Lexeo Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
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 30, 2026
LXEO$3.06-2.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
EXHIBIT INDEX
| ExhibitNumber | Description | Form | File No. | Number | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant (as amended and currently in effect) | 8-K | 001-41855 | 3.1 | November 7, 2023 |
| 3.2 | Amended and Restated Bylaws of the Registrant (as amended and currently in effect) | 8-K | 001-41855 | 3.2 | November 7, 2023 |
| 4.1¥ | Amended and Restated Investors’ Rights Agreement, dated August 10, 2021, by and among the Registrant and certain of its stockholders | S-1 | 333-274777 | 4.1 | September 29, 2023 |
| 4.2 | Form of Pre-Funded Warrant | 8-K | 001-41855 | 4.1 | May 27, 2025 |
| 4.3 | Form of Pre-Funded Warrant | 8-K | 001-41855 | 4.1 | October 17, 2025 |
| 4.4 | Form of Common Warrant | 8-K | 001-41855 | 4.2 | May 27, 2025 |
| 4.5 | Form of Common Stock Certificate of the Registrant | S-1/A | 333-274777 | 4.2 | October 30, 2023 |
| 4.6 | Description of Securities of the Registrant | 10-K | 001-41855 | 4.3 | March 11, 2024 |
| 10.1+ | 2021 Equity Incentive Plan, as amended from time to time and Form of Stock Option Agreement, Early Exercise Notice and Restricted Stock Purchase Agreement, and Exercise Notice | 10-Q | 001-41855 | 10.1 | August 12, 2024 |
| 10.2 | Form of Registration Rights Agreement dated, May 27, 2025, by and among the Company and the Purchasers | 8-K | 001-41855 | 10.2 | May 27, 2025 |
| 10.3 | Form of Registration Rights Agreement dated, October 16, 2025, by and among the Company and the Purchaser | 8-K | 001-41855 | 10.2 | October 17, 2025 |
| 10.4+ | 2023 Equity Incentive Plan and Forms of Option Grant Notice and Agreement, Exercise Notice and Restricted Stock Unit Award Notice | S-1/A | 333-274777 | 10.2 | October 30, 2023 |
| 10.5+ | 2023 Employee Stock Purchase Plan | S-1/A | 333-274777 | 10.3 | October 30, 2023 |
| 10.6¥† | Third License Agreement, dated April 21, 2024, by and between Cornell University and the Company | 10-Q | 001-41855 | 10.3 | August 12, 2024 |
| 10.7† | Amendment No. 1, dated May 21, 2024, to the Third License Agreement, dated April 21, 2024, by and between Cornell University and the Company | 10-Q | 001-41855 | 10.3 | August 14, 2025 |
| 10.8+ | Employment Agreement, as amended on September 14, 2025, by and between the Company and R. Nolan Townsend | 10-Q | 001-41855 | 10.3 | November 5, 2025 |
| 10.9+ | Employment Agreement, as amended on September 14, 2025, by and between the Company and Jose Manuel Otero | 10-Q | 001-41855 | 10.4 | November 5, 2025 |
| 10.10+ | Form of Indemnification Agreement with Executive Officers and Directors | S-1 | 333-274777 | 10.4 | September 29, 2023 |
| 10.11+ | 2025 Inducement Equity Incentive Plan and related form documents | 10-Q | 001-41855 | 10.5 | November 5, 2025 |
| 10.12+ | Employment Agreement, as amended on September 14, 2025, by and between the Company and Louis Tamayo | 10-Q | 001-41855 | 10.6 | November 5, 2025 |
| 10.13+† | Consulting Agreement, dated October 9, 2020, between LEXEO Therapeutics, LLC and Ronald G. Crystal, M.D. | S-1 | 333-274777 | 10.8 | September 29, 2023 |
|---|---|---|---|---|---|
| 10.14*+† | Transition and Consulting Agreement, effective February 1, 2026, by and between LEXEO Therapeutics, Inc. and Eric Adler, M.D. | ||||
| 10.15† | Amendment No. 4, effective March 5, 2025, to the First License Agreement, dated May 28, 2020, by and between LEXEO Therapeutics, LLC and Cornell University | 10-Q | 001-41855 | 10.8 | November 5, 2025 |
| 10.16† | Amendment No. 3, effective April 1, 2024, to the Second License Agreement, dated May 28, 2020, by and between LEXEO Therapeutics, LLC and Cornell University | 10-Q | 001-41855 | 10.9 | November 5, 2025 |
| 10.17¥† | Stock Purchase Agreement, dated July 16, 2021, by and among LEXEO Therapeutics, Inc., Stelios Therapeutics, Inc., The Cystinosis Research Foundation, Eric Adler, M.D., Farah Sheikh, Ph.D., Jeffrey M. Ostrove, Ph.D., and Stephanie Cherqui, Ph.D., and Jeffery M. Ostrove, Ph.D., as Stockholders’ Representative | S-1 | 333-274777 | 10.10 | September 29, 2023 |
| 10.18¥† | License Agreement, dated October 4, 2021, by and between LEXEO Therapeutics, Inc. and The Regents of the University of California | S-1 | 333-274777 | 10.11 | September 29, 2023 |
| 10.19† | Amendment No. 1, effective August 8, 2024 to the License Agreement, dated October 4, 2021, by and between LEXEO Therapeutics, Inc. and The Regents of the University of California | 10-Q | 001-41855 | 10.10 | November 5, 2025 |
| 10.20*† | Amendment No. 2, effective May 28, 2025 to the License Agreement, dated October 4, 2021, by and between LEXEO Therapeutics, Inc. and The Regents of the University of California | ||||
| 10.21¥† | License Agreement, dated April 23, 2020, by and between Stelios Therapeutics, Inc. (as successor-in-interest to ARVC Therapeutics, Inc.) and The Regents of the University of California | S-1 | 333-274777 | 10.12 | September 29, 2023 |
| 10.22† | Amendment No. 1, effective June 4, 2025, to the License Agreement, dated August 6, 2020, by and between Stelios Therapeutics, Inc. and The Regents of the University of California | 10-Q | 001-41855 | 10.12 | November 5, 2025 |
| 10.23*† | Amended and Restated License Agreement, effective November 14, 2025, by and between Lexeo Therapeutics, Inc. and The Regents of the University of California | ||||
| 10.24¥† | License Agreement, dated August 6, 2020, by and between Stelios Therapeutics, Inc. and The Regents of the University of California | S-1 | 333-274777 | 10.13 | September 29, 2023 |
| 10.25† | Amendment No. 1, effective May 30, 2025, to the License Agreement, dated April 23, 2020, by and between Stelios Therapeutics, Inc. (as successor-in-interest to ARVC Therapeutics, Inc.) and The Regents of the University of California | 10-Q | 001-41855 | 10.13 | November 5, 2025 |
| 10.26¥† | ARVC Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended by Amendment No. 1, dated April 5, 2023 | S-1 | 333-274777 | 10.14 | September 29, 2023 |
| 10.27¥† | TNNI3 Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended by Amendment No. 1, dated April 19, 2023 | S-1 | 333-274777 | 10.15 | September 29, 2023 |
| 10.28¥† | First License Agreement, dated May 28, 2020, between LEXEO Therapeutics, LLC and Cornell University | S-1 | 333-274777 | 10.16 | September 29, 2023 |
| 10.29¥† | Second License Agreement, dated May 28, 2020, between LEXEO Therapeutics, LLC and Cornell University | S-1 | 333-274777 | 10.17 | September 29, 2023 |
| 10.30† | Amendment No. 1, dated January 13, 2022, to the Second License Agreement, dated May 28, 2020, by and between LEXEO Therapeutics, Inc. and Cornell University | S-1 | 333-274777 | 10.18 | September 29, 2023 |
| 10.31† | Amendment No. 1, dated July 4, 2022, to the First License Agreement, dated May 28, 2020, by and between LEXEO Therapeutics, Inc. and Cornell University and Amendment No. 2, dated July 1, 2022, to the Second License Agreement, dated May 28, 2020 (as amended by Amendment No. 1 to the Second License Agreement, dated January 13, 2022) | S-1 | 333-274777 | 10.19 | September 29, 2023 |
| 10.32† | Amendment No. 2, dated September 28, 2022, to the First License Agreement, dated May 28, 2020, by and between LEXEO Therapeutics, Inc. and Cornell University (as amended by Amendment No. 1 to the First License Agreement, dated July 4, 2022) | S-1 | 333-274777 | 10.20 | September 29, 2023 |
| 10.33¥† | License Agreement, dated January 19, 2021, between Adverum Biotechnologies, Inc. and LEXEO Therapeutics, Inc., as amended by the First Amendment, dated February 28, 2022 | S-1 | 333-274777 | 10.22 | September 29, 2023 |
| 10.34 | Amendment No. 3, dated February 11, 2024, to the First License Agreement, dated May 28, 2020, by and between Lexeo Therapeutics, Inc. and Cornell University (as amended by Amendment No. 1 to the First License Agreement, dated July 4, 2022 and Amendment No. 2 to the First License Agreement, dated September 28, 2022) | S-1 | 333-278566 | 10.21 | April 9, 2024 |
| 10.35¥† | Third Sponsored Research Agreement, dated April 13, 2024, by and between the Company and The Regents of University of California, San Diego | 10-K | 001-41855 | 10.27 | March 24, 2025 |
| 10.36† | Amendment No. 2, dated April 13, 2024, to the TNNI3 Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended | 10-K | 001-41855 | 10.28 | March 24, 2025 |
| 10.37¥† | Amendment No. 2, dated August 31, 2023, to the ARVC Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended | 10-K | 001-41855 | 10.29 | March 24, 2025 |
| 10.38¥† | Amendment No. 3, dated April 19, 2024, to the ARVC Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended | 10-K | 001-41855 | 10.30 | March 24, 2025 |
| 10.39¥† | Amendment No. 4, dated September 27, 2024 to the ARVC Research Agreement, dated December 3, 2021, between LEXEO Therapeutics, Inc. and The Regents of the University of California, as amended | 10-K | 001-41855 | 10.31 | March 24, 2025 |
| 10.40 | Sales Agreement, dated as of March 24, 2025, by and between Lexeo Therapeutics, Inc. and Leerink Partners LLC | 10-K | 001-41855 | 10.32 | March 24, 2025 |
| 10.41*† | Amendment No. 2, effective December 22, 2025, to the Third License Agreement, dated April 21, 2024, by and between Lexeo Therapeutics, Inc. and Cornell University, as amended | ||||
| 10.42*+† | Transition and Consulting Agreement, effective December 1, 2025, by and between LEXEO Therapeutics, Inc. and Jenny Robertson | ||||
| 14.1 | Code of Ethics | 10-K | 001-41855 | 14.1 | March 11, 2024 |
| 19.1 | Insider Trading and Window Period Policy | 10-K | 001-41855 | 19.1 | March 24, 2025 |
| 23.1* | Consent of KPMG LLP, independent registered public accounting firm. | ||||
| 24.1* | Power of Attorney (contained in the signature page to this Annual Report on Form 10-K). | ||||
| 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 | Policy Relating to Recovery of Erroneously Awarded Compensation | 10-K | 001-41855 | 97.1 | March 11, 2024 |
| 101.INS | Inline XBRL Instance Document-the Instance Document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | ||||
- Filed herewith.
- Indicates management contract or compensatory plan.
¥ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
† Portions of this exhibit (indicated by [***]) have been omitted because the registrant has determined that the information is both not material and is the type that the Registrant treats as private or confidential.
The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.