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MapLight Therapeutics, Inc.

For the period ended Mar 31, 2026. Filed May 14, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

MPLT$6.93+11.4%Stored close · as of Nov 6, 2026

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(Unaudited)

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 effected 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. The par value per share and authorized number of shares of the Company's common stock were not adjusted as a result of the reverse stock split. All share and per share information relating to common stock for thethree months ended March 31, 2025 in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted.

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 at a public offering price of $17.00 per share for gross proceeds of $288.4 million. The Company received aggregate net proceeds of $261.6 million from the IPO, including the exercise by the underwriters of their option to purchase additional shares, after deducting underwriting discounts and commissions and 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 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.

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$421.2 million as of March 31, 2026. 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 advancement of its current and future preclinical programs. Based on its current operating plans and financial position, the Company believes that its existing cash, cash equivalents and investments of$395.2 million 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, 2025. There have been no material changes to the Company's accounting policies during the three months ended March 31, 2026.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet at March 31, 2026, the condensed consolidated statements of operations and comprehensive loss and the statements of changes in redeemable convertible preferred stock and stockholders' equity (deficit) for the three months ended March 31, 2026 and 2025, and the statements of cash flows for the three months ended March 31, 2026 and 2025 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 March 31, 2026, the results of its operations for the three months ended March 31, 2026 and 2025, its statements of redeemable convertible preferred stock and stockholders' equity (deficit) for the three months ended March 31, 2026 and 2025 and its cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are also unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any other subsequent interim period. The accompanying condensed consolidated balance sheet at December 31, 2025 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 accounting principles generally accepted in the United States of America 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

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.

Investments

The following tables summarize the amortized cost and estimated fair value of the Company's available-for-sale investments that were included in short-term investments and long-term investments as of March 31, 2026 and December 31, 2025 (in thousands):

Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term investments:
U.S. Treasury securities$93,136$11$(105)$93,042
Commercial paper112,8252(86)112,741
Corporate debt securities48,8382(217)48,623
Long-term investments:
U.S. Treasury securities45,441—(205)45,236
Corporate debt securities40,139—(285)39,854
$340,379$15$(898)$339,496
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Short-term investments:
U.S. Treasury securities$95,550$72$(13)$95,609
Commercial paper137,10122(19)137,104
Corporate debt securities25,68018(37)25,661
Long-term investments:
U.S. Treasury securities73,072—(60)73,012
Corporate debt securities75,192—(211)74,981
$406,595$112$(340)$406,367

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 March 31, 2026 and December 31, 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 March 31, 2026 was$276.7 million and the unrealized loss associated with available for-sale securities was$0.9 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 March 31, 2026 or December 31, 2025.

Fair Value Measurements

The following tables summarize the Company's cash equivalents and investments (in thousands):

Fair Value Measurements at March 31, 2026Using:
TotalLevel 1Level 2Level 3
Assets:
Cash equivalents:
Money market funds$25,719$25,719$—$—
Short-term investments:
U.S. Treasury securities93,04293,042——
Commercial paper112,741—112,741—
Corporate debt securities48,623—48,623—
Long-term investments:
U.S. Treasury securities45,23645,236——
Corporate debt securities39,854—39,854—
$365,215$163,997$201,218$—
Fair Value Measurements at December 31, 2025Using:
TotalLevel 1Level 2Level 3
Assets:
Cash equivalents:
Money market funds$30,833$30,833$—$—
Short-term investments:
U.S. Treasury securities95,60995,609——
Commercial paper137,104—137,104—
Corporate debt securities25,661—25,661—
Long-term investments:
U.S. Treasury securities73,01273,012——
Corporate debt securities74,981—74,981—
$437,200$199,454$237,746$—

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 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 three months ended March 31, 2026 and the year ended December 31, 2025, there were no transfers between levels. The Company uses the carrying amounts of its prepaid expenses and other current assets, restricted cash, other assets, accounts payable and accrued expenses to approximate their fair values due to the short-term nature of these amounts.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31,December 31,
20262025
Research and development$6,584$4,829
Employee compensation2,2126,162
Legal services702537
Other677521
$10,175$12,049

Leases

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

The Company has a lease for office and lab space in Redwood City, California, with a term that continues to June 2031. The Company and the lessor have the ability toterminate the lease with 15 months' notice.

The Company has a lease for office space in Burlington, Massachusetts, with a term that continues to May 2029, andwith an option toextend the term for an additional five years.

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

Balance Sheet ClassificationMarch 31, 2026December 31, 2025
Assets:
Operating lease assetsRight-of-use asset$5,259$5,488
Liabilities:
Current:
Operating lease liabilitiesLease liability - current920891
Noncurrent:
Operating lease liabilitiesLease liability - non-current4,6714,911
Total lease liabilities$5,591$5,802

The components of lease cost under Accounting Standards Codification Topic 842, Leases included within research and development expenses and general and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive loss were as follows (in thousands):

Three Months Ended March 31,
Lease Cost20262025
Operating lease costs$346$346
Variable lease costs7170
$417$416

As of March 31, 2026 and December 31, 2025, the weighted-average remaining lease term for operating leases was 4.9 years and 5.2 years, respectively, and the weighted-average discount rate was 8.7%. During the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was$0.3 million.

Future minimum annual lease commitments under the Company's operating leases as of March 31, 2026 were as follows (in thousands):

Year Ended December 31,Amount
2026 (remaining 9 months)$1,007
20271,376
20281,419
20291,263
20301,163
Thereafter590
Total lease payments6,818
Less: imputed interest(1,227)
Present value of operating lease liabilities$5,591

Redeemable Convertible Preferred Stock

Prior to the IPO in October 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,14,946,844 shares as Series A-1 Preferred Stock,45,010,383 shares as Series B Preferred Stock,147,325,527 shares as Series C Preferred Stock and 391,186,991 shares as Series D Preferred Stock ("Series D"), 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 (collectively, the "Preferred Stock").

On July 18, 2025, the Company entered into a Series D Preferred Stock Purchase Agreement with certain investors (the "Series D Agreement"). During the year ended December 31, 2025, the Company 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 $1.2 million in connection with the completion of the Series D financing.

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.

Common Stock

As of March 31, 2026 and December 31, 2025, the Company's amended and restated certificate of incorporation authorized the Company to issue 500,000,000 shares of common stock with a par value of $0.0001 per share, of which 497,272,489 shares were designated as voting common stock and 2,727,511 shares were designated as non-voting common stock. As of March 31, 2026 and December 31, 2025, the Company's amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share.

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. Each share of the Company’s non-voting common stock may be converted at any time into one share of voting common stock at the option of its holder by providing written notice to the Company, provided that the holder will be prohibited from converting non-voting common stock into voting common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s voting common stock then issued and outstanding, which percentage may be increased to such other percentage not to exceed 19.99% upon 61 days’ notice to the Company or decreased at any time upon notice to the Company. Dividends may be paid when, as and if declared by the Board, subject to the rights of the preferred stock to receive dividends prior and in preference to the common stock. As of March 31, 2026, no cash dividends had been declared or paid.

As of March 31, 2026 and December 31, 2025, the Company had reserved the following shares of voting common stock:

March 31,December 31,
Voting Common Stock20262025
Common stock incentive awards issued and outstanding9,590,3469,142,493
Non-voting common stock, as converted2,727,5112,727,511
Common stock available for future grant under the 2025 Equity Incentive Plan2,548,327589,586
Common stock available for future issuance under the Employee Stock Purchase Plan845,259450,000
15,711,44312,909,590

Stock-Based Compensation

2019 Equity Incentive Plan

In February 2019, the Company adopted the 2019 Equity Incentive Plan (the "2019 Plan"). All employees, officers, directors, and consultants were eligible to be granted options to purchase common stock, restricted stock and restricted stock units under the terms of the 2019 Plan. Upon the effectiveness of the 2025 Plan (as defined below), the 2019 Plan was terminated and no further issuances were made under the 2019 Plan, although it continues to govern the terms of any equity grants that remain outstanding under the 2019 Plan.

All stock option grants were 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 have been 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 at its sole discretion. Nonqualified stock options could have been granted at an exercise price established by the Board at its sole discretion (which had not been less than fair market value on the date of grant) and the vesting periods could have varied. Vesting periods were generally four years and are determined by the Board. Stock options became exercisable as they vested. Options granted under the 2019 Plan expire no more thanten years from the date of grant.

2025 Equity Incentive Plan

In October 2025, the Board adopted and approved, and the Company's stockholders approved, the 2025 Equity Incentive Plan (the "2025 Plan"), which became effective immediately prior to the execution of the underwriting agreement related to the Company's IPO. The 2025 Plan allows the Company to make equity-based and cash-based incentive awards to its employees, directors, and consultants. The 2025 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards. Initially, up to 11,500,000 shares were reserved for issuance under the 2025 Plan, which is the sum of: (i)4,300,000 new shares, plus (ii) up to 7,200,000 shares of common stock subject to awards granted under the 2019 Plan that, after the effective date of the 2025 Plan, expire or otherwise terminate without having been exercised in full or are forfeited or repurchased. In addition, the number of shares reserved and available for issuance under the 2025 Plan automatically increased on January 1, 2026 by 2,201,204 shares and will increase each January 1 thereafter through January 1, 2035, byfive percent of the aggregate number of shares of voting common stock and non-voting common stock issued and outstanding and shares of common stock issuable upon exercise of outstanding pre-funded warrants, if any, as of the immediately preceding December 31 or such lesser number of shares of common stock as determined by the Board. Options granted under the 2025 Plan expire no more thanten years from the date of grant.

The shares of common stock underlying any awards under the 2025 Plan and the 2019 Plan that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2025 Plan.

As of March 31, 2026, there were 2,548,327 shares of common stock available for future grants under the 2025 Plan.

2025 Employee Stock Purchase Plan

In October 2025, the Board adopted and approved, and the Company's stockholders approved, the 2025 Employee Stock Purchase Plan (the "2025 ESPP"), which became effective immediately prior to the execution of the underwriting agreement related to the Company's IPO. A total of 450,000 shares of common stock were initially reserved for issuance under the 2025 ESPP. The number of shares of common stock that may be issued under the 2025 ESPP automatically increased on January 1, 2026 by 440,240 shares and will increase each January 1 thereafter through January 1, 2035, by the lesser of (i)one percent of the outstanding number of shares of voting common stock and non-voting common stock issued and outstanding and shares of common stock issuable upon exercise of outstanding pre-funded warrants, if any, as of the immediately preceding December 31 and (ii)900,000 shares of common stock, or such lesser number of shares as determined by the Board. As of March 31, 2026,845,259 shares of common stock were reserved for issuance under the 2025 ESPP.

During the three months ended March 31, 2026,44,981 shares of the Company's common stock were issued related to the 2025 ESPP. During the three months ended March 31, 2026, stock-based compensation expense recognized related to the 2025 ESPP was$0.2 million.

Stock Options

A summary of the stock option activity during thethree months ended March 31, 2026 is as follows:

Number of OptionsWeighted AverageExercise PriceWeighted Remaining Contractual Term(in years)AggregateIntrinsic Value
Outstanding as of December 31, 20253,865,381$14.308.85$12,625
Granted530,55516.37
Exercised(205)5.55
Forfeited and expired(15,359)16.70
Outstanding as of March 31, 20264,380,372$14.548.75$25,354
Exercisable as of March 31, 2026874,582$5.355.39$13,098

Stock options generally vest over four years, with 25% vesting approximatelyone year after grant and 75% vesting in equal monthly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. The total fair value of options vested was$0.1 million and$0.2 million for the three months ended March 31, 2026 and 2025, respectively. The weighted-average grant date fair value of options granted during the three months ended March 31, 2026 was$12.95. As of March 31, 2026, unrecognized stock-based compensation expense related to unvested stock options was$41.9 million, which is expected to be recognized over a weighted average period of 3.47 years.

Restricted Stock Units

Restricted stock units ("RSUs") generally vest over four years, with 25% vesting approximatelyone year after grant and 75% vesting in equal quarterly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. RSUs issued under the 2025 Plan include a service condition. RSUs issued under the 2019 Plan included both service and performance conditions. The performance condition required a liquidity event in order to vest, which was satisfied in connection with the IPO in October 2025. The two vesting requirements needed to be satisfied on or before the expiration date (the earlier of seven years after the issue date or termination of employment) or else the RSUs would have been immediately forfeited. The RSUs could not vest in whole or in part if only one of the two requirements were satisfied on or before the expiration date.

A summary of the RSU activity during thethree months ended March 31, 2026 is as follows:

Number of SharesWeighted Average Grant Date Fair Value
Outstanding at December 31, 20255,277,112$13.08
Granted174,27016.80
Vested(211,760)15.67
Cancelled(29,648)13.90
Outstanding at March 31, 20265,209,974$13.09

During the three months ended March 31, 2026 and 2025,211,760 andno RSUs vested. Of the RSUs that vested during the year ended December 31, 2025,1,349,275 had not settled as of December 31, 2025 and a de minimis amount had not settled as of March 31, 2026. During the three months ended March 31, 2026,1,139,648 shares were issued related to the vesting of RSUs. In connection with net settlement of vested RSUs, the Company withheld 417,355 shares to satisfy $7.5 million in tax withholding obligations. As of March 31, 2026, unrecognized stock-based compensation expense related to RSUs was$57.3 million, which is expected to be recognized over a weighted average period of 2.84 years.

Stock-Based Compensation Expense

Stock-based compensation expense is as follows (in thousands):

Three Months Ended March 31,
20262025
Research and development$5,415$147
General and administrative4,22165
$9,636$212

Net Loss Per Share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,
20262025
Numerator:
Net loss$(60,668)$(22,340)
Denominator:
Weighted-average number of common shares outstanding - basic and diluted45,276,763761,598
Net loss per share - basic and diluted$(1.34)$(29.33)

The Company's potentially dilutive securities 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 is the same. The Company excluded the following shares from the computation of diluted net loss per share as of March 31, 2026 and 2025 because including them would have had an anti-dilutive effect:

March 31,
20262025
Redeemable convertible preferred stock—12,911,004
RSUs5,209,9743,406,154
Stock options4,380,372954,208
9,590,34617,271,366

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 March 31, 2026, 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. ("NeuroSolis") 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, contingent upon the occurrence of specified development and regulatory milestones. As of March 31, 2026, the Company has made upfront and development milestone payments of$150,000 to NeuroSolis. In June 2025, the Company issued 26,607 shares of the Company's common stock to NeuroSolis upon the initiation of a Phase 2 clinical trial for ML-007C-MA. As of March 31, 2026, up to 35,476 additional shares of the Company's common stock could be issued and the issuance of these shares is reasonably possible if certain milestones are met.

Michael J. Fox Foundation grant agreements

Between February 2020 and August 2022, the Company executed four grant agreements (the "Grants") with the Michael J. Fox Foundation 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.

The Company recognizedno grant earnings during thethree months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, the balance of deferred grant earnings waszero.

The Company may be obligated to make future payments under the Grants, restricted to two times the grant awards received, contingent upon certain net product sales. As of March 31, 2026, the Company was unable to estimate the timing or likelihood of generating the associated future product sales.

Universities and other third parties

The Company may be obligated to make future payments, in addition to nominal annual maintenance fees, under license and collaboration agreements with Stanford University, other universities and other third parties 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 March 31, 2026, 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 March 31, 2026, 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.

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, sub-licensable 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 to Vanderbilt aggregate development and commercial milestone payments of up to $52.4 million. The Company is also required to pay royalties at a low single digit percentage based on annual net sales of licensed products sold by the Company. Such royalty payments are subject to reductions 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 expiration of the last to expire valid claim of the licensed patents.

As of March 31, 2026, no milestone payments or royalties have been incurred related to the Vanderbilt Agreement.

Related Party Transactions

Stellaromics, Inc.

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 March 31, 2026, the Company held approximately 3.7% of the outstanding common stock of Stellaromics and approximately 3.7% of all classes of outstanding stock.

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 and preferred stock outstanding of Stellaromics. The Company does not have contractual rights to nominate any members to the Stellaromics board of directors.

In October 2023, Catalyst4, Inc. ("Catalyst") became the largest stockholder of Stellaromics, holding a minority interest of its outstanding capital stock. As of March 31, 2026, Catalyst holds a controlling interest of the outstanding capital stock of Stellaromics. Catalyst is also the largest stockholder of the Company, with a minority equity ownership interest of the Company's outstanding shares as of March 31, 2026 and December 31, 2025.

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. As of 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.

Advisor Agreement

In February 2019, the Company entered into an advisor agreement with a member of the Board, pursuant to which the Board member received monthly payments in exchange for his service on the Company's scientific advisory board. During the three months ended March 31, 2025, the Company recorded a de minimis amount of research and development expense relating to the Board member's service on the Company's scientific advisory board. As a result of the compensation the director was to earn for service on the Board, the advisor agreement was amended, effective January 1, 2026, pursuant to which the director would not receive monetary compensation for providing services under the advisor agreement.

Segment Information

The Company manages its operations as asingle reportable segment focused on the research and development of product candidates. The accounting policies of thesingle reportable segment are identical to those described in Note 2 of the Company's audited consolidated financial statements for the year ended December 31, 2025. 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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,
20262025
Clinical trial expenses$24,819$1,939
Employee-related research and development expenses15,9937,050
Chemistry, manufacturing and controls expenses6,4173,956
Preclinical program expenses5,5226,081
Other research and development expenses933761
Employee-related general and administrative expenses6,9902,060
Professional fees and other general and administrative expenses3,8291,696
Other segment items(1)(3,835)(1,203)
Net loss$60,668$22,340

(1)

Other segment items include interest income and other income, net.

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