What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 131 added, 107 removed, 411 unchanged (37% of the section changed)

6 unchanged sentences

Marketable securities, current

Accounts receivable

Prepaid expenses and other current assets

18 unchanged sentences

10,000,000 shares authorized as

of March 31, 2026 and December 31, 2025;

of June 30, 2026 and December 31, 2025;

no shares issued and

outstanding as of March 31, 2026 and December 31, 2025

outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value;

500,000,000 shares authorized as of

March 31, 2026 and December 31, 2025;

June 30, 2026 and December 31, 2025;

55,504,574 and 49,335,551

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

shares issued and outstanding as of June 30, 2026 and December 31, 2025,

respectively;

10,372 shares subject to repurchase as of March 31, 2026

10,372 shares subject to repurchase as of June 30, 2026

and December 31, 2025

8 unchanged sentences

(in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

License revenue

8 unchanged sentences

Total other income, net

Net loss per share, basic and diluted (see Note 12):

Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted (see Note 12):

Net loss per share, basic and diluted:

Weighted-average shares of common stock outstanding used to

compute net loss per share, basic and diluted:

Comprehensive loss:

13 unchanged sentences

Balance as of December 31, 2024

Issuance of common stock in connection with initial public offering, net of issuance costs of $ 15,402

Conversion of redeemable convertible preferred stock to common stock upon initial public offering

Issuance of common stock in connection with initial public

offering, net of issuance costs of $ 15,402

Conversion of redeemable convertible preferred stock to

common stock upon initial public offering

( 297,205,041

2 unchanged sentences

Balance as of March 31, 2025

Issuance of common stock upon vesting of restricted stock

Issuance of common stock under the 2025 Employee Stock

Purchase Plan

Stock-based compensation expense

Balance as of June 30, 2025

Redeemable convertible

5 unchanged sentences

Exercise of stock options

Issuance of common stock upon vesting of restricted stock awards

Issuance of common stock upon vesting of restricted stock

Stock-based compensation expense

1 unchanged sentence

Balance as of March 31, 2026

Issuance of common stock and pre-funded warrants to

purchase common stock in connection with

underwritten registered offering, net of issuance costs

Exercise of stock options

Issuance of common stock under the 2025 Employee

Stock Purchase Plan

Stock-based compensation expense

Net unrealized loss on marketable securities

Balance as of June 30, 2026

See accompanying notes to these financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

3 unchanged sentences

Non-cash lease expense

Accretion of discounts on marketable securities, net

Amortization of premiums on marketable securities, net

Amortization of debt discount and debt issuance costs

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

8 unchanged sentences

Purchases of property and equipment

Net cash provided by (used) in investing activities

Net cash used in investing activities

Financing activities

Proceeds from underwritten registered offering, net

Payment of underwritten registered offering costs

Proceeds from debt issuance, net

1 unchanged sentence

Proceeds from exercise of stock option awards

Payment of deferred offering costs

Proceeds from issuance of common stock under the 2025 Employee Stock Purchase Plan

Payment of offering costs for private placement

Proceeds from initial public offering, net of offering costs paid

Proceeds from initial public offering, net

Payment of initial public offering costs

Payment of success fee derivative

3 unchanged sentences

Cash, cash equivalents and restricted cash at end of the period

Supplemental disclosure of non-cash investing and financing activities

Purchases of property and equipment recorded in accounts payable and accrued expenses

Debt issuance costs recorded in accounts payable and accrued expenses

Deferred offering costs recorded in accrued expenses

Reconciliation to cash, cash equivalents and restricted cash:

10 unchanged sentences

2026 Sale Agreement

In February 2026, the Company entered into an Open Market Sale Agreement with Jefferies LLC, serving as sales agent, with respect to an at-the-market offering program pursuant to which the Company may elect to issue and sell shares of its common stock having an aggregate offering price of up to $ 200.0 million, or the 2026 Sale Agreement, in such quantities and on such minimum price terms as the Company sets from time to time through the its sales agent.

The Company has agreed to pay its sales agent an aggregate commission equal to up to 3.0 % of the gross proceeds of the sales under the agreement.

8 unchanged sentences

The Company has incurred significant losses and negative cash flows from operations and expects to incur significant and increasing losses as a result of its continued research and development activities.

As of March 31, 2026, the Company had an accumulated deficit of $ 513.8 million .

As of June 30, 2026, the Company had an accumulated deficit of $ 558.5 million .

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

The Company may seek to raise capital through additional term loan tranches pursuant to the Hercules Term Loan Facility, equity financings, including pursuant to the 2026 Sale Agreement, license agreements, or other sources of financing.

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

As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of $ 362.9 million .

In April 2026, the Company completed an underwritten registered offering of its common stock and pre-funded warrants to purchase common stock for estimated net proceeds of approximately $ 144.7 million and received a $ 20.0 million payment from Shionogi & Co., Ltd., or Shionogi, in connection with a clinical development milestone achieved in March 2026.

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

As of June 30, 2026, the Company had cash, cash equivalents and marketable securities of $ 494.9 million .

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

See Note 13, Subsequent events, for further discussion of the underwritten registered offering and Shionogi milestone payment.

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.

There were no changes to the Company’s significant accounting policies during the three months ended March 31, 2026, as described in the Company’s audited financial statements as of and for the year ended December 31, 2025 included in the 2025 10-K.

There were no changes to the Company’s significant accounting policies during the six months ended June 30, 2026, as described in the Company’s audited financial statements as of and for the year ended December 31, 2025 included in the 2025 10-K.

Use of estimates

9 unchanged sentences

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

As of March 31, 2026 and December 31, 2025 , all of the Company’s property and equipment was maintained in the United States.

The Company generated license revenue of $ 20.0 million during the three months ended March 31, 2026 .

No revenue was generated during the three months ended March 31, 2025 .

The following table presents selected financial information with respect to the Company’s single operating segment for the three months ended March 31, 2026 and 2025 (amounts in thousands):

Three Months Ended March 31,

As of June 30, 2026 and December 31, 2025 , all of the Company’s property and equipment was maintained in the United States.

The Company generated no license revenue during the three months ended June 30, 2026 and license revenue of $ 20.0 million during the six months ended June 30, 2026.

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

Segment information for prior periods has been recast to conform to the current year segment information that is provided to the CODM.

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, 2026 and 2025 (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

License revenue

Research and development expenses

Personnel-related costs

Clinical trial expenses

Outside research and development services

Manufacturing expenses

Facilities, depreciation and other expenses

Direct external research and development expenses by program:

Discovery research and other programs

Internal research and development expenses:

Personnel-related

Facilities, lab supplies and other

Total research and development expenses

13 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 March 31, 2026 and December 31, 2025, cash equivalents consisted of money market funds.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025 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 June 30, 2026 and December 31, 2025 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 March 31, 2026 and December 31, 2025 , restricted cash consisted of money market funds.

As of June 30, 2026 and December 31, 2025 , restricted cash consisted of money market funds.

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.

As of March 31, 2026 , approximately $ 0.7 million of deferred offering costs related to the Company’s underwritten registered offering completed in April 2026 were recorded within other assets in the accompanying condensed balance sheets.

Debt issuance costs and debt discount

Debt issuance costs include legal fees, accounting fees, and other direct costs incurred in connection with the execution of the Company's debt financing.

Debt issuance costs include legal fees, accounting fees and other direct costs incurred in connection with the execution of the Company's debt financings.

Debt discount represents costs paid to the lenders.

1 unchanged sentence

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , or ASC 606.

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers , or ASC 606.

To determine the appropriate amount and timing of revenue to be recognized under this guidance, the Company performs the following steps:

30 unchanged sentences

In September 2025, the Company entered into a securities purchase agreement, or the Private Placement, pursuant to which the Company issued 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 2025 Pre-Funded Warrants.

The 2025 Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share and do not expire.

The Company included the 2025 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.

In April 2026, the Company completed an underwritten registered offering, or the Underwritten Registered Offering, pursuant to which the Company issued pre-funded warrants to purchase up to an aggregate of 850,000 shares of its common stock at a purchase price of $ 23.499 per pre-funded warrant, or the 2026 Pre-Funded Warrant s.

The 2025 Pre-Funded Warrants and 2026 Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share and do not expire.

The p re-funded warrants are considered outstanding upon issuance for the purposes of computing basic net loss per share because the shares are fully vested and exercisable for little consideration after their original issuance date.

See Note 6, Capital structure, for further discussion of the Private Placement and Underwritten Registered Offering.

Diluted net loss per share is computed by dividing net 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 months ended March 31, 2026 and 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 six months ended June 30, 2026 and 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.

Recently adopted accounting pronouncements

In July 2025, the Financial Accounting Standards Board, or FASB, issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

In July 2025, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts during the application of the current expected credit loss model for current accounts receivable and current contract assets arising from transactions under ASC 606.

6 unchanged sentences

The Company expects the adoption of this standard to result in increased disclosures in its financial statements.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

ASU 2025-11 improves clarity for interim financial reporting requirements under the existing guidance within ASC 270, Interim Reporting.

ASU 2025-11 is effective for public entities with annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.

Fair value measurements

2 unchanged sentences

(in thousands)

As of March 31, 2026

As of June 30, 2026

Cash equivalents

17 unchanged sentences

Total assets measured at fair value

There were no transfers between Level 1, 2, or 3 during the three months ended March 31, 2026 and 2025 .

There were no transfers between Level 1, 2, or 3 during the three and six months ended June 30, 2026 and 2025 .

Marketable securities

All marketable securities were considered available-for-sale as of March 31, 2026 and December 31, 2025 .

All marketable securities were considered available-for-sale as of June 30, 2026 and December 31, 2025 .

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, unrealized holding gains, unrealized holding losses and fair value of the Company’s marketable securities by major security type as of March 31, 2026 and December 31, 2025 are summarized in the table below:

As of March 31, 2026

The amortized cost, unrealized holding gains, unrealized holding losses and fair value of the Company’s marketable securities by major security type as of June 30, 2026 and December 31, 2025 are summarized in the table below:

As of June 30, 2026

(in thousands)

11 unchanged sentences

treasury securities

Corporate debt securities

Total long-term marketable securities

14 unchanged sentences

Total long-term marketable securities

Interest receivable as of March 31, 2026 and December 31, 2025 was $ 1.8 million and $ 1.5 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the Company’s condensed balance sheets.

As of March 31, 2026 , 34 of the Company's marketable securities were in an unrealized loss position, and no marketable securities had been in continuous unrealized loss positions for 12 months or longer.

The Company had not recognized an allowance for credit losses as of March 31, 2026 or December 31, 2025.

The Company determined that it had the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery.

Interest receivable as of June 30, 2026 and December 31, 2025 was $ 2.8 million and $ 1.5 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the Company’s condensed balance sheets.

As of June 30, 2026 , 66 of the Company's marketable securities were in an unrealized loss position, and no marketable securities had been in continuous unrealized loss positions for 12 months or longer.

The Company has not recognized an allowance for credit losses as of June 30, 2026 or December 31, 2025.

The Company determined that it has the ability and intent to hold all marketable securities that have been in a continuous unrealized loss position until their maturity or recovery of their amortized cost.

Further, a majority of the Company's investments were held in U.S.

1 unchanged sentence

Moreover, the Company continues to receive payments of interest and principal as they become due, and the Company's expectation is that those payments will continue to be received timely.

Based on this evaluation, as of March 31, 2026, the Company determined that unrealized losses of its marketable securities were primarily attributable to changes in interest rates and non-credit related factors.

As of March 31, 2026 , all of the Company’s marketable securities have a remaining contractual maturity of less than two years .

Based on this evaluation, as of June 30, 2026, the Company determined that unrealized losses of its marketable securities were primarily attributable to changes in interest rates and non-credit related factors.

As of June 30, 2026 , all of the Company’s marketable securities have a remaining contractual maturity of less than two years .

Balance sheet components

1 unchanged sentence

Accrued expenses and other current liabilities consisted of the following:

As of March 31,

As of June 30,

As of December 31,

3 unchanged sentences

Accrued professional expenses

Other accrued expenses and current liabilities

Total accrued expenses and other current liabilities

7 unchanged sentences

The 2025 Pre-Funded Warrants provide that each holder of the 2025 Pre-Funded Warrants does not have the right to exercise any portion of its 2025 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.

For the three months ended March 31, 2026 no 2025 Pre-Funded Warrants were exercised, and as of March 31, 2026 , 2025 Pre-Funded Warrants to purchase 4,331,090 shares of the Company's common stock remained outstanding.

Upon the issuance of the 2025 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 .

A holder of the 2025 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99 %, by providing at least 61 days’ prior notice to the Company.

For the three and six months ended June 30, 2026, no 2025 Pre-Funded Warrants were exercised, and as of June 30, 2026 , 2025 Pre-Funded Warrants to purchase 4,331,090 shares of the Company's common stock remained outstanding.

Underwritten Registered Offering

In April 2026, the Company completed the Underwritten Registered Offering, pursuant to which the Company issued and sold an aggregate of 5,540,000 shares of its common stock at a purchase price of $ 23.50 per share and the 2026 Pre-Funded Warrants to purchase up to an aggregate of 850,000 shares of its common stock at a purchase price of $ 23.499 per pre-funded warrant, resulting in net proceeds of approximately $ 144.6 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company of approximately $ 5.6 million.

The 2026 Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share each and do not expire.

The 2026 Pre-Funded Warrants provide that each holder of the 2026 Pre-Funded Warrants does not have the right to exercise any portion of its 2026 Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise.

A holder of the 2026 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99 %, by providing at least 61 days’ prior notice to the Company.

For the three and six months ended June 30, 2026 , no 2026 Pre-Funded Warrants were exercised, and as of June 30, 2026 , 2026 Pre-Funded Warrants to purchase 850,000 shares of the Company's common stock remained outstanding.

Upon the issuance of the 2025 Pre-Funded Warrants and the 2026 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 2025 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 2025 Pre-Funded Warrants should be classified as equity with no subsequent remeasurement as long as such warrants continue to be classified as equity.

The terms of the 2025 Pre-Funded Warrants and the 2026 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 2025 Pre-Funded Warrants and the 2026 Pre-Funded Warrants should be classified as equity with no subsequent remeasurement as long as such warrants continue to be classified as equity.

Equity incentive plans and stock-based compensation expense

7 unchanged sentences

Accordingly, the Company’s common stock reserved for future issuance under the 2025 Plan was increased by 2,683,332 shares on January 1, 2026.

As of March 31, 2026 , there was an aggregate of 6,074,793 options outstanding under the 2019 Plan and 2025 Plan and 1,042,855 restricted stock units, or RSUs, outstanding under the 2025 Plan.

As of June 30, 2026 , there was an aggregate of 6,125,834 options outstanding under the 2019 Plan and 2025 Plan and 1,033,730 restricted stock units, or RSUs, outstanding under the 2025 Plan.

2025 Employee Stock Purchase Plan

4 unchanged sentences

Accordingly, the number of shares reserved for future issuance under the 2025 ESPP was increased by 536,666 shares on January 1, 2026.

During the three months ended March 31, 2026 , no shares were issued under the 2025 ESPP.

During the three and six months ended June 30, 2026 , 83,257 shares were issued under the 2025 ESPP and 53,716 shares were issued under the 2025 ESPP during the same periods in 2025.

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 during the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Research and development

1 unchanged sentence

Total stock-based compensation expense

As of March 31, 2026 , there was $ 58.0 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 2.88 years.

As of March 31, 2026 , there was $ 1.4 million of total unrecognized compensation cost related to the 2025 ESPP for which the cost is expected to be recognized over a weighted-average period of one year .

Total stock-based compensation expense related to RSUs recognized during the three months ended March 31, 2026 was $ 2.2 million and is included in the stock-based compensation expense table above.

No stock-based compensation expense related to RSUs was recognized during the three months ended March 31, 2025.

As of March 31, 2026 , there was $ 30.3 million of total unrecognized compensation cost related to outstanding RSUs that is expected to be recognized over a weighted average period of 2.50 years.

As of June 30, 2026 , there was $ 55.7 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 2.70 years.

As of June 30, 2026 , there was $ 1.4 million of total unrecognized compensation cost related to the 2025 ESPP for which the cost is expected to be recognized over a weighted-average period of 1.12 years.

Total stock-based compensation expense related to RSUs recognized during the three and six months ended June 30, 2026 was $ 3.0 million and $ 5.2 million, respectively, and is included in the stock-based compensation expense table above.

No stock-based compensation expense related to RSUs was recognized during the three and six months ended June 30, 2025.

As of June 30, 2026 , there was $ 27.0 million of total unrecognized compensation cost related to outstanding RSUs that is expected to be recognized over a weighted average period of 2.26 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 March 31, 2026 .

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.

The $ 15.0 million transaction price was recorded as license revenue in the condensed statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and related know-how was transferred to Trace.

The $ 15.0 million transaction price was recorded as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and related know-how was transferred to Trace.

Shionogi License Agreement

In March 2024, the Company entered into an exclusive license agreement with Shionogi, pursuant to which the Company granted Shionogi an exclusive, worldwide, sublicensable license to research, develop, manufacture and commercialize MZE001 and certain other small molecule compounds modulating glycogen synthase 1, or the Shionogi License Agreement .

In March 2024, the Company entered into an exclusive license agreement with Shionogi & Company, Ltd., or Shionogi, pursuant to which the Company granted Shionogi an exclusive, worldwide, sublicensable license to research, develop, manufacture and commercialize MZE001 and certain other small molecule compounds modulating glycogen synthase 1, or the Shionogi License Agreement .

As consideration for the licensed rights and the transfer of know-how and materials, the Company received an upfront payment of $ 150.0 million in May 2024 upon the effectiveness of the Shionogi License Agreement.

1 unchanged sentence

In March 2026, a $ 20.0 million clinical development milestone was achieved upon dosing of the first patient in Shionogi's Phase 2 study of MZE001 in patients with Pompe disease.

The Company recognized $ 20.0 million as license revenue in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2026 in connection with the achievement of the clinical development milestone and recorded a corresponding receivable on its condensed balance sheet in accounts receivable as of March 31, 2026.

The Company recognized $ 20.0 million as license revenue in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2026 in connection with the achievement of the clinical development milestone and payment for the development milestone was received in April 2026.

The Shionogi License Agreement also requires that Shionogi pay the Company tiered royalties ranging from percentages in the low double-digits to twenty on net sales of licensed products, subject to certain deductions.

See Note 13, Subsequent events, for further discussion regarding the first clinical development milestone achieved under the Shionogi License Agreement.

The Company assessed the Shionogi License Agreement in accordance with ASC 606 and concluded that it was a contract with a customer.

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 at the inception of the Shionogi License Agreement consisted of the $ 150.0 million non-refundable upfront cash payment, which was recognized as license revenue in the condensed statements of operations and comprehensive loss during the year ended December 31, 2024 at the point in time when control of the license and related know-how and materials was transferred to Shionogi .

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 at the inception of the Shionogi License Agreement consisted of the $ 150.0 million non-refundable upfront cash payment, which was recognized as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024 at the point in time when control of the license and related know-how and materials was transferred to Shionogi .

The $ 20.0 million clinical development milestone was recognized as license revenue upon its achievement in March 2026.

The remaining 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 are not included in the transaction price as of March 31, 2026.

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.

6 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 March 31, 2026 .

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.

The $ 2.5 million transaction price was recorded as license revenue in the condensed statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and the related know-how and materials was transferred to Neurocrine.

The $ 2.5 million transaction price was recorded as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and the related know-how and materials was transferred to Neurocrine.

In August 2026, the Company received notice from Neurocrine of its intent to terminate the Neurocrine License Agreement, effective November 2026, pursuant to the terms of the agreement.

The Company does not expect the termination to have a material impact on its previously recognized license revenue.

Commitments and contingencies

3 unchanged sentences

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

No contingent liabilities have been recorded as of March 31, 2026 and December 31, 2025.

No contingent liabilities have been recorded as of June 30, 2026 and December 31, 2025.

Indemnification

1 unchanged sentence

There have been no claims to date, and the Company has a directors and officers liability insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Consortium agreements

The Company has entered into a consortium agreement and certain related amended agreements with the University of Helsinki and other parties for access to a collaborative pre-competitive research project.

The project aims to collect genomic information from patient samples in biobanks across Finland to which the Company is granted access.

Under the agreement, the Company is obligated to pay certain installments through the year 2027.

As of June 30, 2026 , the Company is obligated to pay approximately $ 3.5 million under this agreement.

Loan and security agreements

9 unchanged sentences

In addition, the Hercules Loan Agreement required the Company to pay a facility charge of 1.00 % of the funded Tranche 1A Loan, which was due at the Closing Date, and requires a facility charge of 1.00 % for each subsequent term loan tranche at the time such tranche is funded.

The Company also paid a draw down fee of 2.00 % of the funded Tranche 1A Loan and is required to pay sequent draw down fees equal to 2.00 % of each subsequent term loan tranche at the time such tranche is funded.

The Company also paid a draw down fee of 2.00 % of the funded Tranche 1A Loan and is required to pay subsequent draw down fees equal to 2.00 % of each subsequent term loan tranche at the time such tranche is funded.

The Hercules Term Loan Facility will accrue interest at an annual rate determined by reference to the Prime Rate as reported in the Wall Street Journal, with interest rate floors that range from 7.95 % (with respect to the Tranche 1A Loan funded on the Closing Date, among other tranches) to 9.25 % depending on the tranche.

11 unchanged sentences

The occurrence of an Event of Default could result in, among other things, the declaration that all outstanding principal and interest under the Hercules Term Loan Facility are immediately due and payable in whole or in part.

As of March 31, 2026, the Company was in compliance with the covenants under the Hercules Loan Agreement.

As of June 30, 2026, the Company was in compliance with the covenants under the Hercules Loan Agreement.

The Company accounted for the End of Term Charge, facility charge, and other direct costs incurred in connection with the Tranche 1A Loan of the Hercules Loan Agreement as debt discount and issuance costs, and they are being amortized over the term of the loan using the effective interest method.

The weighted-average effective interest rate on the Tranche 1A Loan is 9.77 %.

The Company incurred interest expense on the Tranche 1A Loan, including debt discount and issuance costs amortization, of $ 0.9 million during the three months ended March 31, 2026.

The Company incurred interest expense on the Tranche 1A Loan, including the amortization of debt discount and issuance costs, of $ 0.9 million and $ 1.8 million during the three and six months ended June 30, 2026, respectively.

The Tranche 1A Loan consists of the following:

As of March 31,

As of June 30,

(in thousands)

5 unchanged sentences

Total term loan, net of current portion

Future principal loan payments on the currently outstanding Tranche 1A Loan as March 31, 2026 are as follows:

Future principal loan payments on the currently outstanding Tranche 1A Loan as June 30, 2026 are as follows:

Year Ending December 31,

9 unchanged sentences

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

During the three months ended March 31, 2026 and 2025 , the Company recorded an immaterial amount of such fees in general and administrative expenses in the condensed statements of operations and comprehensive loss.

During the three and six months ended June 30, 2026 and 2025 , the Company recorded an immaterial amount of such fees in general and administrative expenses in the condensed statements of operations and comprehensive loss.

Net loss per share

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Weighted-average shares of common stock outstanding

weighted-average shares of common stock subject to

weighted-average shares of common stock to be issued upon exercise of pre-funded warrants

weighted-average shares of common stock subject to repurchase

Weighted-average shares of common stock outstanding used in the calculation of net loss per share, basic and diluted

1 unchanged sentence

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

Three Months Ended March 31,

Six Months Ended June 30,

Shares subject to outstanding stock options

1 unchanged sentence

Unvested restricted stock subject to repurchase

Subsequent events

Underwritten Registered Offering

In April 2026, the Company completed an underwritten registered offering pursuant to which the Company issued and sold an aggregate of 5,540,000 shares of its common stock at $ 23.50 per share and pre-funded warrants to purchase 850,000 shares of its common stock at $ 23.499 per pre-funded warrant, or the 2026 Pre-Funded Warrants, which represents the per share offering price for the shares of common stock less a $ 0.001 per share exercise price for each 2026 Pre-Funded Warrant.

The Company estimates that net proceeds from the offering will be approximately $ 144.7 million, after deducting underwriting discounts and commissions and estimated offering expenses.

The 2026 Pre-Funded Warrants are exercisable immediately at an exercise price of $ 0.001 per share and do not expire.

A holder of the 2026 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99 %, by providing at least 61 days’ prior notice to the Company.

Shionogi Milestone Payment

In April 2026, the Company received the $ 20.0 million payment from Shionogi in connection with the achievement of the clinical development milestone in March 2026 for the dosing of the first patient in Shionogi ’ s Phase 2 study of MZE001 in patients with Pompe disease.

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