Vogenx, Inc.

Condensed Balance Sheets

Condensed Statements of Operations

Condensed Statements of Stockholders’ Equity (Deficit)

Condensed Statements of Cash Flows

VOGENX, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Vogenx, Inc. (the “Company”), was incorporated in the State of Delaware on February 5, 2021. The Company is a clinical-stage life science and drug development company focused on the discovery and development of novel therapeutics for the treatment of serious metabolic and gastrointestinal diseases associated with dysfunctions in human metabolism and high unmet medical needs. The Company’s lead product candidate, mizagliflozin, is an orally administered, minimally absorbed, small molecule drug candidate being developed for the treatment of post-bariatric hypoglycemia (“PBH”), gastroparesis and GIP-dependent Cushing’s Syndrome.

Basis of presentation

The accompanying unaudited condensed financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.

In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the interim periods presented. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent interim period.

The condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP for complete annual financial statements.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company’s significant accounting policies are described in the audited financial statements and related notes included in the Company’s final prospectus filed pursuant to Rule 424(b). Except for the newly adopted accounting policy regarding purchased accrued interest as described in the respective notes below, there have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2026.

Liquidity and going concern

The Company has incurred recurring losses from operations and had an accumulated deficit of approximately $16.6 million as of September 30, 2026. Since inception, the Company has financed its operations primarily through the private placements of equity securities, convertible debt securities, and more recently, through its initial public offering (“IPO”). As of September 30, 2026, the Company had cash and cash equivalents and marketable securities of $82.1 million, compared to $601 thousand as of December 31, 2025.

In August 2026, the Company completed its IPO, receiving aggregate net proceeds of approximately $84.4 million, after deducting underwriting discounts, commissions, and offering expenses (see Initial Public Offering below).

Management evaluated whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. Based on the Company’s current operating plan and existing cash resources, including the net proceeds from the IPO, management believes that the Company’s cash, cash equivalents and marketable securities will be sufficient to fund operations and meet its obligations for at least 12 months from the issuance date of these condensed financial statements. Accordingly, management concluded that substantial doubt regarding the Company’s ability to continue as a going concern does not exist.

Reverse stock split

On July 21, 2026 the Company’s board of directors approved a one-for-three reverse stock split, which was effected on July 28, 2026, of the Company’s issued and outstanding shares of common stock. Accordingly, all issued and outstanding share and per share amounts of common stock and stock option awards for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. The par value of the common stock and preferred stock and the number of authorized shares were not changed as a result of the reverse stock split.

Initial public offering

In August 2026, the Company completed the IPO, pursuant to which the Company issued and sold 7,187,500 shares of its common stock at a public offering price of $13.00 per share, including 937,500 additional shares of its common stock pursuant to the exercise in full by the underwriter of its option to purchase shares of common stock from the Company at the IPO price. As a result, the Company received net proceeds from the IPO of approximately $84.4 million, after deducting underwriting discounts, commissions and offering expenses payable by the Company. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock and convertible notes automatically converted into 1,951,246 shares of common stock and the Company’s outstanding warrants were automatically cashlessly exercised for 453,183 shares of common stock.

Following the closing of the IPO, no shares of the Company’s convertible preferred stock were authorized or outstanding. In connection with the completion of the IPO, on August 13, 2026, the Company’s amended and restated certificate of incorporation, as amended, was amended and restated to (i) authorize 500 million shares of common stock, par value $0.0001 per share and (ii) authorize 10 million shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time by the Company’s board of directors.

Reclassifications

Certain amounts reported previously have been reclassified to conform to the current period presentation with no effect on total stockholders’ equity (deficit) or net loss as previously reported.

Segment information

The Company operates as asingle reportable segment engaged in the discovery and development of treatments for serious metabolic and gastrointestinal diseases. The Company has not generated revenues since inception. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM reviews the Company’s performance on an aggregate basis; thus the segment’s loss is the Company’s net loss, as reported on accompanying statements of operations, and the segment’s assets are the Company’s total assets, as reported on the accompanying balance sheets. Significant expenses provided to the CODM include research and development expenses, which are further disaggregated into direct R&D program expenses, R&D salaries and bonuses, and other R&D expenses, as well as general and administrative expenses, as reported on the accompanying statements of operations.

The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. The CODM’s evaluation includes reviewing key financial metrics such as budget versus actual expenditures and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company’s performance and make strategic adjustments as needed to support its operational and financial goals.

The Company’s operations and all long-lived assets are located in the United States.

The following table presents the measure of segment loss and the significant expense categories regularly provided to the CODM for the three and nine months ended September 30, 2026 and September 30, 2025:

Deferred offering costs

The Company capitalized as deferred offering costs all direct and incremental legal, accounting, underwriting and other third-party fees incurred in connection with the IPO. Upon the consummation of the IPO, such costs totaling $2.5 million were reclassified and recorded as a direct reduction of the gross proceeds within additional paid-in capital in stockholders’ equity. As of September 30, 2026 and December 31, 2025, the Company had deferred offering costs of $0 and $63,363, respectively.

Prepaids and other current assets

Prepaid expenses and other current assets consist primarily of prepaid directors’ and officers’ (“D&O”) insurance premiums and accrued interest receivable associated with the Company’s held-to-maturity marketable securities.

In August 2026, following the completion of the IPO, the Company purchased a D&O insurance policy with a premium of approximately $523 thousand. The premium was paid in advance and is capitalized as a prepaid asset and amortized to insurance expense on a straight-line basis over the coverage period.

Accrued interest receivable of $270 thousand includes both purchased accrued interest on held-to-maturity investments acquired on the secondary market and interest earned by the Company but not yet received. Purchased accrued interest represents the amount paid to the seller for interest accrued prior to the acquisition date and is not recognized as interest income. Interest earned subsequent to the acquisition date is recognized as interest income as it accrues. These amounts are classified as current assets as they are expected to be realized within one year.

Fair value measurements

ASC Topic 820,Fair Value Measurement, establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – This level consists of quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 - This level consists of inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 - This level consists of inputs that are unobservable inputs for the assets or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, prepaids and other current assets, accounts payable, and accrued expenses, approximate their fair values at September 30, 2026, and December 31, 2025, due to their short-term nature (Level 1 inputs).

The Company’s held-to-maturity marketable securities consist of U.S. Treasury bills and U.S. Treasury notes. The estimated fair values of these securities are based on observable market inputs for similar instruments, including matrix pricing, and are classified within Level 2 of the fair value hierarchy. Prior to the completion of the IPO in August 2026, the Company’s liabilities measured at fair value on a recurring basis included the warrant liability and convertible promissory notes payable, related party, both of which were measured using Level 3 inputs. Immediately prior to the closing of the IPO in August 2026, these instruments were remeasured to fair value using the market approach based fair market value of the stock at the time of remeasurement, the outstanding principal balance of the convertible promissory notes automatically converted into common stock, and all outstanding liability-classified warrants were automatically exercised on a cashless basis. Accrued interest on the convertible promissory notes was paid in cash upon settlement. As a result, no liabilities measured at fair value on a recurring basis remained outstanding as of September 30, 2026.

As of December 31, 2025, the warrant liability and convertible promissory notes payable, related party, were measured at fair value using Level 3 inputs. During the nine months ended September 30, 2026, the Company’s warrant liability and convertible promissory notes payable were transferred from Level 3 to Level 1. This transfer occurred immediately prior to their settlement in connection with the IPO, as their fair values were remeasured using the observable quoted prices in an active market (Level 1 input) rather than the previously utilized unobservable inputs (Level 3). There were no transfers between fair value hierarchy levels during the year ended December 31, 2025.

The following table summarizes the changes in fair value of the warrant liability and convertible promissory notes payable, related party. Prior to the IPO, including as of December 31, 2025, these liabilities were measured using significant unobservable (Level 3) inputs. Immediately prior to the closing of the IPO on August 13, 2026, the instruments were remeasured to fair value using quoted prices in an active market (Level 1 inputs) based on thefair market value of the stock. As part of the IPO, on August 13, 2026, the convertible promissory notes were converted into common stock and the warrants were automatically exercised on a cashless basis, reducing the liabilities to zero:

The following table presents quantitative information about the significant unobservable inputs used in the Company’s Level 3 fair value measurements prior to the completion of the initial public offering and related conversion or exercise events:

Prior to the Company’s initial public offering, the fair value of the related party convertible promissory notes was estimated using a Probability Weighted Expected Return Method (“PWERM”), which incorporated significant unobservable inputs, including probability-weighted future outcomes, expected term, and credit spreads. Immediately prior to the conversion of the convertible promissory notes, related party into common stock in connection with the Company’s initial public offering, the Company changed its valuation technique to a market approach based on the observable market price of the Company’s common stock. The change in valuation technique was appropriate because the completion of the initial public offering established an observable market price for the Company’s common stock and the notes automatically converted into equity securities in connection with the offering. The market approach did not utilize significant unobservable inputs.

Prior to the Company’s initial public offering, the fair value of the warrant liability was estimated using a Black-Scholes option pricing model, which incorporated significant unobservable inputs, including expected volatility. Immediately prior to the automatic cashless exercise of the warrants in connection with the initial public offering, the Company changed its valuation technique to a market approach based on the observable market price of its common stock. The change in valuation technique was appropriate because the Company’s initial public offering established an observable market price for its common stock and the warrants became immediately exercisable and were exercised in connection with the offering. The market approach did not utilize significant unobservable inputs.

Warrant liability

The warrant liability was remeasured immediately prior to the automatic cashless exercise of all outstanding liability-classified warrants. The aggregate fair value of the warrant liability immediately prior to exercise was approximately $3.4 million. The fair value was determined using a market approach based on the fair value of the Company’s common stock immediately prior to the cashless exercise, which management determined to be $13.00 per share, representing the closing market price of the Company’s common stock on the trading day immediately preceding the exercise date.

Convertible promissory notes payable, related party

Immediately prior to the conversion of all outstanding convertible promissory notes in connection with the IPO, the Company performed a final fair value measurement of the Notes. The aggregate fair value of the Notes immediately prior to conversion was $894,477. Changes in the fair value of the Notes, including the final remeasurement prior to conversion, were recognized in the Condensed Statement of Operations.

Included in the $894,477 fair value immediately prior to conversion was $61,151 of accrued interest. Under the terms of the note agreements, the accrued interest was required to be settled in cash, with only the remaining fair value balance converting into common stock.

Accordingly, the $61,151 of accrued interest was paid in cash, and the remaining $833,326 fair value balance of the Notes automatically converted into 64,102 shares of the Company’s common stock at a conversion price equal to 90% of the IPO public offering price, or $11.70 per share, immediately prior to the closing of the IPO. Following the conversion into equity and the cash settlement of accrued interest, the convertible promissory notes, related party liability was reduced to $0 as of August 13, 2026.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new standard requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU.

In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company’s investments in marketable securities consist entirely of U.S. Treasury bills and U.S. Treasury notes. The Company classifies these investments as held-to-maturity because it has the positive intent and ability to hold these securities to maturity. Accordingly, these securities are recorded in the Company’s unaudited interim condensed balance sheets at amortized cost, adjusted for the amortization or accretion of premiums or discounts over the life of the security using the effective interest method. Interest is recorded within interest income on the Company’s unaudited interim condensed statements of operations. The following table presents the amortized cost basis, gross unrealized gains and losses, and estimated fair value of the Company’s held-to-maturity securities as of September 30, 2026 (in thousands):

Balance at September 30, 2026 (in thousands)

The Company had no marketable securities as of December 31, 2025.

The Company evaluates held-to-maturity securities for expected credit losses in accordance with ASC 326. As of September 30, 2026, no allowance for credit losses was recorded because the portfolio consisted solely of obligations of the U.S. Treasury and management concluded expected credit losses were insignificant.

As of September 30, 2026, all held-to-maturity securities were scheduled to mature withinone year, with contractual maturities ranging from November 2026 through August 2027. The Company has the positive intent and ability to hold these securities to maturity.

As of September 30, 2026 and December 31, 2025, the Company had accrued expenses of $319 thousand and $710 thousand, respectively. At September 30, 2026, accrued expenses consist primarily of $119 thousand in site start up costs payable for the EMERGE Phase 2b study and $200,000 for bonuses. At December 31, 2025, accrued expenses consist primarily of $363 thousand in compensation payable to the Company’s officers, $287 thousand for bonuses and $60 thousand in fees to members of its board of directors.

On December 8, 2025, the Company issued unsecured convertible promissory notes to the Company’s Chief Financial Officer (also a director), an entity owned by another director, and an entity owned by a close relative of the Company’s Chief Scientific Officer (also a director), all related parties (“Notes”), for an aggregate principal amount of $750 thousand with a stated interest rate of 12% per annum to pursue fundraising and general corporate purposes.

The Notes had a maturity of 15 months and if the Company had not closed an equity financing by the date that was 10 months after issuance, the interest rate would increase to 18% per annum. Interest under the Notes was payable in cash.

Because of the variable nature of the embedded conversion features, the Notes were accounted for in accordance with ASC Topic 815, Derivatives and Hedging. The Notes were measured at fair value using a probability-weighted expected return method (“PWERM”), which estimated fair value based on multiple potential settlement outcomes, including conversion in an initial public offering, conversion in a qualified financing, conversion in another financing transaction and repayment at maturity.

In August 2026, immediately prior to the closing of the Company’s initial public offering, the Notes were remeasured to a fair value of approximately $894 thousand. The resulting increase in fair value of approximately $27 thousand from the June 30, 2026 carrying amount was recognized in the statement of operations as a change in fair value of convertible promissory notes. Upon conversion of the Notes in connection with the closing of the IPO, the liability was reclassified to stockholders’ equity and no further gains or losses were recognized subsequent to conversion.

Upon the closing of the IPO, the outstanding principal amount of the Notes automatically converted into 64,102 shares of the Company’s common stock at a conversion price equal to 90% of the IPO public offering price, or $11.70 per share. Accrued interest of approximately $61 thousand was paid in cash.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrants may require—outside the Company’s control—settlement through transferring assets, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and at the time of any modification while the warrants are outstanding.

Warrants classified as equity

During December 2021 and January 2022,188,715 pre-funded common stock warrants were issued to the Company’s placement agent in connection with the Company’s Series A Convertible Preferred Stock financing and accounted for as equity as part of the placement agent’s services. The warrants had a term ofseven and one-half years from the original issuance date and an exercise price of $0.03 per share. Immediately prior to the closing of the IPO in August 2026, all 188,715 outstanding pre-funded warrants were cashlessly exercised for an aggregate of 188,279 shares of the Company’s common stock. As of September 30, 2026, there were no pre-funded warrants outstanding. As of December 31, 2025, there were 188,715 pre-funded warrants outstanding with a weighted average exercise price of $0.03 per share, a weighted average remaining contractual term of 3.5 years, and a weighted average grant-date fair value of $0.90 per share.*** ***

Warrants classified as liabilities

In December 2021 and January 2022, the Company issued 471,805 warrants to purchase common stock with an exercise price of $5.70 per share in connection with its Series A Convertible Preferred Stock offering. The warrants had a five-year term from the original issuance date and were classified as liabilities measured at estimated fair value on a recurring basis.

Prior to the August 2026 exercise date, the warrant liability was measured at fair value at each reporting date with changes in fair value recognized in the Condensed Statements of Operations.

Immediately prior to the closing of the IPO in August 2026, all 471,805 outstanding liability-classified warrants were cashlessly exercised for an aggregate of 264,904 shares of common stock. Immediately prior to exercise, the Company remeasured the warrant liability to its estimated fair value and recognized the resulting change in fair value within the Condensed Statements of Operations. Information regarding the valuation methodologies and significant assumptions used in determining the fair value of the warrant liability for historical reporting periods and immediately prior to exercise is included in Note 2, Fair Value Measurements.

As of September 30, 2026, there were no liability-classified warrants outstanding, and the warrant liability balance was $0. As of December 31, 2025, there were 471,805 liability-classified warrants outstanding with a weighted average exercise price of $5.70 per share, a weighted average remaining contractual term of 1.0 year, and a grant-date fair value of $0.99 per share.

License Agreements* *

In December 2021, the Company entered into an exclusive license agreement with Kissei Pharmaceutical Co., Ltd. (“Kissei”). Under the terms of the agreement, the Company is subject to payment obligations that are contingent upon future events, including the achievement of specified development and regulatory milestones. Additionally, the Company may be required to make royalty payments in connection with future sales of products developed under the agreement. As of September 30, 2026, the timing and likelihood of achieving these milestones or realizing product sales cannot be reasonably estimated; therefore, no related amounts have been accrued in the condensed financial statements.

Purchase and Clinical Trial Commitments

The Company enters into agreements in the normal course of business with clinical trial sites, clinical supply manufacturers, and other vendors for preclinical studies, clinical trials (including the EMERGE Phase 2b study), research supplies, and other operating services. These contracts generally provide for termination following a specified notice period and are therefore considered cancellable. Payments under these contracts are based on milestone achievements or services rendered. As of September 30, 2026, there were no material uncancellable commitments outstanding.

Legal Proceedings

From time to time, the Company may become subject to legal proceedings and claims arising in the ordinary course of business. As of September 30, 2026, the Company is not a party to any material legal proceedings, and management is not aware of any pending or threatened claims that could have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

8. Stockholders’ Equity (Deficit)

In connection with the completion of the IPO on August 13, 2026, the Company filed a Second Amended and Restated Certificate of Incorporation which authorized 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of undesignated preferred stock, par value $0.0001 per share. Prior to August 13, 2026, the Company was authorized to issue 50,000,000 shares of common stock and 15,000,000 shares of Series A Convertible Preferred Stock under its Amended and Restated Certificate of Incorporation, filed on December 15, 2021, as amended.

Series A convertible preferred stock

Immediately prior to the closing of the IPO in August 2026, all outstanding shares of Series A Convertible Preferred Stock automatically converted into shares of common stock. Following the closing of the IPO, there wereno shares of Series A Convertible Preferred Stock issued or outstanding, and no shares of Series A Convertible Preferred Stock are currently authorized or available for future issuance.

Equity incentive plan

2022 Equity Incentive Plan

Prior to the IPO, the Company granted equity awards to employees, directors, and consultants under the 2022 Equity Incentive Plan (the “2022 Plan”). In connection with the IPO and the adoption of the 2026 Plan (described below), the Company’s board of directors determined that no further awards would be granted under the 2022 Plan. However, all outstanding awards previously granted under the 2022 Plan remain outstanding and subject to the terms of the 2022 Plan. As of September 30, 2026, there were 561,657 options outstanding under the 2022 Plan.

2026 Equity Incentive Plan

In connection with the IPO in August 2026, the Company’s board of directors and stockholders approved the 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, and other equity-based awards. As of September 30, 2026, there were 1,750,000 shares of common stock reserved for issuance under the 2026 Plan. As of September 30, 2026, no options have been granted under the 2026 Plan.

The Company calculates net loss per common share in accordance with ASC Topic 260, Earnings Per Share. Prior to conversion the Series A Convertible Preferred Stock represented a participating security because it was entitled to participate in dividends. However, the two-class method was not applied for the three and nine months ended September 30, 2026 and 2025 because the Series A Convertible Preferred Stock did not have a contractual obligation to share in the losses of the Company.

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Prior to their cashless exercise in August 2026, the 188,715 pre-funded warrants issued to the Company’s placement agent were included in the computation of basic and diluted net loss per share because they were exercisable for a nominal exercise price ($0.03 per share) and contained no unfulfilled conditions. Following their cashless exercise into 188,279 shares of common stock immediately prior to the closing of the IPO in August 2026, the resulting common shares are included in the weighted-average common shares outstanding.

Basic and diluted net loss per share attributable to common stockholders are identical for all periods presented because the inclusion of potentially dilutive common share equivalents would be anti-dilutive due to the Company’s net losses.

For the three and nine months ended September 30, 2025, outstanding convertible preferred stock, stock options, and warrant liabilities were anti-dilutive due to the net loss incurred and were therefore excluded from the computation of diluted net loss per share.

For the three and nine months ended September 30, 2026, stock options were the only anti-dilutive potential common shares excluded from the computation, as all previously outstanding convertible preferred stock, convertible promissory notes, and warrants were converted into common stock or settled in full immediately prior to the closing of the IPO in August 2026.

The following table reconciles net loss and the securities used to calculate weighted average shares outstanding:

The following potentially dilutive securities were excluded from the calculation of net loss per share due to their anti-dilutive effect:

On October 2, 2026, the Company granted an aggregate of 880,000 stock options to employees, executives, and directors. Of these awards,570,000 options carry an exercise price of $18.23 per share, and 310,000 options carry an exercise price of $20.05 per share. The granted options have contractual terms of 5 and 10 years and vest inthree equal annual installments beginning on the first anniversary of the grant date (October 2, 2027), subject to the grantee’s continued service with the Company through each applicable vesting date. The Company has not yet completed its determination of the grant-date fair value of these awards and, accordingly, the related future share-based compensation expense has not yet been determined.