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NextCure, Inc.

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

NXTC$6.27+17.6%Stored close · as of Nov 9, 2026

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Notes to Unaudited Condensed Financial Statements

  1. Nature of the Business

Organization

NextCure, Inc. (“NextCure” the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in September 2015 and is headquartered in Beltsville, Maryland. The Company is a clinical-stage biopharmaceutical company that is focused on advancing innovative medicines that treat cancer patients that do not respond to, or that have disease progression on, current therapies, through the use of targeted therapies including antibody-drug conjugates. The Company focuses on advancing therapies that leverage our core strengths in understanding biological pathways and biomarkers, the interactions of cells, including in the tumor microenvironment, and the role each interaction plays in a biologic response. Since inception, the Company has devoted substantially all of its efforts and financial resources to discovery, research and development activities for the Company’s product candidates, identifying business development opportunities, raising capital and securing intellectual property rights related to the Company’s product candidates.

Reverse Stock Split

On July 14, 2025, the Company effectuated aone-for-twelve (1:12) reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). In connection with the Reverse Stock Split, every twelve shares of the Company’s common stock issued and outstanding as of July 14, 2025 were automatically converted intoone share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split. The Company’s stockholders received the cash value equal to the fraction to which the stockholder would otherwise be entitled, multiplied by the closing price of the common stock, as reported by The Nasdaq Stock Market, LLC (“Nasdaq”), on the last trading day prior to the effective date of the Reverse Stock Split. All share and per share data for all periods presented in the accompanying financial statements and the related disclosures in this Quarterly Report on Form 10-Q have been adjusted retrospectively to reflect the Reverse Stock Split. The number of authorized shares of common stock and the par value per share remains unchanged.

Liquidity

The Company has not generated any revenue to date from product sales and does not expect to generate any revenues from product sales in the foreseeable future. Through March 31, 2026, the Company has funded its operations primarily with proceeds from public offerings of its common stock and private placements of its common and preferred stock. The Company expects to incur additional operating losses and negative operating cash flows for the foreseeable future.

As of March 31, 2026, the Company had cash, cash equivalents and marketable securities of $29.7 million. The Company's expectation to incur additional operating losses and negative operating cash flows in the future and the need for additional funding to support its planned operations raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date that these unaudited financial statements are issued. See Note 2, Summary of Significant Accounting Policies, for a further assessment of liquidity.

  1. Summary of Significant Accounting Policies

There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).

Basis of Presentation

The unaudited condensed financial statements include the accounts of the Company and have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto in the Annual Report.

Unaudited Financial Information

In the opinion of management, the information furnished reflects certain adjustments, all which are of a normal and recurring nature and are necessary for a fair presentation of the Company’s financial position as of the reported balance sheet date and of the Company’s results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.

Liquidity and Going Concern

The Company has incurred net losses and negative cash flows from operations since its inception, has an accumulated deficit of $445.8 million as of March 31, 2026 and anticipates continuing to incur net losses for the foreseeable future. Under the Company's current plan, management believes its cash and cash equivalents and marketable securities of $29.7 million as of March 31, 2026 will not be sufficient to fund the Company's operations for a period of one year after the issuance of these unaudited financial statements.

As a result, the Company will be required to raise additional capital by partnering, selling equity, or other means and has implemented cost-reduction measures. There can be no assurance as to whether partnering efforts will be successful or whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates that the Company would otherwise plan to develop and market itself.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company intends to raise additional capital to continue the advancement of its programs. In the near term, the Company's primary uses of cash will be to fund the completion of key milestones for clinical programs and to fund its operations, including research and development activities and employee salaries. This includes significant costs relating to clinical trials of the Company's product candidates. The Company's planned uses of cash in the long term will be similar as the Company advances its research and development activities and pays employee salaries. Most pharmaceutical products require larger clinical trials as development progresses, and the Company expects its funding requirements to grow with the advancement of its programs. The Company's long-term funding requirements will depend on many factors, which are uncertain but include its portfolio prioritization decisions and the success of its collaborations. In turn, the Company's ability to raise additional capital through equity or partnering, or other avenues, will depend on the general economic environment in which it operates and its ability to achieve key milestones.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of assets and liabilities as of the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Although actual results could differ from those estimates, management does not believe that such differences would be material.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). All other ASUs issued subsequent to the filing of the Company’s

Annual Report were assessed and determined to be either inapplicable or not expected to have a material impact on the Company’s financial position or results of operations.

3. License Agreement

On June 13, 2025, the Company entered into a License Agreement (the “License Agreement”) with Simcere Zaiming Pharmaceutical Co., Ltd. (formerly known as Hainan Simcere Zaiming Pharmaceutical Co., Ltd. or hereinafter “Zaiming”), a biopharmaceutical company based in China. Pursuant to the License Agreement, the Company obtained (1) an exclusive, worldwide (excluding the Zaiming Territory, as identified below) license to develop, manufacture, and commercialize Zaiming’s clinical-stage antibody drug conjugate (“ADC”) candidate, SIM0505 (also known as SCR-9359), and related compounds (the “Zaiming Products”), and (2) a non-exclusive, worldwide (excluding the Zaiming Territory) license to use Zaiming’s ADC platform technology to develop ADCs based on the Company’s proprietary antibodies for an additional novel target (the “NextCure Products”). Zaiming retained exclusive rights to develop and commercialize the Zaiming Products and any NextCure Products in China, Hong Kong, Macau, and Taiwan (the “Zaiming Territory”).

Under the License Agreement: (i) the Company agreed to pay $17 million to Zaiming, which included an upfront cash payment of $12 million and an additional $5 million that became payable upon the earlier of a qualifying financing event or December 31, 2025, which became payable on December 31, 2025; (ii) upon initiation of the first Phase 1 clinical trial for SIM0505, the Company agreed to pay Zaiming$1.5 million, which became payable in October 2025; (iii) upon initiation of the first Phase 2 clinical trial for SIM0505, the Company is obligated to issue to Zaiming$1 million in its common stock, or under certain conditions, pay an equivalent cash amount in lieu of common stock; (iv) the Company is obligated to pay Zaiming certain development and regulatory milestone payments of up to $166.5 million per Zaiming product and up to $25.5 million per NextCure product, and certain commercial sales-based milestone payments of up to $535 million; and (v) the Company is obligated to pay tiered royalties on annual net sales of licensed products, at rates ranging from mid-single digit to low double digit percentages for Zaiming products; and low to mid-single digit percentages for NextCure products, in all cases, subject to standard reductions.

The rights acquired under the License agreement are considered in-process research and development (IPRD) under Accounting Standards Codification (“ASC”) 730, Research and Development. Specifically, ASC 730-10-25-(c) states intangible assets used in research and development activities acquired in an asset acquisition should be expensed at the acquisition date if there is no alternative future use in other research and development projects. Since the acquired asset is the right to a specific compound, the Company does not believe there is an alternative future use and expensed both the upfront$12 million payment and the additional $5 million payment that became due on December 31, 2025. In addition, in October 2025, the Company achieved the first Phase 1 development milestone triggering an obligation of$1.5 million to Zaiming. The combined total of $18.5 million was included in research and development costs in the statement of operations and comprehensive loss for the year ended December 31, 2025. None of the other milestone payments are considered probable and reasonably estimable as of March 31, 2026, so they have not been accrued.

4. Collaboration Agreement

In November 2022, the Company entered into a Research and Collaboration and Co-Development Agreement (“the LigaChem Agreement”) with LigaChem Biosciences, Inc., formerly known as LegoChem Biosciences, Inc., (“LigaChem”), to develop up tothree antibody drug conjugates. Under the terms of the LigaChem Agreement, both parties equally share the costs of developing the molecules and profits on commercialized products. The collaboration can consist of up tothree research programs for which a research plan will be developed. With respect to a research plan, each party shall use reasonable efforts to execute and perform the activities assigned to it. Each party shall be solely responsible for costs associated with its assigned activities as outlined in the research plan. Upon successful completion of a research plan, or as otherwise agreed, the parties may designate a research product as a co-development product. Upon designation of a co-development product, cost sharing on a 50-50 basis between the Company and LigaChem would begin. The activities associated with the research plan and co-development products will be coordinated by a joint steering committee, which is comprised of an equal number of representatives from the Company and LigaChem. If and when a co-development product becomes commercialized, the Company and LigaChem would equally share in the profits. There

are no implied licenses or other rights created under the LigaChem Agreement after designation of a co-development product.

Effective April 1, 2023, the parties designated LNCB74 as the first co-development product under the LigaChem Agreement. As such, cost sharing on a 50-50 basis commenced for the first co-development product under the LigaChem Agreement.

Given the involvement by both parties under the LigaChem Agreement, management assessed the criteria under ASC 808, Collaborative Arrangements (“ASC 808”), to determine if such agreement is within the scope of ASC 808. Based on the terms of the LigaChem Agreement, the Company concluded that the LigaChem Agreement meets the requirements of a collaboration within the guidance of ASC 808. The Company and LigaChem are active participants in the activities associated with the LigaChem Agreement and are exposed to significant risks and rewards dependent on the commercial success of the activity. The LigaChem Agreement is not reflective of a vendor-customer relationship and therefore not within the scope of ASC 606, Revenue from Contracts with Customers. Accordingly, the net costs associated with the co-development are expensed as incurred and recognized within research and development expenses on the statement of operations.

As of March 31, 2026, LNCB74 was the lone co-development product and was in the early stages of development. During the three months ended March 31, 2026, the Company incurred more costs than LigaChem under the LigaChem Agreement and recorded a corresponding reduction of $0.6 million in research and development costs reflecting the 50-50 cost sharing terms. A $0.6 million receivable is included in prepaid expenses and other current assets for amounts owed by LigaChem as of March 31, 2026.

  1. Marketable Securities

Marketable securities consist of the following:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2026
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​​Amortized​Unrealized​Unrealized​Estimated
(in thousands)​ ​ ​Cost​ ​ ​Gain​ ​ ​Loss​ ​ ​Fair Value
Corporate bonds​$14,578​$2​$(4)​$14,576
Total​$14,578​$2​$(4)​$14,576
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2025
​ · ​ · ​ · ​ · ​ · Gross · ​ · Gross · ​ · ​ · ​
​​Amortized​Unrealized​Unrealized​Estimated
(in thousands)​ ​ ​Cost​ ​ ​Gain​ ​ ​Loss​ ​ ​Fair Value
Corporate bonds​$15,818​$19​$(1)​$15,836
Total​$15,818​$19​$(1)​$15,836

The Company uses the specific identification method when calculating realized gains and losses. The Company realized a gain of $1 thousand on available-for-sale securities for the three months ended March 31, 2026. The Company didnot realize any gains orlosses on available-for-sale securities for the three months ended March 31, 2025.

The Company reviewed all investments which were in a loss position at the respective balance sheet dates, as well as the remainder of the portfolio. As of March 31, 2026, the Company had investments with a total fair market value of $11.0 million in an immaterial unrealized loss position, of which none were in a continuous unrealized loss position for more than twelve months. The Company analyzed the unrealized losses and determined that market conditions were the primary factor driving these changes, and such unrealized losses are temporary as the Company anticipates a full recovery of the amortized cost basis of these securities at maturity. After analyzing the securities in an unrealized loss position, the portion of these losses that relates to changes in credit quality is insignificant. The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell them prior to the end of their contractual

terms. Furthermore, the Company does not believe that these securities expose the Company to undue market risk or counterparty credit risk.

The following table summarizes maturities of the Company’s investments available-for-sale as of

March 31, 2026:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · March 31, 2026
​ · ​ · ​ · ​ · ​ · Fair
(in thousands)​ ​ ​Cost​ ​ ​Value
Maturities: · ​ · ​ · ​ · ​ · ​ · ​
Within 1 year​$14,578​$14,576
Total investments available-for-sale​$14,578​$14,576

The Company has elected to report interest receivable from its marketable securities with prepaid expenses and other current assets on its balance sheet. Interest receivable included in prepaid expenses and other current assets totaled $0.1 million and $0.3 million as of March 31, 2026 and December 31, 2025, respectively.

  1. Fair Value Measurements

The Company has certain financial assets recorded at fair value, which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements.

Level 1—Quoted market prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves.

Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following tables set forth the fair value of the Company’s financial assets by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025:

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.e following tables set forth the fair value of the Company’s financial assets by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025:​​​​​​​​​​​​
​ · ​ · March 31, 2026
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Active Markets or · ​ · Observable · ​ · Significant
​ · ​ · ​ · ​ · ​ · Identical Assets · ​ · Inputs · ​ · Unobservable
(in thousands) · ​ ​ ​ · Total · ​ ​ ​ · (Level 1) · ​ ​ ​ · (Level 2) · ​ ​ ​ · (Level 3)
Cash equivalents:​​​​​​​​​​​​
Money market funds​$14,667​$14,667​$—​$—
Marketable securities:​​​​​​​​​​​​
Corporate bonds​​14,576​​—​​14,576​​—
Total​$29,243​$14,667​$14,576​$—
​​​​​​​​​​​​​
​ · ​ · December 31, 2025
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Significant · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Quoted Prices in · ​ · Other · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · Active Markets or · ​ · Observable · ​ · Significant
​ · ​ · ​ · ​ · ​ · Identical Assets · ​ · Inputs · ​ · Unobservable
(in thousands) · ​ ​ ​ · Total · ​ ​ ​ · (Level 1) · ​ ​ ​ · (Level 2) · ​ ​ ​ · (Level 3)
Cash equivalents:​​​​​​​​​​​​
Money market funds​$25,420​$25,420​$—​$—
Marketable securities:​​​​​​​​​​​​
Corporate bonds​​15,836​​—​​15,836​​—
Total​$41,256​$25,420​$15,836​$—

The Companydid not transfer any assets measured at fair value on a recurring basis between levels during the three months ended March 31, 2026.

  1. Leases

The Company's lease portfolio consists of office space and laboratory facilities. All of the Company's leases are classified as operating leases. The terms of the Company's lease agreements currently extend through March 2030 and provide the Company with anoption for afive-year extension. Under the terms of the leases, the Company pays base annual rent subject to fixed dollar increases each year and other normal operating expenses such as taxes, repairs, and maintenance. The Company evaluates renewal options at lease inception and on an ongoing basis and considers renewal options that the Company is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities in accordance with ASC 842, Leases. The leases do not require variable lease payments or residual value guarantees and do not contain restrictive covenants.

The leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Operating lease expense was$250,000 and$252,000 for the three months ended March 31, 2026 and March 31, 2025, respectively. Operating cash flows used for operating leases during the three months ended March 31, 2026 and March 31, 2025 were$334,000 and$285,000, respectively. As of March 31, 2026, the weighted-average remaining lease term was 4.0 years, and the weighted average discount rate was 7.47%.

As of March 31, 2026, the maturities of the Company’s operating lease liabilities were as follows (in thousands), which are included in Accrued liabilities and other liabilities and Lease liabilities, long term in the accompanying balance sheet:

​​​​​​​
​​​​​​​
​ · ​ · ​ ​ ​ · ​ · ​ · ​
​2026​$1,046​​
​2027​1,396​​
​2028​1,438​​
​2029​1,481​​
​2030​​376​​
​Total future minimum payments​$5,737​​
​Less: present value discount​​(824)​​
​Present value of lease liabilities​$4,913​​
​​​​​​​
  1. Stock-Based Compensation

Employee Equity Plans

The NextCure, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”) was adopted in December 2015 and provides for the grant of awards of stock options, restricted stock awards, unrestricted stock awards and restricted stock units to employees, consultants, and directors of the Company.

The NextCure, Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”) became effective on May 8, 2019, the date on which the Company’s Registration Statement on Form S-1 filed in connection with the Company’s initial public offering was declared effective (the “Effective Date”). The Company’s board of directors (the “Board”) determined not to make additional awards under the 2015 Plan following the effectiveness of the 2019 Plan. The 2019 Plan provides for the grant of awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards to the Company’s officers, employees and non-employee directors as well as other key persons (including consultants).

The number of shares of common stock reserved for issuance under the 2019 Plan is 241,666 plus the number of shares of stock related to awards outstanding under the 2015 Plan that subsequently terminate by expiration or forfeiture, cancellation or otherwise without the issuance of such shares. The number of shares reserved for issuance under the 2019 Plan automatically increase each January 1st during the term of the 2019 Plan by 4% of the number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year or such lesser number of shares determined by the Board.

As of March 31, 2026,79,424 shares were reserved for future grant under the 2019 Plan. Stock options granted under the 2019 Plan (together, the “Plans”) to employees generally vest over four years and expire afterten years. A summary of stock option activity for awards under the Plans is presented below:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Options Outstanding and Exercisable
​ · ​ · ​ · ​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted · ​ · Average · ​ · Aggregate
​ · ​ · ​ · ​ · Average · ​ · Remaining · ​ · Intrinsic
​ · ​ · Number of · ​ · Exercise · ​ · Contractual · ​ · Value(1)
​ · ​ ​ ​ · Shares · ​ ​ ​ · Price · ​ ​ ​ · Life (Years) · ​ ​ ​ · (in thousands)
Outstanding as of December 31, 2025848,966​$73.766.5​$—
Granted​151,480​$10.85​—​​—
Exercised​(2,488)​$5.76​—​​—
Forfeitures​(2,978)​$11.56​—​​—
Outstanding as of March 31, 2026​994,980​$64.54​6.8​​179
Exercisable as of March 31, 2026681,158​$88.895.8​$50
(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2025 and March 31, 2026.

The weighted average grant date fair value of stock options granted to employees for the three months ended March 31, 2026 was $8.32 using the Black-Scholes option pricing model.2,488 stock options were exercised during the three months ended March 31, 2026. As of March 31, 2026, there was $2.5 million of total unrecognized compensation expense related to unvested options under the Plans that will be recognized over a weighted-average period of approximately 2.9 years.

The aggregate grant date fair value of stock options vested during the three months ended March 31, 2026 and 2025 was approximately $0.5 million and $3.0 million, respectively.

Stock-based compensation expense was classified on the statements of operations as follows for the three months ended March 31, 2026 and 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​
​ · ​ · March 31, · ​
(in thousands)​ ​ ​2026​ ​ ​2025​
Research and development​$124​$579​
General and administrative​220​784​
Total stock-based compensation expense​$344​$1,363​

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table for options issued during the period indicated:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​
​ · ​ · March 31, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
Expected term6.1years​6.1years​
Expected volatility90.8%​90.5%​
Risk free interest rate3.9%​4.4%​
Expected dividend yield—%​—%​

Employee Stock Purchase Plan

The NextCure, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) was approved in May 2019 and provides for eligible employees of the Company to purchase shares of Company stock at a discounted price. As of March 31, 2026,27,479 shares of common stock had been issued pursuant to the ESPP and 85,002 shares were reserved for future issuance thereunder.

  1. Common Stock

Securities Purchase Agreement

On November 12, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (each, a “Purchaser” and collectively, the “Purchasers”) for a private placement of an aggregate of (i)708,428 shares (the “Shares”) of the Company’s common stock at a purchase price of $8.52 per share, and (ii) pre-funded warrants to purchase up to an aggregate of 1,815,049 shares of common stock at a purchase price of $8.519 per pre-funded warrant, which represents the per share purchase price of the Shares less the $0.001 per share exercise price for each pre-funded warrant. The pre-funded warrants are exercisable at any time after the date of issuance and will not expire. The offering closed on November 14, 2025. Proceeds from the offering, net of placement agent’s fees and other offering expenses, were $20.3 million. On December 11, 2025, the Shares and pre-funded warrants were effectively registered with the SEC.

Pre-Funded Warrants

The rights and privileges of the pre-funded warrants issued under the offering are set forth in the warrant agreement between the Company and each of the respective warrant holders. The pre-funded warrants are exercisable at the option of the warrant holder at any time and do not expire. Pre-funded warrants do not provide any of the rights or privileges provided by the Company's common stock, including any voting rights, until the pre-funded warrants are exercised and settled in underlying shares of common stock.

The Company evaluated the pre-funded warrants issued under the offering and concluded the warrants are indexed to the Company's common stock, meet the criteria to be classified as equity and are not subject to remeasurement. The proceeds received from the issuance of the pre-funded warrants were recorded as additional paid-in capital. The Company issued 117,371 shares of common stock upon the exercise of pre-funded warrants during the year ended December 31, 2025. As of March 31, 2026, pre-funded warrants to purchase up to an aggregate of 1,697,678 shares of common stock remained outstanding.

At-The-Market Offering Agreement

On December 19, 2025, the Company entered into an at-the-market offering agreement (the “Wainwright ATM Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $14.5 million of its common stock, through the Agent. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the common stock, capital needs and determinations by the Company of the appropriate sources of

funding for the Company. During the three months ended March 31, 2026,99,446 shares of common stock were sold under the Wainwright ATM Agreement for net proceeds of approximately $1.2 million.

  1. Segment Information

We operate our business inone operating segment, which also representsone reportable segment: life sciences. The life sciences segment focuses on advancing innovative medicines that, in the case of the Company, treat cancer patients that do not respond to, or that have disease progression on, current therapies, through the use of differentiated mechanisms of action including ADCs. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the life sciences segment are the same as those described in Note 2, Summary of Significant Accounting Policies. The CODM assesses performance for the life science segment based on net loss, which is reported on the statements of operations and comprehensive net loss as net loss. The measure of segment assets is reported on the balance sheet as total assets.

To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

As such, the CODM uses cash forecast models in deciding how to invest into the life sciences segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

The tables below summarize the significant expense categories regularly reviewed by the CODM for the three months ended March 31, 2026 and 2025:

​​​​​​​
​ · ​ · Three Months Ended
(in thousands) · ​ · March 31,
​ · ​ · 2026 · ​ ​ ​ · ​ · 2025
Research and development expenses​​​​​​
Employee costs​$2,039​$2,930
Clinical product candidates​​3,101​​2,968
Nonclinical product candidates​​858​​729
Depreciation and amortization​​277​​634
Other R&D (1)​​559​​635
Total R&D​$6,834​$7,896
​​​​​​​
​​​​​​​
General and administrative expenses​​​​​​
Employee costs​$1,523​$2,077
Professional services​​1,112​​1,081
Insurance​​222​​262
Other G&A (2)​​414​​306
Total G&A​$3,271​$3,726
(1)Other R&D consists of facilities related expenses and office expenses.
(2)Other G&A consists of facilities related expenses, depreciation, office expenses and taxes and fees.
  1. Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share is calculated by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting the weighted-average common shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of computing both basic and diluted net loss per share, pre-funded warrants are considered outstanding shares upon issuance because the underlying shares may be issued for nominal consideration and are exercisable immediately after the original issuance date. For the three months ended March 31, 2026, pre-funded warrants to purchase up to 1,697,678 shares of common stock in the aggregate were outstanding and included in the calculation of weighted average shares outstanding. Since the Company incurred net losses for the three months ended March 31, 2026 and 2025, common stock equivalents were excluded from the calculation of diluted net loss per share for such periods as their effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The computation for basic and diluted loss per share were as follows (in thousands, except share and per share data):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​
​ · ​ · March 31, · ​
​​ ​ ​2026​ ​ ​2025​
Net loss (Numerator):​​​​​
Net loss - basic and diluted​$(9,796)​$(10,976)​
Shares (Denominator):​​​​​
Weighted-average shares outstanding - basic and diluted​5,239,236​2,333,890​
Loss per share - basic and diluted​$(1.87)​$(4.70)​

The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:

​ · ​ · ​ · ​
​​March 31,
​ · ​ ​ ​ · 2026 · 2025
Outstanding options to purchase common stock994,980846,774
Total994,980846,774
  1. Income Taxes

The Company didnot record a provision or benefit for income taxes during the three month periods ended March 31, 2026 and 2025. The Company continues to maintain a full valuation allowance against its deferred tax assets.

The Company has evaluated the positive and negative evidence involving its ability to realize its deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of any commercially ready products. The Company has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Management reevaluates the positive and negative evidence involving its ability to realize its deferred tax assets at each reporting period.

Under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “IRC”), certain substantial changes in the Company’s ownership may have limited, or may limit in the future, the amount of net operating loss and research and development credit carryforwards that can be used to reduce future income taxes. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of losses and credits attributable to periods before the change and could result in a reduction in the total losses and credits available.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. Given the Company’s history of operating losses and full valuation allowances against its deferred tax assets, the Act did not have a significant impact on the Company’s financial statements and is not expected to have have a significant impact on the Company’s future financial statements.

  1. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to litigation or legal proceedings arising in the ordinary course of business. The Company is not currently a party to any litigation or legal proceeding, nor is management aware of any pending or threatened litigation that, in the opinion of the Company’s management, is likely to materially affect the Company’s business or financial results. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

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