What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 82 added, 55 removed, 371 unchanged (27% of the section changed)

21 unchanged sentences

$ 0.0001 par value, 40,000,000 shares authorized;

0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively — —

0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively — —

Common stock:

1 unchanged sentence

560,000,000 shares authorized;

47,343,297 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 5 5

49,845,993 and 47,343,297 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively 5 5

Additional paid-in capital 114,493 104,195

2 unchanged sentences

Total liabilities and stockholders’ equity $ 11,812 $ 5,170

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

POLARYX THERAPEUTICS, INC.

2 unchanged sentences

Three Months Ended

Six Months Ended

Operating expenses:

7 unchanged sentences

Weighted average common shares outstanding – basic and diluted 48,278,370 44,670,601 47,751,775 44,505,697

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

POLARYX THERAPEUTICS, INC.

3 unchanged sentences

Stockholders’

Balances at December 31, 2024 — $ — 41,151,571 $ 4 $ 95,358 $ ( 90,650 ) $ 4,712

Balances at March 31, 2025 — $ — 45,069,079 $ 4 $ 99,952 $ ( 95,702 ) $ 4,254

Issuance of common stock — — — — — — —

Net loss — — — — — ( 1,008 ) ( 1,008 )

Balances at June 30, 2025 — $ — 45,069,079 $ 4 $ 99,952 $ ( 96,710 ) $ 3,246

Preferred Stock

Stockholders’

Balances at March 31, 2026 — $ — 47,343,297 $ 5 $ 104,662 $ ( 102,179 ) $ 2,488

Issuance of common stock — — 2,502,696 — 9,831 — 9,831

Net loss — — — — — ( 1,380 ) ( 1,380 )

Balances at June 30, 2026 — $ — 49,845,993 $ 5 $ 114,493 $ ( 103,559 ) $ 10,939

Preferred Stock

1 unchanged sentence

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 — — — — — ( 6,060 ) ( 6,060 )

Balances at June 30, 2025 — $ — 45,069,079 $ 4 $ 99,952 $ ( 96,710 ) $ 3,246

Preferred Stock

Stockholders’

Balances at December 31, 2025 — $ — 47,343,297 $ 5 $ 104,195 $ ( 99,635 ) $ 4,565

Stock-based compensation — — — — 467 — 467

Issuance of common stock — — 2,502,696 — 9,831 — 9,831

Net loss — — — — — ( 3,924 ) ( 3,924 )

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.

Balances at June 30, 2026 — $ — 49,845,993 $ 5 $ 114,493 $ ( 103,559 ) $ 10,939

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

POLARYX THERAPEUTICS, INC.

1 unchanged sentence

(Unaudited, in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

12 unchanged sentences

Net cash flows provided by financing activities 9,831 250

Net decrease in cash and cash equivalents ( 2,063 ) ( 459 )

Net increase (decrease) in cash and cash equivalents 6,399 ( 1,317 )

Cash and cash equivalents, beginning 5,143 4,621

Cash and cash equivalents, ending $ 11,542 $ 3,304

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

POLARYX THERAPEUTICS, INC.

7 unchanged sentences

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.

The condensed financial statements for the three-month and six-month periods ended June 30, 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.

2 unchanged sentences

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.

These interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Reverse Stock Split

4 unchanged sentences

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.

For the three months ended June 30, 2026 and 2025, the Company had a net loss of $ 1.4 million and $ 1.0 million, respectively.

For the six months ended June 30, 2026 and 2025, the Company had a net loss of $ 3.9 million and $ 6.1 million, respectively, and used cash in operating activities of $ 3.4 million and $ 1.6 million, respectively.

As of June 30, 2026, the Company had working capital of $ 10.9 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.

40 unchanged sentences

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.

There were no property and equipment, net as of June 30, 2026 and December 31, 2025.

Impairment of Long-Lived Assets

2 unchanged sentences

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.

No impairment charge was recorded during the three months and six months ended June 30, 2026 and 2025.

There were no long-lived assets as of June 30, 2026 and December 31, 2025.

The Company has adopted FASB ASU No.

3 unchanged sentences

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.

For the three months ended June 30, 2026 and 2025, office rent expense was $ 1.1 thousand and $ 1.1 thousand, respectively.

For the six months ended June 30, 2026 and 2025, office rent expense was $ 2.2 thousand and $ 2.1 thousand, respectively.

Based on the standard above, the Company has concluded that this is a short-term lease and is below the capitalization threshold.

16 unchanged sentences

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.

As of June 30, 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

51 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, there were no accrued interest or penalties recorded on the balance sheets.

Recent Accounting Pronouncements Not Yet Adopted

15 unchanged sentences

The Company is currently evaluating the impact of this standard.

Accrued Expenses

The following table presents the components of accrued expenses as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

Accrued Expenses and other current liabilities

The following table presents the components of accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025:

2026 December 31,

(In thousands)

Accrued employee-related expenses $ 21 $ 21

Accrued expenses $ 21 $ 21

Accrued expenses and other current liabilities $ 21 $ 21

Stockholders’ Equity

3 unchanged sentences

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 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 six months ended June 30, 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.

14 unchanged sentences

This Form C offering was closed on October 31, 2025.

In May 2026, the Company issued 2,502,696 shares of the Company’s common stock at an average purchase price per share of $ 4.00 to new and existing investors for aggregate consideration of $ 10.0 million (See Note 10).

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.

As of June 30, 2026 and December 31, 2025, no cash dividends have been declared or paid.

Stock-Based Compensation

4 unchanged sentences

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 of June 30, 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.

For the three months ended June 30, 2026 and 2025, total stock-based compensation expense under this Engagement Letter was zero and $ 108 thousand recorded as general and administrative expense, respectively.

For the six months ended June 30, 2026 and 2025, total stock-based compensation expense under this Engagement Letter was $ 467 thousand and $ 216 thousand recorded as general and administrative expense, respectively.

2022 Equity Incentive Plan

30 unchanged sentences

Restricted Stock Units

As of March 31, 2026, there were 4,186,139 restricted stock units outstanding.

As of June 30, 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.

2 unchanged sentences

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:

The following table presents a summary of our restricted stock activity for the years ended December 31, 2025 and for the six months ended June 30, 2026:

Awards Weighted

4 unchanged sentences

Forfeited or exercised —

Non-vested at March 31, 2026 4,186,139

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.

Non-vested at June 30, 2026 4,186,139

As of June 30, 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 2.6 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.

2 unchanged sentences

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.

The Company recognized zero stock-based compensation for the three months ended June 30, 2026.

The Company recognized a total of $ 108 thousand stock-based compensation related to shares issued to a financial advisor, included within general and administrative expenses, in the statement of operations and comprehensive loss for the three months ended June 30, 2025.

The Company recognized a total of $ 4.6 million stock-based compensation related to the Incentive Plan, shares issued to a financial advisor, and shares issued for the gene therapy license, of which $ 4.3 million and $ 216 thousand are included within research and development expenses and general and administrative expenses, respectively, in the statement of operations and comprehensive loss for the six months ended June 30, 2025.

Segment Information

7 unchanged sentences

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

The following table summarized significant segment expenses for the three months and six months ended June 30, 2026 and 2025:

Lysosomal Storage Disorders Segment

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands)

9 unchanged sentences

Three Months Ended

(In thousands, except unit amounts and per unit data)

June 30, Six Months Ended

2026 2025 2026 2025

(In thousands, except unit

amounts and per unit data) (In thousands, except unit

amounts and per unit data)

Net loss per share

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Performance-based awards — 398,469 — 398,469

1 unchanged sentence

Total potentially dilutive securities 4,186,139 3,019,076 4,186,139 3,019,076

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.

The Company did not record any tax provision or benefit for the three months and six months ended June 30, 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.

As a result, the Company has recorded a full valuation allowance at June 30, 2026 and December 31, 2025.

Commitments and Contingencies

15 unchanged sentences

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.

The Company is not aware of any contingencies that the Company believes will have a material effect on the Company’s results of operations, financial condition, or cash flows.

Related Parties

1 unchanged sentence

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 March 2026, the Company amended the Service Agreement with Mstone to provide for a fixed fee of $ 90 thousand per month plus expenses, beginning January 1, 2026.

During the three months ended June 30, 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 June 30, 2026 and 2025 were $ 307 thousand and $ 400 thousand, respectively.

During the six months ended June 30, 2026 and 2025, the total expenses incurred were $ 621 thousand and $ 804 thousand, respectively.

For the three months ended June 30, 2026, of the $ 307 thousand incurred, approximately $ 230 thousand was recorded as research and development expense and approximately $ 77 thousand was recorded as general and administrative expense.

For the six months ended June 30, 2026, of the $ 621 thousand incurred, approximately $ 466 thousand was recorded as research and development expense and approximately $ 155 thousand was recorded as general and administrative expense.

For the three months ended June 30, 2025, of the $ 400 thousand incurred, approximately $ 300 thousand was recorded as research and development expense and approximately $ 100 thousand was recorded as general and administrative expense.

For the six months ended June 30, 2025, of the $ 804 thousand incurred, approximately $ 603 thousand was recorded as research and development expense and approximately $ 201 thousand was recorded as general and administrative expense.

Consulting fees paid to Mstone for the three months ended June 30, 2026 and 2025 were $ 309 thousand and $ 399 thousand, respectively.

Consulting fees paid to Mstone for the six months ended June 30, 2026 and 2025 were $ 616 thousand and $ 804 thousand, respectively As of June 30, 2026 and December 31, 2025, there was $ 96 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).

2 unchanged sentences

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.

Total expenses incurred for the three months ended June 30, 2026 and 2025 were $ 28 thousand and $ 46 thousand, respectively, which is recorded in research and development in the statement of operations and comprehensive loss.

Total expenses incurred for the six months ended June 30, 2026 and 2025 were $ 120 thousand and $ 46 thousand, respectively, which is recorded in research and development in the statement of operations and comprehensive loss.

As of June 30, 2026 and December 31, 2025, there was $ 73 thousand and $ 23 thousand due to Rush, respectively, which is recorded in accrued expenses – related party in the balance sheet.

Of the $ 10.0 million investment related to the May 2026 financing, Mstone and Young Poong Pharmaceutical Co., Ltd., who both have greater than 5 % ownership in the Company, invested $ 360 thousand and $ 800 thousand, respectively (See Note 4).

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 has evaluated all events subsequent to June 30, 2026 through August 13, 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.

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

What changed 10-Q

Item 1. Financial Statements