid when, and if, declared by the Board of Directors, subject to the limitations, powers and preferences granted to the preferred stockholders and on a proportionate basis with holders of Class A common stock. 2022 Shelf Registration Statement & 2022 ATM Program On August 10, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-266738) (the “2022 Shelf Registration Statement”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units or any combination thereof in the aggregate amount of up to $ 200 million for a period of up to three years from the date of its effectiveness on August 19, 2022. On August 10, 2022, the Company also entered into the 2022 Sales Agreement with the Sales Agent to sell shares of the Company’s Class A common stock, par value $ 0.001 per share, with aggregate gross sales proceeds of up to $ 50 million, from time to time, through the 2022 ATM Program under the 2022 Shelf Registration Statement. Subject to the terms and conditions of the 2022 Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made through the Nasdaq Global Market, on any other existing trading market for the common stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company or Sales Agent could terminate the 2022 Sales Agreement upon notice to the other party and subject to other conditions. The Company paid the Sales Agent a commission equal to 3.0 % of the gross proceeds of any Common Stock sold through the Sales Agent under the 2022 Sales Agreement and provided the Sales Agent with customary indemnification rights. The Company sold 5,164,159 shares of common stock under the 2022 ATM program, at a weighted average price per share of $ 3.03 , for aggregate gross proceeds of $ 15.6 million ($ 15.0 million net of offering expenses) during the year ended December 31, 2025. The Company sold 1,318,752 shares of common stock under the 2022 ATM Program, at a weighted average price per share of $ 3.38 , for aggregate gross proceeds of $ 4.5 million ($ 4.2 million net of offering expenses) during the year ended December 31, 2024. The Company did not sell any shares of common stock under the 2022 ATM Program during the three months ended December 31, 2025 or December 31, 2024, respectively. Issuance costs incurred related to the 2022 Sales Agreement were recorded as deferred offering costs and classified as long-term assets on the balance sheet. The Company had approximately $ 0.5 million of deferred offering costs as of December 31, 2024 associated with the 2022 Sales Agreement. The deferred offering costs for the 2022 ATM Program were written off in August 2025, after the 2022 Shelf Registration Statement and the 2022 ATM Program expired, the 2022 Sales Agreement was terminated, and the Company entered into the 2025 Sales Agreement related to the 2025 ATM Program (in each case as defined herein). 2025 Shelf Registration Statement & 2025 ATM Program 138 Table of Contents On August 13, 2025, the Company filed a Registration Statement on Form S-3 (File No. 333-289589) (the “2025 Shelf Registration Statement”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units or any combination thereof in the aggregate amount of up to $ 300 million for a period of up to three years from the date of its effectiveness on August 20, 2025. On August 13, 2025, the Company also entered into the 2025 Sales Agreement with the Sales Agent to sell shares of the Company’s Class A common stock, par value $ 0.001 per share, with aggregate gross sales proceeds of up to $ 100 million, from time to time, through the 2025 ATM Program under the 2025 Shelf Registration Statement. Subject to the terms and conditions of the 2025 Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made through the Nasdaq Global Market, on any other existing trading market for the common stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company or Sales Agent may terminate the 2025 Sales Agreement upon notice to the other party and subject to other conditions. The Company will pay the Sales Agent a commission up to 3.0 % of the gross proceeds of any Common Stock sold through the Sales Agent under the 2025 Sales Agreement and has provided the Sales Agent with customary indemnification rights. The Company did not sell any shares of common stock under the 2025 ATM Program during the three months or year ended December 31, 2025 or December 31, 2024, respectively. In connection with the September 2025 Offering, the Company: (i) reduced the maximum aggregate offering price for sales of shares of common stock pursuant to at-the-market transactions under the 2025 ATM Program by $ 1,250,007 (or the Reduced Amount, as defined above), resulting in a new maximum aggregate offering price of up to $ 98,749,993 under the 2025 ATM Program, and (ii) suspended the 2025 ATM Program and terminated the continuous offering under the 2025 ATM Program, in each case, as to the Reduced Amount. As of December 31, 2025, the Company had aggregate gross sales proceeds capacity of $ 98.7 million remaining under the 2025 ATM Program. Issuance costs incurred related to the 2025 Sales Agreement are recorded as deferred offering costs and are classified as long-term assets on the balance sheet at December 31, 2025. The Company had approximately $ 0.2 million of deferred offering costs as of December 31, 2025 associated with the 2025 Sales Agreement. August 2025 Private Placement On August 21, 2025, the Company entered into the August 2025 Purchase Agreement with the purchasers party thereto, pursuant to which the Company agreed to sell securities to such purchasers in the August 2025 Private Placement. The August 2025 Purchase Agreement provided for the sale and issuance by the Company to the purchasers of: (i) an aggregate of 5,251,349 shares of its common stock at a purchase price of $ 3.95 per share, (ii) for certain purchasers, in lieu of common stock, an aggregate of 1,077,764 Pre-Funded Warrants to purchase up to the same number of shares of its common stock, and (iii) an aggregate of 2,848,096 Purchase Warrants to purchase up to the same number of shares of its common stock. The Pre-Funded Warrants were issued for a purchase price equating to $ 3.949 per Pre-Funded Warrant (which was the per share purchase price for the common stock issued in the August 2025 Private Placement, less the $ 0.001 per share unfunded exercise price for each Pre-Funded Warrant). On October 6, 2025, certain purchasers from the August 2025 Private Placement exercised an aggregate of 1,077,764 Pre-Funded Warrants previously issued to them pursuant to the August 2025 Purchase Agreement. Each such exercise was made pursuant to the cashless exercise provision of the applicable Pre-Funded Warrant, such that an aggregate of 166 shares of common stock were withheld in lieu of a cash payment of the $ 0.001 exercise price for each Pre-Funded Warrant, and the exercising purchasers were issued an aggregate of 1,077,598 shares of common stock. The Purchase Warrants were issued with an exercise price of $ 5.50 per share; as of December 31, 2025, no Purchase Warrants had been exercised. As of December 31, 2025, the Company had received aggregate net proceeds of $ 23.4 million from the August 2025 Private Placement, after deducting placement expenses of $ 1.6 million. The August 2025 Private Placement closed on August 26, 2025. Also on August 21, 2025, in connection with the August 2025 Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers in the August 2025 Private Placement. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the SEC for purposes of registering the resale of the common stock and the shares of common stock issuable upon exercise of the Pre-Funded Warrants and Purchase Warrants (collectively, the “Warrant Shares”) purchased by the purchasers in the August 2025 Private Placement, and any shares of common stock issued as a dividend or other distribution with respect to, in exchange for or in replacement of such common stock or Warrant Shares. On September 3, 2025, the Company filed a Registration Statement on Form S-3 (File No. 333-289997) (the “2025 Resale Registration Statement”) with the SEC in relation to the registration for re-sale of the common stock and Warrant Shares from the August 2025 Private Placement. The SEC declared the 2025 Resale Registration Statement effective on September 8, 2025. 139 Table of Contents The Purchase Warrants have an exercise price of $ 5.50 per share of common stock, are exercisable immediately following their issuance, and will expire on September 8, 2030. The Purchase Warrants contain standard adjustments to the exercise price including for stock splits, stock dividends or distributions, certain other dividends or distributions and certain reorganizations. The Purchase Warrants also include certain rights upon the occurrence of a “fundamental transaction” (as described in the Purchase Warrants). The foregoing and other related summaries contained herein do not purport to be complete and are qualified in their entirety by reference to the August 2025 Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants and the Purchase Warrants, which are filed as Exhibits 10.18, 10.19, 4.4 and 4.5, respectively, to this Annual Report on Form 10-K. The proceeds received from the sale of equity classified warrants and shares of common stock in a bundled transaction are allocated based on the relative fair values of warrants and shares of common stock with no changes in fair value of warrants recognized after the issuance date. The Purchase Warrants and Pre-Funded Warrants were classified as a component of stockholders’ equity within additional paid-in-capital and were recorded at the issuance date using a relative fair value allocation method. The Purchase Warrants and Pre-Funded Warrants are equity classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, permit the holders to receive a fixed number of common shares upon exercise, are indexed to the Company’s common stock and meet the equity classification criteria. In addition, such Purchase Warrants do not provide any guarantee of value or return. The Company valued the Purchase Warrants at issuance using the Black-Scholes valuation model and allocated proceeds from the sale proportionately to the common stock and Purchase Warrants, of which approximately $ 3.7 million was allocated to the Purchase Warrants and recorded as a component of additional paid-in-capital. As of December 31, 2025, the Company had 2,848,096 Purchase Warrants issued and outstanding at an exercise price of $ 5.50 per share to purchase shares of the Company's common stock. September 2025 Aventis (Sanofi) Private Placement On September 24, 2025, the Company entered into the September 2025 Purchase Agreement with Aventis, a wholly owned subsidiary of Sanofi, pursuant to which the Company agreed to sell securities to Aventis in the September 2025 Private Placement. The September 2025 Purchase Agreement provided for the sale and issuance by the Company to Aventis of an aggregate of 2,708,559 shares of its common stock at a purchase price of $ 9.23 per share. The Company received aggregate net proceeds of $ 23.4 million from the September 2025 Private Placement, after deducting placement agent discounts and commissions of $ 1.5 million, and placement costs of $ 0.1 million. The September 2025 Private Placement closed on September 26, 2025. September 2025 Offering On September 26, 2025, the Company completed the September 2025 Offering, pursuant to which it issued and sold 18,959,914 shares of its Class A common stock at an offering price of $ 9.23 per share, with Leerink Partners LLC and Oppenheimer & Co. Inc. acting as underwriters. The aggregate net proceeds received by the Company from the September 2025 Offering were $ 164.1 million, after deducting underwriting discounts and commissions, as well as offering costs of $ 0.4 million. 140 Table of Contents Note 8 - Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders was calculated at December 31, 2025 and December 31, 2024 as follows: Year Ended December 31, 2025 2024 Numerator: Net loss $ ( 56,024,898 ) $ ( 61,036,608 ) Denominator - basic and diluted: Weighted-average common shares outstanding, basic and diluted 44,011,830 29,981,565 Net loss per share - basic and diluted $ ( 1.27 ) $ ( 2.04 ) The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares) at December 31, 2025 and December 31, 2024: 2025 2024 Options to purchase common stock 8,250,958 6,382,149 Purchase warrants 2,848,096 — Total shares of common stock equivalents 11,099,054 6,382,149 Note 9 - Stock-Based Compensation During 2015, the Company established the Long Term Incentive Plan (“Incentive Plan”), under which incentive stock options, nonqualified stock options, restricted stock or other awards may be awarded to employees, directors or consultants of the Company. The options typically vest over a four-year period. As of December 31, 2025, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares. Upon the effectiveness of the Company’s 2021 Incentive Award Plan (the “2021 Plan”), the Company ceased granting awards under the Incentive Plan. However, the Incentive Plan continues to govern awards outstanding thereunder. On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Plan, which became effective on July 29, 2021. The 2021 Plan provides for the grant of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan was initially equal to 2,590,000 plus an annual increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 4 % of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the Board of Directors. No more than 15,350,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. Shares issued under the 2021 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. If an award under the 2021 Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2021 Plan. In addition, shares subject to stock options issued under the Incentive Plan may become available for issuance under the 2021 Plan to the extent such stock options are canceled, forfeited, exchanged, settled in cash or otherwise terminated. As of December 31, 2025, there were 957,941 shares available for future issuance under the 2021 Plan. 141 Table of Contents On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on July 29, 2021. A total of 250,000 shares of Class A common stock were initially reserved for issuance under this plan. The number of shares of Class A common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1 % of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the Board of Directors, provided that not more than 3,340,000 shares of Class A common stock may be issued under the 2021 ESPP. As of December 31, 2025, there were 849,697 s hares of common stock reserved for future issuance under the 2021 ESPP and 530,911 shares had been granted or purchased under the 2021 ESPP. On May 21, 2024 (the “Effective Date”), based upon the recommendation of the Compensation Committee of the Company's Board of Directors, the Board of Directors approved an option repricing, in accordance with the 2021 Plan, which repricing was effected on the Effective Date. The repricing applied to options to purchase shares of the Company’s Class A common stock with an exercise price per share greater than $ 3.01 that were held by then current employees and certain non-employee service providers under the 2021 Plan (the “Eligible Options”), including E.B. Brakewood, the Company’s Chief Business Officer, and Michael Bookman, the Company's Chief Legal Officer. Options held by Benjamin Zeskind, Ph.D., the Company’s President and Chief Executive Officer, Brett Hall, Ph.D., the Company's Chief Scientific Officer and the non-employee members of the Board were not eligible for the repricing. As a result of the option repricing, as of the Effective Date, the exercise price of all Eligible Options was reduced to $ 3.01 per share, which represented approximately two times the closing trading price of the Company’s Class A common stock on the Nasdaq Global Market on the Effective Date; however, the exercise price for repriced options would revert to the original exercise price for any exercise occurring prior to June 30, 2025 (the "Retention Period"), unless there was a change of control of the Company or the option holder’s employment has been terminated (i) by the Company without cause or (ii) by reason of death or disability. The repriced options otherwise remain subject to their existing terms and conditions as set forth in the 2021 Plan and applicable award agreements. As of the Effective Date, outstanding options to purchase 2,986,354 shares were deemed Eligible Options and were repriced such that the exercise price per share for such outstanding options was reduced to $ 3.01 per share. There were no changes to the number of shares, the vesting schedule or the expiration date of the Eligible Options. The effect of the option repricing resulted in a total incremental non-cash stock-based compensation expense of $ 0.6 million, which was calculated using the Black-Scholes option-pricing model, of which $ 0.2 million of the incremental non-cash stock-based compensation expense is associated with vested repriced options and will be recognized on a straight-line basis through the 13-month Retention Period. The remaining $ 0.4 million of the incremental non-cash stock-based compensation expense is associated with unvested repriced options and will be recognized as follows: (a) if the Retention Period is greater than the remaining original vesting period of the repriced option, the incremental cost will be amortized on a straight-line basis through the Retention Period end date or (b) if the Retention Period is less than the remaining original vesting term of the repriced option, the incremental cost will be amortized on a straight-line basis over the remaining original vesting period. During the twelve months ended December 31, 2025 and December 31, 2024, the Company recognized incremental stock-based compensation expense $ 0.2 million and $ 0.2 million, respectively, associated with the option repricing which is included in general and administrative and research and development expense in the consolidated statement of operations and comprehensive loss. During the years ended December 31, 2025 and December 31, 2024, the Company recognized stock-based compensation expense of $ 6.3 million and $ 6.5 million, respectively. As of December 31, 2025, compensation expense remaining to be recognized for outstanding stock options was $ 6.4 million and to be recognized over a weighted-average period of 2.31 years. 142 Table of Contents On March 20, 2025, the Company’s Board of Directors adopted the Immuneering Corporation 2025 Employment Inducement Award Plan (the "Inducement Award Plan"), without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market LLC listing rules. The Inducement Award Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the Inducement Award Plan was initially equal to 500,000 shares. Shares issued under the Inducement Award Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. If an award under the Inducement Award Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the Inducement Award Plan. As of December 31, 2025, there were 382,000 shares available for future issuance under the Inducement Award Plan. The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model. Prior to the Company's IPO on August 3, 2021, t he Company was a private company and thus lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded stock price. For the year ended December 31, 2025, the Company granted 2,374,294 shares of stock options at a weighted-average grant date fair value of $ 2.01 . For the year ended December 31, 2024, the Company granted 1,555,445 shares at a weighted-average grant date fair value of $ 3.67 . The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the year ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Weighted-average risk-free interest rate 3.76 % - 4.55 % 3.93 % - 4.82 % Expected term (in years) 5.51 - 10.00 5.00 - 10.00 Expected dividend yield 0 % 0 % Expected volatility 65.86 % - 69.48 % 66.08 % - 69.85 % The following table summarizes the stock option activity during the year ended December 31, 2025: Number of Options Weighted- Average Exercise Price per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Outstanding as of December 31, 2024 6,382,149 $ 4.40 Granted 2,374,294 2.01 Exercised ( 136,060 ) 2.71 Cancelled ( 369,425 ) 2.90 Outstanding as December 31, 2025 8,250,958 $ 3.83 7.05 $ 26,144,586 Vested and exercisable at December 31, 2025 5,326,522 $ 4.42 6.32 $ 14,889,780 143 Table of Contents For the years ended December 31, 2025 and 2024, the Company recognized share-based compensation expense on the accompanying consolidated statements of operations as follows: Year Ended December 31, 2025 2024 Research and development $ 2,800,891 $ 2,754,981 General and administrative 3,510,244 3,746,385 Total $ 6,311,135 $ 6,501,366 Note 10 – Income Taxes The Company's effective tax rate for the periods ended December 31, 2025 and 2024 were 0 % and 0 %, respectively. For the each of the periods ended December 31, 2025 and December 31, 2024, the primary drivers of the variance from the statutory rate were state taxes, research and development tax credits, and valuation allowance. The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09: 2025 Amount Rate Statutory federal income tax rate $ ( 11,765,229 ) 21.0 % State tax, net of federal benefit ( 1,482,617 ) 2.6 % Permanent differences 195,882 ( 0.3 ) % Federal research and development credits ( 2,281,572 ) 4.1 % Uncertain tax positions 228,157 ( 0.4 ) % Other differences 721,665 ( 1.3 ) % Change in valuation allowance 14,383,714 ( 25.7 ) % Effective income tax rate $ — — % The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09: 2024 Statutory federal income tax rate 21.0 % State tax, net of federal benefit 1.9 % Permanent differences ( 0.9 ) % Federal research and development credits 6.4 % Uncertain tax positions ( 0.6 ) % Other differences ( 2.0 ) % Change in valuation allowance ( 25.8 ) % Effective income tax rate — % 144 Table of Contents As of December 31, 2025 and 2024, the components and tax effects of each type of item that gave rise to the net deferred tax assets were as follows: 2025 2024 Deferred tax assets: Stock-based compensation expense $ 2,341,582 $ 855,125 Research expenses 17,055,222 22,286,355 Accrued Bonus 716,509 668,229 R&D credit carryforward 13,443,643 10,228,771 NOL carryforward 40,134,991 25,300,681 Gross deferred tax assets 73,691,947 59,339,161 Valuation allowance ( 73,378,421 ) ( 58,994,707 ) Net deferred tax assets 313,526 344,454 Net deferred tax liabilities: Prepaid expenses deducted for tax ( 118,097 ) ( 139,736 ) Right-of-use ( 109,888 ) ( 108,976 ) Tax depreciation in excess of book ( 67,745 ) ( 95,742 ) Unrealized Gain/Loss ( 17,796 ) — Total deferred tax liabilities ( 313,526 ) ( 344,454 ) Net deferred taxes $ — $ — Federal net op erating losses (“NOL”) generated in tax years ended after December 31, 2017 are limited to 80% of taxable income, only carried forward and carried forward indefinitely under the Internal Revenue Code of 1986, as amended (the “IRC”). There was no income tax expense or benefit in 2025. The Company has provided a valuation allowance for the full amount of the net deferred tax assets as, based on all available evidence, it is considered more likely than not that all the recorded deferred tax assets will not be realized in a future period. For th e period ended December 31, 2025, the Company's federal, state post-apportioned, and foreign net operating loss carryforwards are approximately $ 174.8 million , $ 56.7 million , and $ 0 , respectively. Of the federal amount, $ 174.8 million is expected to have an indefinite carryforward period. Of the state post-apportioned amount, $ 56.7 million is expected to have a limited carryforward period that will begin to expire in 2038 For the period ended December 31, 2025, the Company's federal, state, and foreign tax credit carryforwards are approximately $ 12.0 million , $ 3.7 million , and $ 0 , respectively. All tax credits are expected to have a limited carryforward period that will begin to expire in 2038. In accordance with Section 382 and Section 383 of the IRC, utilization of the NOL and tax credit carryforwards may be subject to limitations based on prior or future ownership changes. Additionally, after weighing all available positive and negative evidence for the period ended December 31, 2025, the Company has recorded a valuation allowance of approximately $ 73.4 million . As the Company has not yet achieved profitable operations, management believes the tax benefits as of December 31, 2025 did not satisfy the realization criteria set forth in ASC Topic 740, Income Taxes and, therefore, has recorded a full valuation allowance for the entire deferred tax asset. The valuation allowance increased in 2025 by $ 14.4 million due to the increase in the deferred tax assets by approximately the same amount, primarily due to NOL and research and development expenses. 145 Table of Contents Utilization of the U.S. net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the IRC, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company is subject to income tax in multiple jurisdictions, including federal, state, and city jurisdictions. The Company has federal, state, and city income tax returns that are open to examination from 2023, 2024, and 2025 forward, respectively. In addition, the utilization of tax carryforwards from periods prior to those previously mentioned may also be audited by taxing authorities once utilized. As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded. The analysis involves considerable judgment and is based on the information available to the Company. As of December 31, 2025 and December 31, 2024, the Company had uncertain tax positions of $ 1.5 million and $ 1.1 million, respectively. The Company has classified the unrecognized tax benefits as reductions of its tax carryforwards. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2025 and 2024. As of December 31, 2025 and December 31, 2024, unrecognized tax benefits were as follows: 2025 2024 Beginning balance $ 1,136,528 $ 699,527 Increase due to current year tax position 357,208 437,001 Ending balance $ 1,493,736 $ 1,136,528 The Company has not accrued any interest expense or penalties related to the unrecognized tax benefits for the periods ended December 31, 2025 and 2024. The Company calculated interest and penalties to be immaterial since no NOLs or federal tax credits have been utilized. The Company files tax returns in the United States including without limitation in: California, New York, Florida, New Jersey and Massachusetts. All tax years from 2018 to 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (“IRS”) or other authorities if they have or will be used in a future period. The Company is not to its knowledge currently under examination by the IRS or in any other jurisdictions for any tax years. The Company made no income tax payments and received no income tax refunds during the year ended December 31, 2025. All payments made to taxing authorities were for non-income based tax liabilities and were outside the scope of ASC 740. Note 11 – Commitments and Contingencies Operating Leases The Company leases 38,613 square feet of office and laboratory space in San Diego, California, under a lease that terminates on April 30, 2032. As of December 31, 2025, the right-of-use asset balance associated with this lease was $ 3,322,249 . 146 Table of Contents The Company currently also leases office space in Cambridge, Massachusetts and New York, New York, pursuant to short-term arrangements. In September 2025, the Company executed a one year lease for its existing office space in Cambridge with a term that commenced on December 1, 2025 and ends on November 30, 2026. The New York lease was most recently renewed on October 1, 2025 to extend the lease term through September 30, 2026. These lease agreements include or included payments for lease and non-lease components. The Company has elected to not separate such components and these payments were recognized as rent expense. As of December 31, 2025, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts and New York, New York were $ 140,136 due in 2026. Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at December 31, 2025 were as follows: Amount 2026 $ 761,877 2027 784,737 2028 808,278 2029 832,527 2030 857,496 Thereafter 1,184,208 Total future lease payments 5,229,123 Less: Imputed interest ( 1,404,698 ) Total lease liabilities $ 3,824,425 Current portion lease liabilities 397,104 Lease liabilities, noncurrent 3,427,321 Total lease liabilities $ 3,824,425 Quantitative information regarding the Company’s leases for the year ended December 31, 2025 and 2024 is as follows: December 31, 2025 December 31, 2024 Lease costs: Operating lease cost $ 746,360 $ 760,822 Short-term lease cost 146,422 145,070 Sublease income — ( 19,200 ) Total lease costs $ 892,782 $ 886,692 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 739,689 $ 732,546 Operating cash flows from short-term leases 146,422 145,070 $ 886,111 $ 877,616 Weighted-average remaining lease term - operating leases 6.33 years 7.33 years Weighted-average discount rate - operating leases 10.0 % 10.0 % As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. 147 Table of Contents Litigation From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities and may be exposed to litigation in connection with its product candidates and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. When it is probable that future expenditures will be made and can be reasonably estimated, the Company will accrue a liability for such matters. Significant judgment is required to determine both probability and estimated amount. The Company is not aware of any material legal matters. Clinical Research Contracts The Company may enter into contracts in the normal course of business with contract research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies and other services for the Company's operating purposes. These contracts generally provide for termination with a 30-day notice. Note 12 - Segments An operating segment is identified as a component of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker ("CODM") in making decisions, including regarding resource allocation and assessing performance. The Company’s Chief Executive Officer is its CODM. The Company's CODM uses consolidated single-segment ( one ) financial information for purposes of: allocating resources, evaluating performance, making operating decisions, setting incentive targets, and planning and forecasting for future periods. The Company's CODM makes such decisions based on consolidated net loss. This measure is used to monitor budget versus actual results to evaluate the performance of the segment. Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how to deploy these resources across functions and operations (including research and development) that align with the Company’s strategic goals. All of the Company’s long-lived assets are held in the United States. The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company’s single reporting segment. Year Ended December 31, 2025 2024 Program expenses (1) Atebimetinib (IMM-1-104) $ 17,639,073 $ 18,099,437 Envometinib (IMM-6-415) 2,203,828 6,521,249 Other programs 5,847,842 6,031,280 Non-program expenses (2) 6,133,986 5,397,079 Employee-related costs 20,913,494 21,165,183 Stock-based compensation expense 6,311,135 6,501,366 Depreciation/amortization 324,517 355,807 Other segment items (3) ( 3,348,977 ) ( 3,034,793 ) Net loss $ 56,024,898 $ 61,036,608 (1) Includes direct research and development expenses. (2) Includes general and administrative expenses, in addition to facilities and other research and development expenses. (3) Includes interest income and other (income) expense. 148 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.