MapLight Therapeutics, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Sales of Unregistered Securities

Issuances of Preferred Stock

In July 2025, we issued 197,628,635 shares of our Series D Preferred Stock to 19 institutional accredited investors at a purchase price of $0.95223 per share, for aggregate consideration of $188.2 million.

In September 2025, we issued 12,404,650 shares of our Series D Preferred Stock to two institutional accredited investors at a purchase price of $0.95223 per share, for aggregate consideration of $11.8 million.

Issuances Pursuant to our Equity Plans

Between July 1, 2025 and September 30, 2025, we granted 2,821,171 RSUs under our 2019 Plan to our employees, directors and consultants. Additionally, between July 1, 2025 and September 30, 2025, we issued 18,774 shares of common stock upon the exercise of options for aggregate proceeds of $0.2 million.

The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), because the issuance of securities to the recipient did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof. All recipients had adequate access, through their relationships with us or otherwise, to information about us. The issuances of these securities were made without any general solicitation or advertising.

(b) Use of Proceeds from Public Offering of Common Stock

On October 26, 2025, our Registration Statement on Form S-1, as amended (File No. 333-290400), for the IPO became effective, pursuant to which we sold an aggregate of 16,962,500 shares of our common stock, including the full exercise of the underwriters' option to purchase additional shares, at a price to the public of $17.00 per share. Morgan Stanley & Co. LLC, Jefferies LLC, Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers for the IPO.

We estimate the aggregate net proceeds from the IPO, including exercise by the underwriters of their option to purchase additional shares, to be approximately $262.3 million, after deducting underwriting discounts and commissions of $20.2 million and estimated offering expenses of $5.9 million. In connection with our IPO, no payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates or to our affiliates. There has been no material change in the planned use of proceeds from our IPO as described in our prospectus filed pursuant to Rule 424(b)(3) under the Securities Act with the SEC on October 27, 2025.

(c) Issuer Purchases of Equity Securities

None.