AN2 Therapeutics, Inc.

Note 1. Organization and Description of the Business

Description of Business

AN2 Therapeutics, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics derived from its boron chemistry platform. The Company's development pipeline spans hematologic diseases, infectious diseases and oncology with three Phase 2 studies expected to be active in 2026, two preclinical candidates, as well as advanced research programs focused on targets in oncology, bone disorders and infectious diseases. The Company is committed to delivering high-impact drugs to patients that address critical medical needs and improve health outcomes. The Company was incorporated in the state of Delaware in February 2017, began operations in November 2019, began trading on the Nasdaq Global Select Market on March 25, 2022 under the symbol “ANTX”, and is based in Menlo Park, California.

Since launching operations in November 2019, the Company has devoted substantially all of its resources to performing research and development activities, business planning and restructuring, hiring personnel, raising capital, and providing general and administrative support for these operations.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

Unaudited Interim Condensed Financial Information

The accompanying condensed balance sheet as of June 30, 2026, the condensed statements of operations and comprehensive loss and the condensed statements of stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and the condensed statements of cash flows for the six months ended June 30, 2026 and 2025 are unaudited. The unaudited interim condensed 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 as of June 30, 2026, the results of its operations for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2026 and 2025 are also unaudited. The results for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period. The balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim condensed financial statements. Accordingly, these unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”), dated March 17, 2026.

Risks and Uncertainties

Liquidity

The Company’s operations have historically been primarily financed through the issuance and sale of redeemable convertible preferred stock and common stock. Since inception, the Company has incurred significant losses and negative net cash flows from operations. During the three months ended June 30, 2026 and 2025, the Company incurred a net loss of $8.2 million and $6.5 million, respectively. During the six months ended June 30, 2026 and 2025, the Company incurred a net loss of $18.2 million and $17.1 million, respectively, and had cash flows used in operating activities of$19.1 million and$18.2 million, respectively. The Company has an accumulated deficit of $259.2 million and $241.0 million as of June 30, 2026 and December 31, 2025, respectively, and will require substantial additional capital for research and development activities. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development.

As of June 30, 2026, the Company had cash, cash equivalents, and investments of $79.9 million. Management believes that its cash, cash equivalents, and investments as of June 30, 2026 will be sufficient to fund its current operating plan through at least twelve months from the issuance date of these condensed financial statements. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development, including costs for preclinical and nonclinical studies, clinical trials, and clinical trial and material manufacturing. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital, and reduce discretionary spending should additional capital not become available could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Segments

The Company operates and manages its business asone reportable and operating segment. For financial information related to the Company's one operating segment, see Note 12 - Segment Reporting.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including those related to research and development accruals, fair value of assets and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates.

All research and development costs, including work performed by third parties, are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, consulting fees, and facility costs, as well as fees paid to other entities that conduct certain research and development activities on behalf of the Company. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered.

As part of the process of preparing its financial statements, the Company estimates its accrued expenses. This process involves reviewing quotations and contracts, identifying services that have been performed on the Company’s behalf and estimating the level of services performed and the associated cost incurred for services for which the Company has not yet been invoiced or otherwise notified of the actual cost. The majority of the Company’s service providers invoice monthly in arrears for services performed or when contractual milestones are met. The Company makes estimates of its accrued expenses at the end of each reporting period based on the facts and circumstances known to the Company at that time. The significant estimates in the Company’s accrued research and development expenses relate to expenses incurred with respect to contract manufacturing and clinical and other research organizations, academic research centers, and other vendors in connection with research and development activities for which the Company has not yet been invoiced.

Stock-Based Compensation

The Company measures and recognizes compensation expense for equity-classified stock-based awards made to employees, directors and non-employees based on the grant date estimated fair value of each award. Compensation expense for employee and director awards is recognized on a straight-line basis over the requisite service period which is generally the vesting period for the entire award. Expense is adjusted for forfeitures as they occur. Compensation expense for non-employee awards is recognized in the same period and manner as if the Company had paid cash for the goods or services provided.

The valuation model used for calculating the fair value of stock options for stock-based compensation expense is the Black-Scholes option-pricing model (the “Black-Scholes model”). The Black-Scholes model requires management to make assumptions and judgments about the variables used in the calculation, including the expected term, the expected volatility of common stock, an assumed risk-free interest rate, and expected dividends the Company may pay. Management uses the simplified calculation (based on the mid-point between the vesting date and the end of the contractual term) of the expected term for its stock options as the Company has concluded that its stock option history does not provide a reasonable basis upon which to estimate expected term. Through November 2025, volatility is based on an average of the historical volatilities of the common stock of entities with characteristics similar to that of the Company. Beginning in December 2025, after sufficient trading data of the Company’s common stock on the Nasdaq Global Select Market became available, the Company adopted a blended volatility methodology that combines the Company’s historical volatility with that of a peer group, weighting the volatility of its peer group for the amount of time prior to the Company's initial public offering in March 2022 so that the blended volatility term equals the expected term of the related stock-based award. The Company will continue to utilize this blended volatility methodology until sufficient historical trading data of the Company's common stock is available. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

For option awards that contain performance conditions, compensation cost is recognized in the period in which it becomes probable that the performance condition will be satisfied. For option awards that vest upon a liquidity event or a change in control, the performance condition is not probable of being achieved until the event occurs. As a result, no compensation expense would be recognized until the performance-based vesting condition is achieved.

Warrants

The Company accounts for warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). This assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Finally, the Company determines if the warrants meet the definition of a derivative based on their contractual terms. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. The Company also evaluates if changes in contractual terms or other considerations would result in the reclassification of outstanding warrants from stockholders’ equity to liabilities (or vice versa).

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents, which consist of money market funds, are stated at fair value. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents of $44.3 million and $19.9 million, respectively.

Investments

Investments consist of U.S. Treasury securities, commercial paper, U.S. Government agency securities, and corporate debt securities. All of the Company’s investments are classified as available-for-sale and are carried at estimated fair values and reported as cash equivalents, short-term investments or long-term investments. Management determines the appropriate classification of the investments at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Investments with contractual maturities greater than 12 months are considered long-term investments. The cost of investments sold, if any, is based on the specific identification method.

Unrealized gains and losses on available-for-sale investments are reported in accumulated other comprehensive (loss) gain as a separate component of stockholders’ equity (deficit). For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the statements of operations and comprehensive loss. If neither criterion is met, the Company evaluates whether the decline in fair value is related to credit-related factors or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. Credit-related impairment losses, limited by the amount that the fair value is less than the amortized cost basis, are recorded through an allowance for credit losses in other income, net. Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors are recognized in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income, net in the statements of operations and comprehensive loss.

For purposes of identifying and measuring credit-related impairments, the Company’s policy is to exclude applicable accrued interest from both the fair value and amortized cost basis of the related security. The Company has elected to write-off uncollectible accrued interest receivable balances in a timely manner, which is defined by the Company as when interest due becomes 90 days delinquent. The accrued interest write-off will be recorded by reversing interest income. Accrued interest receivable is recorded to prepaid expenses and other current assets on the Company’s unaudited interim condensed balance sheets.

As of June 30, 2026 and December 31, 2025, the Company had investments of $35.5 million and $40.1 million, respectively.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s cash is invested through financial institutions in the United States. The Company’s investments consist of debt securities, issued by highly rated corporate entities or the U.S. government, and asset-backed securities. The Company’s exposure to any individual corporate entity is limited by its investment policy. Deposits have and will continue to exceed federally insured limits. The Company invests its cash equivalents in highly rated money market funds. The Company has not experienced any credit losses in such accounts.

The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded on the condensed balance sheets. Through June 30, 2026, the Company had no off-balance sheet concentrations of credit risk.

Government Contract

In September 2022, the Company received a cost-reimbursement contract award under which the Company was eligible to receive up to $17.8 million from the U.S. National Institute of Allergy and Infectious Diseases (“NIAID”) to support preclinical, Phase 1 studies and other activities to enable advancement of epetraborole into late-stage development for acute systemic melioidosis and other biothreat pathogens. In April 2025, the Company entered into a contract modification with NIAID for a $0.5 million increase and term extension to an existing NIAID contract option. In June 2025, as part of a U.S. Government cost efficiency initiative under a 2025 Executive Order, the Company was notified that the NIAID will not exercise certain remaining options under the contract, resulting in a total $9.0 million reduction to the $18.3 million contract, for a total cumulative contract funding of up to $9.3 million. With the completion of pivotal work under the contract, including the manufacture of drug product, the Company is engaged with federal agencies to fund a Phase 2 proof-of-concept clinical trial for acute melioidosis. This project will be funded in whole with Federal funds from the NIAID, National Institutes of Health, and Department of Health and Human Services Contract No. 75N93022C00059. Accounting for this contract does not fall under ASC 606, Revenue from Contracts with Customers, as NIAID will not benefit directly from the advancement of epetraborole. As there was no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities at the inception of the NIAID contract, the Company applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for the NIAID contract payments to the Company. The Company has not yet adopted Accounting Standards Update 2025-10, which was announced in December 2025 to address accounting for government assistance to for-profit business entities (see Recent Accounting Pronouncements Not Yet Adopted). Under IAS 20, government contract proceeds are recognized when there is reasonable assurance the conditions of the contract will be met and the contract funding will be received. For the NIAID contract, this occurs after the qualifying expenses related to the contract have been incurred, or the Company concludes the conditions of the contract have been substantially met. The income related to the reimbursement of operating expenses is then recorded as a reduction of those expenses (see Note 4 - Funding Arrangements).

Grant Agreements

The Company recognizes grant proceeds from the Gates Foundation, formerly the Bill and Melinda Gates Foundation, in accordance with ASC 958-605, Not-for-Profit Entities - Revenue Recognition. When qualifying costs are incurred and the conditions of the grant agreement have been met, the Company records a reduction to the research and development expenses incurred and a corresponding grant receivable. Cash received from grants in advance of incurring qualifying costs is recorded as a liability and recognized as a reduction to the qualifying research and development expenses incurred (see Note 4 - Funding Arrangements).

Comprehensive Loss

Comprehensive loss includes net loss and certain changes in stockholders’ equity that are excluded from net loss. The Company’s other comprehensive loss consists of net changes in unrealized gains and losses on its available-for-sale investments. For the three and six months ended June 30, 2026 and 2025, the Company had insignificant net unrealized loss on available-for-sale investments.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, unvested restricted stock units (“RSUs”), common stock subject to repurchase related to unvested early exercise of stock options, and shares committed under the Company’s 2022 Employee Stock Purchase Plan (“ESPP”) are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities. In June 2025, the Company entered into exchange agreements with existing stockholders to exchange 2,952,000 shares of the Company’s common stock for pre-funded warrants (the “2025 Pre-Funded Warrants”) for an equivalent number of shares of common stock at a nominal exercise price of $0.00001 per share. In March 2026, the Company entered into a Securities Purchase Agreement which provided for the sale and issuance by the Company of an aggregate of: (i)8,245,611 shares of the Company’s common stock and (ii) pre-funded warrants to purchase up to an aggregate of 5,789,493 shares of common stock (the “2026 Pre-Funded Warrants”). The shares of common stock underlying the 2026 Pre-Funded Warrants and 2025 Pre-Funded Warrants are considered outstanding for the purposes of computing net loss per share because the shares may be issued for little or no consideration, they are fully vested and the Warrants are immediately exercisable upon their issuance date. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods because the impact of potentially dilutive securities would be anti-dilutive.

JOBS Act Accounting Election

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. The Company may take advantage of these provisions until December 31, 2027, unless the Company ceases to be an emerging growth company at an earlier date. As a result, these financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments, replacing the treasury stock method with the if-converted method for calculation of diluted earnings per share, and removing certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. ASU 2020-06 was effective for annual periods beginning after December 15, 2023, but was not applicable to the Company at that time. The Company adopted ASU 2020-06 on June 17, 2025 using the modified retrospective method in connection with accounting for the pre-funded warrant exchange (See Note 8 – Equity, Common Stock and Pre-Funded Warrants Transactions). Adoption of this standard didnot have any impact on the Company's financial statements or net loss per share amounts.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, prospectively. Newly required disclosures were included in Note 10 - Income Taxes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, dated March 17, 2026.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “OBBBA”), which includes several changes to U.S. federal income tax law, including the temporary and permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017. Adoption of the relevant provisions of the OBBBA did not have a material impact on the Company's financial statements and related disclosures. The Company will continue to monitor the impact of the OBBBA in future periods.

Recent Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise noted, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its condensed financial statements and disclosures. As an “emerging growth” company, it has been the Company’s intention to take advantage of certain temporary exemptions from various reporting requirements, as well as taking advantage of additional transitional relief.

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(“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832) (“ASU 2025-10”), which adds guidance to ASC 832, Government Assistance, on the recognition, measurement, and presentation of government grants. ASU 2025-10 is effective for fiscal years, including interim reporting periods within those fiscal years, beginning after December 15, 2028 and may be adopted on a modified prospective or modified or full retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (“ASU 2025-11”), which clarifies guidance on interim reporting. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027 and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial statements and related disclosures.

Note 3. Fair Value Measurements

The Company records certain financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

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Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities.

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Level 2: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s primary financial instruments include cash, cash equivalents and investments, accounts payable, and accrued liabilities. The carrying amounts of the Company’s financial instruments, other than cash equivalents and investments, approximate fair value due to their relatively short maturities.

The following table presents the Company’s financial assets, which consist of cash equivalents and investments classified as available-for-sale investments, that are measured at fair value on a recurring basis (in thousands):

The Company classifies its money market funds and U.S. Treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.

The Company classifies its investments in commercial paper, corporate debt securities, U.S. government agency securities and U.S. Treasury securities as Level 2 within the fair value hierarchy. The fair values of these investments are estimated by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs. There wereno transfers of financial instruments between valuation levels duringthe six months ended June 30, 2026.

As of June 30, 2026, none of the Company’s available-for-sale investments that were in an unrealized loss position had been in an unrealized loss position for more than 12 months. During thesix months ended June 30, 2026 and 2025, the Company didnot sell any available-for-sale investments.

The Company’s short-term investments had maturities of less than one year from the balance sheet date. The Company’s long-term investments had maturities of between one and two years from the balance sheet date.

The Company does not intend to sell the securities in an unrealized loss position and does not expect they will be required to sell the securities before recovery of the unamortized cost basis. Additionally, the Company evaluated its securities for credit losses and considered the decline in market value to be primarily attributable to current economic and market conditions and not credit related. Accordingly, no allowance for credit losses had been recognized as of June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026 and 2025, the Company didnot recognize any impairment losses related to investments.

As of June 30, 2026 and December 31, 2025, the Company had accrued interest receivable of $0.3 million and $0.4 million, respectively, which was included in prepaid expenses and other current assets on the balance sheets.

Note 4. Funding Arrangements

NIAID Contract

In September 2022, the Company received a cost-reimbursement contract award from the NIAID to support preclinical, Phase 1 studies and other activities to enable the advancement of epetraborole into late-stage development for acute systemic melioidosis and other biothreat pathogens. Under the original award, the Company was eligible to receive up to $17.8 million in funding over a total term of 48 months, consisting of a base period and seven option periods. In July 2023 and May 2024, the NIAID exercisedtwo ofseven available options under the NIAID contract (No: 75N93022C00059), resulting in an increase in committed contract funding of $0.7 million and $3.8 million, respectively, for a cumulative total of $8.8 million. In April 2025, the Company entered into a contract modification with NIAID for a $0.5 million increase and term extension to an existing NIAID contract option. In June 2025, as part of a U.S. government cost efficiency initiative under a 2025 Executive Order, the Company was notified that the NIAID will not exercise certain remaining options under the contract, resulting in a total $9.0 million reduction to the $18.3 million contract, for a cumulative contract total of $9.3 million. Funding for the exercised options is currently estimated to complete in September 2026. As of June 30, 2026, a total of $9.3 million of funding has been committed.

During the three and six months ended June 30, 2026, the Company recorded a negligible amount and $0.2 million, respectively, of incomeas a reduction in research and development operating expenses under the NIAID contract. As of June 30, 2026, the Company recorded a negligible receivable which was included in prepaid expenses and other current assets on the balance sheet. During the three and six months ended June 30, 2025, the Company recorded $3.2 million of income as a reduction in research and development operating expenses under the NIAID contractand had recorded a receivable of $0.5 million as of December 31, 2025.

Gates Foundation Grants

In September 2023, the Company received a cost-reimbursement contract award from the Gates Foundation, formerly the Bill and Melinda Gates Foundation (“2023 BMGF Agreement”), which became fully funded in April 2024. In September 2024, the Company entered into a second-year continuation cost-reimbursement contract award with the Gates Foundation, formerly the Bill and Melinda Gates Foundation (“2024 BMGF Agreement”), under which the Company was awarded $2.0 million to support an early-stage research program focused on delivering novel leads as starting points for new drugs that can be combined to deliver shorter, safer and simpler TB drug regimens. The Company is required to apply the funds it receives under the 2024 BMGF Agreement solely toward direct costs related to this research program. The Company received $1.1 million of funding in advance and tracks and reported eligible expenses incurred to the Gates Foundation.

In September 2025, the Company entered into a third-year continuation cost-reimbursement contract award with the Gates Foundation (“2025 GF Agreement”) under which the Company was awarded $1.9 million to support an early-stage research program focused on delivering an optimized lead compound for clinical development that can be combined with other compounds to deliver shorter, safer and simpler TB drug regimens. The Company is required to apply the funds it receives under the 2025 GF Agreement solely toward direct costs related to this research program. Any unspent funds and any funds spent that have not yet been incurred are recorded as part of other current liabilities on the balance sheets.

As of June 30, 2026 and December 31, 2025, $0.8 million and $1.2 million, respectively, was recorded to other current liabilities on the balance sheets. During thethree and six months ended June 30, 2026, the Company recorded income of $0.3 million and $0.8 million, respectively, as a reduction in research and development operating expenses under the 2025 GF Agreement. During thethree and six months ended June 30, 2025, the Company recorded income of $0.5 million and $0.9 million, respectively, as a reduction in research and development operating expenses under the 2024 BMGF Agreement.

Note 5. Collaboration, License and Other Agreements

Anacor Licensing Agreement

In November 2019, the Company entered into an exclusive worldwide license agreement with Anacor Pharmaceuticals, Inc. (“Anacor”) for certain compounds and other intellectual property controlled by Anacor for the treatment, diagnosis, or prevention of all human diseases (the “Anacor License”). The Anacor License will expire upon expiration of the last to expire royalty term. Either party may terminate the Anacor License for the other party’s material breach following a cure period or immediately upon certain insolvency events relating to the other party. The Company has the right to terminate the agreement at its convenience upon 90-day written notice until the first regulatory approval orone-year notice thereafter. Furthermore, upon termination of the Anacor License for any of the foregoing reasons, the rights and licenses within will terminate.

In exchange for the worldwide, sublicensable, exclusive right and licenses to develop, manufacture, and commercialize the specified compounds, the Company paid Anacor a non-refundable $2.0 million upfront payment and granted Anacor shares of Series A redeemable convertible preferred stock.

The Company agreed to make further payments to Anacor upon achievement of various development milestones for an aggregate maximum of $2.0 million, upon achievement of various commercial and sales threshold milestones for an aggregate maximum payment of $125.0 million, and up to 50% of royalties received under certain sublicensing arrangements. Royalties are subject to certain customary reductions, including lack of patent coverage and generic product entry. The Company also agreed to pay Anacor non-refundable, non-creditable sales royalties on a tiered marginal royalty rate based on the country’s status as a developing or developed country as defined in the license agreement. Sales royalties are a percentage of net sales, as specified in the Anacor License, and range from mid-single digits for developing countries (as classified by the World Bank) and single to mid-teens for all other countries or the China, Hong Kong, Taiwan, and Macau territories, upon reaching a minimum of net sales in the low-teen millions. The sales royalties are required to be paid on a product-by-product and country-by-country basis, until the latest to occur of 15 years following the date of first commercial sale of a product, the expiration of all regulatory or data exclusivity, or the date of the expiration of the last to expire valid claim of a licensed patent covering such product in such country. Currently, the date of the expiration of the last to expire valid claim of a licensed patent covering epetraborole in the licensed territory is June 2028. In addition, Anacor is entitled to certain milestone payments upon a change of control of the Company.

In December 2021, the Company entered into an amendment to the Anacor License for certain compounds and other intellectual property controlled by Anacor for the treatment, diagnosis, or prevention of certain bacterial pathogens (the “Anacor License Amendment”). The Anacor License Amendment has no impact on the Anacor License financial terms.

None of the development, regulatory, commercial or sales milestones or royalty payments were recognized during the three and six months ended June 30, 2026 and 2025. As a result, the Company didnot record any research and development expense—related party in the condensed statements of operations for thethree and six months ended June 30, 2026 and 2025.

Brii Biosciences Agreement

In November 2019, the Company entered into a license agreement granting Brii Biosciences Limited the exclusive development and commercialization rights of certain compounds in China, Hong Kong, Taiwan, and Macau for the treatment of human diseases. The Company didnot receive an upfront payment but is eligible to receive up to $15.0 million in the aggregate for development and regulatory milestones and up to $150.0 million in commercial milestones upon achieving sales thresholds. The Company is also entitled to tiered mid-single digits to high-first decile percentage sales-based royalties. The sales royalties are required to be paid on a product-by-product and region-by-region basis, until the latest to occur of 15 years following the date of first commercial sale of a product, the expiration of all regulatory or data exclusivity, or the date upon the expiration of the last to expire claim of a licensed patent covering the composition of matter or approved use of such product in such region. The last to expire valid claim of a licensed patent covering the composition of matter or approved use of such product in the licensed territory is June 2028. Future milestone payments and royalties will be accounted for under ASC 606.

University of Georgia Research Foundation

In October 2023, the Company entered into an exclusive license agreement with the University of Georgia Research Foundation (“UGARF”) to advance the development of AN2-502998, originally discovered by researchers at Anacor, in close collaboration with the University of Georgia. Upon achievement of certain development and sales milestones, the Company is required to make payments of up to approximately $0.9 million and a low single digit royalty. None of the development, regulatory, commercial or sales milestones or royalty payments were recognized during thethree and six months ended June 30, 2026 and 2025.

Note 6. Balance Sheet Components

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

Note 7. Commitments and Contingencies

Contingencies

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of June 30, 2026 and December 31, 2025, and the Company is not currently a party to any legal proceeding that, if determined adversely to the Company, in management’s opinion, is currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, financial condition or results of operations taken as a whole.

Guarantees and Indemnifications

The Company, as permitted under Delaware law and in accordance with its certificate of incorporation, as amended, and bylaws, and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, which the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented.

Adjuvant Global Health Agreement

In conjunction with Adjuvant Global Health Technology Fund L.P.’s (“Adjuvant”) investment in the Company in 2019 and 2020, the Company entered into a Global Health Agreement with Adjuvant, pursuant to which the Company agreed to support the creation of innovative and affordable drugs to treat disease, through public health programs and private purchasers in Low and Lower-Middle-Income Countries (as such terms are defined by the World Bank and in the agreement).

Adjuvant’sinvestment supports the development of the Company’s product candidate, epetraborole, for use in melioidosis-endemic and melioidosis-at-risk countries and in tuberculosis-endemic and tuberculosis-at-risk countries, as defined in the agreement, as amended and restated. These global access commitments will remain in effect until the latter of either that Adjuvant ceases to be a shareholder of the Company, orten years following epetraborole approval for the treatment of melioidosis by a regulatory authority.

The Global Health Agreement contains various affirmative and negative covenants agreed to by the Company, including its use of reasonably diligent endeavors to develop the agreed-upon products using non-dilutive funding and make accessible to people in need in the target countries so long as the Company does not sell products at a loss. Other covenants include prohibition of use of investment for propaganda, attempt to influence legislation, influence of any public election or voter registration drive or promotion of terrorist activities, as well as compliance with certain environmental, social and governance requirements and anti-corruption requirements.

Note 8. Equity

Common Stock

The Company’s certificate of incorporation, as amended, authorizes the Company to issue up to 500,000,000 shares of $0.00001 par value common stock. Holders of common stock are entitled toone vote per share on all matters to be voted upon by the stockholders of the Company.

Subject to the preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors (the “Board”). No dividends have been declared to date.

Common Stock and ATM Offering Programs

On April 6, 2023, the Company entered into a sales agreement (“2023 Sales Agreement”) with Cowen and Company, LLC as the Company’s agent (“Agent”), to issue and sell up to an aggregate gross sales of $100.0 million in shares (“Shares”) of the Company’s common stock through an “at-the-market” equity offering program (“2023 ATM Offering”). The Company will pay commissions to the Agent of up to 3.0% of the gross proceeds of the sale of the Shares sold under the 2023 Sales Agreement and reimburse the Agent for certain expenses. During the year ended December 31, 2023, the Company issued and sold 2,502,000 shares of common stock under the 2023 ATM Offering, resulting in net proceeds of $19.1 million, after deducting commissions and other offering costs. The Company didnot sell any shares of common stock through the 2023 ATM Offering during thesix months ended June 30, 2026. The Company terminated the 2023 Sales Agreement with the Agent in April 2026.

On April 9, 2026, the Company entered into an open market sale agreement (the “2026 Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company may offer and sell from time to time up to an aggregate of $80.0 million in shares of the Company’s common stock through an ATM Offering Program (the“2026 ATM Offering”, together with the “2023 ATM Offering”, the “ATM Offerings”). Sales of shares of the Company’s common stock under the 2026 Sales Agreement will be made pursuant to a Registration Statement on Form S-3 as supplemented by a prospectus supplement. The Company has agreed to pay Jefferies a commission of up to 3.0% of the gross proceeds from the sale of shares of the Company’s common stock sold under the 2026 Sales Agreement. During thesix months ended June 30, 2026, the Company issued and sold 286,498 shares of common stock under the 2026 ATM Offering, resulting in net proceeds of $1.4 million, after deducting commissions and offering costs. In connection with the 2026 Sales Agreement, the Company incurred approximately $0.3 million of offering costs which were deferred and are ratably recognized as a reduction to additional paid-in capital as shares are sold under the 2026 Sales Agreement. For thethree and six months ended June 30, 2026, the Company recognized a negligible amount of offering costs as a reduction to additional paid-in capital.

Shares of common stock reserved for future issuance, on an as-if-converted basis, as of June 30, 2026 and December 31, 2025, consisted of the following:

Preferred Stock

The Company’s certificate of incorporation, as amended, authorizes the Company to issue up to 10,000,000 shares of $0.00001 par value preferred stock. The preferred stock is not convertible. No shares of preferred stock were issued and outstanding as of June 30, 2026 and December 31, 2025.

Shareholder Rights Plan

On August 15, 2024, the Company entered into a Rights Agreement between the Company and Equiniti Trust Company, LLC as Rights Agent (as amended from time to time, the “Rights Agreement”), which was previously approved by the Board. In connection with the Rights Agreement, a dividend was declared ofone preferred stock purchase right (individually, a “Right” and collectively, the “Rights”) for each share of the common stock, par value $0.00001 per share, of the Company outstanding at the close of business on August 29, 2024 (the “Record Date”). Each Right entitles the registered holder thereof, after the Rights become exercisable and until August 15, 2025 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.00001 per share, (the “Series A Preferred”), of the Company at a price of $6.50 per one one-thousandth of a share of Series A Preferred, subject to adjustment. The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement”) and the Rights will expire on August 15, 2025, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. Additional information regarding the Rights Agreement is contained in a Current Report on Form 8-K filed with the SEC on August 19, 2024. The adoption of the Shareholder Rights Plan had no impact on the financial position of the Company. The Shareholder Rights Plan expired on August 15, 2025.

Common Stock and Pre-Funded Warrants Transactions

2026 Private Placement

In March 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”) to raise approximately $40.0 million. The Purchase Agreement provided for the sale and issuance by the Company of an aggregate of: (i)8,245,611 shares (the “Shares”) of the Company’s common stock and (ii) pre-funded warrants to purchase up to an aggregate of 5,789,493 shares of common stock (collectively, the "2026 Private Placement”). The price per Share was $2.85, and the price per 2026 Pre-Funded Warrant was $2.84999. The closing of the 2026 Private Placement occurred on March 10, 2026 (the “Closing”).

The Company valued the 2026 Pre-Funded Warrants at issuance, concluding their sales price approximated their fair value, and allocated net proceeds from the sale proportionately to the common stock and the 2026 Pre-Funded Warrants. Net proceeds allocated to the common stock and the 2026 Pre-Funded Warrants were $21.8 million and $15.3 million, respectively, net of placement agent fees and other offering costs, and recorded as a component of additional paid-in-capital.

In connection with the 2026 Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers at the Closing. Pursuant to the Registration Rights Agreement, among other things, the Company filed a registration statement (the “Registration Statement”) and a prospectus supplement with the SEC to register the resale of the Shares and the shares of common stock issuable upon exercise of the 2026 Pre-Funded Warrants. The SEC declared the Registration Statement effective on April 20, 2026.

2025 Exchange Agreements

In June 2025, the Company entered into exchange agreements (the “2025 Exchange Agreements”) with existing stockholders pursuant to which the stockholders exchanged an aggregate of 2,952,000 shares of the Company’s common stock for the 2025 Pre-Funded Warrants to purchase up to an equivalent number of shares of common stock. The exchange of 152,000 of shares of the Company's common stock settled in July 2025.

The exchange transactions were completed pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and no cash consideration was received by the Company. As there was no cash consideration and the exchange involved equity instruments, the transactions were accounted for as an equity-for-equity exchange with no gain or loss recognized. The Company valued the 2025 Pre-Funded Warrants at issuance, concluding that the closing stock price on the transaction close dates approximated their fair value.

Pre-Funded Warrants

The 2025 Pre-Funded Warrants and the 2026 Pre-Funded Warrants (collectively, the “Pre-Funded Warrants”) have an exercise price of $0.00001 per share and do not have an expiration date. The Pre-Funded Warrants include a beneficial ownership limitation that restricts the holders from exercising any portion of the Pre-Funded Warrant to the extent that, following such exercise, the holder would own more than 9.99% of the Company’s outstanding common stock. The ownership limitation may be increased by the holders to up to 19.99% upon 61 days’ prior written notice to the Company.

The Pre-Funded Warrants meet the criteria for equity classification under ASC 815-40, because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, and (v) are indexed to the Company’s common stock. Accordingly, the Pre-Funded Warrants were recorded in additional paid-in capital within stockholders’ equity.

As of June 30, 2026, all of the Pre-Funded Warrants remain unexercised.

Note 9. Equity Incentive Plan and Stock-Based Compensation

2022 Equity Incentive Plan

The Company adopted the 2022 Equity Incentive Plan (the “2022 Plan”) effective upon the closing of the IPO, which provides for the granting of incentive stock options (“ISOs”) to the Company's employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), RSUs, performance awards, and other forms of awards to employees, directors, and consultants. As of June 30, 2026, no stock appreciation rights or performance awards were issued.

The Company initially reserved for issuance 1,870,000 new shares of common stock pursuant to the 2022 Plan. The Company’s Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) was terminated in 2022; however, shares underlying outstanding stock awards granted under the 2017 Plan will continue to be governed by the 2017 Plan. Shares available under the 2017 Plan were added to the available shares in the 2022 Plan. Shares underlying outstanding stock awards granted under the 2017 Plan that expire or are repurchased by, forfeited to, cancelled or withheld by the Company will also be reserved for issuance under the 2022 Plan.

The initial number of shares of the Company’s common stock that may be issued under the 2022 Plan was not to exceed 4,423,920 shares of the Company's common stock, which is the sum of (i)1,870,000 new shares, plus (ii)2,553,920 shares related to the 2017 Plan. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each year for a period often years, beginning on January 1, 2023 and continuing through January 1, 2032, in an amount equal to (1)4% of the total number of shares of the Company’s common stock outstanding on December 31 of the immediately preceding year, or (2) a lesser number of shares determined by the Company's board of directors no later than December 31 of the immediately preceding year. Accordingly, effective January 1, 2026, the number of shares in the 2022 Plan increased by 1,096,526 shares, representing 4% of the prior year end’s common stock outstanding. The maximum number of shares of the Company's common stock that may be issued on the exercise of stock options or vesting of RSUs under the 2022 Plan is 13,271,760 shares.

Since the date of incorporation and through June 30, 2026, the Company has issued stock options, RSUs and RSAs to its employees, directors, and consultants. As of June 30, 2026,183,934 shares of common stock remained available for future issuance under the 2022 Plan.

ISOs granted to newly hired employees under the 2022 Plan generally vest 25% after the completion of 12 months of service, and the balance vests in equal monthly installments over the next 36 months of service and expireten years from the grant date, unless subject to provisions regarding 10% stockholders. ISOs granted to existing employees generally vest ratably over a 48-month period of service and expireten years from the grant date. NSOs vest in accordance with the terms of the specific agreement under which the options were provided and expireten years from the date of grant. RSUs granted to employees generally vest annually over atwo tofour year period of service and expireten years from the grant date. RSAs and RSUs granted to non-employees generally vest at the time of grant and expireten years from the grant date.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations and comprehensive loss during thethree and six months ended June 30, 2026 and 2025 (in thousands):

Stock Option Activity

A summary of the stock option activity is as follows:

As of June 30, 2026, there was unrecognized stock-based compensation expense of$2.9 million related to unvested stock options which the Company expects to recognize over a weighted-average period of 2.0 years.

Weighted-average grant-date fair value of the options granted during the six months ended June 30, 2026 was$0.88 per share.

Option Repricing

On March 19, 2026 (the “Repricing Date”), in accordance with the 2017 Plan and the 2022 Plan (together, the “Plans”), the Board approved a stock option repricing (the “Option Repricing”), effective as of the Repricing Date, of all outstanding stock options with an exercise price greater than $3.91 granted under the Plans prior to the Repricing Date (the “Eligible Options”), including stock options held by the Company’s named executive officers and non-employee members of the Board. The Board believed that the Option Repricing with the Premium End Date (as defined below) is in the best interests of the Company, as the amended stock options would provide added incentives to retain and motivate Plan participants without incurring the stock dilution resulting from significant additional equity grants to the eligible participants or significant additional cash expenditures resulting from additional cash compensation.

Pursuant to the Option Repricing, the exercise price of each Eligible Option was reduced to $3.91 per share, the closing price of the Company’s common stock on the Repricing Date. To the extent an Eligible Option is exercised prior to the Premium End Date, or the eligible holder’s services with the Company terminates prior to the Premium End Date, the holder will be required to pay the original exercise price per share of the Eligible Options. The “Premium End Date” is the earliest of (i) September 19, 2027 (the “Retention Period”), (ii) the date of a change in control, or (iii) the eligible holder’s death or disability. Except for the reduction in the exercise prices of the Eligible Options as described above, the Eligible Options retain their existing terms and conditions as set forth in the Plans and the applicable award agreements.

The Option Repricing resulted in $0.4 million of incremental stock compensation expense for both vested and unvested options, which was calculated using the Black-Scholes option-pricing model, and will be recognized on a straight-line basis over the remaining Retention Period of the repriced options.

Of the incremental compensation cost, $0.1 million was recognized during both thethree and six months ended June 30, 2026.

RSU Activity

RSUs entitle the holder to receive shares of the Company’s common stock upon vesting. The fair value of RSUs is based upon the closing sales price of the Company’s common stock on the grant date.

A summary of the RSU activity is as follows:

As of June 30, 2026, there was unrecognized stock-based compensation expense of $1.2 million related to unvested RSUs which the Company expects to recognize over a weighted-average period of 2.8 years.

2022 Employee Stock Purchase Plan

The ESPP has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “423 Component”) and a component that is not intended to qualify (the “Non-423 Component”). The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock at the beginning of the offering period or at the end of each applicable purchase period.

Subject to adjustment in the case of certain capitalization events,187,000 shares of the Company’s common stock were available for purchase at the adoption of the ESPP. Pursuant to the ESPP, the annual share increase pursuant to the evergreen provision is determined based on theleastof (i)1% of the Company’s common stock outstanding as of December 31 of the immediately preceding year, (ii)561,000 shares, or (iii) such number of shares as determined by the Board. Accordingly, effective January 1, 2026, the number of shares in the ESPP increased by 274,131 shares, representing 1% of the prior year end’s common stock outstanding. As of June 30, 2026,1,013,728 shares of common stock remained available for issuance under the ESPP.

During the three and six months ended June 30, 2026 and 2025, the Company recognized a negligible amount of stock-based compensation expense related to the ESPP.

Note 10. Net Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):

Sincethe Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:

The 8,741,493 shares of common stock that may be issued upon exercise of the Pre-Funded Warrants issued under the 2025 Exchange Agreements and the 2026 Private Placement (see Note 8) are considered outstanding for the purposes of computing earnings per share because the shares may be issued for little or no consideration, they are fully vested and the Warrants are immediately exercisable upon their issuance date.

Note 11. Related Party Transactions

During the six months ended June 30, 2026, $30.0 million of the $40.0 million gross proceeds raised in the 2026 Private Placement (refer to Note 8) were received from significant stockholders. There wereno additional material related party transactions during thesix months ended June 30, 2026. During the six months ended June 30, 2025, other than as disclosed in Note 8, there wereno material related party transactions.

Note 12. Segment Reporting

The Company operates and manages its business asone reportable and operating segment. The determination of a single operating segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (the “CODM”). The Company'schief executive officer, who is the CODM, assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss. The monitoring of budgeted versus actual results are used in assessing performance of the segment, and making operating decisions, allocating resources, and planning and forecasting for future periods. The measure of segment assets is reported on the balance sheets as total assets.

In addition to the significant expense categories included within net loss presented on the statements of operations and comprehensive loss, see below for disaggregated amounts that comprise research and development expenses (in thousands):

(1) Chemistry manufacturing controls, research and preclinical studies and other miscellaneous expenses.