What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-05 compared with 2025-03-03 · 215 added, 182 removed, 1007 unchanged (28% of the section changed)

21 unchanged sentences

Other Information

Amendment of 2019 Inducement Stock Incentive Plan

On February 4, 2026, our board of directors amended the 2019 Inducement Stock Incentive Plan, as amended, to increase the aggregate number of shares issuable thereunder from 6,054,000 to 7,028,000 shares of common stock.

10b5-1 Plan Disclosures

A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards, including stock options and restricted stock units, or RSUs, and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other of our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

49 unchanged sentences

Specimen Stock Certificate evidencing the shares of common stock

Registration Rights Agreement, dated as of March 1, 2019, by and among the Registrant and the Purchasers identified therein

Registration Rights Agreement, dated as of February 21, 2024, by and among the Registrant and the other parties thereto

1 unchanged sentence

Description of Securities Registered under Section 12 of the Exchange Act

2006 Stock Incentive Plan, as amended

Form of Stock Option Agreement under 2006 Stock Incentive Plan

Form of Restricted Stock Agreement under 2006 Stock Incentive Plan

2014 Stock Incentive Plan

4 unchanged sentences

Amendment to 2019 Inducement Stock Incentive Plan

Incorporated by Reference

Description of Exhibit

Amendment No.

6 unchanged sentences

Form of Restricted Stock Unit Agreement under 2019 Inducement Stock Incentive Plan

Incorporated by Reference

Description of Exhibit

Amended and Restated License Agreement, dated January 27, 2012, between the Registrant and Incept LLC

Lease Agreement dated September 2, 2009, by and between the Registrant and RAR2-Crosby Corporate Center QRS, Inc., as amended.

2014 Employee Stock Purchase Plan

Amendment No.

1 to Employee Stock Purchase Plan, effective October 4, 2023

Amended and Restated 2014 Employee Stock Purchase Plan

Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers

1 unchanged sentence

Open Market Sale Agreement, dated as of August 9, 2021, by and between the Registrant and Jefferies LLC

Employment Agreement, by and between the Registrant and Philip Strassburger, dated August 28, 2020

Incorporated by Reference

Description of Exhibit

Employment Agreement, by and between the Registrant and Antony C.

Mattessich, dated as of June 20, 2017

Amendment to Employment Agreement by and between the Registrant and Antony C.

Mattessich, dated as of February 21, 2024

Separation Agreement by and between the Registrant and Antony C.

6 unchanged sentences

Second Amended and Restated License Agreement, dated September 13, 2018, by and between the Registrant and Incept LLC

Note Purchase Agreement (including Form of Senior Subordinated Convertible Notes), dated as of February 21, 2019, by and among the Registrant and the Purchasers listed therein

Amendment No.

1 to Senior Subordinated Convertible Note, dated as of August 2, 2023, between the Registrant and the holders thereof

Incorporated by Reference

Description of Exhibit

Securities Purchase Agreement, dated February 21, 2024, by and among the Registrant and the other parties thereto

License Agreement, by and between the Registrant and AffaMed Therapeutics Limited, dated as of October 29, 2020

Incorporated by Reference

Description of Exhibit

Supplement to License Agreement, by and between the Registrant and AffaMed Therapeutics Limited, dated as of January 18, 2021

5 unchanged sentences

1 to License Agreement, by and between the Registrant and AffaMed Therapeutics (HK) Limited, dated as of October 28, 2021

Employment Agreement, by and between the Registrant and Rabia Ozden-Gurses, dated as of September 28, 2022

Amendment to Employment Agreement by and between the Registrant and Rabia Gurses-Ozden, dated as of March 14, 2024

Employment Agreement, by and between the Registrant and Christopher White, dated as of October 13, 2022

Incorporated by Reference

Description of Exhibit

Employment Agreement, by and between the Registrant and Dr.

14 unchanged sentences

Peter Kaiser, dated as of March 28, 2024

Incorporated by Reference

Description of Exhibit

Amendment No.

2 unchanged sentences

Employment Agreement by and between the Registrant and Todd Anderman, dated as of October 4, 2024

Employment Agreement, by and between the Registrant and Steve Meyers, dated January 27, 2023

First Amendment to Employment Agreement, by and between the Registrant and Steve Meyers, dated August 3, 2023

Employment Agreement, by and between the Registrant and Namrata Saroj, dated November 3, 2024

Restricted Stock Unit Agreement by and between the Registrant and Dr.

Dugel, dated as of February 11, 2025

Performance Stock Unit Agreement by and between the Registrant and Dr.

Dugel, dated as of February 11, 2025

Performance Stock Option Agreement by and between the Registrant and Dr.

Dugel, dated as of February 11, 2025

Insider Trading Policies and Procedures

1 unchanged sentence

Consent of PricewaterhouseCoopers LLP

Incorporated by Reference

Description of Exhibit

Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

6 unchanged sentences

Compensation Recovery Policy

Incorporated by Reference

Description of Exhibit

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document)

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 3, 2025

February 5, 2026

OCULAR THERAPEUTIX, INC.

/s/ Donald Notman

Donald Notman

Chief Financial Officer and Chief Operating Officer

/s/ Jason Robins

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

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(Principal Executive Officer)

March 3, 2025

/s/ Donald Notman

Chief Financial Officer and Chief Operating Officer

March 3, 2025

Donald Notman

February 5, 2026

/s/ Jason Robins

Interim Chief Financial Officer

February 5, 2026

(Principal Financial and Accounting Officer)

/s/ Adrienne Graves, Ph.D.

March 3, 2025

February 5, 2026

Adrienne Graves, Ph.D.

/s/ Seung Suh Hong, Ph.D.

March 3, 2025

February 5, 2026

Seung Suh Hong, Ph.D.

1 unchanged sentence

Lindstrom, M.D.

March 3, 2025

February 5, 2026

Lindstrom, M.D.

/s/ Merilee Raines

March 3, 2025

February 5, 2026

Merilee Raines

/s/ Charles Warden

March 3, 2025

February 5, 2026

Charles Warden

/s/ Leslie Williams

March 3, 2025

February 5, 2026

Leslie Williams

11 unchanged sentences

We have audited the accompanying consolidated balance sheets of Ocular Therapeutix, Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of changes in stockholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, of changes in stockholders' equity (deficit) and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Boston, Massachusetts

March 3, 2025

February 5, 2026

We have served as the Company’s auditor since 2008.

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Accounts receivable, net

Restricted cash

Prepaid expenses and other current assets

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Operating lease liabilities, net of current portion

Derivative liabilities

Derivative liability

Deferred revenue, net of current portion

1 unchanged sentence

Other non-current liabilities

Convertible Notes, net

Total liabilities

7 unchanged sentences

Accumulated deficit

( 1,157,023 )

Total stockholders’ equity

20 unchanged sentences

Gains and (losses) on extinguishment of debt, net

Other expense

Other gains (expenses)

Total other income (expense), net

8 unchanged sentences

Stockholders’

Balances at December 31, 2021

Issuance of common stock upon exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Stock-based compensation expense

Balances at December 31, 2022

Balance at December 31, 2022

Issuance of common stock upon exercise of stock options

3 unchanged sentences

Stock-based compensation expense

Balances at December 31, 2023

Balance at December 31, 2023

Issuance of common stock upon exercise of stock options

4 unchanged sentences

Stock-based compensation expense

Balances at December 31, 2024

Balance at December 31, 2024

Issuance of common stock upon exercise of stock options

Issuance of common stock in connection with employee stock purchase plan

Issuance of common stock upon vesting of restricted stock units

Issuance of common stock upon exercise of pre-funded warrants

Issuance of common stock upon public offering, net of issuance costs

Stock-based compensation expense

Balance at December 31, 2025

( 1,157,023 )

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

9 unchanged sentences

Depreciation and amortization expense

Gains and losses on disposal of items of property and equipment

Gains and losses on extinguishment of debt, net

Gain on disposal of property and equipment

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

7 unchanged sentences

Purchases of property and equipment

Proceeds from sales of property and equipment

Net cash used in investing activities

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(the “Company”) was incorporated on September 12, 2006 under the laws of the State of Delaware.

The Company is a biopharmaceutical company committed to redefining the retina experience.

AXPAXLI (axitinib intravitreal hydrogel, also known as OTX-TKI), the Company’s product candidate for retinal disease, is based on its proprietary ELUTYX bioresorbable hydrogel-based formulation technology.

AXPAXLI is currently in two repeat-dosing Phase 3 clinical trials for the treatment of wet age-related macular degeneration (“wet AMD”), which the Company refers to as the SOL-1 and the SOL-R trials.

The Company has also completed a Phase 1 clinical trial of AXPAXLI for the treatment of non-proliferative diabetic retinopathy (“NPDR”), which the Company refers to as the HELIOS trial and intends to meet with the U.S.

Food and Drug Administration (“FDA”), in the first half of 2025 to discuss the design of a potential registrational clinical program for AXPAXLI for the treatment of NPDR and diabetic macular edema (“DME”) and then evaluate its next steps.

The Company also leverages the ELUTYX technology in its commercial product DEXTENZA, an FDA-approved corticosteroid for the treatment of ocular inflammation and pain following ophthalmic surgery and ocular itching associated with allergic conjunctivitis, and its product candidate PAXTRAVA (travoprost intracameral hydrogel also known as OTX-TIC), which is currently in a Phase 2 clinical trial for the treatment of open-angle glaucoma (“OAG”) or ocular hypertension (“OHT”).

The Company is an integrated biopharmaceutical company committed to redefining the retina experience.

AXPAXLI (also known as OTX-TKI), the Company’s investigational product candidate for retinal disease, is an axitinib intravitreal hydrogel based on its ELUTYX proprietary bioresorbable hydrogel-based formulation technology.

AXPAXLI is currently being evaluated in a Phase 3 registrational program for wet age-related macular degeneration (“wet AMD”) and a Phase 3 registrational program for diabetic retinal disease, including non-proliferative diabetic retinopathy (“NPDR”).

The Company also leverages the ELUTYX technology in its commercial product DEXTENZA, a corticosteroid approved by the U.S.

Food and Drug Administration (“FDA”) for the treatment of ocular inflammation and pain following ophthalmic surgery in adults and pediatric patients and for the treatment of ocular itching associated with allergic conjunctivitis in adults and pediatric patients aged two years or older, and in its investigational product candidate OTX-TIC, which is a travoprost intracameral hydrogel for which the Company completed a Phase 2 clinical trial for the treatment of open-angle glaucoma (“OAG”) or ocular hypertension (“OHT”).

The Company is currently evaluating next steps for the OTX-TIC program.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, dependence on specific programs, compliance with government regulations, regulatory approval and compliance, reimbursement, uncertainty of market acceptance of products and the need to obtain additional financing.

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Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all.

If the Company is unable to obtain funding on a timely basis, in sufficient amounts, or at all, the Company could be

forced to delay, reduce or eliminate some or all of its research and development programs for product candidates, product portfolio expansion or commercialization efforts, any of which could adversely affect its business prospects, or the Company may be unable to continue operations.

If the Company is unable to obtain funding on a timely basis, in sufficient amounts, or at all, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs for product candidates,

product portfolio expansion or commercialization efforts, any of which could adversely affect its business prospects, or the Company may be unable to continue operations.

Summary of Significant Accounting Policies

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers (“ASC 606”).

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606 Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, an entity recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services.

141 unchanged sentences

The fair value of the awards is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

The straight-line method of expense recognition is applied to all awards with service-only conditions.

For awards with both service and market conditions, the Company generally determines the requisite service period as the longer of the service period and the period derived from the underlying valuation.

The straight-line method of expense recognition is applied to all awards with either service-only conditions or both service and market conditions.

For awards that include both service and performance conditions, the Company starts recognizing the fair value of the awards as expense when achievement of the underlying performance conditions is probable, based on the portion of the requisite service period completed.

The Company recognizes compensation expense for only the portion of awards that are expected to vest.

The Company recognizes compensation expense for only the portion of awards that is expected to vest.

In developing a forfeiture rate estimate, the Company has considered its historical experience to estimate pre-vesting forfeitures for service-based awards.

The impact of a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual forfeiture rate is materially different from the Company’s estimate, the Company may be required to record adjustments to stock-based compensation expense in future periods.

Compensation cost related to shares purchased through the Company’s employee stock purchase plan, which is considered compensatory, is based on the estimated fair value of the shares on the offering date, including consideration of the discount and the look-back period.

Compensation expense related to shares purchased through the Company’s employee stock purchase plan, which is considered compensatory, is based on the estimated fair value of the shares on the offering date, including consideration of the discount and the look-back period.

The Company estimates the fair value of the shares using a Black-Scholes option pricing model.

Compensation expense is recognized over the six-month withholding period prior to the purchase date.

The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns.

8 unchanged sentences

Interest and penalties related to income taxes are recorded as part of the income tax provision.

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

The Company has adopted Accounting Standards Update (“ASU”) No.

2023-07 Segment Reporting - Improvements to Reportable Segment Disclosures in these Consolidated Financial Statements.

2023-09 Income Taxes - Improvements to Income Tax Disclosures (“ASU 2023-09”) in these Consolidated Financial Statements prospectively by providing the disclosures required by ASU 2023-09 for the year ended December 31, 2025 and continuing to provide the pre-ASU 2023-09 disclosures for the years ended December 31, 2024 and 2023, respectively.

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

Comprehensive Loss

8 unchanged sentences

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and adopted by the Company as of the specified effective date.

In December 2023, the FASB issued ASU No.

2023-09 Income Taxes - Improvements to Income Tax Disclosures .

The amendments require (i) enhanced disclosures in connection with an entity's effective tax rate reconciliation and (ii)

income taxes paid disaggregated by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024.

The Company does not expect the adoption of the amendments to have a significant impact on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

The Company does not expect the adoption of the amendments to have a significant impact on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05 Financial Instruments – Credit Losses .

For public business entities, the amendments provide for the election of a practical expedient to be used in developing reasonable and supportable forecasts as part of estimating future expected credit losses for current accounts receivable and current contract assets.

The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years.

The Company does not expect the adoption of the amendments to have a significant impact on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06 Intangibles – Goodwill and Other – Internal-Use Software .

The amendments change (i) the criteria regarding the timing of the capitalization of costs for internal-use software and (ii) the accounting for website development costs.

The amendments are effective for annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact of the amendments on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07 Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”).

The amendments provide for a new scope exception to the derivatives guidance for underlyings based on the operations or activities specific to one of the parties to the contract, and also clarifies that share-based noncash consideration received from a customer as consideration for the transfer of goods or services in a revenue contract is subject to the revenue guidance and not the financial instruments guidance unless and until the company’s right to receive or retain the share-based noncash consideration is unconditional as defined in ASU 2025-07.

The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The Company does not expect the adoption of the amendments to have a significant impact on its consolidated financial statements.

The Company believes that other recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures.

9 unchanged sentences

AffaMed License Agreement (out-licensing)

On October 29, 2020, the Company entered into a license agreement (“License Agreement”) with AffaMed Therapeutic Limited (“AffaMed”) for the development and commercialization of the Company’s DEXTENZA product regarding ocular inflammation and pain following cataract surgery and allergic conjunctivitis (collectively, the “DEXTENZA Field”) and for the Company’s PAXTRAVA, formerly known as OTX-TIC, product candidate (collectively with DEXTENZA, the “AffaMed Licensed Products”) regarding OAG or OHT (collectively, the “TIC Field” and, with the DEXTENZA Field, each a “Field”), in each case in mainland China, Taiwan, Hong Kong, Macau, South Korea, and the countries of the Association of Southeast Asian Nations (collectively, the “Territories”).

On October 29, 2020, the Company entered into a license agreement (“License Agreement”) with AffaMed Therapeutic Limited (“AffaMed”) for the development and commercialization of the Company’s DEXTENZA product regarding ocular inflammation and pain following cataract surgery and allergic conjunctivitis (collectively, the “DEXTENZA Field”) and for the Company’s OTX-TIC product candidate (collectively with DEXTENZA, the “AffaMed Licensed Products”) regarding OAG or OHT (collectively, the “TIC Field” and, with the DEXTENZA Field, each a “Field”), in each case in mainland China, Taiwan, Hong Kong, Macau, South Korea, and the countries of the Association of Southeast Asian Nations (collectively, the “Territories”).

The Company retains development and commercialization rights for the AffaMed Licensed Products in the rest of the world.

4 unchanged sentences

Under the License Agreement, the Company is generally responsible for expenses related to the development of the AffaMed Licensed Products in the applicable Fields in the Territories, provided that AffaMed (i) reimburse the Company a low-teen percentage of expenses incurred in connection with certain clinical trials conducted by the Company and designed to support marketing approval of the AffaMed Licensed Product by the FDA or the European Medicines Agency (“Global Studies”);

(ii) is solely responsible for expenses incurred in connection with territory-

specific clinical trials that it conducts in furtherance of the development plan agreed between the parties in the applicable Fields in the Territories (“Local Studies”);

(ii) is solely responsible for expenses incurred in connection with territory-specific clinical trials that it conducts in furtherance of the development plan agreed between the parties in the applicable Fields in the Territories (“Local Studies”);

and (iii) reimburse the Company in full for expenses incurred in connection with obtaining and maintaining regulatory approvals of the AffaMed Licensed Products in the applicable Fields in the Territories.

3 unchanged sentences

Either party may also terminate the License Agreement under specified circumstances relating to the other party’s insolvency.

AffaMed has the right to terminate the License Agreement at any time after completion of a Phase 3 clinical trial for PAXTRAVA for any or no reason upon providing the Company three months’ notice.

AffaMed has the right to terminate the License Agreement at any time after completion of a Phase 3 clinical trial for OTX-TIC for any or no reason upon providing the Company three months’ notice.

During an established period following its change of control or its entry into a global licensing agreement that includes the Territories with a third party, the Company has the option to terminate the License Agreement, subject to a specified notice period and the repayment of any costs and expenses incurred by AffaMed in connection with the License Agreement, including upfront and milestone payments AffaMed has previously paid to the Company, at a prespecified premium.

2 unchanged sentences

● the license, regulatory filings and manufacturing of DEXTENZA (the “DEXTENZA Field performance obligation”);

● the license, regulatory filings and manufacturing for the Company’s PAXTRAVA product candidate regarding OAG or OHT in the Territories (the “PAXTRAVA Field performance obligation”);

● the conduct of a Phase 2 clinical trial of PAXTRAVA (the “Phase 2 Clinical Trial of PAXTRAVA performance obligation”);

● the license, regulatory filings and manufacturing for the Company’s OTX-TIC product candidate regarding OAG or OHT in the Territories (the “OTX-TIC Field performance obligation”);

● the conduct of a Phase 2 clinical trial of OTX-TIC (the “Phase 2 Clinical Trial of OTX-TIC performance obligation”);

● obligations to participate on various joint research, development and project committees, which the Company has concluded is not a material performance obligation.

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Furthermore, under the expected value method the Company excluded the potential royalties from the transaction price.

The Company recognizes revenue related to the amounts allocated to the DEXTENZA Field performance obligation and the PAXTRAVA Field performance obligation based on the point in time upon which control of supply is

transferred to AffaMed for each delivery of the associated supply.

The Company recognizes revenue related to the amounts allocated to the DEXTENZA Field performance obligation and the OTX-TIC Field performance obligation based on the point in time upon which control of supply is transferred to AffaMed for each delivery of the associated supply.

The Company currently expects to recognize the revenue over a period of approximately seven to eight years commencing on the date the Company begins delivering product to AffaMed.

This estimate of this period considers the timing of development and commercial activities under the License Agreement and may be reduced or increased based on the various activities as directed by the joint committees, decisions made by AffaMed, regulatory feedback or other factors not currently known.

The Company recognized $ 262 , $ 573 and $ 1,037 of collaboration revenue related to the Phase 2 Clinical Trial of PAXTRAVA performance obligation for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, the aggregate amount of the transaction price allocated to the partially unsatisfied Phase 2 Clinical Trial of PAXTRAVA performance obligation was $ 128 .

This amount is expected to be recognized as this performance obligation is satisfied through June 2025.

The Company recognized $ 128 , $ 262 and $ 573 of collaboration revenue related to the Phase 2 Clinical Trial of OTX-TIC performance obligation for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the Company had recognized the full amount of the transaction price that was allocated to the Phase 2 Clinical Trial of OTX-TIC performance obligation as collaboration revenue, as this performance obligation is fully satisfied.

Deferred revenue activity for the year ended December 31, 2025 was as follows:

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Accumulated depreciation and amortization

Depreciation and amortization expense was $ 3,786 , $ 2,983 and $ 2,109 for the years ended the years ended December 31, 2024, 2023 and 2022, respectively.

Depreciation and amortization expense was $ 4,323 , $ 3,786 and $ 2,983 for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company leases real estate, including laboratory, manufacturing and office space, and certain equipment.

The Company’s two real estate leases have remaining lease terms of approximately 2.5 years and 3.5 years, respectively.

The Company’s equipment leases have remaining lease terms ranging from approximately 2 to 3.5 years.

The Company’s two real estate leases in effect as of December 31, 2025 have remaining lease terms of approximately 1.5 years and 2.5 years, respectively.

The Company’s equipment leases in effect as of December 31, 2025 have remaining lease terms ranging from approximately 0.9 to 1.3 years.

All of the Company’s leases qualify as operating leases.

1 unchanged sentence

On October 18, 2022, the Company exercised its option to extend the lease agreement by an additional five-year term, resulting in a new expiration date of July 31, 2028.

Under the terms of the existing lease, rent for the five -year extension period was based on the current fair market rent for comparable space in the building and in other similar buildings in the same rental market as of August 1, 2023, the commencement date of the additional five -year term.

Under the terms of the existing lease, rent for the five-year extension period was based on the current fair market rent for comparable space in

the building and in other similar buildings in the same rental market as of August 1, 2023, the commencement date of the additional five-year term.

The Company estimated the prevailing market rental rates at the time when the Company exercised the renewal option and included these in the remeasurement of the operating lease asset and the lease liability.

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The minimum lease payments for the next five years and thereafter are expected to be as follows:

The minimum lease payments for the next five years and thereafter are expected as follows:

Year Ending December 31,

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Accrued research and development expenses

Accrued interest payable on Convertible Notes (Note 9)

Accrued interest payable on Barings Credit Facility (Note 9)

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The Company borrowed the full amount of $ 82,474 at closing and received proceeds of $ 77,290 , after the application of an original issue discount and fees.

Indebtedness under the Barings Credit Facility matures on the earlier to occur of (i) the six-year anniversary of the Closing Date and (ii) the date that is 91 days prior to the maturity date for the Company’s Convertible Notes (as defined below).

Indebtedness under the Barings Credit Facility matures on the six-year anniversary of the Closing Date.

Indebtedness under the Barings Credit Facility incurs interest based on the Secured Overnight Financing Rate (“SOFR”), subject to a minimum 1.50 % floor, plus 6.75 %.

11 unchanged sentences

The allocation of proceeds to the Barings Royalty Fee Obligation resulted in a discount on the Barings Credit Facility.

The Company is amortizing the discount to interest expense over the term of the Barings Credit Facility using the effective interest method.

The Company is amortizing the discount to interest expense over the term of

the Barings Credit Facility using the effective interest method.

Accrued or paid Barings Royalty Fees are included in the change in fair value of derivative liabilities on the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2024 and 2023, Barings Royalty Fees were $ 2,2 21 and $ 901 , respectively.

A summary of the Barings Credit Facility is as follows:

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The Company presented accrued interest in accrued current liabilities because the notes were convertible and the interest was payable in cash.

The effective annual interest rate for the Convertible Notes was 19.4 % and 14.8 % for the years ended December 31, 2023 and 2022, respectively.

A summary of the Convertible Notes at December 31, 2023 is as follows:

Convertible Notes

unamortized discount and current portion

Interest recognized with regard to the Convertible Notes was as follows:

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Royalty payments are estimated using a Monte Carlo simulation.

Refer to Note 11 for details regarding the determination of fair value.

Refer to Note 11 Risks and Fair Value for details regarding the determination of fair value.

A roll-forward of the Royalty Fee Derivative Liability is as follows:

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Convertible Notes

The Convertible Notes (Note 9) contained the Conversion Option Derivative Liability, an embedded conversion option that met the criteria to be bifurcated and accounted for separately from the Convertible Notes.

The Convertible Notes (Note 9), which were extinguished in March 2024, contained the Conversion Option Derivative Liability, an embedded conversion option that met the criteria to be bifurcated and accounted for separately from the Convertible Notes.

The Conversion Option Derivative Liability was recorded at fair value upon the issuance of the Convertible Notes and was subsequently remeasured to fair value at each reporting period.

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The difference between the entire instrument with the embedded conversion option compared to the instrument without the embedded conversion option was the fair value of the derivative, recorded as the Conversion Option Derivative Liability.

Refer to Note 11 for details regarding the determination of fair value.

A roll-forward of the Conversion Option Derivative Liability is as follows:

Balance at December 31, 2023

Change in fair value

Balance at March 28, 2024

Extinguishment in connection with Conversion

Balance at December 31, 2024

Refer to Note 11 Risks and Fair Value for details regarding the determination of fair value.

Risks and Fair Value

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Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company has its cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits.

The Company has its cash and cash equivalents balances at three accredited financial institutions, in amounts that exceed federally insured limits.

The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

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Other income (expenses) from the change in the fair values of derivative liabilities as presented on the Company’s consolidated statements of operations and comprehensive loss includes the following:

Year Ended December 31,

Change in the fair value of the Conversion Option Derivative Liability

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Money market funds

Derivative liabilities

Derivative liability

During the years ended December 31, 2025 and 2024, there were no transfers between levels of the fair value hierarchy.

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The main inputs to valuing the Royalty Fee Derivative Liability as of the Closing Date were revenue volatility of 61.0 %, and a revenue discount rate of 15.8 %.

Convertible Notes and Conversion Option Derivative Liability

At December 31, 2023, the Convertible Notes, net of the Conversion Option Derivative Liability, were carried at amortized cost totaling $ 20,024 , comprised of the $ 9,138 non-current liability (Note 9) and $ 10,886 accrued interest (Note 8).

The estimated fair value of the Convertible Notes, without the Conversion Option Derivative Liability, was $ 22,665 at December 31, 2023.

The fair value of the Convertible Notes with and without the conversion option as of December 31, 2023 and previous periods was estimated using a binomial lattice approach.

The use of this approach required the use of Level 3 unobservable inputs.

The main input when determining the fair value of the Convertible Notes was the bond yield that pertained to the host instrument without the conversion option.

The significant assumption used in determining the bond yield was the market yield movements of a comparable instrument issued as of the valuation date, which was assessed and updated each period.

The main input when determining the fair value for disclosure purposes was the bond yield which was updated each period to reflect the yield of a comparable instrument issued as of the valuation date.

The estimated fair value presented was not necessarily indicative of an amount that could have been realized in a current market exchange.

The fair value of the Conversion Option Derivative Liability immediately before the Conversion was determined based on the intrinsic value of the separated conversion option.

The main inputs to valuing the Convertible Notes with the conversion option are as follows:

Company's stock price

The bond yield was derived by making the fair value of the Convertible Notes equal to the face value on the issuance date.

Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs would result in a significantly higher or lower fair value.

Preferred Stock

The Amended and Restated Certificate of Incorporation has authorized 5,000,000 shares of preferred stock, $ 0.0001 par value, all of which is undesignated and none of which are issued or outstanding at December 31, 2024 and 2023.

The Amended and Restated Certificate of Incorporation authorized 100,000,000 shares of the Company’s common stock.

The Restated Certificate of Incorporation, as amended, has authorized 5,000,000 shares of preferred stock, $ 0.0001 par value, all of which is undesignated and none of which are issued or outstanding at December 31, 2025 and 2024.

The Restated Certificate of Incorporation, as amended, authorized 100,000,000 shares of the Company’s common stock.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

In June 2021, the Company adopted an amendment to the amended and restated certificate of incorporation increasing the number of its authorized shares of its common stock to 200,000,000 shares, and in June 2024, the Company adopted a further amendment to the amended and restated certificate of incorporation increasing the number of its authorized shares of its common stock by 200,000,000 shares to 400,000,000 shares.

On February 21, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement an aggregate of 32,413,560 shares of the Company’s common stock, par value $ 0.0001 per share (the “Shares”), at a price of $ 7.52 per share, and, to certain Investors in lieu of Shares, pre-funded warrants to purchase 10,805,957 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a price

of $ 7.519 per Pre-Funded Warrant (the “2024 Private Placement”).

Each Pre-Funded Warrant issued in the 2024 Private Placement has an exercise price of $ 0.001 per share, is currently exercisable and will remain exercisable until the Pre-Funded Warrant is exercised in full.

In June 2021, the Company adopted an amendment to the restated certificate of incorporation increasing the number of its authorized shares of its common stock to 200,000,000 shares, and in June 2024, the Company adopted a further amendment to the restated certificate of incorporation increasing the number of its authorized shares of its common stock by 200,000,000 shares to 400,000,000 shares.

On September 30, 2025, the Company entered into an underwriting agreement (the “2025 Underwriting Agreement”) with certain underwriters (the “2025 Underwriters”) relating to an underwritten offering (the “2025 Offering”) of 37,909,018 shares of the Company’s common stock, par value $ 0.0001 per share (the “2025 Shares”).

The offering price of the 2025 Shares was $ 12.53 per share, and the 2025 Underwriters agreed to purchase all of the 2025 Shares from the Company pursuant to the 2025 Underwriting Agreement at a price of $ 11.7782 per share.

In connection with entering into the 2025 Underwriting Agreement, also on September 30, 2025, the Company filed an automatically effective shelf registration statement on Form S-3 with the SEC.

The sale of the 2025 Shares and the closing of the 2025 Offering occurred on October 1, 2025, and the Company received net proceeds of approximately $ 445,560 , after deducting underwriting discounts and commissions and estimated other offering expenses, from the 2025 Offering.

Each Pre-Funded Warrant issued in the 2024 Private Placement that remains outstanding has an exercise price of $ 0.001 per share, is currently exercisable and will remain exercisable until the Pre-Funded Warrant is exercised in full.

The 2024 Private Placement closed on February 26, 2024.

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The Company filed a registration statement regarding the Registrable Securities on Form S-3 with the SEC on March 25, 2024.

During the twelve months ended December 31, 2025, Pre-Funded Warrants to purchase 3,237,912 shares of the Company’s common stock were exercised via cashless exercise for 3,237,598 shares of the Company’s common stock.

As of December 31, 2025, 7,568,045 Pre-Funded Warrants remained outstanding.

There were no exercises of Pre-Funded Warrants during the twelve months ended December 31, 2024.

In August 2021, the Company and Jefferies LLC (“Jefferies”) entered into an Open Market Sale Agreement (the “2021 Sales Agreement”) under which the Company may offer and sell shares of its common stock from time to time through Jefferies, acting as agent.

In November 2023, the Company filed a prospectus in connection with the 2021 Sales Agreement for the issuance and sale of common stock having an aggregate offering price of up to $ 100,000 thereunder.

During the twelve months ended December 31, 2025, the Company sold 11,548,364 shares of common stock under the 2021 Sales Agreement, resulting in gross proceeds to the Company of $ 96,775 , and net proceeds, after accounting for issuance costs, of $ 94,025 .

The Company did no t offer or sell shares of its common stock under the 2021 Sales Agreement during the twelve months ended December 31, 2024.

In the twelve months ended December 31, 2023, the Company sold 1,514,926 shares of common stock under the 2021 Sales Agreement, resulting in gross proceeds to the Company of $ 9,897 , and net proceeds, after accounting for issuance costs, of $ 9,532 .

On March 28, 2024, the Company issued 5,769,232 shares of its common stock to the holder of the Convertible Notes in connection with the Conversion.

The newly issued shares of common stock were valued at fair value, being the closing price of the Company’s common stock on that day, resulting in an increase in par value of the Company’s common stock of $ 1 and an increase in additional paid-in capital of $ 52,499 .

On April 5, 2019, the Company entered into an Open Market Sales Agreement (the “2019 Sales Agreement”) with Jefferies LLC (“Jefferies”), under which the Company may offer and sell its common stock having aggregate proceeds of up to $ 50,000 from time-to-time through Jefferies, acting as agent.

The Company did not sell any shares of common stock under the 2019 Sales Agreement in the twelve months ended December 31, 2021.

On August 9, 2021, the Company and Jefferies mutually terminated the 2019 Sales Agreement and entered into another Open Market Sale Agreement (the “2021 Sales Agreement”) under which the Company may offer and sell shares of common stock of the Company having an aggregate offering price of up to $ 100,000 from time to time through Jefferies, acting as agent.

The Company did no t offer or sell shares of its common stock under the 2021 Sales Agreement during the twelve months ended December 31, 2024 and 2022, respectively.

On December 13, 2023, the Company entered into an underwriting agreement with Jefferies, BofA Securities, Inc.

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The purpose of the Stock Plans is to provide incentives to employees, directors, and nonemployee consultants.

The 2021 Plan and the 2019 Inducement Plan provide for the grant of non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights and other stock-based awards.

The 2021 Plan and the 2019 Inducement Plan provide for the grant

of non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock appreciation rights and other stock-based awards.

The 2021 Plan also provides for the grant of incentive stock options.

As of December 31, 2024 and 2023, respectively, the Company had a number of vested stock awards outstanding that were granted under the Company’s 2014 Stock Incentive Plan (the “2014 Plan”).

Effective as of the adoption of the 2021 Plan on June 18, 2021 by the Company’s stockholders, no new awards have been granted under the 2014 Plan.

However, as of December 31, 2024, all then-outstanding awards under the 2014 Plan remained in effect and continued to be governed by the terms of the 2014 Plan.

As of December 31, 2024 and 2023, respectively, the Company had an

immaterial number of vested stock awards outstanding that were granted under the Company’s 2006 Stock Incentive Plan (the “2006 Plan”).

Effective as of the adoption of the 2014 Plan by the Company’s stockholders in 2014, no new awards have been granted under the 2006 Plan.

As of December 31, 2024, all then outstanding awards under the 2006 Plan remained in effect and continued to be governed by the terms of the 2006 Plan.

2021 Plan - The number of shares initially reserved for issuance under the 2021 Plan was 6,000,000 shares of common stock;

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3 increased the number of shares of common stock that is reserved for issuance under the 2021 Plan by 7,000,000 .

On June 11, 2025, the Company’s stockholders approved an amendment to the 2021 Plan to increase the aggregate number of shares of common stock issuable thereunder by 8,750,000 (“Amendment No.

4 to the 2021 Plan”).

As of December 31, 2025, 7,105,154 shares remained available for issuance under the 2021 Plan.

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On January 1, 2024, the number of shares available for issuance under the ESPP increased from 398,784 to 606,186 .

As of December 31, 2024, 393,055 shares of common stock remained available for issuance.

On June 11, 2025, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares of common stock issuable thereunder by 2,000,000 and to eliminate the provisions in the ESPP related to the annual “evergreen” share increase.

As of December 31, 2025, 2,183,378 shares of common stock remained available for issuance under the ESPP.

Stock options granted pursuant to the Stock Plans, excluding awards under the ESPP, are granted at exercise prices not to be less than the fair value of common shares as of the date of grant.

They generally require a service period of 4 years and generally vest monthly, or 1/4 on the first anniversary of the grant date, with the remainder vesting monthly over the remaining three years.

With the exception of performance option awards and awards under the ESPP, stock options granted pursuant to the Stock Plans generally require a service period of 4 years and generally vest monthly, or 1/4 on the first anniversary of the grant date, with the remainder vesting monthly over the remaining three years.

Stock Options granted under the 2019 Inducement Plan may in addition be subject to performance-based vesting.

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Certain RSUs granted to certain newly hired executive and senior-level employees in the year ended December 31, 2024 require a service period of 3 years and vest quarterly.

An immaterial number of RSUs granted to employees in the year ended December 31, 2024 vest fully on the first anniversary of the grant and are, in addition, subject to performance conditions.

An immaterial

number of RSUs granted to employees in the year ended December 31, 2024 vest fully on the first anniversary of the grant and are, in addition, subject to performance conditions.

On February 11, 2025, the Company granted 1,500,000 PSUs to its Executive Chairman, President and Chief Executive Officer under the 2021 Plan.

Each PSU is settleable for one share of common stock upon vesting.

The PSUs are allocated equally across four tranches, which can be earned during a five-year performance period commencing on the grant date (the “PSU Performance Period”), if the Company’s consecutive 60-day closing stock price average meets or exceeds per share price hurdles of $ 15.00 , $ 20.00 , $ 25.00 and $ 30.00 , as applicable.

All PSUs are subject to a service condition.

The PSUs earned during the first three years of the PSU Performance Period are subject to additional service-based vesting requirements through February 11, 2028.

On February 11, 2025, the Company granted 2,750,000 performance stock options to the Company’s Executive Chairman, President and Chief Executive Officer under the 2021 Plan (the “Performance Option Award”).

The Performance Option Award was contingent upon the approval by the Company’s stockholders of Amendment No.

4 to the 2021 Plan.

The stockholders of the Company approved Amendment No.

4 to the 2021 Plan on June 11, 2025.

In accordance with the guidance of Accounting Standards Codification Topic 718 Compensation—Stock Compensation , the Performance Option Award was deemed granted for financial accounting purposes as of June 11, 2025 when shareholder approval was obtained.

The Performance Option Award is allocated equally across four tranches, which can be earned during a five-year performance period commencing on February 11, 2025 (the “Option Award Performance Period”), if the Company’s consecutive 60-day closing stock price average meets or exceeds per share price hurdles of $ 15.00 , $ 20.00 , $ 25.00 and $ 30.00 , as applicable.

All performance stock options are subject to a service condition.

The performance stock options earned during the first three years of the Option Award Performance Period are subject to additional service-based vesting requirements through February 11, 2028.

Valuation of Awards

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model.

The fair value of each stock option grant, excluding the grants under the Performance Option Award, is estimated on the date of grant using the Black-Scholes option-pricing model.

The expected life of the options was calculated using the simplified method.

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The Company uses its historical volatility to estimate expected volatility.

The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors are as follows, presented on a weighted average basis:

The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors, excluding the Performance Option Award, are as follows, presented on a weighted average basis:

Risk-free interest rate

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For RSUs, the grant date fair value is the closing price of the Company’s stock on the grant date.

The fair value of each tranche of the PSUs and each tranche of the Performance Option Award was estimated using a Monte Carlo simulation.

The main inputs to valuing each tranche, presented on a weighted average basis, include the risk-free interest rate of 4.3 %, expected volatility of 95.1 %, the contractual term of 5.0 years, and an expected dividend yield of 0.0 %.

The requisite service period for each tranche was derived from the Monte Carlo simulation, taking into account the three-year minimum service requirement.

Stock Options

The following table summarizes the Company’s stock option activity:

The following table summarizes the Company’s stock option activity, excluding the Performance Option Award:

Shares Issuable

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The aggregate intrinsic value of stock options exercised was $ 18,378 , $ 11,102 , and $ 275 during the years ended December 31, 2025, 2024 and 2023, respectively.

The weighted average grant date fair value of stock options granted during the years ended December 31, 2024, 2023 and 2022 was $ 5.59 , $ 2.74 and $ 4.95 per share, respectively.

The weighted average grant date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023, excluding grants of performance stock options under the Performance Option Award, was $ 5.97 , $ 5.59 and $ 2.74 per share, respectively.

The following table summarizes the Company’s activity for grants of performance stock options under the Performance Option Award:

Shares Issuable

Outstanding as of December 31, 2024

Outstanding as of December 31, 2025

Options vested and expected to vest as of December 31, 2025

Options exercisable as of December 31, 2025

The weighted average grant date fair value of performance stock options granted under the Performance Option Award during the year ended December 31, 2025 was $ 5.66 per share.

The following table summarizes the Company’s activity of unvested RSUs:

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Holders of RSUs are not entitled to vote on any matters and are not entitled to dividends.

The following table summarizes the Company’s activity of unvested PSUs:

Unvested balance at December 31, 2024

Cancelled/forfeited

Unvested balance at December 31, 2025

Each PSU is equivalent to one share of common stock upon vesting.

Holders of PSUs are not entitled to vote on any matters and are not entitled to dividends.

Stock-based Compensation

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During the years ended December 31, 2025, 2024 and 2023, the Company recorded no income tax benefits for the net operating losses incurred or the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items.

During the years ended December 31, 2025, 2024 and 2023, the Company did not make any material payments of U.S federal, state, or local income taxes.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows:

federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025 is as follows:

Year Ended December 31,

federal statutory income tax rate

State and local income taxes, net of federal income tax effect

Effect of changes in tax laws or rates enacted in the current period

Research and development tax credits

Changes in the valuation allowance

Nontaxable or nondeductible items

Officers Compensation

Other adjustments

Effective income tax rate

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023, respectively, is as follows:

Year Ended December 31,

Federal statutory income tax rate

Tax reform change

Research and development tax credits

State taxes, net of federal benefit

Stock-based compensation

Derivative liability

Change in tax rate

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Tax credit carryforwards

Capitalized start-up costs

Capitalized research and development expenses, net - Sec.

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Operating lease right of use assets

Convertible Notes

Barings Credit Facility

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In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders 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 NOL 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 NOL carryforwards or research and development tax credit carryforwards before utilization.

In the fourth quarter of 2025, the Company completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through September 30, 2025 and including the sales of the 2025 Shares under the 2025 Offering on a pro forma basis.

Based on the results of this study, the Company’s federal NOLs generated through December 31, 2024 are fully available for utilization.

If the Company experiences a change of control, as defined by Section 382, in future periods, utilization of the NOL carryforwards, including those that were generated on or before December 31, 2024, 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 NOL carryforwards or research and development tax credit

carryforwards before utilization.

Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position.

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Net loss per share - basic

Diluted net loss per share was calculated as follows for the years ended December 31, 2023 and 2022:

As of December 31, 2025 and 2024, outstanding Pre-Funded Warrants (Note 12) of 7,568,045 and 10,805,957 , respectively, are included in the calculation of basic and diluted net loss per share.

For the years ended December 31, 2025 and 2024, respectively, there was no dilutive impact from potentially issuable common shares.

Therefore, diluted net loss per share was the same as basic net loss per share.

Diluted net loss per share was calculated as follows for the year ended December 31, 2023:

Net loss attributable to common stockholders, basic

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Weighted average common shares outstanding, basic

Dilutive options (treasury stock method)

Shares issuable in connection with conversion of Convertible Notes, as if converted

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Net loss per share attributable to common stockholders, diluted

For the year ended December 31, 2024, there was no dilutive impact from potentially issuable common shares.

Therefore, diluted net loss per share was the same as basic net loss per share.

As of December 31, 2024, the Pre-Funded Warrants (Note 12) are included in the calculation of basic and diluted net loss per share.

The Company excluded the following common stock equivalents, outstanding as of December 31, 2025, 2024 and 2023 from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2025, 2024 and 2023 because they had an anti-dilutive impact due to the net loss incurred for the periods.

Options to purchase common stock

Restricted stock units

Segment Reporting

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Its operations consist of developing and commercializing innovative therapies for retinal diseases and other eye conditions based on its ELUTYX proprietary bioresorbable hydrogel-based formulation technology.

Resources are allocated and performance is assessed by the Company’s Chief Executive Officer and the Company’s Chief Financial Officer and Chief Operating Officer, who the Company has determined to be, collectively, the Company’s Chief Operating Decision Maker (“CODM”).

During the years ended December 31, 2025, 2024 and 2023, respectively, resources were allocated and performance was assessed by the Company’s Chief Executive Officer and the Company’s Chief Financial Officer and Chief Operating Officer, who the Company has determined to be, collectively, the Company’s Chief Operating Decision Maker (“CODM”).

The Company’s research and development function is responsible for research and discovery of new product candidates, and the pre-clinical and clinical development of, and related registration efforts for, the Company’s product candidates.

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AXPAXLI for wet AMD

AXPAXLI for NPDR

Other clinical and preclinical programs

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(b) excluding stock-based compensation and depreciation

For the years ended December 31, 2024, 2023 and 2022, respectively, the Company has generated all of its Product Revenue, net, in the United States.

For the years ended December 31, 2025, 2024 and 2023, respectively, the Company generated all of its Product Revenue, net, in the United States.

Collaboration revenue is attributable to a customer in China (Note 3).

All of the Company’s long-lived assets were located in the United States.

Refer to Note 11 for information regarding the Company’s major customers.

Refer to Note 11 Risks and Fair Value for information regarding the Company’s major customers.

Commitments and Contingencies

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M.P.H., who has served as the Company’s Chief Medical Officer since June 1, 2024, is a Director of BIRC.

For the year ended December 31, 2025, the Company incurred fees for clinical development-related services rendered by BIRC of $ 761 .

For the year ended December 31, 2024, the Company incurred fees for clinical development-related services rendered by BIRC while being deemed a related party since June 1, 2024 of $ 81 .

As of December 31, 2024, there was $ 0 and $ 5 recorded in accounts payable and accrued expenses for BIRC, respectively.

Jeffrey Heier, M.D., a former member of the Company’s Board of Directors and the Company’s current Chief Scientific Officer, and Peter Kaiser, M.D., the Company’s Chief Development Officer since April 16, 2024, are each affiliated with i2Vision, Inc.

As of December 31, 2025 and 2024, there was $ 126 and $ 0 recorded in accounts payable for BIRC, respectively.

As of December 31, 2025 and 2024, there was $ 590 and $ 5 recorded in accrued expenses for BIRC, respectively.

affiliated with i2Vision, Inc.

and its affiliated entities (collectively “i2Vision”).

The Company has engaged i2Vision to provide services with respect to the clinical advancement of AXPAXLI.

The Company had engaged i2Vision to provide services with respect to the clinical advancement of AXPAXLI.

For the year ended December 31, 2025, the Company recorded a net credit for fees and expenses related to services rendered by i2Vision that were previously recorded as expense of $( 121 ).

For the year ended December 31, 2024, the Company incurred fees and expenses related to services rendered by i2Vision of $ 2,368 , including $ 526 for pass-through costs.

The Company incurred fees and expenses related to services rendered by i2Vision of $ 271 , including $ 102 for pass-through costs, for the year ended December 31, 2023, and $ 131 , including $ 0 for pass-through costs, for the year ended December 31, 2022.

The Company incurred fees and expenses related to services rendered by i2Vision of $ 271 , including $ 102 for pass-through costs, for the year ended December 31, 2023.

As of December 31, 2025 and 2024, there was $ 0 and $ 132 recorded in accounts payable for i2Vision, respectively.

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For the year ended December 31, 2024, the Company incurred fees for legal services rendered by WilmerHale while being deemed a related party through March 31, 2024 of $ 1,080 .

The Company incurred fees for legal services rendered by WilmerHale of approximately $ 1,472 and $ 959 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, there was $ 298 recorded in accounts payable for WilmerHale.

As of December 31, 2023, there was $ 0 recorded in accrued expenses for WilmerHale.

The Company incurred fees for legal services rendered by WilmerHale of approximately $ 1,472 for the year ended December 31, 2023.

The Company had engaged Heier Consulting, LLC (“Heier Consulting”), an entity affiliated with Dr.

Heier, to provide advice or expertise on one or more of the Company’s development-stage drug or medical device products relating to retinal diseases or conditions under a consultant agreement (the “Consultant Agreement”).

On February 21, 2024, the Company entered into an employment agreement with Dr.

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The Company incurred cash-based fees for services rendered by Heier Consulting before termination of the Consultant Agreement of approximately $ 5 for the year ended December 31, 2024.

The Company incurred cash-based fees for services rendered by Heier Consulting of approximately $ 32 and $ 24 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, there were $ 6 recorded in accounts payable for Heier Consulting.

As of December 31, 2023, there were $ 0 recorded in accrued expenses for Heier Consulting, respectively.

The Company incurred cash-based fees for services rendered by Heier Consulting of $ 32 for the year ended December 31, 2023.

Subsequent Events

No subsequent events noted.

In January 2026, the Company entered into a sublease for approximately 24,000 square feet of office space located at 14 Crosby Drive in Bedford, Massachusetts (the “14 Crosby Drive Lease”).

The 14 Crosby Drive Lease commenced on January 1, 2026, accordingly, it was not recognized in the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2025.

The 14 Crosby Drive Lease will expire on March 30, 2031, and undiscounted minimum lease payments under the 14 Crosby Drive Lease are expected to be $ 3,363 .

The Company is currently in the process of finalizing its accounting under ASC 842 Leases for the 14 Crosby Drive Lease.

On February 4, 2026, the Company’s board of directors amended the 2019 Inducement Plan, as amended, to increase the aggregate number of shares issuable thereunder from 6,054,000 to 7,028,000 shares of common stock.

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-K

Item 9A. Controls and Procedures