MapLight Therapeutics, Inc.

Nature of the Business

MapLight Therapeutics, Inc. ("MapLight" or the "Company") was incorporated in November 2018 as Alvarado Therapeutics, Inc., a Delaware corporation. In August 2019, the Company changed its name to MapLight Therapeutics, Inc. The Company is a clinical-stage biopharmaceutical company focused on improving the lives of patients suffering from debilitating central nervous system ("CNS") disorders.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for its programs, market acceptance of products, developments related to its competitors, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of intellectual property, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company's product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Reverse Stock Split, Initial Public Offering and Concurrent Private Placement

In October 2025, the Company's Board of Directors approved a 1-for-16.8 reverse stock split of the Company's common stock. This also resulted in an adjustment to the conversion price for each series of the Company's redeemable convertible preferred stock, to the number of shares of common stock underlying outstanding restricted stock units, and to the exercise prices and number of shares of common stock underlying outstanding stock options. Accordingly, all share and per share information relating to common stock for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted. The per share par value and authorized number of shares of the Company's common stock were not adjusted as a result of the reverse stock split.

In October 2025, the Company closed its initial public offering ("IPO"), pursuant to which the Company issued and sold an aggregate of 16,962,500 shares of its common stock (inclusive of 2,212,500 shares pursuant to the exercise of the underwriters' overallotment option in full) at a public offering price of $17.00 per share for gross proceeds of $288.4 million. The Company estimates the aggregate net proceeds from the IPO, including the exercise by the underwriters of their option to purchase additional shares, to be approximately $262.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. Concurrent with the IPO, the Company also closed a private placement, in which the Company issued and sold 476,707 shares of its common stock at a price of $17.00 per share (the "Concurrent Private Placement"). The Company received aggregate net proceeds of $7.5 million from the Concurrent Private Placement, after deducting placement agent fees and estimated private placement expenses.

Upon the closing of the IPO, all of the Company's then-outstanding shares of redeemable convertible preferred stock converted into 25,412,974 shares of common stock (of which 2,727,511 shares were non-voting common stock) at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of redeemable convertible preferred stock outstanding. The condensed consolidated financial statements as of September 30, 2025, including share and per share amounts, do not give effect to the IPO, as it closed subsequent to September 30, 2025.

Liquidity and Going Concern

The Company's unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative operating cash flows since inception, and had an accumulated deficit of $281.0 million as of September 30, 2025. The Company expects to continue to generate operating losses for the foreseeable future. The Company's future viability is dependent on its ability to raise additional capital to finance its operations and pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all.

The Company has funded its operations primarily with proceeds from the sale of capital stock and research and development grants received. The Company's current plans include funding multiple clinical trials, including Phase 2 trials for its lead product candidate, ML-007C-MA, and ML-004, as well as continued preclinical support and development of its pipeline. Based on the current operating plans and financial position, the Company believes that its existing cash, cash equivalents, and short-term investments of $227.2 million, together with the net proceeds from the IPO and the Concurrent Private Placement, will be sufficient to allow the Company to fund its operations for at least twelve months from the date these condensed consolidated financial statements were issued.

Summary of Significant Accounting Policies

The significant accounting policies and estimates used in the preparation of the accompanying condensed consolidated financial statements are described in the Company's audited consolidated financial statements for the year ended December 31, 2024. There have been no material changes to the Company's accounting policies during the nine months ended September 30, 2025.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet at September 30, 2025, the condensed consolidated statements of operations and comprehensive loss and the statements of changes in redeemable convertible preferred stock and stockholders' deficit for the three and nine months ended September 30, 2025 and 2024, and the statements of cash flows for the nine months ended September 30, 2025 and 2024 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company's financial position at September 30, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 2025 and 2024. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2025 and 2024 are also unaudited. The results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any other subsequent interim period. The accompanying condensed consolidated balance sheet at December 31, 2024 was derived from the audited annual financial statements; however, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations.

Recently Issued But Not Yet Adopted Accounting Pronouncements and Legislation

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements as well. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated 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, which requires entities to disclose additional information about specific expense categories in the notes to the financial statements. The update is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the effect of this update on its consolidated financial statements and related disclosures.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes, among other provisions, changes to the U.S. corporate income laws, including allowing the immediate expensing of certain qualifying research and development costs and the permanent extension of certain provisions within the Tax Cuts and Jobs Act. The Company is still analyzing the impacts that the OBBBA will have on its consolidated financial statements and disclosures.

Investments

The following table summarizes the amortized cost and estimated fair value of the Company's U.S. Treasury securities, U.S. government agency bonds, commercial paper and corporate debt securities, which are considered to be available-for-sale investments and were included in short-term investments and long-term investments as of September 30, 2025 and December 31, 2024 (in thousands):

Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the tables above. As of September 30, 2025, all short-term investments had contractual maturities withinone year.

The aggregate fair value of available-for-sale securities held by the Company in an unrealized loss position for less than 12 months as of September 30, 2025 was $64.4 million. The unrealized loss associated with available for-sale securities was less than $0.1 million. There wereno available-for-sale securities in a continuous unrealized loss position for greater than 12 months. The Company evaluated its securities for potential impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the investments in an unrealized loss position and does not expect it will be required to sell the investments before recovery of their amortized cost bases, which may be at the time of maturity. Given the Company's intent and ability to hold such investments until the recovery of their amortized cost basis, and the lack of a significant change in credit risk for these investments, the Company does not consider these investments to be impaired and there wereno allowances for credit losses as of September 30, 2025 or December 31, 2024.

Fair Value Measurement

The following table presents information about the Company's financial assets measured at fair value on a recurring basis (in thousands):

The Company classifies its money market funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its U.S. government agency bonds, commercial paper and corporate debt securities as Level 2 assets under the fair value hierarchy as these assets have been valued using information obtained through a third-party pricing service as of the balance sheet date, using observable market inputs that may include trade information, broker or dealer quotes, bids, offers, or a combination of these data sources.

During the nine months ended September 30, 2025, there were no transfers between levels. The Company uses the carrying amounts of its prepaid expenses and other current assets, accounts payable, and accrued expenses to approximate their fair values due to the short-term nature of these amounts.

Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

Depreciation expense related to property and equipment for the three months ended September 30, 2025 and 2024 was $0.1 million and $0.2 million, respectively. Depreciation expense related to property and equipment for the nine months ended September 30, 2025 and 2024 was $0.4 million and $0.5 million, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Leases

The Company leases office and laboratory space, which is classified as an operating lease on the condensed consolidated balance sheets.

In August 2020 the Company entered into a lease agreement for 10,500 square feet of office and lab space in Redwood City, California. In May 2021, the Company entered into the first amendment to extend theterm to expire the last day of the twenty-sixth month after commencement. The lease commenced in June 2021. In August 2022, the Company entered into a second amendment to the lease, increasing the office and lab space to 11,655 square feet effective in August 2022 and to 13,734 square feet effective in August 2023. Additionally, the term of the lease was extended to June 2031. The Company and the lessor have the ability toterminate the lease with 15 months' notice. Upon execution of the second amendment, the right of use asset and lease liability balances were $6.3 million and $6.4 million, respectively. Cash required to be held as security deposit to be held in accordance with the lease is $0.2 million.

In September 2023, the Company entered into a lease agreement for office space in Burlington, Massachusetts. This lease commenced in April 2024, when the Company took occupancy of the space for its intended use, and has an initial term of approximately five years, with an option toextend the term for an additional five years. At lease commencement, the Company recognized a right of use asset and lease liability of $1.5 million and $1.3 million, respectively. Cash required to be held as security deposit in accordance with the lease is $0.2 million.

The following table summarizes the presentation of the Company's operating leases on its condensed consolidated balance sheets (in thousands):

The components of lease cost under ASC Topic 842, Leases included within operating expenses in the Company's condensed consolidated statements of operations and comprehensive loss were as follows (in thousands):

As of September 30, 2025 and December 31, 2024, the weighted-average remaining lease term for operating leases was 5.4 years and 6.2 years, respectively, and the weighted-average discount rate was 8.7% and 8.8%, respectively. Cash paid for amounts included in the measurement of lease liabilities was $0.3 million for both of the three months ended September 30, 2025 and 2024. Cash paid for amounts included in the measurement of lease liabilities was $1.0 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

Future minimum annual lease commitments under the Company's non-cancelable operating leases as of September 30, 2025 were as follows (in thousands):

Equity Method Investment

In October 2023, the Company entered into an Assignment and Assumption Agreement (the "Stellaromics Agreement") with Stellaromics, Inc. ("Stellaromics"), an entity focused on developing and commercializing a proprietary three-dimensional transcriptomic device inclusive of a confocal, probes, operating software and sample analysis software, pursuant to which in exchange for contributing an exclusive worldwide license for STARmap, a three-dimensional intact tissue sequencing, imaging and analysis technology, the Company received 9.8% of the capital stock of Stellaromics at the time of the closing. As of September 30, 2025, the Company held approximately 3.7% of the outstanding capital stock of Stellaromics. Additionally, the Company's current Chief Executive Officer is a member of Stellaromics' board of directors.

The Company has significant influence over, but does not control, Stellaromics through its noncontrolling representation on Stellaromics' board of directors and the Company's equity interest in Stellaromics. The Company determined that Stellaromics is a variable interest entity because it does not have sufficient equity at risk to finance its operations without additional subordinated financial support. The Company is not the primary beneficiary as it does not have the power to direct activities that most significantly impact Stellaromics' economic performance. Accordingly, the Company does not consolidate the financial statements of Stellaromics and accounts for its investment using the equity method of accounting. The determination of whether an entity is a variable interest entity and whether the Company is the primary beneficiary of a variable interest entity is based upon the facts and circumstances and requires significant judgments such as whether the entity is a variable interest entity and whether the Company is the primary beneficiary of the entity either individually or via a related party group. The Company's maximum exposure to loss due to its involvement with Stellaromics is the carrying value of the investment.

Upon the closing of the Stellaromics Agreement, the fair value of the Company's investment in Stellaromics was $1.1 million, which represented the fair value of the common stock received under the Stellaromics Agreement. The fair value of the Stellaromics common stock was determined by management. In determining the fair value of the Company's investment, the Company used an option pricing model/backsolve approach based on Stellaromics' most recent funding of preferred stock. The valuation required the input of certain subjective assumptions. The key assumptions used in the option pricing model, which are Level 3 inputs, included the anticipated holding period prior to an exit and liquidity event, the volatility of market participants and the discount for lack of marketability. The Company adjusts the carrying value of its investment in Stellaromics by its proportionate share of Stellaromics' net loss based on the Company's share of Stellaromics' outstanding common stock and in-substance common stock.

Upon the closing of the Stellaromics Agreement, a basis difference was identified as the carrying value of the Company's investment in Stellaromics exceeded the Company's proportionate share of the underlying net assets in Stellaromics. The Company concluded that the basis difference was primarily attributable to Stellaromics' in process research and development ("IPR&D") assets. As Stellaromics did meet the definition of a business, the basis difference attributable to the IPR&D with no alternative future use is tracked but not recorded until such time that the IPR&D asset is placed in service or impaired. The Company didnot record a gain or loss on its equity method investment for thethree months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, the Company recognized a loss from its equity method investment ofzero and $1.0 million, respectively, in the Company's condensed consolidated statements of operations and comprehensive loss for its share of Stellaromics' loss after considering basis differences. As of September 30, 2025 and December 31, 2024, the carrying value of the investment was $0, and no further losses will be recorded because the Company does not have any obligation to fund future losses.

Redeemable Convertible Preferred Stock

As of September 30, 2025, the Company had authorized 603,469,745 shares of voting redeemable convertible preferred stock, of which it had designated 5,000,000 shares as Series A Preferred Stock ("Series A"),14,946,844 shares as Series A-1 Preferred Stock ("Series A-1"),45,010,383 shares as Series B Preferred Stock ("Series B"),147,325,527 shares as Series C Preferred Stock ("Series C") and 391,186,991 shares as Series D Preferred Stock ("Series D") (collectively, the "Voting Preferred Stock"), and had authorized 4,622,496 shares of non-voting redeemable convertible preferred stock, of which it had designated 4,622,496 shares as Series B-1 Preferred Stock ("Series B-1") (collectively, the "Preferred Stock").

In connection with the IPO in October 2025, all outstanding shares of the Company's Preferred Stock automatically converted into an aggregate of 25,412,974 shares of the Company's common stock, of which 2,727,511 shares were non-voting common stock.

Issuances of Preferred Stock

On March 27, 2024, the Company issued a total of 78,573,608 shares of Series C at a purchase price of $1.52723 per share for gross proceeds of $120.0 million.

On July 18, 2025, the Company entered into a Series D Preferred Stock Purchase Agreement with certain investors (the "Series D Agreement"). As of September 30, 2025, the Company had issued a total of 210,033,285 shares of Series D to investors at a purchase price of $0.95223 per share for gross proceeds of $200.0 million. The Company incurred issuance costs of $1.1 million in connection with the issuances of Series D.

The Preferred Stock had the following rights and preferences prior to conversion into common stock upon the closing of the IPO:

Voting: Each holder of outstanding shares of Preferred Stock was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of outstanding shares of Series A, Series A-1 and Series B, voting together as a single class, were entitled to electtwo members of the Board of Directors. The holders of outstanding shares of Series B and Series C, voting together as a single class, were entitled to electtwo members of the Board of Directors. The holders of outstanding shares of Series C, voting together as a single class were entitled to elect one member of the Board of Directors. The holders of outstanding shares of Series D, voting together as a single class, were entitled to electone member of the Board of Directors. The Series B-1 were non-voting shares. The holders of a majority of the outstanding shares of voting common stock, voting as a separate class, were entitled to electone member of the Board of Directors.

Dividends: Prior to and in preference of any dividends declared for common stock, the Board of Directors could elect to declare dividends on each share of Preferred Stock. Preferred stockholders were entitled to an 8% annual dividend of the original issue price per share. No dividends were declared or paid during thenine months ended September 30, 2025 and 2024.

Liquidation preference: In the event of any liquidation, dissolution, winding-up or liquidation event (as defined in the Company's Amended and Restated Certificate of Incorporation) of the Company, the holders of the Series D were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of any other series of Preferred Stock or common stock by reason of their ownership thereof, an amount equal to the Series D original issue price, plus all declared but unpaid dividends, on each Series D share held. After payment in full of the holders of shares of Series D, the holders of the Series C were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of Series A, Series A-1, Series B and Series B-1 or common stock by reason of their ownership thereof, an amount equal to the Series C original issue price, plus all declared but unpaid dividends, on each Series C share held. After payment in full of the holders of shares of Series D and Series C, the holders of the Series A, Series A-1, Series B and Series B-1 were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of common stock by reason of their ownership thereof, an amount equal to the original issue price of the respective series of Preferred Stock, plus all declared but unpaid dividends, on each share of Series A, Series A-1, Series B and Series B-1 held. Any remaining amounts after payment to holders of Preferred Stock would have been paid to holders of common stock.

Conversion: Each share of Preferred Stock was convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of Preferred Stock by the conversion price of each series in effect at time of the conversion. The original issuance price of each series of Preferred Stock was $0.95223 per share, $1.52723 per share, $2.596 per share, $1.177506 per share, $1.07046 per share and $1.00 pershare for the Series D, Series C, Series B-1, Series B, Series A-1 and Series A, respectively. The initial conversion price for each series of Preferred Stock was the respective original issue price, subject to adjustment in accordance with the anti-dilution provisions ofthe stock. Each share of Preferred Stock would have been automatically converted into one share of common stock at the then effective conversion rate in the event of either (i) the occurrence of an event, specified by the vote or written consent of the holders of a majority of the Series D, Series C, Series B, Series A-1 and Series A, voting together as a single class, and the holders of at least 60% of the Series D, or (ii) a qualified initial public offering at a price of at least $19.20 per share resulting in gross offering proceeds to the Company of not less than $150.0 million. As of September 30, 2025, none of the outstanding shares of Preferred Stock had been converted into common stock.

The Series D Agreement and the Company's then-effective Amended and Restated Certificate of Incorporation included a defaulting purchaser provision pursuant to which an investor's shares of Series D would be automatically converted into one-tenth of a share of common stock and forfeit their preferred share rights if such investor were to fail to purchase at the Tranche 2 Closing (as defined in the Series D Agreement) the Series D allocated to such investor.

Redemption: The Preferred Stock was not redeemable at the option of the holders thereof.

Reissuance: Shares of any Preferred Stock that were redeemed or converted would have been retired or canceled and could not have been reissued.

Common Stock

At September 30, 2025, the Company had authorized voting common stock of 857,000,000 shares with a $0.0001 par value, of which 808,015 were issued and outstanding, and non-voting common stock of 608,092,241 shares with a $0.0001 par value, of whichnone were outstanding.

The holders of the voting common stock have the right to one vote for each share of voting common stock held at all meetings of stockholders. Shares of non-voting common stock have no voting rights. Dividends may be paid when, as and if declared by the Board of Directors, subject to the rights of the Preferred Stock to receive dividends prior and in preference to the common stock. As of September 30, 2025, no cash dividends had been declared or paid.

At September 30, 2025, the Company had reserved the following shares of common stock for the potential conversion of outstanding Preferred Stock, vesting of restricted common stock and restricted stock units as well as exercise of stock options, and for issuance under the NeuroSolis asset purchase agreement:

Stock-Based Compensation

On February 21, 2019, the Company adopted the 2019 Equity Incentive Plan ("2019 Plan"). All employees, officers, directors, and consultants were eligible to be granted options to purchase common stock, restricted stock awards and restricted stock unit awards under the terms of the 2019 Plan. As of September 30, 2025, there were 1,245,950 shares of common stock available for future grants under the 2019 Plan. In connection with the IPO, the Company adopted its 2025 Equity Incentive Plan, at which time shares ceased to be available for issuance under the 2019 Plan.

All stock option grants are non-statutory stock options except option grants to employees (including officers and directors) intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options could not be granted at less than the fair market value of the Company's common stock on the date of grant, as determined in good faith by the Board of Directors at its sole discretion. Nonqualified stock options could be granted at an exercise price established by the Board at its sole discretion (which was not less than fair market value on the date of grant) and the vesting periods varied. Vesting periods are generally four years and were determined by the Board of Directors. Stock options become exercisable as they vest. Options granted under the 2019 Plan expire no more thanten years from the date of grant.

Stock Options

A summary of the stock option activity under the 2019 Plan during thenine months ended September 30, 2025 is as follows:

The total fair value of options vested was $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The total fair value of options vested was $0.5 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, unrecognized compensation cost related to unvested stock options was $0.5 million, which is expected to be recognized over a weighted average period of 1.1 years.

Restricted Stock Units

During the nine months ended September 30, 2025, the Company issued 2,860,302 restricted stock units ("RSUs") under the 2019 Plan. The RSUs include both a service condition and performance condition. The performance condition requires a liquidity event in order to vest, which was satisfied in connection with the effectiveness of the IPO in October 2025. The two vesting requirements must be satisfied on or before the expiration date (seven years after the issue date or termination of employment) or else the RSUs will be immediately forfeited. The RSUs do not vest in whole or in part if only one of the two requirements are satisfied on or before the expiration date.

A summary of the RSU activity during thenine months ended September 30, 2025 is as follows:

No RSUs vested during thenine months ended September 30, 2025 and 2024. As of September 30, 2025, there was $81.7 million of unrecognized stock-based compensation expense related to unvested RSUs. Stock-based compensation expense of $24.5 million related to the RSUs was recognized in connection with the effectiveness of the IPO in October 2025, which satisfied the performance condition.

Stock-Based Compensation Expense

Stock-based compensation expense included in the Company's condensed consolidated statements of operations and comprehensive loss is as follows (in thousands):

Net Loss Per Share

Basic net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

The Company's potentially dilutive securities, which include preferred stock, RSUs, and stock options, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. 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 Company excluded the following shares from the computation of diluted net loss per share attributable to common stockholders as of September 30, 2025 and 2024 because including them would have had an anti-dilutive effect:

Commitments and Contingencies

Legal Proceedings

The Company may, from time to time, be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of September 30, 2025, and no material legal proceedings are currently pending or, to the best of the Company's knowledge, threatened.

Contractual Obligations

NeuroSolis, Inc. asset purchase agreement

Pursuant to the asset purchase agreement the Company entered into with NeuroSolis, Inc. to acquire its proprietary M 1/M 4 agonist molecules and associated intellectual property, the Company had an obligation to potentially issue up to an aggregate of 62,083 shares of the Company's common stock to NeuroSolis, contingent upon the occurrence of specified development and regulatory milestones. In June 2025, the Company issued 26,607 shares of common stock to NeuroSolis upon the initiation of a Phase 2 clinical trial for ML-007C-MA. As of September 30, 2025, the range of additional shares to be issued is between 0 and 35,476, and the issuance of these shares is reasonably possible if certain milestones are met.

Michael J. Fox Foundation grant agreements (Note 15)

The Company may be obligated to make future payments under grant agreements with the Michael J. Fox Foundation, restricted to two times the grant awards received, contingent upon certain net product sales. As of September 30, 2025, the Company was unable to estimate the timing or likelihood of generating the associated future product sales.

Stanford University and other universities

The Company may be obligated to make future payments, in addition to nominal annual maintenance fees, under license and collaboration agreements with Stanford University and other universities upon the occurrence of future events such as the Company's achievement of specified regulatory and commercial milestones or royalties on net sales. As of September 30, 2025, the Company was unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.

Guarantees

The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain.

As of September 30, 2025, the Company had not experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been established.

Vanderbilt License Agreement

In November 2024, the Company entered into a license agreement with Vanderbilt University ("Vanderbilt") (the "Vanderbilt Agreement"), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide sublicensable license to develop, make, have made, use, offer for sale, sell, import and exploit certain compounds and licensed products, and a non-exclusive, royalty-bearing, worldwide, sublicensable license to use licensed know-how and tool compounds to develop, make, have made, use, offer for sale, sell, import and exploit certain compounds and licensed products.

As initial consideration for the license, the Company made a one-time, non-creditable, non-refundable upfront payment of $0.3 million upon the execution of the agreement. The Company also made a one-time, non-creditable, non-refundable payment of $0.3 million upon the execution of the agreement for the reimbursement of past patenting costs incurred by Vanderbilt. As additional consideration for the license, the Company could be required to pay Vanderbilt aggregate development and commercial milestone payments of up to $52.4 million. The Company is also required to pay tiered royalties ranging from a low single digit to mid-single digit percentage based on annual net sales of licensed products sold by the Company. Such royalty payments are subject to certain reductions, including if sales are made in calendar quarters during which there is no valid claim or no market exclusivity for a licensed product. Any such royalties are payable on a country-by-country and licensed product-by-licensed product basis until the latest of (a) the expiration of the last to expire valid claim of the licensed patents in such country, (b) expiration of market exclusivity for such licensed product in such country, and (c) ten years from the first commercial sale of such licensed product in such country.

No milestone payments or royalties have been incurred related to the Vanderbilt Agreement during thenine months ended September 30, 2025.

Employee Benefit Plan

The Company's employees are eligible to participate in the Company's 401(k) retirement plan (the "401(k) Plan"). Participants may contribute up to 100% of their annual compensation to the 401(k) Plan, subject to statutory limitations. The 401(k) Plan has a safe harbor match. The Company made matching contributions of up to 4% of the eligible employee's compensation for thenine months ended September 30, 2025 and 2024. The Company's contributions for each of the three months ended September 30, 2025 and 2024 were $0.2 million. The Company's contributions for the nine months ended September 30, 2025 and 2024 were $0.6 million and $0.5 million, respectively.

Grants

Between February 2020 and August 2022, the Company executed four grant agreements (the "Grants") with the Michael J. Fox Foundation (the "MJFF") for the purpose of researching Parkinson's disease. The Grants consisted of two-year and three-year research programs totaling $25.7 million.

The Grants are payable in installments over the term of the grant according to certain research milestones and progress reports. Funds received for the purchase of property and equipment are accounted for as a reduction to the carrying value of the corresponding asset. Funds received for the reimbursement of expenses incurred related to research and development are accounted for as a reduction to the associated expense. Funds received prior to corresponding asset purchase or incurred expense are recorded as a deferred grant liability on the condensed consolidated balance sheets.

Grant earnings recognized during the three months ended September 30, 2025 and 2024 were $1.2 million and $0.5 million, respectively. Grant earnings recognized during the nine months ended September 30, 2025 and 2024 were $2.0 million and $1.0 million, respectively. Deferred grant earnings as of September 30, 2025 and December 31, 2024 were $1.2 million and $3.2 million, respectively. The Company did not recognize any grant earnings as a reduction to the carrying value of property and equipment purchased for the three and nine months ended September 30, 2025 and 2024.

Related Party Transactions

In October 2023, the Company entered into an Assignment and Assumption Agreement with Stellaromics. The Company determined that Stellaromics is a related party. Refer to Note 8 for further details.

Also in October 2023, Catalyst4, Inc. ("Catalyst") became the largest stockholder of Stellaromics, holding approximately 38.4% of its outstanding capital stock. As of September 30, 2025, Catalyst holds 78.3% of the outstanding capital stock of Stellaromics. Catalyst is also the largest stockholder of the Company and owned a controlling interest of the Company's outstanding shares as of September 30, 2025 and December 31, 2024. In addition, prior to the Stellaromics Agreement, Christopher A. Kroeger, M.D., the Company's Chief Executive Officer, was designated to be a director on the board of directors of Stellaromics. Dr. Kroeger is also an equity holder of Stellaromics. Dr. Kroeger's position on the board of directors of Stellaromics is determined by the stockholders holding a majority of the shares of common stock outstanding of Stellaromics. The Company does not have contractual rights to nominate any members to the Stellaromics board of directors.

In February 2019, the Company entered into an advisor agreement with a member of its Board of Directors, pursuant to which the Board member receives monthly payments in exchange for his service on the Company's scientific advisory board. The amount of the research and development expense relating to the Board member's service on the Company's scientific advisory board recorded during the three and nine months ended September 30, 2025 and 2024 was de minimis.

The spouse of an executive officer of the Company was employed by the Company from November 2023 to April 2025. The spouse's annual salary was recorded in research and development expense in the condensed consolidated statements of operations and comprehensive loss. During the three and nine months ended September 30, 2025 and 2024 the spouse's compensation was de minimis.

Segment Information

The Company manages its operations as asingle reportable segment focused on the research and development of product candidates for the treatment of CNS disorders. The accounting policies of thesingle reportable segment are identical to those described in Note 2. The chief operating decision maker, who manages the Company's operations on a consolidated basis, assesses performance for the reportable segment using consolidated net loss to monitor budget versus actual results and to determine how to effectively allocate the Company's resources. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. The following table presents certain financial data for the Company's reportable segment for thethree and nine months ended September 30, 2025 and 2024 (in thousands):

(1)

Other segment items include interest income, loss from equity method investment, and other income, net.

Subsequent Events

The Company evaluated subsequent events for recognition, remeasurement and disclosure purposes through the date which the condensed consolidated financial statements were issued.

Amended and Restated Certificate of Incorporation

In October 2025, the Board approved the amended and restated certificate of incorporation, which was filed upon the closing of the IPO (see Note 1) and which, among other things, decreased the number of shares of common stock authorized for issuance from 1,465,092,241 to 500,000,000 shares of common stock.

Reverse Stock Split

In October 2025, the Company effected a 1-for-16.8 reverse stock split of the Company's common stock, resulting in a proportional adjustment to the conversion ratios of each series of the Company's Preferred Stock and to the number of shares underlying and exercise prices, as applicable, of outstanding equity incentive awards (see Note 9). Accordingly, all share and per share information relating to common stock for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted. The per share par value and authorized number of shares of the Company's common stock were not adjusted as a result of the reverse stock split.

Initial Public Offering and Concurrent Private Placement

In October 2025, the Company closed its IPO, pursuant to which the Company issued and sold an aggregate of 16,962,500 shares of its common stock (inclusive of 2,212,500 shares pursuant to the exercise of the underwriters' overallotment option in full) at a public offering price of $17.00 per share for gross proceeds of $288.4 million. The Company estimates the aggregate net proceeds from the IPO, including the exercise by the underwriters of their option to purchase additional shares, to be approximately $262.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. Concurrent with the IPO, the Company also closed the Concurrent Private Placement, in which the Company issued and sold 476,707 shares of its common stock at a price of $17.00 per share. The Company received aggregate net proceeds of $7.5 million from the Concurrent Private Placement, after deducting placement agent fees and estimated private placement expenses.

IPO Option Grants and Restricted Stock Unit Awards

In October 2025, the Board adopted and the Company's stockholders approved the 2025 Equity Incentive Plan (the "2025 Plan"), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company's IPO.

In connection with the IPO, the Company issued certain directors, consultants and employees, including its executive officers, stock options to purchase an aggregate of 2,954,899 shares of its common stock with an exercise price of $17.00 per share, under the 2025 Plan. The Company estimates that the aggregate grant-date fair value of the options granted in connection with the IPO is $50.2 million, which is expected to be recognized as stock-based compensation expense over a period offour years. In addition, in connection with the IPO, the Company granted certain directors, consultants and employees, including its executive officers, an aggregate of 727,405 RSUs under the 2025 Plan. Based on an assumed fair value of $17.00 per share, which was the initial public offering price, the Company estimates that the aggregate grant-date fair value of the RSUs granted in connection with the IPO is $12.4 million, which is expected to be recognized as stock-based compensation expense over a period offour years.