Odyssey Therapeutics, Inc.

Notes to Condensed Cons olidated Financial Statements

(in thousands, except share and per share amounts) (unaudited)

Description of Business and Liquidity

Business

Odyssey Therapeutics, Inc. (the “Company”) is a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases by developing medicines that are designed to precisely target disease pathology.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, completion of preclinical studies and clinical trials, obtaining regulatory approval for product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Product candidates currently under development by the Company will require significant additional research and development efforts, including extensive 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 and reporting capabilities. Even if product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Reverse Stock Split

On May 1, 2026, the Company effected a 1-for-9.7170 reverse stock split of its issued and outstanding shares of voting common stock, which also resulted in a proportional adjustments to (i) the conversion ratio for its non-voting common stock, (ii) the existing conversion ratios of each series of its convertible preferred stock, and (iii) the exercise prices and number of outstanding common stock warrants and stock options. Accordingly, all shares of voting common stock, stock options and common stock warrants, the as converted preferred stock, and per share information presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the reverse stock split. The per share par value and authorized number of shares of the Company’s common stock were not adjusted as a result of the split.

Initial Public Offering

In May 2026, the Company completed its initial public offering (“IPO”), in which the Company sold 15,500,000 shares of its common stock at a public offering price of $18.00 per share resulting in aggregate net proceeds of approximately $254.9 million, after deducting underwriter discounts and commissions and other offering expenses. Additionally, the Company sold 1,388,889 shares of its common stock in a concurrent private placement at a per share price equal to the public offering price paid in the IPO, resulting in additional net proceeds of approximately $23.3 million after deducting placement agent fees. In June 2026, the Company also sold an additional 600,000 shares of its common stock to the underwriters at a public offering price of $18.00 per share under the option granted to the underwriters, resulting in aggregate net proceeds of approximately $10.0 million, after deducting underwriter discounts and commissions.

Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into 24,596,000 shares of common stock, the Company’s outstanding convertible preferred stock warrants converted into 1,742 warrants to purchase common stock, and the Company’s outstanding common stock warrants were automatically exercised on a net exercise basis into 3,287,352 shares of common stock. Further,81,240 shares of the Company’s outstanding non-voting common stock was automatically converted intoan aggregate of 8,359 shares of its common stock immediately upon the closing of the IPO. Following the closing of the IPO, no shares of convertible preferred stock were outstanding. In connection with the closing of the IPO, the Company’s certificate of incorporation was amended and restated to authorize 500,000,000 shares of common stock, par value $0.0001 per share and 50,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business.

Since its inception, the Company has devoted substantially all of its resources to business planning, research and development activities, recruiting management and technical staff, raising capital, producing materials for preclinical studies and clinical trials, developing and establishing the Company’s intellectual property portfolio, entering into collaboration agreements, acquiring companies or assets to further the Company’s development programs and building infrastructure to support such activities. The Company has financed its operations primarily through the sale of shares of convertible preferred stock, the proceeds from research collaborations and license agreements, and through the sale of its common stock in its IPO and concurrent private placement completed in May 2026.

The Company believes that its existing cash, cash equivalents and marketable securities of$433.1 million as of June 30, 2026, will be sufficient to allow the Company to fund operations at least twelve months from the date that the condensed consolidated financial statements are issued.

Basis of Presentation and Summary of Significant Accounting Policies

The significant accounting policies are disclosed in Note 2 to the audited financial statements for the year ended December 31, 2025, included in the Company’s final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission on May 8, 2026 (the “IPO Prospectus”).

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP for complete financial statements. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed consolidated financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025 included in the IPO Prospectus. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”), of the Financial Accounting Standards Board (“FASB”).

These condensed consolidated financial statements include the accounts of Odyssey Therapeutics, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Recently Issued Accounting Standards Updates Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB, or other standard-setting bodies that are adopted by the Company as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and non-public companies, the Company can adopt the new or revised standard at the time non-public companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for non-public companies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

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, or ASU 2024-03, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, and amortization) included in certain expense captions presented on the statement of operations. The guidance in ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its consolidated financial statements and disclosures for fiscal years beginning after December 15, 2026.

Goodwill and Intangible Asset

The Company’s goodwill and intangible asset relate to the purchase of Rahko Limited (“Rahko”) in 2021, which was accounted for as a business combination.

Goodwill

Goodwill and the effect of foreign currency translation is as follows:

Intangible Asset

The Company’s intangible asset is comprised solely of developed technology and is being amortized using the straight-line method which reflects the pattern in which the economic benefits of the asset are consumed, over its estimated useful life of five years.

The following tables present the intangible asset, current and future amortization, and the effect of foreign currency translation:

Collaboration and License Agreements

Pfizer MTA

In December 2022, the Company entered into a material transfer and evaluation agreement (the “Pfizer MTA”) with Pfizer, Inc. (“Pfizer”) in which the Company granted to Pfizer a nonexclusive license to access the Company’s intellectual property. Under the Pfizer MTA, the Company and Pfizer will jointly conduct research to identify novel hits using the Company’s natural product platform to initiate a preclinical drug discovery program against an oncogenic transcription factor.

The Company determined that the Pfizer MTA represents a contract with a customer and consists of one combined performance obligation for the nonexclusive license and the promise to provide research and development services (“R&D services”) to Pfizer, as the license and promise are not capable of being distinct in the context of the contract. The Pfizer MTA provides that the term of the agreement would end following an initial period oftwo and one-half yearsor upon completion of the research, if completed or terminated earlier. In addition, the Pfizer MTA contains two options that require the Company to provide further R&D services to Pfizer (the “First Pfizer Option” and “Second Pfizer Option”, collectively the “Pfizer Options”). The Company evaluated the options to continue the R&D services and concluded that these options did not represent material rights, as they were deemed to be for additional R&D services that are at their standalone selling price.

In 2023, Pfizer paid the Company a nonrefundable upfront payment of $1.0 million in exchange for the nonexclusive license as well as R&D services performed by the Company over the initial period and the First Pfizer Option was exercised. In December 2024, the Second Pfizer Option was exercised. The total transaction price under the Pfizer MTA was determined to be $1.9 million after the exercises of the options. Revenue from the Pfizer MTA was recognized over the estimated performance of the R&D services using the time-elapsed input method. The Company recognized $0.4 million of revenue associated with the Pfizer MTA during the six months ended June 30, 2025, which is included in collaboration revenue on the condensed consolidated statements of operations and comprehensive loss. The Company didnot recognize any revenue associated with the Pfizer MTA during thethree months ended June 30, 2025. The Company fulfilled all of its obligations under the Pfizer MTA during the year ended December 31, 2025 and, as such, no revenue has been recorded during thethree and six months ended June 30, 2026.

Strategic Collaboration, Option, and License Agreement

On March 29, 2024, the Company entered into a strategic collaboration, option and license agreement (the “J&J Agreement”) with Janssen Pharmaceutica NV, a Johnson & Johnson company (“J&J”) to jointly discover and optimize small-molecule medicines against select therapeutic targets using the Company’s artificial intelligence and machine learning capability.

Each party granted to the other party a non-exclusive, royalty-free, worldwide license (the “Research License”) to certain intellectual property in connection with the other party’s research activities under the J&J Agreement (the “Initial R&D Services”). The Company also granted J&J an option to obtain an exclusive commercial license with respect to each program within a specified time period. On a program-by-program basis, if J&J elects to exercise such option or if J&J initiates certain research activities for a program (without exercising such option), the Company would be entitled to a payment in the mid-single digit millions of dollars. J&J may elect up to four replacement targets prior to the earlier of the end of the research term or exercise of the option to obtain a commercial license.

J&J paid the Company a nonrefundable upfront payment of $6.5 million in connection with the entry into the J&J Agreement and the Company is also eligible to receive reimbursement for additional R&D services conducted incremental to the initial R&D services. The Company will be eligible to receive, subject to the achievement of certain research, development, commercialization approval and sales milestones and the option exercise described below, additional milestone payments in an aggregate amount of approximately $839.0 million from J&J. The Company will also be eligible to receive low to mid-single digit percentage tiered royalties based on the aggregate net sales of certain products, if approved, that arise from the J&J Agreement (subject to certain deductions). The applicable royalties will be payable to the Company in a given country commencing on the date of first commercial sale of a royalty product in such country and ending upon the latest of (i) the date of expiration of the last-to-expire valid claim included in certain intellectual property, (ii) a designated period of time following the first commercial sale in such country and (iii) the date of expiration of all regulatory exclusivity for the applicable product in such country.

The Company determined that the J&J Agreement represents a contract with a customer and consisted of two distinct and single performance obligations: (i) the grant of the research licenses, the transfer of the research materials, project governance through the JRC and the promise to provide certain research services, which were combined as a single performance obligation (the “First Performance Obligation”), and (ii) the grant of the research licenses, the transfer of research materials, project governance through the JRC and the promise to provide certain other research services, which are combined as a single performance obligation (the “Second Performance Obligation”).

Revenue from the J&J Agreement was recognized over the estimated performance of the initial research and development services using the cost incurred input method, which the Company believes best depicts the transfer of control to J&J. The Company recognized $1.0 million and $2.5 million of revenue associated with the J&J Agreement during the three and six months ended June 30, 2025, respectively, which is recorded as collaboration revenue on the condensed consolidated statements of operations and comprehensive loss. The Company fulfilled all of its obligations under the J&J Agreement during the year ended December 31, 2025 and, as such, no revenue has been recorded during thethree and six months ended June 30, 2026.

To date there have been no development, commercial, and sales-based milestone payments or royalties based on sales achieved under the J&J Agreement.

Deferred Revenue and Accounts Receivable

Deferred revenue associated with collaboration and license agreements is recorded within accrued expenses and other current liabilities on the condensed consolidated balance sheets. The following table summarizes the changes in deferred revenue for thesix months ended June 30, 2025. There wasno deferred revenue recorded as of December 31, 2025 and June 30, 2026:

The following table summarizes the change in accounts receivable for thesix months ended June 30, 2025. There wasno accounts receivable recorded as of December 31, 2025 and June 30, 2026:

Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the Company's financial assets and liabilities carried at fair value on a recurring basis:

There wereno changes in valuation techniques or transfers between Levels 1, 2 or 3 for the periods presented.

Marketable securities classified as Level 2 within the valuation hierarchy generally consist of U.S. Treasury bills and U.S. Treasury notes. The Company estimates the fair values of marketable securities by taking into consideration valuations obtained from third-party pricing sources.

The carrying values of accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term nature of these instruments.

Valuation of Contingent Consideration

The contingent consideration in the below tables relates to the estimated fair value of future payments that may be made by the Company to the members of IFM Discovery, LLC (“IFM”) and Rahko as described below. The fair value of the contingent consideration was determined based on significant inputs not observable in the market, which represent Level 3 measurements.

IFM

In May 2022, the Company acquired all of the membership interests in IFM. The total purchase consideration was $3.1 million, which consisted of the following: (i)81,240 shares of non-voting common stock at closing with the estimated fair value of $0.2 million, (ii) cash consideration of $0.9 million at closing, (iii) a deferred payment of $0.9 million, which was paid in June 2022, and (iv)contingent consideration in cash of up to $30.0 million, payable once for each of the NLR family pyrin domain containing 1 (“NLRP1”) and melanoma differentiation-associated protein 5 (“MDA5”) programs upon the first achievement of certain development, commercial, regulatory and sales milestones related to each such program. The estimated fair value of the contingent consideration was determined to be $1.1 million on the acquisition date. The contingent consideration is remeasured at each balance sheet date.

The fair value of the contingent consideration related to development, commercial, regulatory and sales milestones was based on the discounted cash flow valuation technique. The technique considered the following assumptions: (i) the probability and timing of achieving the specified milestones as of the valuation date and (ii) the market-based discount rates, with the most significant assumptions being the timing of the projected milestones and the probability of the milestones being achieved. The fair value of the contingent consideration could change in future periods depending on the prospects for the Company’s MDA5 and NLRP1 drug discovery programs acquired as part of the IFM transaction achieving development, commercial, regulatory and sales milestones. The estimated fair value of the contingent consideration as of June 30, 2026 and December 31, 2025 related to the IFM acquisition was $1.0 million and $1.4 million, respectively.

The following table sets forth the significant inputs to the discounted cash flow technique used to value contingent consideration for IFM as of June 30, 2026 and December 31, 2025:

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Rahko

The Rahko acquisition included additional consideration payable of up to $30.0 million to the previous shareholders of Rahko upon the achievement of certain qualifying events, including (a) following the Company’s completion of an IPO or public listing of the Company’s shares on certain designated exchanges, upon the first occurrence of the total market capitalization of the Company being equal to or in excess of $1.5 billion, or (b) an exit event such as (i) a transaction or transactions by which more than 50% of the combined voting power of then outstanding voting securities of the Company are acquired, (ii) consolidation or merger of the Company into another entity, or (iii) sale or disposition of substantially all of the assets of the Company, in each case for which the potential proceeds are equal to or in excess of $1.5 billion. The fair value of the contingent consideration was determined based on a Monte-Carlo simulation model that utilizes a geometric Brownian motion to estimate the equity value of the Company at expected qualifying event dates. The Company applied risk-free rate, volatility and discount rate assumptions to simulate the expected equity value of the Company as of the expected qualifying event dates. The risk-free rate was based upon the interest rates corresponding to the time period for U.S. Treasury notes published by the U.S. Federal Reserve. The volatility was estimated based on equity volatility indications from the guideline public companies and the capital structure of the Company.

The contingent consideration as of the date when the Company has met the certain market capitalization threshold following a certain qualifying event was discounted to the measurement date using a discount rate that is based on all-in market yields for publicly traded debt securities of comparable credit quality to the contingent consideration payments. The discounted amount of contingent consideration and the equity values are subject to the Monte-Carlo simulations for 100,000 trials to derive the fair value of the contingent consideration. The estimated contingent consideration liability as of June 30, 2026 and December 31, 2025, related to the Rahko acquisition was $14.0 million and $4.7 million, respectively.

The Company completed its IPO in May 2026 and, therefore, the probability of completing an IPO is no longer a significant input into the valuation of the Rahko contingent consideration. The following table sets forth the assumptions, which are significant inputs to the Monte-Carlo simulation used to value such contingent consideration as of June 30, 2026:

As of December 31, 2025, given the Company was still a private entity, the following table sets forth the probability of completing an IPO (measured as a standalone metric separate from the other necessary triggers for the contingent consideration related to the Rahko acquisition), which was a significant input to the Monte-Carlo simulation used to value such contingent consideration:

*Reflects the probability weighted expected term of 1.83 years for the remaining scenarios between August 2027 and December 2027 with each scenario weighted 14.2% overall, for an aggregate probability weight of 42.6%.

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Valuation of LSA Warrant Liability

In March 2022, the Company issued a warrant to purchase up to 64,992 shares of Series A-2 convertible preferred stock (the “LSA Warrant”) with an exercise price of $6.15 (see Note 11). Upon issuance, the LSA Warrant required liability classification, as the Series A-2 convertible preferred stock underlying the LSA Warrant is redeemable outside of the control of the Company. The Company initially recorded the LSA Warrant at fair value and records changes in fair value at each reporting period. At the LSA Warrant issuance date, the right of the holder to purchase 16,248 shares immediately vested and was exercisable. The right to purchase the remaining 48,744 shares was forfeited upon termination of the LSA by the Company in April 2023. As of December 31, 2025, the LSA Warrant to purchase 16,248 shares of Series A-2 convertible preferred stock was issued and outstanding.

Upon the Company's IPO, the LSA Warrant to purchase 16,248 shares of Series A-2 convertible preferred stock automatically converted into a warrant to purchase 1,742 shares of common stock in accordance with the conversion provisions. Following the conversion, the Company determined that the LSA Warrant met the criteria for equity classification. The Company remeasured the LSA Warrant to fair value immediately prior to the IPO, and the resulting warrant liability was reclassified to additional paid-in capital. As of June 30, 2026, the LSA Warrant to purchase 1,742 shares of common stock was issued and outstanding.

As of December 31, 2025, the estimated fair value of the LSA Warrant liability was determined using an option pricing model with the following assumptions:

The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs:

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

The following tables summarize the Company’s marketable securities held as of June 30, 2026 and December 31, 2025.

The Company determined that there was no material credit risk associated with the above investments as of June 30, 2026 and December 31, 2025. The Company has the intent and ability to hold these securities until recovery. As a result, the Company did not record any charges for credit-related impairments for its marketable securities during the six months ended June 30, 2026 and 2025. No available-for-sale debt securities held as of June 30, 2026 had remaining maturities greater than 21 months.

Property and Equipment, Net

Property and equipment and related accumulated depreciation consist of the following:

Total depreciation expense was$0.9 million and$1.9 million for three and six months ended June 30, 2026, respectively, and$1.1 million and$2.3 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, the Company recognized losses on disposal of $0.6 million. For thethree and six months ended June 30, 2025, the Company recognized gains on disposal of $0.1 million and losses on disposal of $0.4 million, respectively. Gain or loss on disposal of property and equipment is included in research and development expenses on the condensed consolidated statements of operations and comprehensive loss.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

Leases

In September 2021, the Company entered into aneight-year lease agreement for 45,632 square feet of space for its corporate headquarters located in Boston, Massachusetts. The Company is also party to several operating leases for office and laboratory space in San Diego, California, Ann Arbor, Michigan, New York, New York, and Frankfurt, Germany, as well as leases for certain laboratory equipment.

During the first quarter of 2025, the Company recorded an impairment loss of $5.4 million pertaining to the right-of-use (“ROU”) asset for the San Diego lease as a result of the Company’s decision to permanently cease use of the leased space. The impairment loss was measured as the excess of the carrying amount over the impaired asset group’s estimated fair value, which was determined using a discounted cash flow model. The impairment is included as a component of research and development expenses in the condensed consolidated statements of operations and comprehensive loss.

In June 2025, the Company entered into a lease extension agreement for its Ann Arbor laboratory space for an additionalone-year term. The Company accounted for the lease extension as a modification of the existing lease and remeasured the ROU asset and lease liability by calculating the present value of lease payments, discounted at 10.1%, the Company’s incremental borrowing rate in June 2025, over the new lease term. The modification resulted in an increase in the ROU asset and lease liability of $0.3 million at the time of the modification.

During the third quarter of 2025, the Company entered into a sublease for its New York office space that commenced on October 15, 2025 and expires on February 28, 2029. The Company recognized sublease income of $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively, which was recorded as a reduction of lease cost in the condensed consolidated statements of operations and comprehensive loss.

The components of lease costs are recorded within the condensed consolidated statements of operations and comprehensive loss as follows:

The Company recognized interest expense related to finance leases of $14 thousand and $24 thousand for the three and six months ended June 30, 2026, respectively, and $2 thousand and$4 thousand for the three and six months ended June 30, 2025, respectively, which is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. Supplemental cash flow information related to the Company’s leases for thethree and six months ended June 30, 2026 and 2025 are as follows:

Common Stock

In May 2026, the Company’s stockholders approved the ninth amended and restated certificate of incorporation, which became effective upon its filing in connection with the closing of the Company's IPO on May 8, 2026, and which, among other things, increased the number of shares of common stock authorized for issuance from 365,081,240 to 500,000,000 shares of common stock. As of June 30, 2026, there were 47,891,252 shares of common stock issued and outstanding. In addition, the Company issued 140,068 issued shares of common stock that were subject to vesting as of June 30, 2026 (see Note 12). The Company’s outstanding non-voting common stock automatically converted intoan aggregate of 8,359 shares of its common stock immediately upon the closing of the IPO.

Each share of common stock entitles the holder to one vote on all matters on which stockholders have the right to vote. The holders of common stock areentitled to receive dividends, if any, as declared by the Company’s Board of Directors, subject to the participation and priority rights of the Company’s preferred stock. As of June 30, 2026 and December 31, 2025, no dividends have been declared or paid.

Warrants

In connection with entering into a loan and security agreement (“LSA”), the Company issued the LSA Warrant (see Note 5). The LSA Warrant converted into 1,742 warrants to purchase common stock immediately prior to the closing of the IPO. As of June 30, 2026, the right to purchase 1,742 shares of common stock was issued and outstanding.

In connection with entering into the Series D Preferred Stock Purchase Agreement in 2025, the Company issued an aggregate amount of warrants to purchase 4,056,164 shares of the Company’s common stock, each with an exercise price of $0.10 per share (the “Common Warrants”). The Common Warrants were exercisable at any time by the holder and have a seven-year contractual term from their respective dates of issuance. Upon completion of the IPO, the outstanding Common Warrants were automatically net exercised pursuant to their terms and became shares of the Company’s common stock, effective immediately prior to the consummation of the Corporate Transaction. The Company determined that the Common Warrants were equity-classified, and recorded the amounts allocated to the Common Warrants within additional paid‑in capital on the condensed consolidated balance sheets.

During the six months ended June 30, 2026,2,051 Common Warrants were exercised, resulting in the issuance of 2,051 shares of common stock and aggregate proceeds of a de minimis amount. The Company’s outstanding Common Warrants were automatically exercised on a net exercise basis into 3,287,352 shares of common stock immediately prior to the closing of the IPO. As of June 30, 2026, no Common Warrants remain issued and outstanding.

Stock-Based Compensation

Stock Options

In August 2021, the Company’s Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) which provided for the granting of stock appreciation rights, incentive stock options, restricted stock awards, other stock-based awards to eligible employees, officers, directors, consultants, and advisors. The stock options issued under the 2021 Plan expire not more than ten years from their respective grant dates. The 2021 Plan was subsequently amended on various dates through September 2025 to increase the number of shares available for the issuance of awards. As of the effective date of the 2026 Long-Term Incentive Plan (the “2026 Plan”) and as of June 30, 2026, there wereno shares remaining available for future issuance under the 2021 Plan. Any options or other awards outstanding under the 2021 Plan remain outstanding and effective. The remaining shares reserved for issuance under the 2021 Plan ceased to be available for issuance at the time that the 2026 Plan became effective.

In May 2026, the Company’s Board of Directors adopted the 2026 Plan and the 2026 Employee Stock Purchase Plan (the “ESPP”), which both became effective in connection with the IPO. The 2026 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance-based awards and other stock-based awards or cash incentives to employees, directors and consultants. A total of 6,232,376 shares of the Company’s common stock have been reserved for future issuance under the 2026 Plan, in addition to any automatic increases in the number of shares of common stock reserved for future issuance under the 2026 Plan and any shares underlying outstanding stock awards granted under the 2021 Plan that expire or are repurchased, forfeited, cancelled or withheld. The ESPP reserved a total of 516,400 shares for future issuance of common stock pursuant to purchase rights granted to employees, in addition to any automatic increases in the number of shares of common stock reserved for future issuance under the ESPP.

Upon the closing of the IPO, the Company granted 3,433,534 stock options to purchase shares of the Company’s common stock under the 2026 Plan to certain employees and directors, with an exercise price equal to the IPO price of $18.00 per share.

The stock options granted under the plans generally vest over four years, with 25% of the award vesting at a one-year cliff with the remaining portion vesting in equal installments over the remaining period, or in equal monthly installments over four years . The stock options granted contain service‑based vesting conditions and certain stock options granted contain performance‑based vesting conditions. Awards with a service‑based component require continued service with the Company over the requisite service period, while vesting for awards with performance‑based conditions is tied to the achievement of certain research and development milestones.

The following table summarizes the Company’s stock option activity for thesix months ended June 30, 2026:

In December 2025,166,550 stock options to purchase shares of the Company’s common stock were early exercised pursuant to approval by the Company’s Board of Directors. The unvested common stock purchased pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be outstanding until those shares vest according to their respective terms.

The following table presents, on a weighted-average basis, the assumptions used in the Black Scholes option-pricing model to determine the grant date fair value of the stock options granted during thesix months ended June 30, 2026:

There wereno stock options granted during thesix months ended June 30, 2025. The weighted average grant-date fair value of stock options granted during the six months ended June 30, 2026 was$14.15 per option. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $0.3 million and$0.1 million during the six months ended June 30, 2026 and 2025, respectively.

Restricted Stock

The summary of restricted stock award activity for thesix months ended June 30, 2026, is as follows:

The Company recorded stock compensation expense of$0.2 million and$0.4 million related to the restricted stock awards during the three and six months ended June 30, 2026, respectively. The Company recorded stock compensation expense of a de minimis amount related to the restricted stock awards during the three and six months ended June 30, 2025.

The total unrecognized stock-based compensation expense will be adjusted for actual forfeitures as they occur. As of June 30, 2026, total unrecognized compensation costs related to unvested stock options and restricted stock awards was$67.4 million, which is expected to be recognized over the remaining weighted average period of approximately 3.03 years.

The following table summarizes stock-based compensation expense included in operating expenses for the periods presented:

Commitments and Contingencies

Contingent Consideration

In connection with the IFM acquisition, the Company is required to make future payments to the shareholders of IFM based on the occurrence of certain development, commercial, regulatory and sales milestones (see Note 5).

In connection with the Rahko acquisition, the Company has a contingent payment obligation to the shareholders of Rahko upon the occurrence of certain qualifying events. No qualifying event has occurred as of June 30, 2026 (see Note 5).

Legal Proceedings

The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to its legal proceedings as incurred.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. As currently established, the Company is not required to make and has not made any contributions to the 401(k) Plan.

Net Loss Per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the periods presented:

(1)The weighted-average number of common shares used in computing net loss basic and diluted per share for the three and six months ended June 30, 2025 includes 4,056,164 shares of common stock underlying Common Warrants issued as part of the Series D preferred stock financing during 2025.

The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect is antidilutive:

Segment Information

The Company operates and manages its business asone reportable segment andone operating segment, which is focused on the standard of care for patients suffering from autoimmune and inflammatory diseases. The chief operating decision maker (“CODM”) manages the Company’s operations on a consolidated basis, assesses performance for the operating segment and decides how to allocate resources based on consolidated net loss, which is reported on the condensed consolidated statements of operations and comprehensive loss.

The CODM uses consolidated net loss to evaluate the Company’s spend and monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing the performance of the operating segment and in establishing resource allocation across the organization.

Factors used in determining the reportable segment include the nature of the Company’s operating activities, the organizational and reporting structure and the type of information reviewed by the CODM to allocate resources and evaluate financial performance. The accounting policies of the segment are the same as those described in Note 2 of the notes to the condensed consolidated financial statements.

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The following table presents certain financial data for the Company’s reportable segment:

(1)Research and development expenses associated with preclinical and clinical studies includes research software, professional services and laboratory operations supporting the Company’s research and development programs.

(2)Facilities and related expenses includes rent, common area maintenance costs, repairs and maintenance, utilities and real estate taxes.

(3) General and corporate expenses include general and administrative costs associated with professional and consulting fees and other overhead costs.

(4) For thethree and six months ended June 30, 2026 and 2025, other segment items consist of interest income, stock-based compensation expense, depreciation and amortization expense, change in fair value of contingent consideration expense, income tax (benefit) provision and other (income) expense, net. Interest income consists of interest income earned on cash equivalents and marketable securities. Interest expense consists of interest expense on finance leases. Other (income) expense, net primarily consists of realized and unrealized gains and losses on marketable securities.