Polaryx Therapeutics, Inc. 10-Q

Item 1. Financial Statements POLARYX THERAPEUTICS, INC. CONDENSED BALANCE SHEETS (Unaudited) (In thousands, except per share and share amounts) As of March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 3,080 $ 5,143 Prepaid expenses 389 — Other current assets 33 27 Total current assets 3,502 5,170 Total assets $ 3,502 $ 5,170 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 850 $ 470 Due to related party 98 91 Accrued expenses – related party 45 23 Accrued expenses and other current liabilities 21 21 Total current liabilities 1,014 605 Total liabilities 1,014 605 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock: $ 0.0001 par value, 40,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively — — Common stock: $ 0.0001 par value; 560,000,000 shares authorized; 47,343,297 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 5 5 Additional paid-in capital 104,662 104,195 Accumulated deficit ( 102,179 ) ( 99,635 ) Total stockholders’ equity 2,488 4,565 Total liabilities and stockholders’ equity $ 3,502 $ 5,170 The accompanying notes are an integral part of these unaudited condensed financial statements. 1   POLARYX THERAPEUTICS, INC. CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited, in thousands, except per share and share amounts) Three Months Ended March 31, 2026 2025 Operating expenses: Research and development expenses $ 679 $ 4,716 General and administrative expenses 1,279 336 Total operating expenses 1,958 5,052 Operating loss ( 1,958 ) ( 5,052 ) Other expense – direct listing offering costs ( 586 ) — Net loss and comprehensive loss $ ( 2,544 ) $ ( 5,052 ) Net loss per share – basic and diluted $ ( 0.05 ) $ ( 0.11 ) Weighted average common shares outstanding – basic and diluted 47,219,329 44,338,960 The accompanying notes are an integral part of these unaudited condensed financial statements. 2   POLARYX THERAPEUTICS, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited, 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, 2024 — $ — 41,151,571 $ 4 $ 95,358 $ ( 90,650 ) $ 4,712 Issuance of common stock — — 3,917,508 — 4,594 — 4,594 Net loss — — — — — ( 5,052 ) ( 5,052 ) Balances at March 31, 2025 — $ — 45,069,079 $ 4 $ 99,952 $ ( 95,702 ) $ 4,254 Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2025 — $ — 47,343,297 $ 5 $ 104,195 $ ( 99,635 ) $ 4,565 Stock-based compensation — — — — 467 — 467 Net loss — — — — — ( 2,544 ) ( 2,544 ) Balances at March 31, 2026 — $ — 47,343,297 $ 5 $ 104,662 $ ( 102,179 ) $ 2,488 The accompanying notes are an integral part of these unaudited condensed financial statements. 3   POLARYX THERAPEUTICS, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 2,544 ) $ ( 5,052 ) Adjustments to reconcile net loss to net cash flows used in operating activities: Stock-based compensation 467 4,451 Changes in assets and liabilities which provided (used) cash: Prepaid expenses and other current assets ( 395 ) ( 4 ) Accounts payable 380 ( 17 ) Due to related party 7 — Accrued expenses – related party 22 — Accrued expenses and other current liabilities — ( 87 ) Net cash flows used in operating activities ( 2,063 ) ( 709 ) Cash flows from financing activities Proceeds from issuance of common stock — 250 Net cash flows provided by financing activities — 250 Net decrease in cash and cash equivalents ( 2,063 ) ( 459 ) Cash and cash equivalents, beginning 5,143 4,621 Cash and cash equivalents, ending $ 3,080 $ 4,162 The accompanying notes are an integral part of these unaudited condensed financial statements. 4   POLARYX THERAPEUTICS, INC. NOTES TO THE UNAUDITED CONDENSED 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. The condensed financial statements for the three month period ended March 31, 2026 are unaudited, and in the opinion of management, contain all adjustments necessary for a fair presentation of the condensed financial statements. Such adjustments consist solely of normal recurring items. Interim results are not necessarily indicative of results for a full year or any subsequent interim period. The condensed financial statements and notes are prepared in accordance with U.S. GAAP and do not contain certain information included in the annual financial statements and accompanying notes of the Company. These interim condensed financial statements should be read in conjunction with the financial statements and accompanying notes for the year ended December 31, 2025. 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 three months ended March 31, 2026 and 2025, the Company had a net loss of $ 2.5 million and $ 5.1 million, respectively, and used cash in operating activities of $ 2.1 million and $ 709 thousand, respectively. As of March 31, 2026, the Company had working capital of $ 2.5 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. 5   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. 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. 6   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 March 31, 2026 and December 31, 2025. 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 three months ended March 31, 2026 and 2025. There were no long-lived assets as of March 31, 2026 and December 31, 2025. Leases The Company has adopted FASB ASU No. 2016-02, Leases (Topic 842), as subsequently amended. 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 three months ended March 31, 2026 and 2025, office rent expense was $ 1 thousand and $ 1 thousand, respectively. Based on the standard above, the Company has concluded that this is a short-term lease and is below 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. 7   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 March 31, 2026 and December 31, 2025, the Company did not have any assets or liabilities measured at fair value classified as Level 2 or Level 3. 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 . 8   Prepaid Expenses Advance payments made for goods or services to be received in the future for use in research and development as well as general and administrative 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. 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. 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. 9   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. 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 March 31, 2026 and December 31, 2025, there were no accrued interest or penalties recorded on the balance sheets. 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 was 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. The Company is currently evaluating the impact of this standard. 10   3. Accrued Expenses The following table presents the components of accrued expenses as of March 31, 2026 and December 31, 2025: As of March 31, 2026 December 31, 2025 (In thousands) Accrued employee-related expenses $ 21 $ 21 Accrued expenses $ 21 $ 21 4. Stockholders’ Equity The Company’s common stock began trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “PLYX” on February 2, 2026. Common Stock 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 $ 934 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 condensed statements of operations and comprehensive loss for the three months ended March 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 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 according to certain subscription agreements. 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. As the Company’s common stock began trading on Nasdaq on February 2, 2026, this embedded derivative feature is no longer applicable. On September 3, 2025, the Company filed a Form C with the Securities and Exchange Commission (the “SEC”) to raise up to $ 5.0 million at a price per share of $ 2.80 . 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. 11   From 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. 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. This Form C offering was closed on October 31, 2025. Holders of common 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, 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 March 31, 2026 and December 31, 2025, no cash dividends have been declared or paid. 5. Stock-Based Compensation 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 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. The remaining 50 % is vested contingent upon a public listing of the Company’s common stock. As of March 31, 2026, the remaining 50 % was fully vested as the Company’s common stock began trading on Nasdaq on February 2, 2026. As such, the Company recorded $ 467 thousand to stock-based compensation within general and administrative expense in the statements of operations and comprehensive loss. For the three months ended March 31, 2026 and 2025, total stock-based compensation expense under this Engagement Letter was $ 467 thousand and $ 108 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 the Incentive Plan was terminated and no further awards will be granted under the Incentive Plan. 12   2025 Equity Incentive Plan In December 2025, the Company adopted the 2025 Plan. The 2025 Plan allows for the grant of stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights, alone or in conjunction with other awards; restricted stock and restricted stock units; 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.” The 2025 Plan provides 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 “2025 Plan Share Pool”); however, the 2025 Plan 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 2025 Plan Share Pool was increased by 2,367,158 shares on January 1, 2026. The 2025 Plan 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 2025 Plan Share Pool on January 1, 2026, the 2025 Plan Share Pool is 3,867,158 shares. 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 until February 2, 2026, 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 March 31, 2026, there were 4,186,139 restricted stock units outstanding. 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. 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 for the three months ended March 31, 2026: Number of Awards Weighted Average Grant date Fair Value (per share) 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 Granted — Vested — Forfeited or exercised — Non-vested at March 31, 2026 4,186,139 13   As of March 31, 2026, 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 2.7 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 $ 467 thousand stock-based compensation related to the shares issued to Maxim Group LLC, which is included within general and administrative expenses, in the statement of operations and comprehensive loss for the three months ended March 31, 2026. The Company recognized a total of $ 4.4 million stock-based compensation related to the Incentive Plan, shares issued to Maxim Group LLC, and shares issued for the gene therapy license, of which $ 4.3 million and $ 108 thousand are included within research and development expenses and general and administrative expenses, respectively, in the condensed statement of operations and comprehensive loss for the three months ended March 31, 2025. 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. The following table summarized significant segment expenses for the three months ended March 31, 2026 and 2025: Lysosomal Storage Disorders Segment Three Months Ended March 31, 2026 2025 (In thousands) Research and development expenses (excluding stock compensation) $ ( 679 ) $ ( 372 ) General and administrative expenses (excluding stock compensation) ( 812 ) ( 229 ) Stock-based compensation ( 467 ) ( 4,451 ) Other expense – direct listing offering costs ( 586 ) — Net loss $ ( 2,544 ) $ ( 5,052 ) 14   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: Three Months Ended March 31, 2026 2025 (In thousands, except unit amounts and per unit data) Net loss per share Numerator Net loss $ ( 2,544 ) $ ( 5,052 ) Numerator for basic and diluted net loss per share $ ( 2,544 ) $ ( 5,052 ) Denominator Weighted average common shares outstanding 47,219,329 44,338,960 Denominator for basic and diluted net loss per share 47,219,329 44,338,960 Net loss per share: Basic and diluted $ ( 0.05 ) $ ( 0.11 ) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended March 31, 2026 2025 Performance-based awards — 398,469 Non-vested restricted stock units 4,186,139 2,620,607 Total potentially dilutive securities 4,186,139 3,019,076 8. Income Taxes The Company did not record any tax provision or benefit for the three months ended March 31, 2026 and 2025, including the impact of the One Big Beautiful Bill Act enacted in July 2025, which has a provision restoring the immediate deductibility of domestic research and development expenditures. There was no material impact to the Company’s expected tax rate as a result of this legislation. Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance at March 31, 2026 and December 31, 2025. 15   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. The licenses agreement was further amended in July 2019, September 2019, and December 2021 for definition changes. There was 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 the Company, under statements of work for such services agreed to by the parties from time to time (see Note 10). Contingencies The Company is not aware of any matters that the Company believes will have a material effect on the Company’s results of operations, financial condition, or cash flows. 16   10. Related Parties Mstone is a controlling shareholder of the Company. 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 March 2026, the Company amended the Service Agreement with Mstone to provide for a fixed fee of $ 90 thousand per month, beginning January 1, 2026. During the three months ended March 31, 2026 and 2025, Mstone provided consulting services to the Company pursuant to the terms of the Service Agreement and the total expenses incurred for the three months ended March 31, 2026 and 2025 were $ 314 thousand and $ 405 thousand, respectively. For the three months ended March 31, 2026, of the $ 314 thousand incurred, approximately $ 236 thousand was recorded as research and development expense and approximately $ 78 thousand was recorded as general and administrative expense. For the three months ended March 31, 2025, of the $ 405 thousand incurred, approximately $ 304 thousand was recorded as research and development expense and approximately $ 101 thousand was recorded as general and administrative expense. Consulting fees paid to Mstone for the three months ended March 31, 2026 and 2025 were $ 307 thousand and $ 405 thousand, respectively. As of March 31, 2026 and December 31, 2025, there was $ 98 thousand and $ 91 thousand due to Mstone, respectively, which is recorded in due to related party in the balance sheet. 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. In January 2026, the Company paid an additional $ 20 thousand related to one of the forgoing statements of work. In February 2026, the Company paid $50 thousand under a third statement of work. Total expenses incurred for the three months ended March 31, 2026 and 2025 were $ 92 thousand and zero , respectively, which is recorded in research and development in the statement of operations and comprehensive loss. As of March 31, 2026 and December 31, 2025, there was $ 45 thousand and $ 23 thousand 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 March 31, 2026 through May 14, 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. 17