What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-12 · 126 added, 93 removed, 413 unchanged (35% of the section changed)

29 unchanged sentences

600,000,000 shares authorized;

5,782,536 shares issued and outstanding at March 31, 2026;

6,580,149 shares issued and outstanding at June 30, 2026;

4,530,641 shares issued and outstanding at December 31, 2025

7 unchanged sentences

(In thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Collaboration and license revenue

5 unchanged sentences

Loss from operations

Other income, net

Other income (expense), net

Change in fair value of common stock warrant liabilities

Other income, net

Total other income, net

Other income (expense), net

Total other income (expense), net

Net loss and comprehensive loss

4 unchanged sentences

Condensed Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2026 and 2025

For the three months ended June 30, 2026 and 2025

(In thousands, except share data)

Stockholders'

Balance at March 31, 2026

Issuance of common stock in connection with at-the-market offerings, net of issuance costs

Issuance of common stock in connection with the exercise of prefunded warrants

Issuance of common stock under employee stock purchase plan

Exercise of stock options

Stock-based compensation expense

Balance at June 30, 2026

Stockholders'

Balance at March 31, 2025

Issuance of prefunded warrants in connection with a follow-on public offering, net of issuance costs

Issuance of common stock under employee stock purchase plan

Exercise of stock options

Stock-based compensation expense

Balance at June 30, 2025

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

XILIO THERAPEUTICS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

For the six months ended June 30, 2026 and 2025

(In thousands, except share data)

Stockholders'

Balance at December 31, 2025

2 unchanged sentences

Issuance of common stock in connection with the exercise of prefunded warrants

Issuance of common stock in connection with at-the-market offerings, net of issuance costs

Issuance of common stock under employee stock purchase plan

Vesting of restricted stock units

1 unchanged sentence

Stock-based compensation expense

Balance at March 31, 2026

Balance at June 30, 2026

Stockholders'

Balance at December 31, 2024

Issuance of prefunded warrants in connection with a follow-on public offering, net of issuance costs

Issuance of common stock in connection with the AbbVie stock purchase agreement, net of issuance costs

Issuance of common stock in connection with at-the-market offerings, net of issuance costs

Issuance of common stock under employee stock purchase plan

Vesting of restricted stock units

1 unchanged sentence

Stock-based compensation expense

Balance at March 31, 2025

Balance at June 30, 2025

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

3 unchanged sentences

Change in fair value of common stock warrant liabilities

Issuance costs allocated to common stock warrant liabilities

Changes in operating assets and liabilities:

10 unchanged sentences

Proceeds from issuance of prefunded warrants in connection with a follow-on offering, net of issuance costs

Proceeds from issuance of common stock in connection with the AbbVie stock purchase agreement, net of issuance costs

Proceeds from issuance of common stock in connection with at-the-market offerings, net of issuance costs

Proceeds from issuance of prefunded warrants and common stock warrants in connection with a follow-on offering, net of issuance costs

Proceeds from issuance of common stock in connection with the AbbVie stock purchase agreement, net of issuance costs

Proceeds from issuance of common stock under employee stock purchase plan

Proceeds from exercise of stock options

1 unchanged sentence

Net cash provided by financing activities

Increase in cash, cash equivalents and restricted cash

(Decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

16 unchanged sentences

Since its inception, the Company has devoted substantially all of its financial resources and efforts to research and development activities.

As of March 31, 2026, the Company had an accumulated deficit of $ 428.3 million and has incurred significant operating losses, including net losses of $ 9.5 million and $ 13.3 million for the three months ended March 31, 2026 and 2025, respectively.

As of June 30, 2026, the Company had an accumulated deficit of $ 434.7 million and has incurred significant operating losses, including net losses of $ 15.9 million and $ 29.1 million for the six months ended June 30, 2026 and 2025, respectively.

The Company expects its operating losses and negative operating cash flows to continue for the foreseeable future as it continues to advance its product candidates through clinical trials, maintains the infrastructure necessary to support these activities and continues to incur costs associated with operating as a public company.

As of March 31, 2026, the Company had cash and cash equivalents of $ 150.3 million.

Based on its current operating plans, the Company anticipates that its existing cash and cash equivalents as of March 31, 2026 will be sufficient to enable it to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of the issuance of these condensed consolidated financial statements.

As of June 30, 2026, the Company had cash and cash equivalents of $ 136.0 million.

Based on its current operating plans, the Company anticipates that its existing cash and cash equivalents as of June 30, 2026 will be sufficient to enable it to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of the issuance of these condensed consolidated financial statements.

However, the Company has based its estimates on assumptions that may prove to be wrong.

11 unchanged sentences

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements.

In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of March 31, 2026 and the results of its operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025.

In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of June 30, 2026 and the results of its operations for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025.

Such adjustments are of a normal and recurring nature.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or for any future period.

The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026 or for any future period.

On March 13, 2026, the Company effected a reverse stock split of its common stock at a ratio of 1-for-14.

36 unchanged sentences

Fair Value Measurements

Liabilities measured at fair value on a recurring basis consist of the following as of March 31, 2026:

Liabilities measured at fair value on a recurring basis consist of the following as of June 30, 2026:

Financial liabilities:

1 unchanged sentence

Series C warrants to purchase common stock

Total financial liabilities at March 31, 2026

Total financial liabilities at June 30, 2026

Liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2025:

6 unchanged sentences

The Black-Scholes pricing model and the Monte Carlo simulation model assumptions include the warrant exercise price, the expected term of the warrant, the current price of the Company’s common stock, expected volatility, the risk-free interest rate for the expected term of the warrant and expected dividend yield.

The Monte Carlo simulation assumptions also include the potential impacts of the warrant strike price reset features.

The following assumptions were used in determining the fair value of the Company’s common stock warrant liabilities as of March 31, 2026 and December 31, 2025:

The Monte Carlo simulation assumptions also include the potential impacts of the warrant strike price reset feature in the Series C warrants.

The following assumptions were used in determining the fair value of the Company’s common stock warrant liabilities as of June 30, 2026 and December 31, 2025:

Closing price of common stock

8 unchanged sentences

Change in fair value of common stock warrant liabilities

Balance at March 31, 2026

Balance at June 30, 2026

Property and Equipment, Net

Property and equipment, net consists of the following as of March 31, 2026 and December 31, 2025:

Property and equipment, net consists of the following as of June 30, 2026 and December 31, 2025:

Laboratory equipment

5 unchanged sentences

Property and equipment, net

The Company recognized depreciation and amortization expense related to property and equipment of $ 0.3 million and $ 0.5 million for the three months ended March 31, 2026 and 2025, respectively .

The Company recognized depreciation and amortization expense related to property and equipment of $ 0.3 million and $ 0.4 million for the three months ended June 30, 2026 and 2025, respectively.

The Company recognized depreciation and amortization expense related to property and equipment of $ 0.7 million and $ 0.9 million for the six months ended June 30, 2026 and 2025 , respectively.

Accrued Expenses

Accrued expenses consist of the following as of March 31, 2026 and December 31, 2025:

Accrued expenses consist of the following as of June 30, 2026 and December 31, 2025:

External research and development

15 unchanged sentences

in a private placement at a purchase price of $ 32.20 per share for an aggregate purchase price of $ 10.0 million.

As of March 31, 2026 , the Company has received $ 57.0 million in payments under the AbbVie agreements, consisting of a $ 42.0 million upfront cash payment under the Collaboration Agreement, $ 10.0 million in gross proceeds from the private placement under the stock purchase agreement and a $ 5.0 million development milestone related to the Collaboration Program, which was recorded as a receivable on the condensed consolidated balance sheet as of December 31, 2025 and was received in the first quarter of 2026.

In the second quarter of 2026, the Company achieved an additional $ 6.0 million development milestone.

T he Company is eligible to receive up to approximately $ 2.1 billion in additional contingent payments under the Collaboration Agreement, consisting of (i) up to $ 305.0 million in aggregate program nomination fees, preclinical development option extension fees and option fees for the Option Programs and (ii) up to $ 1.8 billion in aggregate development, regulatory and sales-based milestones for all Option Programs and the Collaboration Program.

As of June 30, 2026 , the Company has received $ 57.0 million in payments under the AbbVie agreements, consisting of a $ 42.0 million upfront cash payment under the Collaboration Agreement, $ 10.0 million in gross proceeds from the private placement under the stock purchase agreement and a $ 5.0 million development milestone related to the Collaboration Program.

In the second quarter of 2026, the Company achieved an additional $ 6.0 million development milestone related to the Collaboration Program, which was recorded as a receivable on the condensed consolidated balance sheet as of June 30, 2026 and was received in the third quarter of 2026.

The Company is eligible to receive up to approximately $ 2.1 billion in additional contingent payments under the Collaboration Agreement, consisting of (i) up to $ 305.0 million in aggregate program nomination fees, preclinical development option extension fees and option fees for the Option Programs and (ii) up to $ 1.8 billion in aggregate development, regulatory and sales-based milestones for all Option Programs and the Collaboration Program.

In addition, the Company is eligible to receive tiered royalties ranging in the high single digits on annual global net product sales for the Option Program and is eligible to receive tiered royalties ranging in the mid-single digits on annual global net product sales for the Collaboration Program.

19 unchanged sentences

The Company used the most likely amount method to estimate variable consideration.

During the year ended December 31, 2025, the overall transaction price was adjusted to include the achievement of the $ 5.0 million development milestone related to the Collaboration Program in the fourth quarter of 2025.

All additional contingent payments are fully constrained as of March 31, 2026, as the achievement of the milestones underlying such contingent payments is based on either the Company or AbbVie’s ability to execute under the development plan which is not certain at contact inception.

During the year ended December 31, 2025, the overall transaction price was adjusted to include the achievement of a $ 5.0 million development milestone related to the Collaboration Program in the fourth quarter of 2025.

During the three and six months ended June 30, 2026, the overall transaction price was adjusted to include the achievement of a $ 6.0 million development milestone related to the Collaboration Program in the second quarter of 2026.

All additional contingent payments are fully constrained as of June 30, 2026, as the achievement of the milestones underlying such contingent payments is based on either the Company or AbbVie’s ability to execute under the development plan which is not certain at contract inception.

Accordingly, all such contingent payments are excluded from the transaction price.

13 unchanged sentences

The Company measures progress based on the amount of costs incurred relative to the total costs expected to fulfill the combined performance obligation.

In management’s judgment, this input method is the best measure of progress towards satisfying the combined performance obligation and reflects a faithful depiction of the transfer of goods and services.

Revenue associated with the material rights will be recognized upon expiry if the option is not

In management’s judgment, this input method is the best measure of progress towards satisfying the combined performance obligation and reflects a faithful depiction

of the transfer of goods and services.

Revenue associated with the material rights will be recognized upon expiry if the option is not exercised.

If the material right is exercised, the Company will evaluate the performance obligations underlying the option exercised and recognize the amount allocated to the material right and any additional consideration over the appropriate recognition period associated with the underlying performance obligations.

During the three months ended March 31, 2026 and 2025 , the Company recognized collaboration and license revenue of $ 8.0 million and $ 0.7 million, respectively, under the Collaboration Agreement and the stock purchase agreement.

As of March 31, 2026 , the Company recorded deferred revenue of $ 26.0 million, of which $ 16.1 million was recorded as a current liability on the Company’s condensed consolidated balance sheet.

For the three months ended June 30, 2026 and 2025 , the Company recognized collaboration and license revenue of $ 12.7 million and $ 4.8 million, respectively, under the Collaboration Agreement and the stock purchase agreement with AbbVie.

F or the six months ended June 30, 2026 and 2025, t he Company recognized collaboration and license revenue of $ 20.7 million and $ 5.6 million, respectively, under the Collaboration Agreement and the stock purchase agreemen t with AbbVie.

As of June 30, 2026 , the Company recorded deferred revenue of $ 19.3 million, of which $ 9.4 million was recorded as a current liability on the Company’s condensed consolidated balance sheet.

The deferred revenue is expected to be recognized as collaboration and license revenue through at least 2026 depending on (i) the timing of services being provided for the Collaboration Program and the Initial Option Program and (ii) the timing of AbbVie’s exercise or expiration of the material rights.

8 unchanged sentences

The Company has received $ 72.5 million in payments under the Gilead agreements, consisting of the $ 30.0 million upfront cash payment under the License Agreement, $ 25.0 million in gross proceeds from private placements under the stock purchase agreement and a $ 17.5 million development milestone.

As of March 31, 2026 , the Company is eligible to receive up to $ 575.0 million in additional contingent payments, which consist of a $ 75.0 million transition fee if Gilead exercises its option for the IL-12 program and up to $ 500.0 million in specified development, regulatory and sales-based milestones after opt-in.

As of June 30, 2026 , the Company is eligible to receive up to $ 575.0 million in additional contingent payments, which consist of a $ 75.0 million transition fee if Gilead exercises its option for the IL-12 program and up to $ 500.0 million in specified development, regulatory and sales-based milestones after opt-in.

In addition, the Company is eligible to receive tiered royalties ranging from high single digits to mid-teens on annual global net product sales.

6 unchanged sentences

(i) the exclusive licenses granted to Gilead related to the Company’s IL-12 program and (ii) the provision by Xilio Development and its affiliates of development services related to ongoing and planned clinical trials for e farindodekin alfa through an initial Phase 2 clinical trial.

The Company determined that the exclusive license and development services were not capable of being distinct on the basis that the development services to be provided by Xilio Development are specialized in nature, specifically with respect to its specialized expertise related to efarindodekin alfa, the IL-12 program and the Company’s proprietary platform for masked biologics.

proprietary platform for masked biologics.

Accordingly, the Company concluded that there is a single identified combined performance obligation consisting of the exclusive license and the development services.

2 unchanged sentences

During the year ended December 31, 2025, the overall transaction price was adjusted to include the achievement of the $ 17.5 million development milestone in the third quarter of 2025.

All additional contingent payments are fully constrained as of March 31, 2026, as the achievement of the milestones underlying such contingent payments are uncertain and highly susceptible to factors outside of the Company’s control.

All additional contingent payments are fully constrained as of June 30, 2026, as the achievement of the milestones underlying such contingent payments are uncertain and highly susceptible to factors outside of the Company’s control.

Accordingly, all such additional contingent payments are excluded from the transaction price.

5 unchanged sentences

During the three months ended March 31, 2026 and 2025 , the Company recognized collaboration and license revenue of $ 4.7 million and $ 2.2 million, respectively, under the License Agreement and the stock purchase agreement with Gilead.

As of March 31, 2026 , the Company recorded deferred revenue under the License Agreement and the stock purchase agreement of $ 22.0 million, of which $ 15.5 million was recorded as a current liability on the Company’s condensed consolidated balance sheet.

For the three months ended June 30, 2026 and 2025, t he Company recognized collaboration and license revenue of $ 6.0 million and $ 3.3 million, respectively, under the License Agreement and the stock purchase agreement with Gilead .

For the six months ended June 30, 2026 and 2025, t he Company recognized collaboration and license revenue of $ 10.6 million and $ 5.5 million, respectively, under the License Agreement and the stock purchase agreement with Gilead .

As of June 30, 2026 , the Company recorded deferred revenue under the License Agreement and the stock purchase agreement of $ 16.0 million, of which $ 13.2 million was recorded as a current liability on the Company’s condensed consolidated balance sheet.

The deferred revenue is expected to be recognized as collaboration and license revenue through at least 2027 depending on the timing of certain clinical development activities.

3 unchanged sentences

Collaboration and license revenue recognized

Deferred revenue as of March 31, 2026

Deferred revenue as of June 30, 2026

Clinical Trial Collaboration with F.

3 unchanged sentences

Under the clinical supply agreement, the Company is eligible to receive specified cost-sharing payments from Roche.

As of March 31, 2026, the Company has received $ 8.0 million in total cost-sharing payments from Roche.

As of June 30, 2026 , the Company has received $ 8.0 million in total cost-sharing payments from Roche.

The Company is responsible for conducting the Phase 1/2 clinical trial and retains global development and commercialization rights to vilastobart.

The Company concluded that the cost-sharing payments under the clinical supply agreement are not in the scope of ASC 606 because the Company does not consider performing research and development services for reimbursement to be part of its ongoing major or central operations.

Therefore, the Company applied a reasonable, rational, and consistently applied accounting policy election to record the cost-sharing payments under the clinical supply agreement as a reduction of research and development expenses in the condensed consolidated statements of operations and comprehensive loss for the period in which a study development event is achieved.

During the three months ended March 31, 2026, the Company did no t recognize a reduction of research and development expense and during the three months ended March 31, 2025, t he Company recognized a reduction of research and development expense of $ 2.0 million .

consolidated statements of operations and comprehensive loss for the period in which a study development event is achieved.

For each of the three months ended June 30, 2026 and 2025 and for the six months ended June 30, 2026, t he Company did no t recognize a reduction of research and development expenses under the clinical supply agreement .

For the six months ended June 30, 2025, t he Company recognized a reduction of research and development expenses of $ 2.0 million under the clinical supply agreement .

Commitments and Contingencies

4 unchanged sentences

The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement, and management of the leased premises, which it began paying simultaneous with the rent commencement date in March 2020.

As of March 31, 2026 and December 31, 2025 , the Company had a letter of credit for the benefit of its landlord in the amount of $ 1.8 million, collateralized by a money market account, which is recorded as restricted cash on the condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025 , the Company had a letter of credit for the benefit of its landlord in the amount of $ 1.8 million, collateralized by a money market account, which is recorded as restricted cash on the condensed consolidated balance sheets.

Preferred Stock and Common Stock

Undesignated Preferred Stock

As of March 31, 2026 and December 31, 2025 , the Company’s restated certificate of incorporation, as amended, authorizes the Company to issue up to 5,000,000 shares of undesignated preferred stock at $ 0.0001 par value per share.

As of March 31, 2026 and December 31, 2025 , there were no shares of preferred stock issued or outstanding.

As of March 31, 2026 and December 31, 2025, the Company’s restated certificate of incorporation, as amended, authorized the Company to issue up to 600,000,000 shares of common stock, $ 0.0001 par value per share.

As of June 30, 2026 and December 31, 2025 , the Company’s restated certificate of incorporation, as amended, authorizes the Company to issue up to 5,000,000 shares of undesignated preferred stock at $ 0.0001 par value per share.

As of June 30, 2026 and December 31, 2025 , there were no shares of preferred stock issued or outstanding.

As of June 30, 2026 and December 31, 2025 , the Company’s restated certificate of incorporation, as amended, authorized the Company to issue up to 600,000,000 shares of common stock, $ 0.0001 par value per share.

February 2026 Follow-On Offering

3 unchanged sentences

The purchase price of each prefunded warrant was $ 7.4886 .

Each prefunded warrant has an exercise price of $ 0.0014 per share and will be exercisable from the date of issuance until fully exercised, subject to beneficial ownership limitations for each holder.

Each prefunded warrant has an exercise price of $ 0.0014 per share and is exercisable from the date of issuance until fully exercised, subject to beneficial ownership limitations for each holder.

During the three months ended June 30, 2026 , a total of 200,298 prefunded warrants related to the February 2026 follow-on offering were exercised and 5,141,106 prefunded warrants remained outstanding as of June 30, 2026.

June 2025 Follow-On Offering

2 unchanged sentences

The combined public offering price of one prefunded warrant, one Series A warrant, one Series B warrant and one Series C warrant, which were sold together but are immediately separable, was $ 10.4986 , which was equal to the combined offering price of the prefunded warrants, Series A warrants, Series B warrants and Series C warrants, less the $ 0.0014 per share exercise price of the prefunded warrants.

In the event of certain fundamental transactions, each holder of the prefunded warrants and the common stock warrants has the right to receive, upon exercise of such warrant, the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if it had been, immediately prior to such fundamental transaction, the holder of the number of shares of common stock underlying such holder’s warrant without regard to any limitations on exercise contained in such holder’s warrant.

holder of the number of shares of common stock underlying such holder’s warrant without regard to any limitations on exercise contained in such holder’s warrant.

The holders of Series A warrants are alternatively entitled to elect to receive consideration in an amount equal to the Black Scholes value of the unexercised portion of such holder’s Series A warrants and if the fundamental transaction is within the Company’s control, the Series A warrant holders can require the Black Scholes value to be paid in cash.

1 unchanged sentence

Subject to certain specified exceptions, non-dilutive capital includes:

upfront payments under any future collaboration, license or similar

upfront payments under any future collaboration, license or similar agreement;

milestone payments and option fees under any current or future collaboration, license or similar agreement;

13 unchanged sentences

The Company allocated the issuance costs to the financial instruments in a manner consistent with the allocation of the proceeds.

During the three months ended March 31, 2026 , the Company recognized a gain of $ 3.3 million, related to the change in fair value of the common stock warrants, which is recorded as a component of the change in fair value of common stock warrant liabilities on the condensed consolidated statements of operations and comprehensive loss.

For the three months ended June 30, 2026 and 2025, the Company recognized a loss of $ 3.9 million and a loss of less than $ 0.1 million, respectively, related to the change in fair value of the common stock warrants .

For the six months ended June 30, 2026 and 2025, t he Company recognized a loss of $ 0.6 million and a loss of less than $ 0.1 million, respectively, related to the change in fair value of the common stock warrants .

The exercisability of the prefunded warrants and common stock warrants is subject to limitations on exercise.

1 unchanged sentence

However, any holder of any warrant may increase or decrease such percentage to any other percentage not in excess of 19.99 %, provided that any such increase will not be effective until the 61 st day after notice from the holder is delivered to the Company.

During the year ended December 31, 2025, 524,033 prefunded warrants were exercised and 4,238,500 prefunded warrants remain outstanding as of December 31, 2025.

No prefunded warrants were exercised during the three months ended March 31, 2026.

During the year ended December 31, 2025, a total of 524,033 prefunded warrants related to the June 2025 follow-on offering were exercised and 4,238,500 prefunded warrants remained outstanding as of December 31, 2025.

No additional prefunded warrants related to the June 2025 follow-on offering were exercised during the three and six months ended June 30, 2026.

Each Series A warrant became exercisable on December 1, 2025 , with an exercise price of $ 10.50 per share of common stock, and will expire on June 5, 2030.

Through March 31, 2026 , no Series A warrants have been exercised and 4,762,533 Series A warrants remain outstanding.

Through June 30, 2026 , no Series A warrants have been exercised and 4,762,533 Series A warrants remain outstanding.

Each Series B warrant became exercisable on November 1, 2025 and was exercisable through December 31, 2025.

3 unchanged sentences

In addition, 1,319,145 Series C warrants expired according to their terms on December 31, 2025 in connection with the expiration of unexercised Series B warrants, and 3,443,388 of the Series C warrants remained outstanding as of December 31, 2025.

Through March 31, 2026 , no ne of the Series B warrants that were exercised for prefunded warrants in lieu of shares of common stock have been exercised for shares of common stock.

Each remaining Series C warrant will be exercisable on or after June 1, 2026, with an exercise price of $ 10.50 per share of common stock, and will expire on December 2, 2026.

In addition, if the closing sale price of the Company's common stock is below the exercise

price on December 2, 2026, the exercise price will reset to the closing sale price on December 1, 2026 and the expiration time will be extended to December 31, 2026.

Through June 30, 2026 , no ne of the Series B warrants that were exercised for prefunded warrants in lieu of shares of common stock have been exercised for shares of common stock.

Each remaining Series C warrant became exercisable on June 1, 2026, with an exercise price of $ 10.50 per share of common stock, and will expire on December 2, 2026;

provided that, if the closing sale price of the Company's common stock is below the exercise price on December 2, 2026, the exercise price will reset to the closing sale price on December 1, 2026 and the expiration time will be extended to December 31, 2026.

As of June 30, 2026 , no Series C warrants had been exercised and 3,443,388 Series C warrants remained outstanding.

The prefunded warrants and Series A warrants may be exercised for cash or on a net exercise or “cashless” basis, and the Series C warrants may be exercised for cash or on a net exercise or “cashless” basis in the event there is no effective registration statement or prospectus available which covers the Series C warrants and shares of common stock issuable upon exercise of the Series C warrants.

There can be no assurance that any of the warrants that remain outstanding as of March 31, 2026 will be exercised for cash or at all, and it is possible that the common stock warrants may expire without being exercised.

There can be no assurance that any of the warrants that remain outstanding as of June 30, 2026 will be exercised for cash or at all, and it is possible that the common stock warrants may expire without being exercised.

If all of the outstanding Series C warrants are exercised in cash at their current exercise price of $ 10.50 per warrant, the Company will receive up to $ 36.2 million in additional total gross proceeds by the end of 2026, before deducting underwriting discounts and commissions and any offering expenses.

1 unchanged sentence

In March 2025, the Company entered into an “at-the-market” (“ATM”) facility with Leerink Partners, LLC (“Leerink”) pursuant to which the Company could initially issue and sell shares of its common stock from time to time at an aggregate offering price of up to $ 50.0 million through Leerink as sales agent.

In February 2026, the Company filed a prospectus supplement to reduce the amount of common stock it may offer and sell under the ATM facility to an aggregate offering price of up to $ 9.5 million.

The Company did no t issue any shares under the ATM facility during the three months ended March 31, 2026.

In May 2026, the Company filed a prospectus supplement to cover the offering, issuance and sale of up to a maximum of $ 14.5 million of the Company's common stock that may be issued and sold from time to time under the sales agreement with Leerink.

During the three months ended June 30, 2026 , the Company issued and sold 592,300 shares of its common stock pursuant to the sales agreement with Leerink at a weighted average price of $ 7.76 per share for aggregate gross proceeds of $ 4.6 million, before deducting underwriting discounts and commissions and any offering expenses.

Shares Reserved for Future Issuance

Shares of common stock reserved for future issuance consists of the following as of March 31, 2026 and December 31, 2025:

Shares of common stock reserved for future issuance consists of the following as of June 30, 2026 and December 31, 2025:

Stock options and unvested restricted stock units

13 unchanged sentences

The Company initially reserved 469,929 shares of common stock under the 2021 Plan.

The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will be cumulatively increased on January 1 of each calendar year by 5 % of the number of shares of common stock outstanding on such date or such lesser amount determined by the Company’s board of directors.

On January 1, 2026, the number of shares reserved for issuance under the 2021 Plan automatically increased by 226,931 shares.

As of March 31, 2026 , there were 356,869 shares of common stock available for future issuance under the 2021 Plan.

The 2021 Plan initially provided that the number of shares reserved and available for issuance under the 2021 Plan would be cumulatively increased on January 1 of each calendar year by 5 % of the number of shares of common stock outstanding on such date or such lesser amount determined by the Company’s board of directors.

In June 2026, the Company's stockholders approved an amendment to the 2021 Plan (as amended, the “Amended and Restated 2021 Plan” ), which had previously been adopted by the Company's board of directors subject to stockholder approval, to provide that, beginning on January 1, 2027 and continuing for each calendar year through January 1, 2031, the number of shares reserved and available for issuance under the Amended and Restated 2021 Plan will be cumulatively increased on January 1 of each calendar year in an amount equal to 5 % of the sum of (i) the total number of shares of common stock outstanding and (ii) the total number of shares of common stock subject to prefunded warrants issued by the Company and outstanding on such date, or such lesser amount determined by the Company's board of directors.

As of June 30, 2026, there were 354,198 shares of common stock available for future issuance under the Amended and Restated 2021 Plan.

2025 Stock Incentive Plan

9 unchanged sentences

Any Tranche 4 Stock Options that become eligible for vesting will vest in three equal installments with one-third vesting on December 31, 2026 and the remaining two-thirds vesting in equal annual installments on each of the subsequent two anniversaries thereafter.

As of March 31, 2026, there were 21,805 shares of common stock available for future issuance under the 2025 Plan.

As of June 30, 2026 , there were 324,098 shares of common stock available for future issuance under the 2025 Plan.

As of June 30, 2026, the Tranche 2 and Tranche 4 Stock Options contain outstanding performance conditions for which the likelihood of satisfying each of the performance conditions is considered probable.

2022 Inducement Plan

2 unchanged sentences

The Company initially reserved 19,642 shares of the Company’s common stock for issuance under the 2022 Inducement Plan.

T he number of shares reserved for issuance under the 2022 Inducement Plan was increased by 35,714 in both November 2024 and March 2025.

I n January 2026, the number of shares reserved for issuance under the 2022 Inducement Plan increased by an additional 32,485 shares.

As of March 31, 2026 , there were 52,812 shares of common stock available for future issuance under the 2022 Inducement Plan.

The Company's board of directors approved amendments to the 2022 Inducement Plan to increase the number of shares of common stock reserved for issuance under the 2022 Inducement Plan by 35,714 shares in each of November 2024 and March 2025, an additional 32,485 shares in January 2026, and an additional 250,000 shares in June 2026.

As of June 30, 2026 , there were 318,692 shares of common stock available for future issuance under the 2022 Inducement Plan.

2021 Employee Stock Purchase Plan

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On January 1, 2026, the number of shares reserved for issuance under the 2021 ESPP was increased by 41,718 shares.

During each of the three months ended March 31, 2026 and 2025 , the Company did no t issue any shares of common stock under the 2021 ESPP.

As of March 31, 2026 , there were 131,321 shares available for future issuance under the 2021 ESPP.

During the three and six months ended June 30, 2026 and 2025, the Company issued 4,973 and 3,240 shares of common stock, respectively, under the 2021 ESPP .

As of June 30, 2026 , there were 136,294 shares available for future issuance under the 2021 ESPP.

Stock-Based Compensation Expense

During the three months ended March 31, 2026 and 2025, the Company recorded compensation expense related to stock options, restricted stock units and restricted common stock for employees and non-employees and share purchases under the 2021 ESPP for employees, which was allocated as follows in the condensed consolidated statements of operations and comprehensive loss:

Three Months Ended March 31,

During the three and six months ended June 30, 2026 and 2025, the Company recorded compensation expense related to stock options, restricted stock units and restricted common stock for employees and non-employees and share purchases under the 2021 ESPP for employees, which was allocated as follows in the condensed consolidated statements of operations and comprehensive loss:

Three Months Ended June 30,

Six Months Ended June 30,

Research and development expense

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Stock Options

A summary of stock option activity under the Company’s 2020 Plan, 2021 Plan, 2025 Plan and 2022 Inducement Plan is as follows:

A summary of stock option activity under the Company’s 2020 Plan, Amended and Restated 2021 Plan, 2025 Plan and 2022 Inducement Plan is as follows:

Stock Options

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Outstanding as of December 31, 2025

Outstanding as of March 31, 2026 (2)

Exercisable as of March 31, 2026 (2)

Outstanding as of June 30, 2026 (2)

Exercisable as of June 30, 2026 (2)

(1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of the end of the period.

(2) The weighted-average exercise price per share of the options outstanding and exercisable as of March 31, 2026 includes the impact of the stock option repricing described below.

As of March 31, 2026 , the Company had unrecognized stock-based compensation expense of $ 16.7 million related to stock options issued to employees and directors, i ncluding $ 9.8 million of unrecognized stock-based compensation expense related to awards with performance conditions for which the likelihood of satisfying such performance conditions are considered probable, which is expected to be recognized over a weighted-average period of 3.0 years.

Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the three months ended March 31, 2026 and 2025 was $ 6.82 per share and $1 0.36 per share, respectively.

The following assumptions were used in determining the fair value of options granted during the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(2) The weighted-average exercise price per share of the options outstanding and exercisable as of June 30, 2026 includes the impact of the stock option repricing described below.

As of June 30, 2026 , the Company had unrecognized stock-based compensation expense of $ 12.4 million related to stock options issued to employees and directors, i ncluding $ 7.1 million of unrecognized stock-based compensation expense related to awards with performance conditions for which the likelihood of satisfying such performance conditions are considered probable, which is expected to be recognized over a weighted-average period of 2.7 years.

Using the Black-Scholes option pricing model, the weighted average fair value of options granted to employees and directors during the six months ended June 30, 2026 and 2025 was $ 6.50 per share and $ 10.08 per share, respectively.

The following assumptions were used in determining the fair value of options granted during the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Risk-free interest rate

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In October 2025, the Company's board of directors approved a stock option repricing (the “Option Repricing”), which was effective upon stockholder approval on November 21, 2025 (the “Repricing Date”).

The Option Repricing applied to all outstanding options to purchase shares of common stock of the Company granted to employees under the Company’s 2020 Plan, 2021 Plan and 2022 Inducement Plan with an exercise price greater than $ 21.00 for members of the Company's executive team and $ 14.00 for all other employees (the “underwater options”) with grant dates prior to January 1, 2025 (the “Eligible Options”).

The Option Repricing applied to all outstanding options to purchase shares of common stock of the Company granted to employees under the Company’s 2020 Plan, Amended and Restated 2021 Plan and 2022 Inducement Plan with an exercise price greater than $ 21.00 for members of the Company's executive team and $ 14.00 for all other employees (the “underwater options”) with grant dates prior to January 1, 2025 (the “Eligible Options”).

The total number of shares of common stock underlying all Eligible Options was 354,200 .

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The total amount of the incremental compensation expense to be recognized was determined to be $ 0.6 million, which is being recognized over the Retention Period.

Stock Options with Performance Conditions

The Company determined that the Tranche 2, Tranche 3 and Tranche 4 Stock Options contain performance conditions for which the likelihood of satisfying each of the performance conditions is considered probable as of March 31, 2026.

As of March 31, 2026 and December 31, 2025 , no Tranche 2 Stock Options were eligible to vest as there have been no exercises of Series A warrants to date.

Based on the Series B warrants exercised during the year ended December 31, 2025, 412,043 Tranche 3 Stock Options became eligible to vest and will vest in three equal annual installments beginning on December 31, 2025.

On December 31, 2025, 157,875 Tranche 3 Stock Options were cancelled in proportion to the respective amount of unexercised Series B warrants.

The Series C warrants are cancellable to the extent Series B warrants are not exercised or cancelled due to the Company’s receipt of non-dilutive capital.

Therefore, on December 31, 2025, 157,875 Tranche 4 Stock Options were cancelled in proportion to the respective amount of unexercised Series B warrants.

Restricted Stock Units

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Unvested as of December 31, 2025

Unvested as of March 31, 2026

For each of the three months ended March 31, 2026 and 2025 , the Company recognized less than $ 0.1 million of stock-based compensation expense related to these awards.

As of March 31, 2026 , the Company had unrecognized stock-based compensation expense of $ 0.1 million related to these restricted stock units, which is expected to be recognized over 1.7 years.

Unvested as of June 30, 2026

For each of the six months ended June 30, 2026 and 2025 , the Company recognized less than $ 0.1 million of stock-based compensation expense related to these awards.

As of June 30, 2026 , the Company had unrecognized stock-based compensation expense of $ 0.1 million related to these restricted stock units, which is expected to be recognized over 1.5 years.

Net Loss Per Share

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The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation includes prefunded warrants to purchase common stock, as the prefunded warrants are exercisable at any time for nominal cash consideration.

As of March 31, 2026 , 1,059,743 prefunded warrants have been exercised for common stock and 13,307,918 prefunded warrants are outstanding.

As of June 30, 2026 , 1,260,041 prefunded warrants have been exercised for common stock and 13,107,620 prefunded warrants are outstanding.

The following table sets forth the outstanding shares of common stock equivalents, presented based on amounts outstanding at each period end, that were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have been anti-dilutive:

Three Months Ended

Six Months Ended

Unvested restricted stock units

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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