REVELATION BIOSCIENCES, INC.

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiary, referred to as “we,” “us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company developing innovative solutions to treat acute and chronic disease. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD, an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury (“AKI”); and GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease (“CKD”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and warrants sold in its initial public offering (“Public Warrants”) are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Split

On January 28, 2026, the Company effected the approved 1-for-4 reverse stock split of our shares of common stock (the “2026 Reverse Split”). No fractional shares were outstanding following the 2026 Reverse Split; any fractional shares were rounded up to the nearest whole share.

On July 7, 2025, the Company effected the approved 1-for-3 reverse stock split of our shares of common stock (the “July 2025 Reverse Split”). No fractional shares were outstanding following the July 2025 Reverse Split; any fractional shares were rounded up to the next whole share.

On January 28, 2025, the Company effected the approved 1-for-16 reverse stock split of our shares of common stock (the “January 2025 Reverse Split”). No fractional shares were outstanding following the January 2025 Reverse Split; any fractional shares were rounded down to the nearest whole share.

Unless specifically provided otherwise herein, the share and per share information that follows in this Quarterly Report, reflects the effect of the reverse stock splits described above.

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of$6.3 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of$55.8 million, a stockholders’ equity of$10.1 million and available cash and cash equivalents of$11.5 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for the Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s unaudited condensed financial statements for June 30, 2026 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The unaudited condensed consolidated financial statements for June 30, 2026, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2025 and for the year ended December 31, 2025 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six months ended June 30, 2026 are unaudited. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto included in this Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included on Form 10-K, as filed with the SEC on February 26, 2026.

2. Summary of Significant Accounting Policies

During the three and six months ended June 30, 2026, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Selected significant accounting policies are discussed in further detail below:

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and shares underlying vested restricted stock units for which the shares have not been issued, and excludes shares of restricted stock that are issued but unvested.

The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows:

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses(“ASU 2024-03”). ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

3. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Property and Equipment, Net

Property and equipment, net consisted of the following:

Depreciation expense was$8,313 and$7,220 for thethree months ended June 30, 2026 and 2025, respectively.

Depreciation expense was$15,516 and$14,441 for thesix months ended June 30, 2026 and 2025, respectively.

Accrued Expenses

Accrued expenses consisted of the following:

4. Commitments and Contingencies

Lease Commitments

In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025. The Oberlin Lease, which is an operating lease, has a non-cancelable term ofthree years, with onethree-year renewal option at fair market value. The Oberlin Lease requires base monthly rent of approximately $33,000 which escalates annually by 3%, and contains provisions for free rent periods and an allowance for tenant improvements of up to approximately $54,000. In addition to base rent, the Oberlin Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises, which represent variable lease costs. On the lease commencement date, the Company recognized a right-of-use asset and lease liability of approximately $741,000 on its consolidated balance sheet. As of June 30, 2026, the remaining lease term of the Oberlin Lease was 2.4 years.

The Company also leases office space located in San Diego, California, through a month-to-month rental agreement, with monthly rent of $151. During the year ended December 31, 2025, the Company leased laboratory space on a month-to-month basis with monthly rent equal to $5,350. That lease was terminated effective December 31, 2025.

Commitments

The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

5. Financings

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 56,250 shares of its common stock,247,084 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0012 which did not have an expiration date (the “Class H Pre-Funded Warrant”) and 14,560,000 warrants to purchase 1,213,334 shares of common stock with an initial exercise price of $13.20 which expire on June 23, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $13.20 per share of common stock and associated Class H Common Stock Warrants, or $13.19 per Class H Pre-Funded Warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million. The shares of common stock issued, the shares of common stock underlying the Class H Pre-Funded Warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025. During 2025, all of the Class H Pre-Funded Warrants and certain of the Class H Common Stock Warrants were exercised. See additional discussion below under Class H Warrant Inducement and Common Stock Issuances during the year ended December 31, 2025 (See Note 7).

Roth Capital Partners, LLC (“Roth”)was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $0.3 million.

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants during 2025 (see Note 9).

Class H Warrant Inducement

On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 1,088,751 shares of its common stock, at an exercise priceof $8.80 per share. In exchange, the Company agreed to issue 3,266,252 Class I Common Stock Warrants. The Class H Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class H Warrant Inducement, the Company paid Roth a cash fee of approximately $0.8 million for its services. The Company received net cash proceeds of approxim ately $8.7 million, which is net of issuance costs of approxima tely $0.9 million. The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025 (See Note 9).

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class H Common Stock Warrants and the Class I Common Stock Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Class H Common Stock Warrants immediately before and after the warrant modification (see Note 9).

Due to the beneficial ownership limitation provisions in the inducement offer letters, certain of the shares were initially unissued, and held in abeyance for the benefit of the warrant holders, until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. As of December 31, 2025, there were 188,200 shares held in abeyance related to the Class H Warrant Inducement that were released during thesix months ended June 30, 2026, resulting in no abeyance shares outstanding as of June 30, 2026.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants during 2025 (see Note 9).

Class I Warrant Inducement

On January 23, 2026, the Company entered into warrant exercise inducement offer letters (the “Class I Warrant Inducement”) with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock, at an exercise price of $8.80 per share. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at a reduced exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Class I Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class I Warrant Inducement, the Company paid Roth a cash fee of approximately $0.6 million for its services. The Company received net proceeds of approximately $6.7 million from the warrant exercises, which is net of issuance costs of approximately$0.7 million. The shares of common stock issued from the exercise of the Class I Common Stock Warrants were registered with the SEC on Form S-3 (File No. 333-290309), which was declared effective by the SEC on September 30, 2025. The Class J Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-293078) with the SEC and was declared effective on February 11, 2026.

The Class I Warrant Inducement, which resulted in the issuance of the Class J Common Stock Warrants in exchange for the cash exercise of the Class I Common Stock Warrants, is considered a modification of the Class I Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class I Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class I Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $6.7 million. As the Class I Common Stock Warrants and the Class J Common Stock Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.3 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Class I Common Stock Warrants immediately before and after the warrant modification.

The Class I Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, the Class H Common Stock Warrants, and the Class I Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $5.7 million related to the price reset of the Class D, Class G, Class H, and Class I Common Stock Warrants during thesix months ended June 30, 2026 (see Note 9).

6. Preferred Stock

The Company is authorized under its certificate of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval.

During July 2026, the Company authorized and issued, in conjunction with a stockholder rights plan, rights relating to a new series of preferred stock (see Note 12).

7. Common Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $0.001 per share.

Common Stock Issuances during the year ended December 31, 2025

During January, March, and August 2025, the Company issued 42,336 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

During February and October 2025, the Company issued 252,937 shares of common stock for RSA grants to employees, directors, and a consultant.

During May 2025, the Company issued 56,250 shares of common stock in connection with the May 2025 Public Offering, for which the Company received net cash proceeds of $3.4 million.

During May and June 2025, the Company issued 247,084 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering for cash proceeds of $297.

During July 2025, the Company issued 41,250 shares of common stock for cash exercises of Class H Common Stock Warrants, for which the Company received net proceeds of $363,000.

Between September and December 2025, the Company issued 1,088,751 shares of common stock in connection with the Class H Warrant Inducement, for net cash proceeds of $8.7 million.

Common Stock Issuances during the six months ended June 30, 2026

During January 2026, the Company released from abeyance 188,200 shares of common stock.

During January 2026, the Company issued 2,136,251 shares of common stock in connection with the Class I Warrant Inducement, for net cash proceeds of $6.7 million.

As of June 30, 2026 and December 31, 2025,3,908,420 and 1,583,969 shares of common stock were issued and outstanding, respectively. As of June 30, 2026, no cash dividends have been declared or paid.

The total shares of common stock reserved for issuance are summarized as follows:

(1) Includes 40,313 shares of common stock underlying restricted stock units that vested during the six months ended June 30, 2026 for which the underlying shares of common stock were not issued as of June 30, 2026.

8. Stock-Based Compensation

2021 Equity Incentive Plan

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. The 2021 Plan covers any option, restricted stock award, restricted stock unit, non-employee director award, or other stock-based award, in each case granted to an eligible participant pursuant to the 2021 Plan. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, or within periods from one tofour years, with vesting based on the continued service of eligible participants. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10% of the increase in the aggregate number of fully diluted shares of our common stock from the first day of the preceding quarter to the first day of the current quarter, or such lesser number as determined by our board of directors (the “Evergreen”). As of June 30, 2026, the number of shares of common stock approved for issuance under the 2021 Plan is 1,299,207 shares.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options shall not be exercisable after five years from the grant date.

2026 Equity Inducement Plan

In April 2026, the Board of Directors of the Company adopted the Revelation Biosciences, Inc. 2026 Equity Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of stock options, restricted stock awards, restricted stock units, and other stock based awards. The Inducement Plan is intended to be used exclusively for grants of equity awards to new employees as an inducement to entering into employment with the Company. The maximum number of shares of common stock reserved for issuance under the Inducement Plan is 750,000 shares of common stock. As of June 30, 2026, no awards have been granted under the Inducement Plan.

Restricted Stock Units

On January 8, 2026, there were an aggregate of 249,779 restricted stock units (“RSUs”) granted to employees and members of the Board of Directors. The RSUs were granted from shares available under the 2021 Plan and either vest quarterly overone year from the grant date or vest quarterly overtwo years from the grant date. The awards had a fair value of $0.9 million, based on the Company’s stock price on the date of grant.

In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of 22,500 RSUs. This inducement award, granted outside of the 2021 Plan, was unregistered at the time of issuance, but was subsequently registered in April 2026. These RSUs vest overtwo years in equal quarterly installments subject to the employee’s continued service. These RSUs had a fair value of $0.1 million, based on the Company’s stock price on the date of grant.

The activity related to RSUs during thesix months ended June 30, 2026 is summarized as follows:

Restricted Stock Awards

On February 11, 2025, there were 4,888 restricted stock awards (“RSAs”) granted to employees and members of the Board of Directors, which had a fair value of $0.2 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 4,813 shares fully vested on the date of grant and the remaining 75 shares vested on February 11, 2026.

On October 28, 2025, there were 248,049 RSAs granted to employees, the Board of Directors, and a consultant, which had a fair value of $1.3 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 48,834 shares that vest over one quarter and 199,215 shares that vest quarterly over one year.

The activity related to RSAs during thesix months ended June 30, 2026 is summarized as follows:

Stock-Based Compensation Expense

For thethree and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense for the periods indicated as follows:

As of June 30, 2026, there was approximately $0.7 million of unrecognized stock-based compensation expense related to RSU grants, which is expected to be recognized over approximately 1.4 years, and approximately $0.3 million of unrecognized stock-based compensation expense related to RSA grants, which is expected to be recognized over approximately 0.3 years.

9. Warrants

Common Stock Warrants Outstanding

The following table summarizes the Company's outstanding and exercisable common stock warrants as of June 30, 2026:

Class C Common Stock Warrants

The Class C Common Stock Warrants are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. As of June 30, 2026 and December 31, 2025, the fair value of the Class C Common Stock Warrants was insignificant.

Class D Common Stock Warrants

As a result of an exercise price adjustment triggered by the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $192.00 to $45.12. The exercise price was further reset to $13.20 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5). Additionally, the exercise price was reset to $8.80 as a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, and then reset to $6.20 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5). The impact of the down-round triggers for the Class D Common Stock Warrants during 2025 was not significant.

The exercise price of the Class D Common Stock Warrants was reset from $6.20 to $1.90 as a result of the down-round provision triggered by instruments sold in the Class I Warrant Inducement on January 23, 2026 (see Note 5), and again on January 28, 2026 to $1.78 as a result of the exercise price adjustment triggered by the 2026 Reverse Split. The impact of the down-round price adjustment for the Class D Common Stock Warrants was not significant to the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2026.

Class G Common Stock Warrants

The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $192.00 to $45.12 and a proportional increase in the number of shares issuable upon exercise from 31,751 shares to 135,122 shares.

On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $13.20 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 461,818 shares. The Company recorded a related deemed dividend of approximately $3.2 million during the three and six months ended June 30, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $45.12 per share and an exercise price of $13.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital.

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $45.12 per share and $13.20 per share were $8.48 per warrant share and $9.36 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions:

As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $8.80 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 461,818 shares to 692,735 shares.

On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $6.20 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 983,236 shares. The Company recorded a related deemed dividend of approximately $2.8 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital.

The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $8.80 per share and $6.20 per share were $8.96 per warrant share and $9.12 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:

The exercise price of the Class G Common Stock Warrants was reset from $6.20 to $1.90 on January 23, 2026, as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement (see Note 5), and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants from 983,236 shares to 3,203,565 shares. The Company recorded a related deemed dividend of approximately $5.4 million during the six months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $6.20 per share and an exercise price of $1.90 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in addition paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on January 23, 2026, with an exercise price of $6.20 per share and $1.90 per share were $2.20 per warrant share and $2.37 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78, and a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 3,424,753 shares.

Class H Common Stock Warrants

On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 1,213,334 shares of common stock. The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class H Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class H Common Stock Warrants were valued on the issuance date in the aggregate at $11.5 million, which was included in the issuance costs of the May 2025 Public Offering. The fair value of the Class H Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

As a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset from $13.20 to $8.80.

On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $6.20 per warrant. The Company recorded a related deemed dividend of approximately $13,000 during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share, which resulted in a fair value of $8.96 per warrant share and $9.12 per warrant share, respectively.

The exercise price of the Class H Common Stock Warrants was reset from $6.20 to $1.90 on January 23, 2026 as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement (see Note 5). The Company recorded a related deemed dividend of approximately $13,000 during thesix months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $6.20 per share and an exercise price of $1.90 per share, which resulted in a fair value of $2.22 per warrant share and $2.38 per warrant share, respectively.

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class H Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78.

Class I Common Stock Warrants

On September 11, 2025 in connection with the Class H Warrant Inducement (see Note 5), the Company issued Class I Common Stock Warrants to purchase up to 3,266,252 shares of common stock at an initial exercise price of $8.80 per share. The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class I Common Stock Warrants are exercisable for a period offive years from December 3, 2025, which was the date of shareholder approval. The Class I Common Stock Warrants were valued on the issuance date in the aggregate at $23.7 million, which was included in the issuance costs of the Class H Warrant Inducement. The fair value of the Class I Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the follo wing assumptions:

On January 23, 2026, in connection with the Class I Warrant Inducement, there were 2,136,251 Class I Common Stock Warrants that were exercised for 2,136,251 shares of common stock (see Note 5). The exercise price of the remaining 1,130,001 Class I Common Stock Warrants was reset from $8.80 to $1.90 as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement. The Company recorded a related deemed dividend of approximately $0.2 million during thesix months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $1.90 per share, which resulted in a fair value of $2.16 per warrant share and $2.38 per warrant share, respectively. This was estimated using the Black-Scholes option pricing model with the following assumptions:

The 2026 Reverse Split on January 28, 2026 also triggered an exercise price adjustment per the terms of the Class I Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78.

Class J Common Stock Warrants

On January 23, 2026 in connection with the Class I Warrant Inducement (see Note 5), the Company issued Class J Common Stock Warrants to purchase up to 4,272,500 shares of common stock at an initial exercise price of $3.44 per share. The Class J Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class J Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class J Common Stock Warrants were valued on the issuance date in the aggregate at $9.9 million, which was included in the issuance costs of the Class I Warrant Inducement. The fair value of the Class J Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the follo wing assumptions:

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class J Common Stock Warrants, which resulted in a reduction to the exercise price from $3.44 to $1.78.

10. Income Taxes

The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax loss and other comprehensive loss. The Company did not record a provision or benefit for income taxes during the three and six months ended June 30, 2026 and 2025, respectively.

The Company incurred taxable losses in 2025 and projects further taxable losses for 2026. The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets.

11. Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis ofone reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system.

The CODM of the Company is the Chief Executive Officer. The CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net loss that is also reported within the condensed consolidated statements of operations. The measure of segment assets that is reviewed by the CODM is reported within the condensed consolidated balance sheets as consolidated total assets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM:

12. Subsequent Events

Stockholder Rights Plan

During July 2026, the Company amended its certificate of incorporation to adopt a Certificate of Designation of Rights, Preferences, and Privileges of Series B Junior Participating Preferred Stock (“Series B Preferred”), designating 100,000 shares as Series B Preferred, with a par value of $0.001 per share, in conjunction with a stockholders rights plan that was adopted on July 10, 2026, as described below. The Series B Preferred shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. The holders of shares of Series B Preferred and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. Subject to the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred with respect to dividends, the holders of shares of Series B Preferred shall be entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available for this purpose, and the Company shall declare a dividend or distribution on the Series B Preferred immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior to the Series B Preferred unless, prior to the holders of shares of Series B Preferred receiving the greater of (a) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (b) an aggregate amount per share, subject to adjustment, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends on such shares of Series B Preferred.

On July 10, 2026, the Board of Directors of the Company adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one Series B Preferred purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The Rights will become exercisable only if a person or a group of affiliated or associated persons has become an “Acquiring Person,” which is defined in the Rights Agreement as a person or group of affiliated or associated persons who acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. In that case, each holder of a Right will be entitled to purchaseone one-thousandth of a share of the Company’s Series B Preferred at a price of $20, subject to adjustment. The Rights are not exercisable until the Distribution Date, which is the earlier of (i)ten calendar days after a public announcement that a person has become an Acquiring Person and (ii)ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person. In addition, the Rights Agreement has customary flip-in, flip-over and exchange features, and the Board of Directors may redeem all of the Rights at a price of $0.001 per Right, at any time before a person becomes an Acquiring Person. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange.