What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 124 added, 94 removed, 430 unchanged (34% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

6 unchanged sentences

Operating lease right-of-use assets 1,001 92

Internal-use software 773 —

Other assets 643 —

Total assets $ 1,390,102 $ 937,907

9 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized and no shares issued or outstanding as of March 31, 2026 and December 31, 2025

10,000,000 shares authorized and no shares issued or outstanding as of June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

150,000,000 shares authorized;

27,859,514 shares issued and outstanding as of March 31, 2026, and 25,195,092 shares issued and outstanding as of December 31, 2025

27,916,593 shares issued and outstanding as of June 30, 2026, and 25,195,092 shares issued and outstanding as of December 31, 2025

Additional paid-in capital 2,659,990 2,017,566

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating expenses:

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 83,720 ) $ ( 71,127 ) $ ( 176,281 ) $ ( 140,423 )

Change in unrealized (loss) gain on marketable securities, net of tax ( 2,157 ) 5

Change in unrealized loss on marketable securities, net of tax ( 1,078 ) ( 264 ) ( 3,235 ) ( 259 )

Comprehensive loss $ ( 84,798 ) $ ( 71,391 ) $ ( 179,516 ) $ ( 140,682 )

19 unchanged sentences

Balance at March 31, 2026 27,859,514 $ 15 $ 2,644,109 $ ( 1,232,569 ) $ ( 1,594 ) $ 1,409,961

Stock-based compensation expense — — 11,309 — — 11,309

Issuance of common stock under employee stock purchase plan 4,817 — 809 — — 809

Vesting of restricted stock units 4,400 — — — — —

Shares withheld for taxes for vesting of restricted stock units ( 1,098 ) — ( 310 ) — — ( 310 )

Issuance of common stock upon exercise of stock options 48,960 — 4,073 — — 4,073

Change in unrealized loss on marketable securities, net of tax — — — — ( 1,078 ) ( 1,078 )

Net loss — — — ( 83,720 ) — ( 83,720 )

Balance at June 30, 2026 27,916,593 $ 15 $ 2,659,990 $ ( 1,316,289 ) $ ( 2,672 ) $ 1,341,044

Common Stock Additional

1 unchanged sentence

Deficit Accumulated Other

Comprehensive Gain (Loss) Total

Comprehensive Gain Total

Stockholders’

11 unchanged sentences

Balance at March 31, 2025 20,341,917 $ 14 $ 1,344,577 $ ( 906,036 ) $ 659 $ 439,214

Balance at Stock-based compensation expense — — 7,770 — — 7,770

Issuance of common stock from at-the-market offerings, net of commission costs of $ 579

657,477 — 28,360 — — 28,360

Balance at Issuance of common stock from exercise of pre-funded warrants 26,509 — — — — —

Balance at Issuance of common stock under employee stock purchase plan 9,319 — 294 — — 294

Balance at Vesting of restricted stock units 5,860 — — — — —

Balance at Shares withheld for taxes for vesting of restricted stock units ( 608 ) — ( 23 ) — — ( 23 )

Balance at Change in unrealized gain on marketable securities, net of tax — — — — ( 264 ) ( 264 )

Balance at Net loss — — — ( 71,127 ) — ( 71,127 )

Balance at June 30, 2025 21,040,474 $ 14 $ 1,380,978 $ ( 977,163 ) $ 395 $ 404,224

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

13 unchanged sentences

Cash flows from investing activities:

Capitalized internal-use software costs ( 773 ) —

Purchases of property and equipment ( 307 ) ( 56 )

6 unchanged sentences

Payments of tax withholdings related to vesting of restricted stock units ( 13,233 ) ( 1,218 )

Proceeds from exercise of stock options 1,119 560

Proceeds from exercise of stock options and employee stock purchase plan purchases 6,001 854

Net cash provided by financing activities 614,003 82,899

7 unchanged sentences

Supplemental disclosures of non-cash activities:

Purchase of property and equipment included in accrued expenses $ — $ 64

Purchase of property and equipment included in accrued expenses and accounts payable $ 110 $ 64

Right-of-use assets obtained in exchange for lease obligations $ 1,425 $ —

Removal of right-of-use assets in connection with lease termination $ 4,086 $ —

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

10 unchanged sentences

The Company's platforms utilize a deliberate, pragmatic and patient-guided approach, leveraging a suite of translational tools, including novel transgenic and predictive translational animal models and electrophysiology markers, to enable an efficient path to proof-of-concept in patients.

Through this approach, the Company has established a diversified, multimodal CNS portfolio with four clinical-stage product candidates across movement disorders and epilepsy.

Through this approach, the Company has established a diversified, multimodal CNS portfolio with four late-stage product candidates across movement disorders and epilepsy.

Praxis was incorporated in 2015 and commenced operations in 2016.

The Company has funded its operations primarily with proceeds from the issuance of redeemable convertible preferred stock, from the sale of common stock through an initial public offering, at-the-market offerings under its shelf registration statement, and follow-on public offerings of common stock and pre-funded warrants to purchase common stock.

From inception through March 31, 2026, the Company raised $ 2.4 billion in aggregate cash proceeds from these transactions, net of issuance costs.

From inception through June 30, 2026, the Company raised $ 2.4 billion in aggregate cash proceeds from these transactions, net of issuance costs.

The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations.

3 unchanged sentences

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued.

The Company has incurred recurring losses since its inception, including a net loss of $ 92.6 million for the three months ended March 31, 2026.

In addition, as of March 31, 2026, the Company had an accumulated deficit of $ 1.2 billion.

The Company has incurred recurring losses since its inception, including a net loss of $ 176.3 million for the six months ended June 30, 2026.

In addition, as of June 30, 2026, the Company had an accumulated deficit of $ 1.3 billion.

The Company expects to continue to generate operating losses for the foreseeable future.

The Company expects that its cash, cash equivalents and marketable securities as of March 31, 2026 of $ 1.4 billion will be sufficient to fund its operating expenditures and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these condensed

The Company expects that its cash, cash equivalents and marketable securities as of June 30, 2026 of $ 1.4 billion will be sufficient to fund its operating expenditures and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these condensed

consolidated financial statements.

6 unchanged sentences

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and ASUs of the FASB.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2026 are consistent with those discussed in Note 2 to the consolidated financial statements included in the Company's 2025 Annual Report on Form 10-K, other than as noted below.

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2026 are consistent with those discussed in Note 2 to the consolidated financial statements included in the Company's 2025 Annual Report on Form 10-K, other than as noted below.

Unaudited Interim Condensed Consolidated Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2026, the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025 and the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025 are unaudited.

The unaudited interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2026, the results of its operations for the three months ended March 31, 2026 and 2025 and its cash flows for the three months ended March 31, 2026 and 2025.

Financial statement disclosures for the three months ended March 31, 2026 and 2025 are condensed and do not include all disclosures required for an annual set of financial statements in accordance with GAAP.

The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ended December 31, 2026, any other interim periods, or any future year or period.

The accompanying unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements, and in the opinion of management reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of June 30, 2026, the results of its operations for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025.

Financial statement disclosures for the three and six months ended June 30, 2026 and 2025 are condensed and do not include all disclosures required for an annual set of financial statements in accordance with GAAP.

The results for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ended December 31, 2026, any other interim periods, or any future year or period.

Use of Estimates

11 unchanged sentences

The Company determines the classification for its warrants at the time of issuance and updates its assessment, as necessary.

Warrants that meet

all of the criteria for equity classification are recorded as a component of additional paid-in capital.

Warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in capital.

Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period.

The calculation of weighted average number of common shares outstanding excludes shares of restricted common stock that are not vested but includes shares of common stock underlying pre-funded warrants.

Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, after giving consideration to the dilutive effect of potentially dilutive common shares.

For purposes of this calculation, outstanding options to purchase shares of common stock, unvested shares of restricted common stock and potential shares issuable under the 2020 ESPP are considered potentially dilutive common shares.

The Company has generated a net loss in all periods presented so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive.

Performance Stock Units

1 unchanged sentence

If the Company concludes that vesting is probable, expense is recognized over the requisite service period.

Internal-Use Software & Cloud Computing Arrangements

The Company capitalizes certain costs incurred in developing or obtaining internal-use software in accordance with ASC 350-40, Internal-Use Software , including costs related to cloud computing arrangements hosted by a third-party vendor and accounted for as service contracts.

The Company capitalizes costs incurred to develop or obtain internal-use software once management has authorized and committed to funding the project, and it is probable the project will be completed, and the software will be used to perform the function intended.

Capitalizable costs include external direct costs of materials and services used in developing and implementing the software, payroll and payroll-related costs for employees directly associated with the project.

Costs associated with training, data conversion, and post-implementation activities are expensed as incurred.

As of June 30, 2026, the Company had capitalized internal-use software costs of $ 0.8 million, which are included in internal-use software on the consolidated balance sheets.

Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of the software, typically two to five years.

Amortization expense related to these costs will be presented within depreciation expense which is presented within operating expenses within the consolidated statement of operations.

No amortization expense has been recorded as of June 30, 2026.

As of June 30, 2026, the Company had capitalized cloud computing implementation costs of $ 0.9 million, of which $ 0.3 million is classified as current and included in prepaid expenses and other current assets, and $ 0.6 million is classified as noncurrent and included in other assets on the consolidated balance sheets.

These costs are amortized on a straight-line basis over the term of the associated hosting arrangement, including reasonably certain renewal periods, beginning when the module or component of the hosting arrangement is ready for its intended use, typically two to five years.

Amortization expense related to these costs will be presented in the same line item in the consolidated statement of operations as the fees associated with the hosting arrangement.

No amortization expense has been recorded as of June 30, 2026.

Cash flows associated with these implementation costs are classified within operating activities in the consolidated statements of cash flows, consistent with the classification of the related hosting fees.

The Company evaluates capitalized costs for impairment consistent with its policy for long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company did not record any impairment during the three and six months ended June 30, 2026.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03"), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update, or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In September 2025, the FASB issued ASU No.

4 unchanged sentences

The amendments in this update can be applied using a prospective, retrospective, or modified transition approach.

The Company does not expect the adoption of ASU 2025-06 to have a material impact on its consolidated financial statements.

The Company early adopted the standard on January 1, 2026 using a prospective transition approach.

The adoption of this standard did not have a material impact on the Company's financial statements.

Refer to Note 2 for accounting treatment and impact on the Company's condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

5 unchanged sentences

Cash Equivalents and Marketable Securities

The following is a summary of the Company's investment portfolio as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

The following is a summary of the Company's investment portfolio as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Gross Unrealized Estimated

25 unchanged sentences

Total cash equivalents and marketable securities $ 770,494 $ 614 $ ( 51 ) $ 771,057

As of March 31, 2026, the Company had 178 securities with a total fair market value of $ 763.2 million in an unrealized loss position.

As of June 30, 2026, the Company had 180 securities with a total fair market value of $ 793.8 million in an unrealized loss position.

The Company believes that any unrealized losses associated with the decline in value of its securities is temporary and primarily related to the change in market interest rates since purchase, and believes that it is more likely than not that it will be able to hold its debt securities to maturity.

1 unchanged sentence

Contractual maturities of the marketable securities at each balance sheet date are as follows (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Within one year $ 283,790 $ 242,002

2 unchanged sentences

Securities are evaluated for impairment at the end of each reporting period.

The Company did not record any impairment related to its available-for-sale securities during the three months ended March 31, 2026 and 2025.

The Company did not record any impairment related to its available-for-sale securities during the three and six months ended June 30, 2026 and 2025.

Fair Value Measurements

5 unchanged sentences

Prices or valuation techniques that require inputs that are both significant to the valuation of the asset and unobservable.

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of June 30, 2026 and December 31, 2025 (in thousands):

As of June 30, 2026

Level 1 Level 2 Level 3 Total

19 unchanged sentences

Accrued expenses consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued external research and development expenses $ 18,925 $ 14,291

4 unchanged sentences

In May 2021, the Company entered into a sublease agreement for office space located in Boston, Massachusetts that expired on January 31, 2026.

The Company issued a letter of credit to the landlord related to the security deposit, secured by restricted cash, which is reflected within prepaid expenses and other current assets on the accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

In September 2025, the Company entered into a license agreement for its existing office space which commenced on

March 1, 2026 and expires on March 31, 2027, with no option to renew or terminate early.

At commencement, the Company recorded an operating lease right-of-use asset and operating lease liability of $ 1.4 million, which are reflected within the accompanying condensed consolidated balance sheet as of March 31, 2026.

During the three months ended June 30, 2026, following the expiration of a required holding period, the letter of credit was released and the associated collateral cash was reclassified from restricted cash to cash and cash equivalents.

In September 2025, the Company entered into a license agreement for its existing office space which commenced on March 1, 2026 and expires on March 31, 2027, with no option to renew or terminate early.

This license agreement qualifies as an operating lease.

2 unchanged sentences

In December 2022, the Company entered into an Option and License Agreement (“the Collaboration Agreement”) with UCB Biopharma SRL (“UCB”) for the discovery of small molecule therapeutics as potential treatments of KCNT1-related epilepsies.

Under the terms of the Collaboration Agreement, the Company has agreed to perform general biology-related research services as part of a mutually agreed upon research plan in exchange for a $ 5.0 million upfront payment.

In addition, the Company provided UCB an exclusive option to in-license global development and commercialization rights to any resulting KCNT1 small molecule development candidate identified as part of the research plan.

If UCB exercises its option to in-license global development and commercialization rights, the Collaboration Agreement stipulates that UCB will assume research, development, manufacturing and commercialization responsibilities and costs.

Under the terms of the Collaboration Agreement, the Company was eligible to receive an option fee and future success-based development and commercialization milestone payments, totaling up to $ 98.5 million, in addition to tiered royalties on net sales of any resulting products from the Collaboration Agreement.

The Company concluded that UCB is a customer, and as such, the arrangement falls within the scope of Topic 606.

At the commencement of the Collaboration Agreement, the Company identified one performance obligation, which was to perform the research services for UCB.

The Company determined the transaction price to be $ 5.0 million, comprised of the upfront payment it received.

The option provided to UCB was determined not to be a material right.

The Company recognized revenue for its research services performance obligation over time using an input method over the duration of the research services.

In December 2024, UCB exercised its option to in-license global development and commercialization rights for a KCNT1 development candidate as part of the Collaboration Agreement.

Upon notice of the exercise, the Company recognized the $ 6.0 million option exercise fee and the $ 2.6 million of remaining collaboration revenue associated with the $ 5.0 million up front payment as collaboration revenue within the December 31, 2024 consolidated statement of operations, as the Company had no further research service obligations under the terms of the Collaboration Agreement.

Accordingly, the Company did not recognize any collaboration revenue associated with this Collaboration Agreement during the three months ended March 31, 2026 or March 31, 2025.

As of March 31, 2026, there was no deferred revenue recorded in the condensed consolidated balance sheet.

Effective May 31, 2026, the Collaboration Agreement terminated and the Company regained full global development and commercialization rights to its KCNT1 program.

Neither party has any further rights or obligations under the Collaboration Agreement, including with respect to option fees, milestone payments and royalties, and no termination payment was due to or from either party.

Tenacia Collaboration and License Agreement

14 unchanged sentences

(i) $ 10.0 million gross proceeds from the sale of common stock under the Stock Purchase Agreement and (ii) $ 4.8 million, net of tax, related to the up-front payment under the Tenacia License Agreement, both of which were received in January 2024.

During the three months ended March 31, 2026, the Company had not achieved any development or sales milestones or earned any royalties under the Tenacia License Agreement.

During the three and six months ended June 30, 2026 and 2025, the Company had not achieved any development or sales milestones or earned any royalties under the Tenacia License Agreement.

The Company recorded the common stock sold to BCPE at its issuance date fair value of $ 38.95 per share, or $ 17.3 million in the aggregate, which exceeded the proceeds received which were calculated based on the 20 % premium over the prior 30-day volume-weighted average price.

3 unchanged sentences

For agreements where the licenses are considered separate performance obligations or represent the only performance obligation, the Company recognizes revenue at the point in time that the Company effectively grants the license, as the licenses or assignments represent functional intellectual property.

As of March 31, 2026, the Company did not have any receivables or deferred revenue related to the arrangement with Tenacia.

The Company did not recognize any contract assets related to costs to obtain a contract with a customer or costs to fulfill a contract with a customer through March 31, 2026 because no qualifying costs were incurred.

During the three months ended March 31, 2026 and March 31, 2025, the Company did not recognize any revenue associated with the combined arrangement.

As of June 30, 2026, the Company did not have any material receivables, included within other current assets and prepaid expenses on the consolidated balance sheets, and had no deferred revenue related to the arrangement with Tenacia.

The Company did not recognize any contract assets related to costs to obtain a contract with a customer or costs to fulfill a contract with a customer through June 30, 2026 because no qualifying costs were incurred.

During three and six months ended June 30, 2026 and 2025, the Company did not recognize any revenue associated with the combined arrangement.

Common Stock and Preferred Stock

As of March 31, 2026 and December 31, 2025, the authorized capital stock of the Company included 150,000,000 shares of common stock, $ 0.0001 par value.

As of March 31, 2026 and December 31, 2025, the Company did no t hold any treasury shares.

As of June 30, 2026 and December 31, 2025, the authorized capital stock of the Company included 150,000,000 shares of common stock, $ 0.0001 par value.

As of June 30, 2026 and December 31, 2025, the Company did no t hold any treasury shares.

Follow-On Public Offerings

9 unchanged sentences

The pre-funded warrants may be settled through either physical or net share settlement.

Following the occurrence of certain fundamental transactions, the holders of the pre-funded warrants have the right to receive upon exercise of the warrants the same amount and kind of

securities, cash, or property as they would have been entitled to receive if they had been holders of the common shares issuable under the warrants immediately prior to such transaction.

During the year ended December 31, 2025, 200,355 pre-funded warrants were exercised via cashless exercise, resulting in 200,349 shares of common stock issued.

Following the occurrence of certain fundamental transactions, the holders of the pre-funded warrants have the right to receive upon exercise of the warrants the same amount and kind of securities, cash, or property as they would have been entitled to receive if they had been holders of the common shares issuable under the warrants immediately prior to such transaction.

During the year ended December 31, 2025, 200,355 pre-funded warrants were exercised via cashless exercise, resulting in 200,349 shares of common

stock issued.

No cash proceeds associated with the exercise were received by the Company.

As of December 31, 2025, a total of 704,225 pre-funded warrants associated with this offering remained outstanding.

During the three months ended March 31, 2026, no pre-funded warrants were exercised.

As of March 31, 2026, a total of 704,225 pre-funded warrants associated with this offering remained outstanding.

During the six months ended June 30, 2026, no pre-funded warrants were exercised.

As of June 30, 2026, a total of 704,225 pre-funded warrants associated with this offering remained outstanding.

April 2024 Public Offering

9 unchanged sentences

Following the occurrence of certain fundamental transactions, the holders of the pre-funded warrants have the right to receive upon exercise of the warrants the same amount and kind of securities, cash or property as they would have been entitled to receive if they had been holders of the common shares issuable under the warrants immediately prior to such transaction.

As of March 31, 2026, none of the pre-funded warrants had been exercised and all remained outstanding.

As of June 30, 2026, none of the pre-funded warrants had been exercised and all remained outstanding.

October 2025 Public Offering

9 unchanged sentences

As of March 31, 2026, none of the pre-funded warrants had been exercised and all remained outstanding.

As of June 30, 2026, none of the pre-funded warrants had been exercised and all remained outstanding.

The Company determined that the pre-funded warrants related to the January 2024, April 2024, and October 2025 public offerings are freestanding financial instruments because they are both legally detachable and separately exercisable from the common stock sold in the offering.

As such, the Company evaluated the pre-funded warrants to determine whether they represent instruments that require liability classification pursuant to the guidance in ASC 480.

However, the Company concluded that the pre-funded warrants are not a liability within the

scope of ASC 480 due to their characteristics.

However, the Company concluded that the pre-funded warrants are not a liability within the scope of ASC 480 due to their characteristics.

Further, the Company determined that the pre-funded warrants do not meet the definition of a derivative under ASC 815 because they do not meet the criteria regarding no or little initial net investment.

Accordingly, the Company assessed the pre-funded warrants relative to the guidance in ASC No.

Accordingly, the Company assessed the pre-funded warrants relative to the guidance in ASC

815-40, Contracts in Entity’s Own Equity , to determine the appropriate treatment.

17 unchanged sentences

Preferred Stock

As of March 31, 2026 and December 31, 2025, the authorized capital stock of the Company included 10,000,000 shares of undesignated preferred stock, $ 0.0001 par value.

As of June 30, 2026 and December 31, 2025, the authorized capital stock of the Company included 10,000,000 shares of undesignated preferred stock, $ 0.0001 par value.

Stock-Based Compensation

3 unchanged sentences

In January 2025, the number of shares of common stock authorized for issuance under the Inducement Plan was increased by 870,000 shares.

The total number of shares of common stock authorized for issuance under the Inducement Plan as of March 31, 2026 and December 31, 2025 was 1,000,000 shares.

The total number of shares of common stock authorized for issuance under the Inducement Plan as of June 30, 2026 and December 31, 2025 was 1,000,000 shares.

2020 Stock Option and Incentive Plan

The total number of shares of common stock authorized for issuance under the 2020 Stock Option and Incentive Plan (the "2020 Plan”) as of March 31, 2026 and December 31, 2025 was 4,201,704 shares and 2,941,950 shares, respectively.

The total number of shares of common stock authorized for issuance under the 2020 Stock Option and Incentive Plan (the "2020 Plan”) as of June 30, 2026 and December 31, 2025 was 4,201,704 shares and 2,941,950 shares, respectively.

2017 Stock Incentive Plan

The total number of shares of common stock authorized for issuance under the 2017 Stock Incentive Plan (the "2017 Plan") as of March 31, 2026 and December 31, 2025 was 395,850 shares.

Any authorization to issue new

options under the 2017 Plan was cancelled upon the effectiveness of the 2020 Plan and no further awards will be granted under the 2017 Plan.

The total number of shares of common stock authorized for issuance under the 2017 Stock Incentive Plan (the "2017 Plan") as of June 30, 2026 and December 31, 2025 was 395,850 shares.

Any authorization to issue new options under the 2017 Plan was cancelled upon the effectiveness of the 2020 Plan and no further awards will be granted under the 2017 Plan.

2020 Employee Stock Purchase Plan

The total number of shares of common stock authorized for issuance under the 2020 Employee Stock Purchase Plan (the "2020 ESPP”) as of March 31, 2026 and December 31, 2025 was 621,318 shares and 369,368 shares, respectively.

The total number of shares of common stock authorized for issuance under the 2020 Employee Stock Purchase Plan (the "2020 ESPP”) as of June 30, 2026 and December 31, 2025 was 621,318 shares and 369,368 shares, respectively.

Restricted Stock Units

5 unchanged sentences

Forfeited ( 19,754 ) 118.59

Unvested as of March 31, 2026 504,376 $ 128.64

As of March 31, 2026, total unrecognized compensation cost related to unvested restricted stock units was $ 60.4 million, which is expected to be recognized over a weighted-average period of 3.43 years.

Unvested as of June 30, 2026 522,990 $ 136.28

As of June 30, 2026, total unrecognized compensation cost related to unvested restricted stock units was $ 62.1 million, which is expected to be recognized over a weighted-average period of 3.16 years.

Performance Stock Units

9 unchanged sentences

Forfeited — —

Unvested as of March 31, 2026 131,802 $ 294.38

Unvested as of June 30, 2026 131,802 $ 294.38

(a) The number of shares issued during the period is the maximum amount of shares that could be payable under the terms of the PSU agreement.

As of March 31, 2026, total unrecognized compensation cost related to unvested PSUs that were determined to be probable of achievement was $ 24.1 million, which is expected to be recognized over a weighted-average period of 0.85 years.

As of June 30, 2026, total unrecognized compensation costs related to unvested PSUs that were determined to be probable of achievement was $ 8.2 million, which is expected to be recognized over a weighted-average period of 0.54 years.

Stock Options

10 unchanged sentences

Cancelled or Forfeited ( 6,823 ) 81.11

Outstanding as of March 31, 2026 1,946,616 $ 101.08 7.59 $ 454,075

Exercisable as of March 31, 2026 1,236,855 $ 107.19 7.03 $ 289,586

Vested and expected to vest as of March 31, 2026 1,946,616 $ 101.08 7.59 $ 454,075

Outstanding as of June 30, 2026 1,905,404 $ 102.19 7.38 $ 466,138

Exercisable as of June 30, 2026 1,285,374 $ 104.01 6.91 $ 319,584

Vested and expected to vest as of June 30, 2026 1,905,404 $ 102.19 7.38 $ 466,138

Valuation of Stock Options

The weighted-average assumptions that the Company used in the Black-Scholes option pricing model to determine the grant-date fair value of stock options granted to employees and non-employees on the date of grant were as follows for the three months ended March 31, 2026:

Three Months Ended

June 30, Six Months Ended June 30,

Risk-free interest rate 4.26 % 3.87 %

3 unchanged sentences

Weighted average grant-date fair value per share $ 187.94 $ 207.72

As of March 31, 2026, total unrecognized compensation cost related to unvested stock options was $ 46.4 million, which is expected to be recognized over a weighted-average period of 2.52 years.

As of June 30, 2026, total unrecognized compensation cost related to unvested stock options was $ 42.5 million, which is expected to be recognized over a weighted-average period of 2.32 years.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended June 30,

2026 2025 2026 2025

Research and development $ 3,915 $ 3,230 $ 9,428 $ 7,010

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

2026 2025 2026 2025

Outstanding stock options 1,905,404 2,102,627 1,905,404 2,102,627

2 unchanged sentences

2,564,063 2,634,163 2,564,063 2,634,163

Common shares issuable upon exercise of the pre-funded warrants that were sold in connection with the January 2024, April 2024, and October 2025 underwritten public offerings are included in the calculation of basic weighted average number of common shares outstanding for the three months ended March 31, 2026 and 2025.

Consistent with the guidance in ASC 260-10-45-13, the underlying common shares are issuable for little to no consideration and there are no vesting conditions or contingencies associated with the warrants.

15 unchanged sentences

The majority of the Company's long-lived assets are held in the United States.

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

The following table presents selected financial information about the Company's single operating segment for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended

June 30, Six Months Ended June 30,

2026 2025 2026 2025

Program-specific expenses:

8 unchanged sentences

Other segment expenses (a)

12,851 6,753 24,940 15,129

Other income, net 13,184 4,940 26,483 10,372

5 unchanged sentences

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