Climb Bio, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 5, 2026
CLYM$11.74+6.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
(1) Financial Statements. The following consolidated financial statements of Climb Bio, Inc., together with the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, required to be filed pursuant to Part II, Item 8 of this Annual Report on Form 10-K are included on the following pages:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 112 |
| Consolidated Balance Sheets | 113 |
| Consolidated Statements of Operations and Comprehensive Loss | 114 |
| Consolidated Statements of Stockholders’ Equity | 115 |
| Consolidated Statements of Cash Flows | 116 |
| Notes to Consolidated Financial Statements | 117 |
(2) Financial Statement Schedules. None.
(3) List of exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits.
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit | Filing Date |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024, by and among the Company, Tango Merger Sub, Inc,. Tenet Medicines, Inc. and, solely in his capacity as the Company Equityholder Representative, Stephen Thomas | 8-K | 001-40708 | 2.1 | April 11, 2024 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant as amended | 10-Q | 001-40708 | 3.1 | November 12, 2024 |
| 3.2 | Amended and Restated Bylaws of the Registrant | 8-K | 001-40708 | 3.2 | October 2, 2024 |
| 4.1 | Form of common stock certificate of the Registrant | 10-K | 001-40708 | 4.1 | March 25, 2025 |
| 4.2 | Amended and Restated Investors Rights Agreements, dated May 21, 2021, by and among the Registrant and the investors listed on Schedule A thereto | S-1 | 333-257980 | 10.1 | August 2, 2021 |
| 4.3 | Description of Securities | 10-K | 001-40708 | 4.3 | March 25, 2025 |
| 4.4 | Form of Pre-Funded Warrant | 8-K | 001-40708 | 4.1 | December 11, 2025 |
| 10.1+ | 2021 Equity Incentive Plan | 10-K | 001-40708 | 10.1 | March 25, 2025 |
| 10.2+ | Forms of Option Agreement, Stock Option Grant Notice and Notice of Exercise under the 2021 Equity Incentive Plan | 10-K | 001-40708 | 10.2 | March 25, 2025 |
| 10.3+ | Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan | 10-K | 001-40708 | 10.3 | March 25, 2025 |
| 10.4+ | 2021 Employee Stock Purchase Plan | 10-K | 001-40708 | 10.4 | March 25, 2025 |
| 10.5+ | Form of Indemnification Agreement, by and between the Registrant and each of its directors and executive officers | S-1 | 333-257980 | 10.8 | August 2, 2021 |
| 10.6 | Registration Rights Agreement, dated April 10, 2024, by and among the Registrant and the persons party thereto | 8-K | 001-40708 | 10.5 | April 11, 2024 |
| 10.7+ | Offer Letter, dated June 12, 2024, between the Registrant and Aoife Brennan | 8-K | 001-40708 | 10.1 | June 12,2024 |
| 10.8† | Asset Purchase Agreement, dated as of January 4, 2024, by and between Tenet Medicines, Inc., Acelyrin, Inc. and WH2, LLC | 8-K | 001-40708 | 10.1 | June 27, 2024 |
| 10.9† | Amended and Restated License Agreement, dated as of January 11, 2024, by and between Tenet Medicines, Inc. and Cancer Research Technology Limited | 8-K | 001-40708 | 10.2 | June 27, 2024 |
| 10.10† | Cell Line Development, Manufacturing Services and License Agreement, effective as | 8-K | 001-40708 | 10.3 | June 27, 2024 |
| of February 9, 2021 by and between Valenza Bio, Inc. and ProBioGen, Inc. | |||||
|---|---|---|---|---|---|
| 10.11+ | Offer Letter, dated September 30, 2025 between the Registrant and Susan Altschuller, Ph.D, MBA | 8-K | 001-40708 | 10.1 | October 1, 2025 |
| 10.12 | Separation and Release of Claims Agreement, dated as of May 23, 2025, by and between the Registrant and Brett Kaplan, M.D. | 8-K | 001-40708 | 10.1 | May 23, 2025 |
| 10.13+ | Offer Letter, dated February 1, 2025 between the Registrant and Perrin Wilson | 10-Q | 001-40708 | 10.1 | August 12, 2025 |
| 10.14+ | Consulting Agreement, dated June 27, 2024, between the Registrant and Stephen Thomas | 10-Q | 001-40708 | 10.1 | November 12, 2024 |
| 10.15+ | Amendment to Consulting Agreement, dated November 1, 2024, between the Registrant and Stephen Thomas | 10-Q | 001-40708 | 10.2 | November 12, 2024 |
| 10.16 | Technology Transfer and Exclusive License Agreement, dated January 8, 2025, by and between the Registrant and Beijing Mabworks Biotech Co., Ltd. | 10-K | 001-40708 | 10.14 | March 25, 2025 |
| 10.17 | Equity Distribution Agreement, dated as of March 25, 2025, by and between the Registrant and Oppenheimer & Co. Inc. | 8-K | 001-40708 | 1.1 | March 25, 2025 |
| 10.18 | 2025 Inducement Plan, as amended | 10-Q | 001-40708 | 10.1 | November 6, 2025 |
| 10.19+ | Form of Stock Option Grant Notice under the 2025 Inducement Plan | 10-Q | 001-40708 | 10.4 | May 14, 2025 |
| 10.20+ | Form of Restricted Stock Unit Award Grant Notice under the 2025 Inducement Plan | 10-Q | 001-40708 | 10.5 | May 14, 2025 |
| 10.21+ | Non-Employee Director Compensation Policy | 10-Q | 001-40708 | 10.6 | May 14, 2025 |
| 10.22 | Exchange Agreement, dated December 11, 2025, between the Registrant and the holders of the common stock listed on Schedule I attached thereto | 8-K | 001-40708 | 10.1 | December 11, 2025 |
| 19.1 | Insider Trading Policy | 10-K | 001-40708 | 19.1 | March 25, 2025 |
| 21.1* | List of subsidiaries | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
|---|---|---|---|---|---|
| 32.2** · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.1 | Clawback Policy | 10-K | 001-40708 | 97.1 | March 28, 2024 |
| 101.INS* | Inline XBRL Instance Document | ||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF* | Inline XBRL Extension Definition Linkbase Document | ||||
| 101.LAB* | Inline XBRL Taxonomy Label Linkbase Document | ||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104* | Cover Page Interactive Data File (embedded within inline XBRL document) | ||||
- Filed herewith.
** The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
- Indicates management contract or compensatory plan.
† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
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