What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-12 · 162 added, 68 removed, 392 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

Current assets:

Cash and cash equivalents

Marketable securities

Prepaid expenses and other current assets

15 unchanged sentences

no shares authorized,

issued and outstanding as of June 30, 2025;

issued and outstanding as of September 30, 2025;

298,205,027 shares authorized

4 unchanged sentences

10,000,000 and no shares authorized as

of June 30, 2025 and December 31, 2024, respectively;

of September 30, 2025 and December 31, 2024, respectively;

no shares issued

and outstanding as of June 30, 2025 and December 31, 2024

and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

500,000,000 and 410,000,000 shares authorized as

of June 30, 2025 and December 31, 2024, respectively;

of September 30, 2025 and December 31, 2024, respectively;

48,076,885 and

shares issued and outstanding as of June 30, 2025 and December 31, 2024,

respectively;

10,372 shares subject to repurchase as of June 30, 2025 and

December 31, 2024

2,446,864 shares issued and outstanding as of September 30, 2025 and

December 31, 2024, respectively;

10,372 shares subject to repurchase as of

September 30, 2025 and December 31, 2024

Additional paid-in-capital

Accumulated other comprehensive income

Accumulated deficit

5 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

License revenue

6 unchanged sentences

Change in fair value of convertible promissory notes

(Loss) income before income tax expense

Income tax expense

Net (loss) income and comprehensive (loss) income

(Loss) income before income tax benefit (expense)

Income tax benefit (expense)

Net (loss) income

Allocation of undistributed earnings to participating securities (see Note 13)

3 unchanged sentences

Weighted-average shares of common stock outstanding used to compute net (loss) income per share attributable to common stockholders (see Note 13):

Comprehensive income:

Net (loss) income

Other comprehensive income:

Net unrealized gain on marketable securities

Comprehensive (loss) income

See accompanying notes to these financial statements.

4 unchanged sentences

preferred stock

other comprehensive

stockholders’

14 unchanged sentences

Balance as of June 30, 2024

Exercise of stock options

Issuance of restricted stock

Repurchase of early exercised stock options

Vesting of restricted stock and early exercised

stock options

Stock-based compensation expense

Net income and comprehensive income

Balance as of September 30, 2024

Redeemable convertible

preferred stock

other comprehensive

stockholders’

13 unchanged sentences

Balance as of June 30, 2025

Issuance of common stock and pre-funded warrants to purchase common stock in connection with private placement, net of issuance costs of $ 8,657

Exercise of stock options

Stock-based compensation expense

Net unrealized gain on marketable securities

Balance as of September 30, 2025

See accompanying notes to these financial statements.

2 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

3 unchanged sentences

Non-cash lease expense

Accretion of discounts on marketable securities

Change in fair value of convertible promissory notes

7 unchanged sentences

Investing activities

Purchases of marketable securities

Purchases of property and equipment

2 unchanged sentences

Proceeds from initial public offering, net of offering costs paid

Proceeds from private placement, net of offering costs paid

Proceeds from exercise of stock option awards, net of repurchases

10 unchanged sentences

Vesting of restricted stock and stock options subject to repurchase

Deferred offering costs recorded in accounts payable and accrued expenses

Offering costs recorded in accounts payable and accrued expenses

Reconciliation to cash, cash equivalents and restricted cash:

2 unchanged sentences

Total cash, cash equivalents and restricted cash

Supplemental disclosure of cash flow information:

Income taxes paid

See accompanying notes to these financial statements.

3 unchanged sentences

Description of business

Maze Therapeutics, Inc., or the Company, is a clinical stage biopharmaceutical company harnessing the power of human genetics and variant functionalization with its Maze Compass platform to develop small molecule precision medicines for the treatment of kidney and metabolic diseases, including obesity.

Maze Therapeutics, Inc., or the Company, is a clinical-stage biopharmaceutical company harnessing the power of human genetics and variant functionalization with its Maze Compass platform to develop novel, small molecule precision medicines for patients living with kidney and metabolic diseases, including obesity.

The Company was incorporated in Delaware in August 2017 and is located in South San Francisco, California.

13 unchanged sentences

The amended and restated certificate of incorporation eliminated all references to the previously existing series of convertible preferred stock.

Private placement

On September 10, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company issued and sold in a private placement, or the Private Placement, an aggregate of 4,000,002 shares of its common stock at a purchase price of $ 16.25 per share and pre-funded warrants to purchase up to an aggregate of 5,231,090 shares of its common stock at a purchase price of $ 16.249 per pre-funded warrant, or the Pre-Funded Warrants, resulting in net proceeds of approximately $ 141.3 million, after deducting placement fees and other offering expenses payable by the Company of approximately $ 8.7 million.

Each Pre-Funded Warrant has an exercise price of $ 0.001 per share, is immediately exercisable and does not expire.

As of September 30, 2025 , no ne of the Pre-Funded Warrants have been exercised.

Liquidity and capital resources

The Company has incurred significant losses and negative cash flows from operations since its inception, except for the net income and cash provided by operations during the year ended December 31, 2024, and expects to incur significant and increasing losses as a result of its continued research and development activities.

As of June 30, 2025, the Company had an accumulated deficit of $ 424.9 million .

As of September 30, 2025, the Company had an accumulated deficit of $ 455.0 million .

Historically, the Company has financed its operations primarily through issuances of its equity, issuances of convertible promissory notes and license agreements.

1 unchanged sentence

There can be no assurance that such financing will be available or will be at terms acceptable to the Company.

As of June 30, 2025, the Company had cash and cash equivalents of $ 264.5 million .

The Company believes that its cash and cash equivalents as of June 30, 2025 will be sufficient to fund the Company’s operations for at least one year from the issuance date of these unaudited condensed financial statements.

As of September 30, 2025, the Company had cash, cash equivalents and marketable securities of $ 383.9 million .

The Company believes that its cash, cash equivalents and marketable securities as of September 30, 2025 will be sufficient to fund the Company’s operations for at least one year from the issuance date of these unaudited condensed financial statements.

Summary of significant accounting policies

8 unchanged sentences

These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

During the six months ended June 30, 2025, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited financial statements as of and for the year ended December 31, 2024 , as included in the 2024 10-K.

During the nine months ended September 30, 2025, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited financial statements as of and for the year ended December 31, 2024 , as included in the 2024 10-K.

Use of estimates

10 unchanged sentences

The measure of segment assets is reported on the condensed balance sheets as total assets.

As of June 30, 2025 and December 31, 2024 , all of the Company’s property and equipment was maintained in the United States.

No revenue was generated during the three and six months ended June 30, 2025 .

The Company generated revenue of $ 165.0 million during the three and six months ended June 30, 2024 .

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

As of September 30, 2025 and December 31, 2024 , all of the Company’s property and equipment was maintained in the United States.

No revenue was generated during the three and nine months ended September 30, 2025 .

The Company generated revenue of $ 2.5 million and $ 167.5 million during the three and nine months ended September 30, 2024 , respectively.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

License revenue

22 unchanged sentences

The Company considers all highly liquid financial instruments with original maturities of 90 days or less at the date of purchase to be cash equivalents.

As of June 30, 2025 and December 31, 2024, cash equivalents consisted of money market funds.

Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements.

Restricted cash as of June 30, 2025 and December 31, 2024 included $ 1.1 million as collateral for a letter of credit related to the Company’s headquarters building lease in South San Francisco, California.

Restricted cash as of September 30, 2025 and December 31, 2024 included $ 1.1 million as collateral for a letter of credit related to the Company’s headquarters building lease in South San Francisco, California.

Restricted cash is classified as a noncurrent asset on the balance sheet.

As of June 30, 2025 and December 31, 2024 , restricted cash consisted of money market funds.

As of September 30, 2025 and December 31, 2024 , restricted cash consisted of money market funds.

Marketable securities

The Company generally invests its excess cash in money market funds and investment grade short- to intermediate-term fixed income securities.

Such investments are included in cash and cash equivalents, short-term marketable securities or long-term marketable securities on the condensed balance sheets, are considered available-for-sale, and are reported at fair value with net unrealized gains and losses included as a component of stockholders’ equity.

The Company classifies investments in securities with original maturities over 90 days and remaining maturities of less than one year as short-term investments and investments in securities with remaining maturities of over one year as long-term investments.

The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest and other income, net in the condensed statements of operations and comprehensive (loss) income.

Realized gains and losses and declines in value determined to be due to credit losses on marketable securities, if any, are included in interest and other income, net.

The Company periodically evaluates the need for an allowance for credit losses.

This evaluation includes consideration of several qualitative and quantitative factors, including whether it has plans to sell the security, whether it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis, whether it has the ability and intent to hold the security to maturity and the portion of any unrealized loss that is the result of a credit loss.

Factors considered in making these evaluations include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, expected cash flows from securities, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value and the Company's strategy and intentions for holding the marketable security.

The Company excludes the applicable accrued interest from both the fair value and amortized cost basis of marketable securities for purposes of identifying and measuring an impairment.

Accrued interest receivable on marketable securities is recorded within prepaid expenses and other current assets on the condensed balance sheets.

The Company’s accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which is considered to be in the period in which it is determined the accrued interest will not be collected.

Deferred offering costs

2 unchanged sentences

If the in-process financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the condensed statements of operations and comprehensive (loss) income.

As of December 31, 2024 , approximately $ 4.3 million of deferred offering costs related to the Company’s initial public offering were recorded within other assets in the accompanying condensed balance sheets and upon completion of the Company’s initial public offering in February 2025, the deferred offering costs were recorded as a reduction to the additional paid-in capital within stockholders’ equity (deficit) recorded in the accompanying condensed balance sheets as of June 30, 2025 .

Revenue recognition

28 unchanged sentences

The impact of interest expense on the convertible promissory notes is included within the changes in fair value.

The Company recorded a net gain of $ 0.2 million and a net loss of $ 4.5 million in the condensed statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2024 , respectively, reflecting the change in the fair value of the convertible promissory notes.

The Company recorded a loss of $ 2.6 million and $ 7.2 million in the condensed statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2024 , respectively, reflecting the change in the fair value of the convertible promissory notes.

In connection with the private placement of Series D convertible preferred stock the Company completed in November 2024, which was a qualified preferred stock financing pursuant to the terms of the convertible promissory notes, the outstanding convertible promissory notes automatically converted into shares of Series D-1 convertible preferred stock, and no convertible promissory notes were outstanding as of December 31, 2024.

Accordingly, no change in fair value of convertible promissory notes was recorded in the condensed statements of operations and comprehensive (loss) income for the three and six months ended June 30, 2025 .

Accordingly, no change in fair value of convertible promissory notes was recorded in the condensed statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2025 .

Redeemable convertible preferred stock

7 unchanged sentences

Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period less common shares subject to vesting or forfeiture, without consideration for potentially dilutive securities.

In September 2025, the Company completed the Private Placement, pursuant to which the Company issued the Pre-Funded Warrants to purchase 5,231,090 shares of its common stock.

The Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share and do not expire.

As of September 30, 2025, none of the Pre-Funded Warrants have been exercised.

The Company included the Pre-Funded Warrants in the computation of basic net loss per share, as applicable, since their exercise price is negligible and they may be exercised at any time.

See Note 6, Capital structure for further discussion of the Private Placement.

Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares and the number of common shares that would be issued assuming exercise and conversion of all potentially dilutive instruments.

1 unchanged sentence

Distributed and undistributed earnings are allocated to participating securities based on their participation rights and are subtracted from net income in determining net income attributable to common stockholders for basic and diluted net income per share, only in periods of net income.

Because the Company reported a net loss for the three and six months ended June 30, 2025 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for the periods presented.

Because the Company reported a net loss for the three and nine months ended September 30, 2025 , and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for the periods presented.

New accounting pronouncements—Not yet adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which will require incremental income tax disclosures on an annual basis for all public entities.

In December 2023, Financial Accounting Standards Board, or the FASB, issued ASU 2023-09, Improvements to Income Tax Disclosures , which will require incremental income tax disclosures on an annual basis for all public entities.

The amendments require that public business entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items meeting a quantitative threshold.

8 unchanged sentences

The following tables summarize the types of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy.

See Note 9, Loan and security agreement, for the Company’s methodology of measuring the fair value of the credit line success fee derivative.

See Note 10, Loan and security agreement, for the Company’s methodology for measuring the fair value of the credit line success fee derivative.

Fair value measurements

(in thousands)

As of June 30, 2025

As of September 30, 2025

Cash equivalents:

Money market funds

treasury securities

government agency securities

Marketable securities:

treasury securities

government agency securities

Restricted cash

2 unchanged sentences

Cash equivalents:

Money market funds

Restricted cash

2 unchanged sentences

Total liabilities measured at fair value

There were no transfers between Level 1, 2, or 3 during the three and six months ended June 30, 2025 and 2024 .

There were no transfers between Level 1, 2, or 3 during the three and nine months ended September 30, 2025 and 2024 .

Cash equivalents and marketable securities

All marketable securities were considered available-for-sale as of September 30, 2025 .

The Company did no t hold any investments in marketable securities as of December 31, 2024.

On a recurring basis, the Company records its marketable securities at fair value using Level 1 or Level 2 inputs as discussed in Note 3, Fair value measurements.

The amortized cost, gross unrealized holding gains, and fair value of the Company’s cash equivalents and marketable securities by major security type as of September 30, 2025 are summarized in the table below:

September 30, 2025

(in thousands)

Amortized Cost

Unrealized Gains

Unrealized Losses

Aggregate Estimated Fair Value

treasury securities

government agency securities

Interest receivable as of September 30, 2025 and December 31, 2024 was $ 0.7 million and zero , respectively, and is recorded as a component of prepaid expenses and other current assets on the Company’s condensed balance sheets.

As of September 30, 2025 , none of the Company's marketable securities were in an unrealized loss position.

The Company has no t recognized an allowance for credit losses as of September 30, 2025.

As of September 30, 2025 , all of the Company’s

marketable securities have a remaining contractual maturity of less than one year .

Balance sheet components

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

As of June 30,

As of September 30,

As of December 31,

6 unchanged sentences

Capital structure

In February 2025, the Company completed its initial public offering, pursuant to which it issued and sold an aggregate of 8,750,000 shares of its common stock at an initial public offering price of $ 16.00 per share, resulting in net proceeds of approximately $ 127.8 million, after deducting underwriting discounts, commissions and other offering expenses paid by the Company in 2025.

In connection with the completion of the initial public offering, the Company’s certificate of incorporation was amended and restated to (i) authorize 500,000,000 shares of common stock, par value $ 0.001 per share and (ii) authorize 10,000,000 shares of undesignated preferred stock, par value $ 0.001 per share, each of which may be issued from time to time by the Company’s board of directors in one or more series.

The amended and restated certificate of incorporation eliminated all references to the previously existing series of convertible preferred stock.

Common stockholders are entitled to dividends if and when declared by the board of directors of the Company, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends.

The holder of each share of common stock is entitled to one vote.

As of June 30, 2025 and December 31, 2024 , no dividends were declared.

As of September 30, 2025 and December 31, 2024 , no dividends were declared.

Common stock reserved for future issuance, on an as-converted basis, consisted of the following:

As of June 30,

As of September 30,

As of December 31,

6 unchanged sentences

Stock options, issued and outstanding

Pre-funded warrants, issued and outstanding

Restricted stock units, issued and outstanding

Shares reserved under 2025 Employee Stock Purchase Plan

Initial public offering

The amended and restated certificate of incorporation eliminated all references to the previously existing series of convertible preferred stock.

Private placement

In September 2025, the Company completed the Private Placement, pursuant to which the Company issued and sold an aggregate of 4,000,002 shares of its common stock at a purchase price of $ 16.25 per share and the Pre-Funded Warrants to purchase up to an aggregate of 5,231,090 shares of its common stock at a purchase price of $ 16.249 per pre-funded warrant, resulting in net proceeds of approximately $ 141.3 million, after deducting placement fees and other offering expenses payable by the Company of approximately $ 8.7 million.

The Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share each and do not expire.

The Pre-Funded Warrants provide that each holder of the Pre-Funded Warrants does not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99 % or 9.99 %, at the holder’s election, of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise.

As of September 30, 2025 , no ne of the Pre-Funded Warrants have been exercised.

Upon the issuance of the Pre-Funded Warrants, the Company evaluated the warrant terms to determine the appropriate accounting and classification pursuant to Accounting Standards Codification 480, Distinguishing Liabilities from Equity , and Accounting Standards Codification 815, Derivatives and Hedging .

Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock.

The terms of the Pre-Funded Warrants include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions.

Based on its evaluation, the Company concluded the Pre-Funded Warrants should be classified as equity with no subsequent remeasurement as long as such warrant continue to be classified as equity.

Redeemable convertible preferred stock

Immediately prior to the closing of the initial public offering in February 2025, the Company’s outstanding redeemable convertible preferred stock automatically converted into 32,586,823 shares of common stock.

No shares of convertible preferred stock were authorized, issued and outstanding at June 30, 2025 .

No shares of convertible preferred stock were authorized, issued and outstanding at September 30, 2025 .

Equity incentive plan and stock-based compensation expense

5 unchanged sentences

Any outstanding awards granted under the 2019 Plan will remain subject to the terms of the 2019 Plan and applicable award agreements.

As of June 30, 2025 , there were an aggregated 5,347,639 options outstanding under the 2019 Plan and 2025 Plan.

As of September 30, 2025 , there were an aggregated 5,749,020 options outstanding under the 2019 Plan and 2025 Plan and 594,825 unvested restricted stock units, or RSUs, outstanding under the 2025 Plan.

2025 Employee Stock Purchase Plan

1 unchanged sentence

The number of shares initially available for issuance pursuant to the 2025 ESPP was 450,000 shares.

During the three and six months ended June 30, 2025 , 53,716 shares were issued under the 2025 ESPP.

During the nine months ended September 30, 2025 , 53,716 shares were issued under the 2025 ESPP.

Stock-based compensation expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations and comprehensive (loss) income during the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

3 unchanged sentences

Total stock-based compensation expense

As of June 30, 2025 , there was $ 24.8 million of total unrecognized compensation cost related to unvested options and restricted stock awards for which the cost is expected to be recognized over a weighted-average period of 2.80 years.

As of June 30, 2025 , there was $ 1.6 million unrecognized share-based compensation cost related to the 2025 ESPP, which is expected to be recognized over a weighted-average period of 1.35 years.

As of September 30, 2025 , there was $ 30.6 million of total unrecognized compensation cost related to unvested options for which the cost is expected to be recognized over a weighted-average period of 2.72 years.

As of September 30, 2025 , there was $ 1.7 million unrecognized share-based compensation cost related to the 2025 ESPP, which is expected to be recognized over a weighted-average period of 1.19 years.

Restricted stock units

In September 2025, the Company issued 594,825 RSUs under the 2025 Plan at a grant date fair value of $ 23.67 per share.

These RSUs vest in equal annual installments over two years, subject to the holder's continued employment with, or services to, the Company on each vesting date.

Each RSU represents the right to receive one share of the Company’s common stock when and if the applicable vesting conditions are satisfied.

Total stock-based compensation expense related to RSUs recognized during the three and nine months ended September 30, 2025 was $ 0.2 million and is included in the stock-based compensation expense table above.

As of September 30, 2025, there was $ 13.9 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 1.92 years.

License agreements

6 unchanged sentences

The Company determined that there is one performance obligation relating to the license to the UNC13A discovery program, including the underlying know-how and certain related materials, and that the transaction price consisted of the $ 15.0 million non-refundable upfront cash payment.

The potential future development and regulatory milestones represent variable consideration and were constrained, as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore not included in the transaction price as of June 30, 2025 .

Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license.

7 unchanged sentences

The Company determined that there is one performance obligation relating to the license to the MZE001 program, including the underlying know-how and certain related materials, and that the transaction price consisted of the $ 150.0 million non-refundable upfront cash payment.

The potential clinical and regulatory milestones represent variable consideration and were constrained as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore not included in the transaction price as of June 30, 2025 .

Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license.

7 unchanged sentences

The Company determined that there is one performance obligation relating to the license to the ATXN2 discovery program, including the underlying know-how and certain related materials, and that the transaction price consisted of the $ 2.5 million upfront cash payment.

The potential research and development milestones represent variable consideration and were constrained as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore not included in the transaction price as of June 30, 2025 .

Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license.

5 unchanged sentences

Significant judgment is required to determine both probability and the estimated amount.

No contingent liabilities have been recorded as of June 30, 2025 and December 31, 2024.

No contingent liabilities have been recorded as of September 30, 2025 and December 31, 2024.

Indemnification

4 unchanged sentences

The revolving line of credit is secured by substantially all of the Company’s assets, except for its intellectual property.

The Company has not elected to draw down any funds from this debt facility as of June 30, 2025 .

The Company has not elected to draw down any funds from this debt facility as of September 30, 2025 .

Advances under the revolving line may be prepaid and reborrowed by the Company without penalty.

7 unchanged sentences

In February 2025, the Company paid a success fee of $ 0.5 million pursuant to the terms of the loan and security agreement, upon the completion of the Company’s initial public offering.

No change in fair value of the derivative was recorded for the three and six months ended June 30, 2025 .

The change in fair value of the derivative of approximately $ 0.1 million for the three and six months ended June 30, 2024 was recorded in interest and other income, net in the condensed statements of operations and comprehensive (loss) income.

No change in fair value of the derivative was recorded for the three and nine months ended September 30, 2025 .

The change in fair value of the derivative of approximately $ 0.2 million and $ 0.3 million for the three and nine months ended September 30, 2024 , respectively, was recorded in interest and other income, net in the condensed statements of operations and comprehensive (loss) income.

Total issuance costs and the debt discount arising from the success fee amounted to $ 0.3 million and were recorded in other assets, which are amortized as interest expense over the commitment period.

The debt discount was fully amortized as of June 30, 2025 .

The debt discount was fully amortized as of September 30, 2025 .

Related party transactions

The Company has paid fees to its founders and certain board members in exchange for consulting services.

During the three and six months ended June 30, 2025 and 2024 , the Company recorded an immaterial amount of such fees in each of research and development expenses and general and administrative expenses in the condensed statements of operations and comprehensive (loss) income.

During the three and nine months ended September 30, 2025 and 2024 , the Company recorded an immaterial amount of such fees in each of research and development expenses and general and administrative expenses in the condensed statements of operations and comprehensive (loss) income.

The Company’s provision for income taxes is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any.

For the three and six months ended June 30, 2024 , the Company recorded an income tax provision of $ 1.7 million.

No income tax provision was recorded for the three and six months ended June 30, 2025.

The decrease in income tax expense for the three and six months ended June 30, 2025 as compared to the same periods in 2024 was primarily driven by the recognition of revenue from the Company’s license agreements as discussed in Note 7 on License agreements, resulting in taxable income to the Company.

Based on available objective evidence as of June 30, 2025 and December 31, 2024 , the Company believes it is more likely than not that its net deferred tax assets may not be realized.

For the three and nine months ended September 30, 2024 , the Company recorded an income tax benefit of $ 0.3 million and an income tax provision of $ 1.4 million, respectively.

No income tax provision was recorded for the three and nine months ended September 30, 2025.

The amount recognized in the comparative periods in 2024 was due to the net income generated during the periods as a result of the recognition of license revenue under the Company’s license agreements as discussed in Note 8, License agreements, resulting in taxable income to the Company.

Based on available objective evidence as of September 30, 2025 and December 31, 2024, the Company believes it is more likely than not that its net deferred tax assets may not be realized.

The primary difference between the effective tax rate and the statutory tax rate relates to the Company’s change in valuation allowance against deferred taxes.

The One Big Beautiful Bill Act of 2025, or the OBBBA, was enacted in the United States in July 2025.

The OBBBA contains several changes to corporate taxation, including permanent repeal of the requirement to capitalize domestic research and experimental expenditures for federal income tax purposes for taxable years beginning after December 31, 2024.

The OBBBA does not materially impact the Company's effective tax rate or cash flows in the current fiscal year.

Net (loss) income per share

The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except share and per share data):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Basic (loss) income per share:

17 unchanged sentences

The potential shares of common stock that were excluded from the computation of diluted net (loss) income per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Shares subject to outstanding stock options

Shares subject to outstanding restricted stock units

Unvested restricted stock subject to repurchase

Unvested exercised options subject to repurchase

Convertible promissory notes

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements