Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Polaryx Therapeutics, Inc.
INDEX TO FINANCIAL STATEMENTS
Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F-2
Balance Sheets as of December 31, 2025 and 2024 F-3
Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-4
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-5
Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6
Notes to Financial Statements F-7
F- 1
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Polaryx Therapeutics, Inc.
Opinion on the financial statements
We have audited the accompanying balance sheets of Polaryx Therapeutics, Inc. (a Nevada corporation) (the “Company”) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred net losses of $9.0 million and $30.4 million and used cash in operating activities of $3.9 million and $2.6 million, during the years ended December 31, 2025 and December 31, 2024, respectively and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2024.
Edison, New Jersey
March 23, 2026
F- 2
POLARYX THERAPEUTICS, INC.
BALANCE SHEETS
(In thousands, except per share and share amounts)
As of
December 31,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 5,143 $ 4,621
Prepaid expenses — 380
Other current assets 27 —
Total current assets 5,170 5,001
Total assets $ 5,170 $ 5,001
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 470 $ 72
Due to related party 91 130
Accrued expenses – related party 23 —
Accrued expenses and other current liabilities 21 87
Total current liabilities 605 289
Total liabilities 605 289
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock: $ 0.0001 par value, 40,000,000 shares authorized; 0 and 0 shares issued and outstanding at December 31, 2025 and 2024, respectively — —
Common stock: $ 0.0001 par value; 560,000,000 shares authorized; 47,343,297 and 41,151,571 shares issued and outstanding at December 31, 2025 and 2024, respectively 5 4
Additional paid-in capital 104,195 95,358
Accumulated deficit ( 99,635 ) ( 90,650 )
Total stockholders’ equity 4,565 4,712
Total liabilities and stockholders’ equity $ 5,170 $ 5,001
The accompanying notes are an integral part of
these financial statements.
F- 3
POLARYX THERAPEUTICS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share and share amounts)
Year Ended December 31,
2025
2024
Operating expenses:
Research and development expenses $ 6,266 $ 2,811
General and administrative expenses 1,555 1,541
Total operating expenses 7,821 4,352
Operating loss ( 7,821 ) ( 4,352 )
Other expense – direct listing offering costs ( 1,164 ) —
Other expense – recapitalization of common stock — ( 26,004 )
Net loss and comprehensive loss $ ( 8,985 ) $ ( 30,356 )
Net loss per share – basic and diluted $ ( 0.20 ) $ ( 0.89 )
Weighted average common shares outstanding – basic and diluted 45,422,581 34,200,660
The accompanying notes are an integral part of
these financial statements.
F- 4
POLARYX THERAPEUTICS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Equity
Balances at December 31, 2023 736,215 $ — 11,203,435 $ 1 $ 61,570 $ ( 60,294 ) $ 1,277
Issuance of common stock — — 7,039,460 1 7,786 — 7,787
Issuance of common stock recapitalization — — 22,172,461 2 26,002 — 26,004
Conversion of preferred stock ( 736,215 ) — 736,215 — — — —
Net loss — — — — — ( 30,356 ) ( 30,356 )
Balances at December 31, 2024 — $ — 41,151,571 $ 4 $ 95,358 $ ( 90,650 ) $ 4,712
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Equity
Balances at December 31, 2024 — $ — 41,151,571 $ 4 $ 95,358 $ ( 90,650 ) $ 4,712
Issuance of common stock — — 6,191,726 1 8,837 — 8,838
Net loss — — — — — ( 8,985 ) ( 8,985 )
Balances at December 31, 2025 — $ — 47,343,297 $ 5 $ 104,195 $ ( 99,635 ) $ 4,565
The accompanying notes are an integral part of
these financial statements.
F- 5
POLARYX THERAPEUTICS, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2025
2024
Cash flows from operating activities
Net loss $ ( 8,985 ) $ ( 30,356 )
Adjustments to reconcile net loss to net cash flows used in operating activities:
Stock-based compensation 4,725 2,400
Other expense – recapitalization of common stock — 26,004
Changes in assets and liabilities which provided (used) cash:
Accounts payable 398 ( 401 )
Due to related party ( 39 ) ( 220
Accrued expenses – related party 23 —
Accrued expenses and other current liabilities ( 66 ) —
Net cash flows used in operating activities ( 3,944 ) ( 2,573 )
Cash flows from financing activities
Proceeds from short-term debt – related party — 65
Repayment of short-term debt – related party — ( 193 )
Payments related to issuance of common stock ( 27 ) —
Proceeds from issuance of common stock 4,493 7,320
Net cash flows provided by financing activities 4,466 7,192
Net increase (decrease) in cash and cash equivalents 522 4,619
Cash and cash equivalents, beginning 4,621 2
Cash and cash equivalents, ending $ 5,143 $ 4,621
The accompanying notes are an integral part of
these financial statements.
F- 6
POLARYX THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Nature of the Business and Basis of Presentation
Polaryx Therapeutics, Inc. (the “Company”) is a clinical-stage biotechnology company committed to the discovery, development, and commercialization of novel, disease-modifying therapies for rare, pediatric lysosomal storage disorders. On October 24, 2025, the Company completed the redomestication to convert into a Nevada corporation from a Wyoming corporation.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). There is no difference between net loss and comprehensive loss in these financial statements.
Reverse Stock Split
Effective on January 12, 2026, the Company effected a 1-for-4 reverse stock split of its then-outstanding common stock. All share and per share amounts have been adjusted on a retroactive basis to reflect the effect of the reverse stock split. The shares of Common Stock retain a par value of $ 0.0001 per share.
Liquidity and Going Concern
The Company has no products approved for sale and has sustained recurring net losses and negative cash flows from operations since inception. For the years ended December 31, 2025 and 2024, the Company had a net loss of $ 9.0 million and $ 30.4 million, respectively, and used cash in operating activities of $ 3.9 million and $ 2.6 million, respectively. As of December 31, 2025, the Company had working capital of $ 4.6 million. Achieving profitability is dependent upon the successful development, approval, and commercialization of the Company’s product candidates and achieving a level of revenue adequate to support the Company’s cost structure. Management intends to fund future operations through additional financings, which could include private and/or public debt offerings and equity offerings. In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all.
There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. Further, there is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. The Company is subject to certain risks associated with any clinical stage pharmaceutical company that has substantial expenditures for research and development. These matters, along with the conditions described above, raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these financial statements were available to be issued.
The financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the uncertainty related to the Company’s ability to continue as a going concern.
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with governmental regulations, dependency on key suppliers (including for certain active pharmaceutical ingredients) and the ability to secure additional capital to fund operations. Product candidates currently under development will require extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel, infrastructure and extensive compliance and reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
F- 7
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents consist principally of cash held in commercial bank accounts and money market funds. The Company considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents.
Concentration of Credit Risk
Financial investments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company places its cash and cash equivalents with high credit quality U.S. financial institutions. At various times throughout the period, the Company’s cash deposits with any one financial institution may exceed the amount insured by the Federal Deposit Insurance Corporation. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses of such amounts and management believes it is not exposed to any significant credit risk on its cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of expenses during the reporting period. Estimates are based on several factors, including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends and the assessment of the probable future outcome. Actual results could differ from those estimates and changes in estimates may occur. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the statements of operations and comprehensive loss in the period that they are determined. The most significant matters involving management’s estimates include accrued research and development expenses, and stock-based compensation expense.
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are (or will be) computed using the straight-line method over the estimated useful lives of the assets as follows:
Estimated Useful Life
Computer equipment 3 years
Office equipment 5 years
Lab equipment 5 years
Leasehold improvements Shorter of remaining life of lease or useful life
There were no property and equipment, net as of December 31, 2025 and 2024.
Impairment of Long-Lived Assets
The Company regularly reviews the carrying values and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment occur, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. No impairment charge was recorded during the years ended December 31, 2025 or 2024. There were no long-lived assets as of December 31, 2025 and 2024.
F- 8
Leases
The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) No. 2016-02, Leases (Topic 842), as subsequently amended. This is a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right-of-use asset and a lease liability on the balance sheet and disclosing key information about leasing arrangements.
Per FASB Accounting Standards Codification (“ASC”) Topic 842, the leases standard requires lessees to record a right-of-use asset and a lease liability for all leases other than those that, at lease commencement, have a lease term of 12 months or less. A reporting entity can elect an accounting policy by class of underlying asset not to record such short-term leases on the balance sheet. A reporting entity may be able to establish reasonable capitalization thresholds below which assets and liabilities related to a lease are not recognized. For the years ended December 31, 2025 and 2024, office rent expense was $ 4 thousand and $ 4 thousand, respectively. Based on the standard above, the Company has concluded this is a short-term lease and under the capitalization threshold. As such, these amounts are recorded in general and administrative expenses on the statements of operations and comprehensive loss, and a right-of-use asset and lease liability are not recognized on the balance sheets.
Fair Value Measurements
FASB ASC Topic 820, Fair Value Measurements and Disclosures , defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. In determining fair value, the Company used various valuation approaches. A fair value hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumption about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels, based on the inputs, as follows:
● Level 1 — Valuations based on quoted prices for identical instruments in active markets. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.
● Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for either similar instruments in active markets, identical or similar instruments in markets that are not active, or model-derived valuations whose inputs or significant value drivers are observable or can be corroborated by observable market data.
● Level 3 — Valuations based on inputs that are unobservable. These valuations require significant judgment.
The Company’s Level 1 assets consist of cash and cash equivalents in the accompanying balance sheets. In addition, the value of prepaid expenses, accounts payable, and accrued expenses approximate fair value due to the short-term nature of these assets and liabilities. Related party liabilities are not presumed to be at fair value. As of December 31, 2025 and 2024, the Company did not have any assets or liabilities measured at fair value classified as Level 2 or Level 3.
F- 9
Accrued/Prepaid Research and Development Expenses
As part of the process of preparing its financial statements, the Company is required to estimate its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced. Most of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. Estimates of accrued expenses as of each balance sheet date in the financial statements are based on facts and circumstances known at that time. The Company periodically confirms the accuracy of estimates with the service providers and adjusts if necessary. The significant estimates in accrued research and development expenses are related to expenses incurred with respect to contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”) and other vendors in connection with research and development and manufacturing activities.
The Company bases its expenses related to CROs and CMOs on estimates of the services received and efforts expended pursuant to quotations and contracts with such vendors that conduct research and development and manufacturing activities on the Company’s behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to vendors will exceed the level of services provided and result in a prepayment of the applicable research and development or manufacturing expense. In accruing service fees, the Company estimates the time over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from estimates, the accrual or prepaid expense is adjusted accordingly. Although estimates are not expected to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in amounts that are too high or too low in any particular period. There have been no material changes in estimates for the periods presented.
Research and Development Expenses
Research and development expenses primarily consist of costs associated with the preclinical and clinical development of the Company’s product candidates, including the following:
● external research and development expenses incurred under arrangements with third parties, such as CROs and other vendors and CMOs to produce drug substance and drug product;
● estimated research and development consulting costs related to the Mstone Partners Healthcare Limited (“Mstone”) Services Agreement (“Service Agreement”); and
● employee-related expenses, including salaries and benefits.
All research and development expenses are charged to operations as incurred in accordance with FASB ASC Topic 730, Research and Development .
Prepaid Expenses
Advance payments made for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses until the service has been performed or the goods have been received. The prepaid amounts are expensed as the benefits are consumed. Prepaid expenses are substantially comprised of research and development related activities.
Stock-Based Compensation Expense
The Company follows the provisions of FASB ASC Topic 718, Compensation — Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and non-employee directors, including employee stock options. Stock-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC Topic 718 and is recognized as an expense over the requisite service period. For grants containing performance-based vesting provisions, the grant-date fair value of milestone-based stock-based payment awards is recognized as compensation expense once it is probable that the condition will be achieved. The Company accounts for actual forfeitures in the period the forfeitures occur.
F- 10
The Company complies with ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which supersedes ASC 505-50 and expands the scope of ASC 718 to include all share-based payments arrangements related to the acquisition of goods and services from both employees and non-employees. The measurement date for non-employee awards is the date of grant. Compensation expense for nonemployees is recognized, without changes to the fair value of the equity classified award, over the requisite service period, which is the vesting period of the respective award.
Collaborative Arrangements
The Company analyzes its licensing and collaborative arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards, and therefore are within the scope of FASB ASC Topic 808, Collaborative Arrangements . For licensing and collaborative arrangements that contain multiple elements, the Company determines which units of account are deemed to be within the scope of ASC Topic 808 and which units of account are more reflective of a vendor-customer relationship and therefore are within the scope of ASC Topic 606. For units of account that are accounted for pursuant to ASC Topic 808, an appropriate recognition method is determined and applied consistently, either by analogy to appropriate accounting literature or by applying a reasonable accounting policy election.
For licensing and collaborative arrangements that are within the scope of ASC Topic 808, the Company evaluates the income statement classification for presentation of amounts due to or owed from other participants associated with multiple units of account in a collaborative arrangement based on the nature of each activity. Payments or reimbursements that are the result of a collaborative relationship instead of a customer relationship, such as co-development and co-commercialization activities, are recorded as increases or decreases to research and development expenses or general and administrative expenses, as appropriate. Milestone payments are considered contingent liabilities and are recognized when the Company deems the milestone event to be probable.
Segment Information
Operating segments are defined as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and assess performance. The Company determined its operating segment after considering the Company’s organizational structure and the information regularly reviewed and evaluated by the Company’s CODM. The Company has determined that its CODM is its Chief Executive Officer. The CODM reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. On the basis of these factors, the Company determined that it operates and manages its business as one operating segment.
Income Taxes
FASB ASC Topic 740, Income Taxes , sets forth standards for financial presentation and disclosure of income tax liabilities and expense. The Company accounts for income taxes under 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 included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
F- 11
The Company records uncertain tax positions in accordance with ASC Topic 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 % likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statements of operations and comprehensive loss. As of December 31, 2025 and 2024, there were no accrued interest or penalties recorded on the balance sheets.
The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disaggregated disclosure of income statement expenses for public business entities. In January 2025, the FASB issued ASU 2025-01, Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which provides changes to the disclosure requirements and provides a delayed implementation timeline to give issuers additional time to prepare for the impacts of adoption. ASU 2025-01 is effective for the Company prospectively for all annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards.
3. Accrued Expenses
The following table presents the components of accrued expenses as of December 31, 2025 and 2024:
December 31,
2025 2024
(In thousands)
Accrued research and development expenses $ — $ 86
Accrued employee-related expenses 21 1
Accrued expenses $ 21 $ 87
F- 12
4. Stockholders’ Equity (Deficit)
As of December 31, 2025, the Company’s articles of incorporation provided for the authorization of the following classes of stock:
● 40,000,000 shares of preferred stock, par value $ 0.0001 (“Preferred Stock”); and
● 560,000,000 shares of common stock, par value $ 0.0001 (“Common Stock”).
Preferred Stock
On June 30, 2024, all 736,215 remaining shares of Preferred Stock were converted to shares of Common Stock at a conversion ratio of one-to-one.
Holders of Preferred Stock are entitled to one vote per share, to receive dividends (on and if declared by the Board of Directors of the Company (the “Board”)) and, upon liquidation or dissolution, to receive all assets available for distribution to stockholders, before any rights, preferences and privileges of any outstanding shares of Common Stock with respect to dividends and in connection with liquidation, winding up and dissolution of the Company. The holders of Preferred Stock have no preemptive or other subscription rights.
Common Stock
In February 2024, the Company issued 22,172,461 shares of Common Stock to certain existing stockholders to enable them to be substantially aligned with the implied value of the Company as of the date determined by the Board. The Company had an aggregate of 11,939,650 shares of common stock and preferred stock outstanding immediately before this transaction, and all current investors participated in this transaction. All shares issued in this transaction were Common Stock. The transaction was conducted at the discretion of the Board and was not based on any investors’ pre-existing contractual right to receive additional shares or anti-dilution protection. In connection with the transaction, the Company recorded $ 26.0 million as other expense — recapitalization of common stock in the statements of operations and comprehensive loss.
In October 2024, the Company and Maxim Group LLC (the “Advisor”) entered into an engagement letter (the “Engagement Letter”), pursuant to which the Company issued 796,937 shares of Common Stock to the Advisor, which represents 2.0 % of the Common Stock outstanding on a fully diluted basis as of October 18, 2024, the execution date of the Engagement Letter, at an aggregate price of $ 467 thousand, for advisory services (see Note 5).
In January 2025, the Company issued an aggregate of 3,704,307 shares of Common Stock to two existing shareholders in return for an exclusive gene therapy patent license. Of the total share issuance, 277,823 shares were issued to Rush University Medical Center (“Rush”) and 3,426,484 shares were issued to Mstone. In connection with the transaction, the Company recorded $ 4.3 million as research and development expenses in the statements of operations and comprehensive loss for year ended December 31, 2025 as there is no alternative future use in accordance with ASC 730-10. In January 2025, the Company also issued 213,201 shares of our common stock at a purchase price per share of $ 1.17 to an existing investor for aggregate consideration of $ 250 thousand in cash.
In July 2025 and through August 29, 2025, the Company issued 1,802,749 shares of Common Stock to investors at a price per share of $ 1.72 . Pursuant to these subscription agreements, there is an embedded derivative feature in which the number of subscribed shares shall increase by 15 % if the Company’s common stock is not listed for trading on a national securities exchange by the second anniversary after issuance. This feature was not bifurcated as it met the scope exception per ASC 815-10-15-74a since the contract was classified as equity and does not require cash settlement.
On September 3, 2025, the Company filed a Form C with the Securities Exchange Commission to raise up to $ 5.0 million at a price per share of $ 2.80 . During the year ended December 31, 2025, the Company issued an aggregate of 17,200 shares at $ 2.62 per share pursuant to this Form C.
F- 13
In September 2025, the Company issued an aggregate of 158,020 shares of Common Stock to investors at a price per share of $ 2.55 . These amounts consist of 143,756 shares issued at $ 2.80 per share, further reduced by an additional 14,264 incremental shares (“bonus shares”) issued in connection with our listing. To incentivize investment into the Company, the bonus shares were issued to certain shareholders based on the amount and timing of their investments. All of these shares were recorded at par value to Common Stock with any excess recorded as additional paid-in capital.
In October 2025 through November 3, 2025, the Company issued an aggregate of 313,449 shares of Common Stock, including 17,200 shares pursuant to Form C to investors at a price per share of $ 2.58 . These amounts consist of 290,376 shares issued at $ 2.80 per share, further reduced by an additional 23,073 incremental bonus shares issued in connection with these offerings. To incentivize investment into the Company, the bonus shares were issued to certain shareholders based on the amount and timing of their investments. All of these shares were recorded at par value to Common Stock with any excess recorded as additional paid-in capital.
Holders of Common Stock are entitled to one vote per share, to receive dividends (on and if declared by the Board) and, upon liquidation or dissolution, to receive all assets available for distribution to stockholders, subordinate to the rights, preferences and privileges of any outstanding shares of Preferred Stock with respect to dividends and in connection with liquidation, winding up and dissolution of the Company. The holders of Common Stock have no preemptive or other subscription rights.
As of December 31, 2025 and 2024, no cash dividends have been declared or paid.
5. Stock-Based Compensation
In November 2021, the Company and Mstone entered a Service Agreement, pursuant to which Mstone provides certain support and business development-related services to the Company. In order to preserve capital for operating and clinical development expenses, in May 2023, the Company and Mstone entered into a Letter Agreement, pursuant to which the Company issued 1,250,000 shares of Common Stock (the “Share Obligation”) with an aggregate grant fair value of $ 5.6 million to Mstone as compensation for advisory services. The grant date fair value per share was determined based upon the most recently available third-party valuation of Common Stock. The shares were fully vested upon issuance and were issued in exchange for a 50 % fee reduction for one year of advisory services to be provided from June 2023 through June 2024. The Company determined that this issuance of vested shares in return for future service met the criteria for capitalization as a prepaid expense and was amortized on a straight-line basis. For the year ended December 31, 2025, total stock-based compensation expense under this agreement was zero due to the expiration of the Letter Agreement in June 2024. For the year ended December 31, 2024, total stock-based compensation expense under this agreement was $ 2.3 million, of which $ 1.7 million was recorded as research and development expense and $ 578 thousand was recorded as general and administrative expense.
The Company and the Advisor entered into the Engagement Letter on October 18, 2024. The Company agreed to issue 796,937 shares of the Company’s Common Stock, of which 50 % was fully vested upon issuance, with an aggregate grant date fair value of $ 467 thousand to the Advisor as compensation for advisory services. The remaining 50 % is vested contingent upon a public listing of the Company. The grant date fair value per share was determined based upon the price per share from recent stock issuances to certain investors at that time. The Company determined that this issuance of vested shares in return for future service met the criteria for capitalization as a prepaid expense and was amortized on a straight-line basis over 13 months. For the years ended December 31, 2025 and 2024, total stock-based compensation expense under this agreement was $ 380 thousand and $ 87 thousand recorded as general and administrative expense, respectively.
2022 Equity Incentive Plan
In March 2022, the Board approved the Company’s 2022 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units, restricted stock, and other stock-based awards and for Incentive Bonuses, which may be paid in cash, shares of Common Stock, or a combination thereof. The aggregate number of shares of Common Stock issuable under the Incentive Plan initially is 1,590,573 shares, plus a 4 % annual increase on January 1 of each year beginning in 2023 and ending on January 1, 2032, subject to Board approval (the “Share Pool”). In October 2024, the Board increased the Share Pool to 6.3 million shares of Common Stock. As of December 31, 2025, there were 2,063,861 shares available to be issued pursuant to the Incentive Plan. In advance of the direct listing offering, the Company adopted the Polaryx Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) in December 2025. Upon adoption of the 2025 Plan, no further awards will be granted under the Incentive Plan.
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2025 Equity Incentive Plan
In December 2025, the Company adopted the 2025 Plan. The purpose of the 2025 Plan is to promote and closely align the interests of our employees, officers, non-employee directors, and other service providers and our stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the 2025 Plan are to attract and retain the best available personnel for positions of substantial responsibility and to motivate participants to optimize our profitability and growth through incentives that are consistent with our goals and that link the personal interests of participants to those of our stockholders. The 2025 Plan allows for the grant of stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (“SARs”), alone or in conjunction with other awards; restricted stock and RSUs; incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. We refer to these collectively herein as “Awards.”
Stock Subject to 2025 Plan
The form of 2025 Plan approved in December 2025 provided that the maximum number of shares of common stock that may be issued under the 2025 Plan will not exceed 1,500,000 shares (the “Share Pool”); however, the Share Pool will be increased on January 1 of each calendar year beginning in 2026 by a number of shares equal to 5 % of the outstanding shares of common stock on the immediately preceding December 31 (or such lesser amount as approved by the Administrator). As such, the Share Pool was increased by 2,367,158 shares on January 1, 2026. The Share Pool is subject to certain adjustments in the event of a change in our capitalization and was adjusted to reflect the Reverse Stock Split. Following the Reverse Stock Split and taking into account the increase to the Share Pool on January 1, 2026, the Share Pool is 3,867,158 shares. Shares of common stock issued under the 2025 Plan may be either authorized and unissued shares or previously issued shares acquired by us. On termination or expiration of an Award under the 2025 Plan, in whole or in part, the number of shares of common stock subject to such Award but not issued thereunder or that are otherwise forfeited back to the Company will again become available for grant under the 2025 Plan. Additionally, shares retained or withheld in payment of any exercise price, purchase price, or tax withholding obligation of an Award will again become available for grant under the 2025 Plan.
Fair Value Inputs
The calculation of the fair value of awards requires an estimate of the Company’s equity value. As the Company historically has been a privately held company with no trading history for its Common Stock to date, the estimated fair value of the Company’s Common Stock has been determined by management and approved by the Board. To determine the fair value, management considered the price per share from recent stock issuances to certain investors at that time and an assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Additional factors include, among others, the nature and history of the Company’s business; the Company’s stage of development and commercialization; external market conditions; valuations of the Company’s industry peers; and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company.
Restricted Stock Units
As of December 31, 2025, there were 4,186,139 restricted stock units outstanding. Pursuant to the amendment as executed on July 31, 2025, these restricted stock units vest over time but are only deliverable upon a change in control of the Company that occurs within seven years following the applicable date of grant. Vesting of the restricted stock units is contingent upon the recipient’s services to the Company through three or four installments on the first three or four anniversaries of the vesting commencement date. The change in control requirement represents a performance condition that is recognized when it is probable, and therefore no compensation expense will be recorded, nor inclusion of the shares within the basic and diluted net income (loss) per share calculations, until the occurrence of a change in control of the Company.
F- 15
The Company measures restricted stock compensation costs based on the stock price at the grant date less forfeitures as incurred.
The following table presents a summary of our restricted stock activity for the years ended December 31, 2025 and 2024:
Number of
Awards Weighted
Average
Grant date
Fair Value
(per share)
Non-vested at December 31, 2023 955,953
Granted 1,825,000 $ 1.78
Vested —
Forfeited or exercised (1) ( 110,346 )
Non-vested at December 31, 2024 2,670,607
Granted 2,092,757 $ 1.85
Vested —
Forfeited or exercised ( 577,225 )
Non-vested at December 31, 2025 4,186,139
(1) Forfeitures for the year ended December 31, 2024 were revised to reflect immaterial changes for certain terminated employees. There was no impact to any recorded amounts in the financial statements.
As of December 31, 2025, there was $ 7.6 million of total unrecognized compensation cost related to restricted stock units that will be recognized over a remaining weighted average service period of 2.9 years and upon a change in control of the Company. In connection with the amendment executed on July 31, 2025, the transaction was treated as a type IV modification (improbable to improbable) in accordance with ASC 718. As such, the Company calculated a new grant date fair value for the amended restricted stock units. The unrecognized compensation expense associated with these restricted stock units reflects the new grant date fair value as of the modification date. The fair value was equal to price per share from recent stock issuances to certain investors at that time which was $ 1.78 per share.
The Company recognized a total of $ 4.7 million stock-based compensation related to the Incentive Plan and shares issued to Mstone, Rush and Maxim Group LLC, of which $ 4.3 million and $ 380 thousand are included within research and development expenses and general and administrative expenses, respectively, in the statement of operations and comprehensive loss for the year ended December 31, 2025. The Company recognized a total of $ 2.4 million stock-based compensation related to the Incentive Plan and shares issued to Mstone and Maxim Group LLC, of which $ 1.7 million and $ 665 thousand are included within research and development expenses and general and administrative expenses, respectively, in the statement of operations and comprehensive loss for the year ended December 31, 2024.
6. Segment Information
The Company has one reportable segment: lysosomal storage disorders. The lysosomal storage disorders segment consists of the Company’s costs associated with the preclinical and clinical development of the Company’s product candidates. The Company currently is in the clinical stage and manages its business activities on an aggregate basis.
The accounting policies of the lysosomal storage disorders segment are consistent with those described in Note 2, Summary of Significant Accounting Policies , and the measure of segment assets is reported on the balance sheets as total assets. The Company’s CODM is the chief executive officer . The CODM assesses performance of the lysosomal storage disorders segment using operating expenses as reported in the statements of operations and comprehensive loss. Operating expenses is assessed by the CODM to make decisions on how to allocate resources, such as determining additional costs for preclinical and clinical development of the Company’s product candidates.
F- 16
The following table summarized significant segment expenses for the years ended December 31, 2025 and 2024:
Lysosomal Storage
Disorders Segment
Year Ended December 31,
2025 2024
(In thousands)
Research and development expenses (excluding stock compensation) $ ( 1,922 ) $ ( 1,077 )
General and administrative expenses (excluding stock compensation) ( 1,174 ) ( 875 )
Stock-based compensation ( 4,725 ) ( 2,400 )
Recapitalization of common stock — ( 26,004 )
Other expense – direct listing offering costs ( 1,164 ) —
Net loss $ ( 8,985 ) $ ( 30,356 )
7. Net Loss Per Share
Basic net loss per share is computed using the weighted-average number of shares of Common Stock outstanding during the period. Diluted net loss per unit is computed using the weighted-average number of shares of Common Stock and, if dilutive, Common Stock equivalents outstanding during the period.
The following table presents the calculation of basic and diluted net loss per share:
Year Ended December 31,
2025 2024
(In thousands, except unit amounts and per unit data)
Net loss per share
Numerator
Net loss $ ( 8,985 ) $ ( 30,356 )
Numerator for basic and diluted net loss per share $ ( 8,985 ) $ ( 3,779 )
Denominator
Weighted average common shares outstanding 45,422,581 34,200,660
Denominator for basic and diluted net loss per share 45,422,581 34,200,660
Net loss per share:
Basic and diluted $ ( 0.20 ) $ ( 0.89 )
The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:
Year Ended December 31,
2025 2024
Performance-based awards 398,469 398,469
Non-vested restricted stock units 4,186,139 2,584,072
Total potentially dilutive securities 4,584,608 2,982,541
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8. Income Taxes
Income (loss) before provision for income taxes consisted of the following:
December 31,
2025 2024
(In thousands)
Domestic $ ( 8,985 ) $ ( 30,356 )
Foreign — —
Loss before provision for income taxes $ ( 8,985 ) $ ( 30,356 )
A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:
December 31,
2025 2024
Income at US statutory rate 21.00 % 21.00 %
State taxes, net of federal benefit 0.00 % ( 0.19 )%
Direct listing offering costs ( 2.72 )% 0.00 %
Recapitalization of common stock 0.00 % ( 17.99 )%
Tax credits 0.35 % 0.02 %
Valuation allowance ( 18.63 )% ( 2.84 )%
0.00 % 0.00 %
The net deferred income tax asset balance related to the following:
December 31,
2025 2024
(In thousands)
Net operating loss carryforwards $ 4,742 $ 4,096
Gene therapy patent license 852 —
Credits 50 19
Capitalized research and development 998 1,217
Total deferred tax assets 6,642 5,332
Valuation allowance ( 6,392 ) ( 4,865 )
Net deferred tax assets $ 250 $ 467
Deferred tax liabilities
Accruals and other ( 250 ) ( 467 )
Net deferred tax liabilities ( 250 ) ( 467 )
Net deferred tax assets (liabilities) $ — $ —
As of December 31, 2025 and 2024, the Company had a federal net operating loss (“NOL”) carryforward of $ 18.7 million and $ 15.7 million, respectively. As of December 31, 2025 and 2024, the Company had state NOL carryforwards of $ 15.7 million and $ 15.7 million, respectively. Of the $ 18.7 million of federal NOL carryforwards as of December 31, 2025, $ 1.1 million begins to expire in 2034 and $ 17.6 million may be carried forward indefinitely. The state NOL carryforwards begin to expire in 2034.
F- 18
As of December 31, 2025, the Company also had federal tax credits of $ 50 thousand, which begin to expire in 2042.
Future realization of the tax benefits of existing temporary differences and NOL carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2025 and 2024, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2025 and 2024. The Company’s valuation allowance increased for the year ended December 31, 2025 by $ 1.5 million due primarily to the generation of net operating losses.
Under Internal Revenue Code Section 382 (“Section 382”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not completed a study to assess whether an “ownership change” has occurred or whether there have been multiple ownership changes since we became a “loss corporation” as defined in Section 382. Future changes in our stock ownership, which may be outside of our control, may trigger an “ownership change.” In addition, future equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change” has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liability to us.
The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.
The Company records uncertain tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2025 and 2024, no uncertain tax positions have been recorded in the financial statements.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2022 to the present. The resolution of tax matters is not expected to have a material effect on the Company’s financial statements.
9. Commitments and Contingencies
License Agreements
On April 8, 2016, the Company entered into a license agreement with the Rush University Medical Center (“Rush”) pursuant to which Rush granted the Company an exclusive license, with sublicensing rights, for the use of an invention/drug, made in the course of research at Rush, in the treatment of lysosomal storage diseases. Under this agreement, the Company is responsible for obtaining and maintaining all regulatory approvals for the drug, as well as for all clinical trials and commercialization activities relating to the drug. As part of the agreement, the Company agreed to issue 882,353 shares as a partial consideration for all the rights and licenses granted to the Company as specified in the license agreement. Upon execution of the agreement, the Company paid a license upfront fee of $ 70 thousand. Additional milestone-based payments are due upon completion of the Investigational New Drug filing of $ 50 thousand, which was paid in 2020, and $ 100 thousand due upon U.S. Food and Drug Administration approval of the product. Further, the Company must pay Rush royalties for the life of the patent of 3.5 % on net sales.
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The licenses agreement was further amended in July 2019, September 2019, and December 2021 for definition changes. There were no change to the milestone payments or terms of the agreement.
In January 2025, the Company issued 277,823 shares of common stock to Rush in return for an exclusive gene therapy patent license. Pursuant to the agreement with Rush (the “2022 Rush License Agreement”), the Company is obligated to pay Rush (i) up to $ 75 thousand upon the achievement of specific milestones for an orphan indication, (ii) up to $ 650 thousand upon the achievement of specific milestones for a non-orphan indication, and (iii) an annual royalty equal to 1.75 % of net sales. In the event we sublicense the rights under the 2022 Rush License Agreement, we are also obligated to pay Rush (i) an annual royalty equal to 1.75 % of such sublicensee’s net sales and (ii) 7.5 % of all non-royalty considerations we receive from such sublicensee (see Note 4).
Master Services Agreement with Rush University Medical Center
In June 2016, the Company entered into a Master Services Agreement with Rush (the “Rush MSA”), pursuant to which Rush provides services regarding the development and regulatory approval process for products currently under development by us, under statements of work for such services agreed to by the parties from time to time (see Note 10).
Contingencies
The Company is not presently a party to any matters such that the ultimate resolution will have a material effect on the Company’s results of operations, financial condition, or cash flows.
10. Related Parties
Mstone is a controlling shareholder of the Company. During the year ended December 31, 2025 and 2024, Mstone provided consulting services to the Company pursuant to the terms of the Service Agreement and the total expenses incurred for the years ended December 31, 2025 and 2024 were $ 1.6 million and $ 1.2 million, respectively. For the year ended December 31, 2025, of the $ 1.6 million incurred, $ 1.2 million was recorded as research and development expense and approximately $ 400 thousand was recorded as general and administrative expense. For the year ended December 31, 2024, of the $ 1.2 million incurred, approximately $ 900 thousand was recorded as research and development expense and approximately $ 300 thousand was recorded as general and administrative expense. Consulting fees paid to Mstone for the years ended December 31, 2025 and 2024 were $ 1.6 million and $ 1.4 million, respectively. As of December 31, 2025 and 2024, there was $ 91 thousand and $ 130 thousand due to Mstone, respectively, which is recorded in due to related party in the balance sheet.
In February 2024, the Company issued 22,172,461 shares of Common Stock to certain existing stockholders, of which Mstone received 15,819,504 shares, to enable them to be substantially aligned with the implied value of the Company as of the date determined by the Board (See Note 4).
In November 2021, the Company and Mstone entered a Service Agreement, pursuant to which Mstone provides certain support and business development-related services to the Company. In order to preserve capital for operating and clinical development expenses, in May 2023, the Company and Mstone entered into a Letter Agreement, pursuant to which the Company issued 1,250,000 shares of Common Stock (the “Share Obligation”) with an aggregate grant fair value of $ 5.6 million to Mstone as compensation for advisory services. For the year ended December 31, 2025, total stock-based compensation expense under this agreement was zero due to the expiration of the Letter Agreement in June 2024. For the year ended December 31, 2024, total stock-based compensation expense under this agreement was $ 2.3 million, of which $ 1.7 million was recorded as research and development expense and $ 578 thousand was recorded as general and administrative expense (See Note 5).
In January 2025, the Company entered into a Share Placement Agreement with Rush and Mstone, pursuant to which the Company issued 277,823 shares to Rush and 3,426,484 shares to Mstone at a price per share of $ 1.17 in exchange for an exclusive gene therapy patent license (See Note 4 and Note 9).
In April 2025, the Company paid $ 109 thousand under two statements of work pursuant to the Rush MSA. Total expenses incurred for the years ended December 31, 2025 and 2024 were $ 133 thousand and zero , respectively, which is recorded in research and development in the statement of operations and comprehensive loss. As of December 31, 2025 and 2024, there was $ 23 thousand and zero due to Rush, respectively, which is recorded in accrued expenses – related party in the balance sheet.
11. Subsequent Events
The Company has evaluated all events subsequent to December 31, 2025 through March 23, 2026, which represents the date these financial statements were available to be issued. The Company is not aware of any subsequent event that would require recognition or disclosure in the financial statements other than those described below.
On January 29, 2026, the SEC declared the Company’s previously filed Form S-1 effective to begin trading on The Nasdaq Capital Market (“Nasdaq”). The Company’s common stock was approved for listing on Nasdaq under the symbol “PLYX”. The Company’s common stock began trading on Nasdaq on February 2, 2026.
On March 23, 2026, the Company amended the Service Agreement with Mstone to be a fixed amount of $ 90 thousand per month beginning January 1, 2026.
F- 20
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.
None.