MapLight Therapeutics, Inc.

Nature of the Business

MapLight Therapeutics, Inc. ("MapLight" or the "Company") was incorporated in November 2018 as Alvarado Therapeutics, Inc., a Delaware corporation. In August 2019, the Company changed its name to MapLight Therapeutics, Inc. The Company is a clinical-stage biopharmaceutical company focused on improving the lives of patients suffering from debilitating central nervous system ("CNS") disorders.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for its programs, market acceptance of products, developments related to its competitors, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of intellectual property, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance reporting capabilities. Even if the Company's product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Reverse Stock Split, Initial Public Offering and Concurrent Private Placement

In October 2025, the Company effected a 1-for-16.8 reverse stock split of the Company's common stock. This also resulted in an adjustment to the conversion price for each series of the Company's redeemable convertible preferred stock, to the number of shares of common stock underlying outstanding restricted stock units, and to the exercise prices and number of shares of common stock underlying outstanding stock options. The par value per share and authorized number of shares of the Company's common stock were not adjusted as a result of the reverse stock split. All share and per share information relating to common stock for thesix months ended June 30, 2025 in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted.

In October 2025, the Company closed its initial public offering ("IPO"), pursuant to which the Company issued and sold an aggregate of 16,962,500 shares of its common stock at a price of $17.00 per share for gross proceeds of $288.4 million. The Company received aggregate net proceeds of $261.6 million from the IPO, including the exercise by the underwriters of their option to purchase additional shares, after deducting underwriting discounts and commissions and offering expenses. Concurrent with the IPO, the Company also closed a private placement, in which the Company issued and sold 476,707 shares of its common stock at a price of $17.00 per share (the "Concurrent Private Placement"). The Company received aggregate net proceeds of $7.5 million from the Concurrent Private Placement, after deducting placement agent fees and private placement expenses.

Upon the closing of the IPO, all of the Company's then-outstanding shares of redeemable convertible preferred stock converted into 25,412,974 shares of common stock, of which 2,727,511 shares were non-voting common stock, at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of redeemable convertible preferred stock outstanding.

Liquidity and Going Concern

The Company's unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative operating cash flows since inception, and had an accumulated deficit of$481.4 million as of June 30, 2026. The Company expects to continue to generate operating losses for the foreseeable future. The Company's future viability is dependent on its ability to raise additional capital to finance its operations and pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all.

The Company has funded its operations primarily with proceeds from the sale of capital stock. The Company's current operating plans include funding multiple clinical trials for its lead product candidate, ML-007C-MA. Based on its current operating plans and financial position, the Company believes that its existing cash, cash equivalents and investments of$351.3 million will be sufficient to allow the Company to fund its operations for at least twelve months from the date these condensed consolidated financial statements were issued.

Summary of Significant Accounting Policies

The significant accounting policies and estimates used in the preparation of the accompanying condensed consolidated financial statements are described in the Company's audited consolidated financial statements for the year ended December 31, 2025. There have been no material changes to the Company's accounting policies during the six months ended June 30, 2026.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet at June 30, 2026, the condensed consolidated statements of operations and comprehensive loss and the statements of redeemable convertible preferred stock and stockholders' equity (deficit) for the three and six months ended June 30, 2026 and 2025, and the statements of cash flows for the six months ended June 30, 2026 and 2025 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company's financial position at June 30, 2026, the results of its operations for the three and six months ended June 30, 2026 and 2025, its statements of redeemable convertible preferred stock and stockholders' equity (deficit) 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 six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any other subsequent interim period. The accompanying condensed consolidated balance sheet at December 31, 2025 was derived from the audited annual financial statements; however, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. The condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU No. 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 No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for public companies for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact on its disclosures in future years as a result of the adoption of ASU 2024-03.

Investments

The following tables summarize the amortized cost and estimated fair value of the Company's available-for-sale investments that were included in short-term investments and long-term investments as of June 30, 2026 and December 31, 2025 (in thousands):

Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the tables above. As of June 30, 2026 and December 31, 2025, all short-term investments had contractual maturities withinone year.

The aggregate fair value of available-for-sale securities held by the Company that were in an unrealized loss position for less than 12 months as of June 30, 2026 was$269.5 million and the unrealized loss associated with available-for-sale securities was$0.9 million. There wereno available-for-sale securities in a continuous unrealized loss position for greater than 12 months. The Company evaluated its securities for potential impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the investments that are in an unrealized loss position and does not expect it will be required to sell the investments before recovery of their amortized cost bases, which may be at the time of maturity. Given the Company's intent and ability to hold such investments until the recovery of their amortized cost basis, and the lack of a significant change in credit risk for these investments, the Company does not consider these investments to be impaired and there wereno allowances for credit losses as of June 30, 2026 or December 31, 2025.

Fair Value Measurements

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

The Company classifies its money market funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its commercial paper and corporate debt securities as Level 2 assets under the fair value hierarchy as these assets have been valued using information obtained through a third-party pricing service as of the balance sheet date, using observable market inputs that may include trade information, broker or dealer quotes, bids, offers, or a combination of these data sources.

During the six months ended June 30, 2026 and the year ended December 31, 2025, there were no transfers between levels.

The Company uses the carrying amounts of its prepaid expenses and other current assets, restricted cash, other assets, accounts payable and accrued expenses to approximate their fair values due to the short-term nature of these items.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Leases

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

The Company has a lease for office and laboratory space in Redwood City, California. The lease includes a mutual early termination option that permits either party toterminate the lease by providing at least fifteen months' prior written notice. In June 2026, the Company exercised the early termination option by providing the required notice to the lessor. As a result, the end of the term of the lease changed from June 2031 to September 2027. During the three months ended June 30, 2026, the Company derecognized a right-of-use asset and lease liabilities of $3.4 million due to the change to the term of this lease.

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

In June 2026, the Company entered into a lease for office and laboratory space in South San Francisco, California. The lease term will beseven years from the lease commencement date and includesan option toextend the lease for an additional five years. The lease has not yet commenced, and accordingly, as of June 30, 2026, no right-of-use asset or lease liability has been recognized and no lease expense has been recorded related to this lease. The Company expects the lease to commence in May 2027, subject to completion of the landlord's tenant improvements and delivery of the premises.

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

The components of lease expense included in research and development expenses and general and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive loss were as follows (in thousands):

As of June 30, 2026 and December 31, 2025, the weighted-average remaining lease term for operating leases was 1.9 years and 5.2 years, respectively, and the weighted-average discount rate was 9.4% and 8.7%, respectively. During the three months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was$0.3 million. During the six months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was$0.7 million and$0.6 million, respectively.

Future minimum annual lease commitments under the Company's operating leases, excluding the lease in South San Francisco for which the term has not yet commenced, as of June 30, 2026 were as follows (in thousands):

Redeemable Convertible Preferred Stock

Prior to the IPO in October 2025, the Company had authorized 603,469,745 shares of voting redeemable convertible preferred stock, of which it had designated 5,000,000 shares as Series A Preferred Stock,14,946,844 shares as Series A-1 Preferred Stock,45,010,383 shares as Series B Preferred Stock,147,325,527 shares as Series C Preferred Stock and 391,186,991 shares as Series D Preferred Stock ("Series D"), and had authorized 4,622,496 shares of non-voting redeemable convertible preferred stock, of which it had designated 4,622,496 shares as Series B-1 Preferred Stock (collectively, the "Preferred Stock").

On July 18, 2025, the Company entered into a Series D Preferred Stock Purchase Agreement with certain investors. During the year ended December 31, 2025, the Company issued a total of 210,033,285 shares of Series D to investors at a purchase price of $0.95223 per share for gross proceeds of $200.0 million. The Company incurred issuance costs of $1.2 million in connection with the completion of the Series D financing.

In connection with the IPO in October 2025, all outstanding shares of the Company's Preferred Stock automatically converted into an aggregate of 25,412,974 shares of the Company's common stock, of which 2,727,511 shares were non-voting common stock.

Common Stock

As of June 30, 2026 and December 31, 2025, the Company's amended and restated certificate of incorporation authorized the Company to issue 500,000,000 shares of common stock with a par value of $0.0001 per share, of which 497,272,489 shares were designated as voting common stock and 2,727,511 shares were designated as non-voting common stock. As of June 30, 2026 and December 31, 2025, the Company's amended and restated certificate of incorporation authorized the Company to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share.

The holders of the voting common stock have the right to one vote for each share of voting common stock held on each matter properly submitted for approval at each meeting of stockholders. Shares of non-voting common stock have no voting rights. Each share of the Company’s non-voting common stock may be converted at any time into one share of voting common stock at the option of its holder by providing written notice to the Company, provided that the holder will be prohibited from converting non-voting common stock into voting common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s voting common stock then issued and outstanding, which percentage may be increased to such other percentage not to exceed 19.99% upon 61 days’ notice to the Company or decreased at any time upon notice to the Company. Dividends may be paid when, as and if declared by the Board of Directors of the Company (the "Board"), subject to any preferential dividend rights of any series of preferred stock that may be outstanding. As of June 30, 2026, no cash dividends had been declared or paid.

As of June 30, 2026 and December 31, 2025, the Company had reserved the following shares of voting common stock:

Stock-Based Compensation

2019 Equity Incentive Plan

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

All stock option grants were non-statutory stock options except option grants to employees that were intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options could not have been granted at less than the fair market value of the Company's common stock on the date of grant, as determined in good faith by the Board at its sole discretion. Nonqualified stock options could have been granted at an exercise price established by the Board at its sole discretion (which had not been less than fair market value on the date of grant) and the vesting periods could have varied. Vesting periods were generally four years and were determined by the Board. Stock options became exercisable as they vested. Options granted under the 2019 Plan expire no more thanten years from the date of grant.

2025 Equity Incentive Plan

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

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

As of June 30, 2026, there were 2,804,036 shares of common stock available for future grants under the 2025 Plan.

2025 Employee Stock Purchase Plan

In October 2025, the Board adopted and approved, and the Company's stockholders approved, the 2025 Employee Stock Purchase Plan (the "2025 ESPP"), which became effective immediately prior to the execution of the underwriting agreement related to the Company's IPO. A total of 450,000 shares of common stock were initially reserved and available for issuance under the 2025 ESPP. The number of shares of common stock that may be issued under the 2025 ESPP automatically increased on January 1, 2026 by 440,240 shares and will increase each January 1 thereafter through January 1, 2035, by the lesser of (i)one percent of the aggregate number of shares of voting common stock and non-voting common stock issued and outstanding and shares of common stock issuable upon exercise of outstanding pre-funded warrants, if any, as of the immediately preceding December 31 and (ii)900,000 shares of common stock, or such lesser number of shares of common stock as determined by the Board. As of June 30, 2026,845,259 shares of common stock were reserved and available for issuance under the 2025 ESPP.

During the six months ended June 30, 2026,44,981 shares of the Company's common stock were issued under the 2025 ESPP. During the three and six months ended June 30, 2026, stock-based compensation expense recognized related to the 2025 ESPP was$0.1 million and$0.3 million.

Stock Options

A summary of the stock option activity during thesix months ended June 30, 2026 is as follows:

Stock options generally vest over four years, with 25% vesting approximatelyone year after grant and 75% vesting in equal monthly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. The fair value of options vested was$0.1 million and$0.2 million for the three months ended June 30, 2026 and 2025, respectively. The fair value of options vested was$0.2 million and$0.4 million for thesix months ended June 30, 2026 and 2025, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 was$15.87. During the six months ended June 30, 2025, the Company grantedno stock options. As of June 30, 2026, unrecognized stock-based compensation expense related to unvested stock options was$42.0 million, which is expected to be recognized over a weighted-average vesting period of 3.21 years.

RSUs

RSUs generally vest over four years, with 25% vesting approximatelyone year after grant and 75% vesting in equal quarterly installments thereafter, subject to the recipient’s continued service with the Company through each vesting date. RSUs issued under the 2025 Plan include a service condition.

RSUs issued under the 2019 Plan include both service and performance conditions. The performance condition required a liquidity event in order to vest, which was satisfied in connection with the IPO in October 2025. The service condition needs to be satisfied on or before the expiration date (the earlier of seven years after the issue date or termination of employment), or else the RSUs will not vest and will be forfeited.

A summary of the RSU activity during thesix months ended June 30, 2026 is as follows:

During the six months ended June 30, 2026 and 2025,425,131 andno RSUs vested. Of the RSUs that vested during the year ended December 31, 2025,1,349,275 had not settled as of December 31, 2025, and a de minimis amount that had not settled as of March 31, 2026 settled during the three months ended June 30, 2026. During the three months ended March 31, 2026,1,139,648 shares were issued related to the vesting of RSUs. During the three months ended March 31, 2026, in connection with net settlement of vested RSUs, the Company withheld 417,355 shares to satisfy $7.5 million in tax withholding obligations and this settlement method wasnot used during the three months ended June 30, 2026. As of June 30, 2026, unrecognized stock-based compensation expense related to RSUs was$49.0 million, which is expected to be recognized over a weighted-average vesting period of 2.64 years.

Stock-Based Compensation Expense

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

Net Loss Per Share

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

The Company's potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following shares from the computation of diluted net loss per share as of June 30, 2026 and 2025 because including them would have had an anti-dilutive effect:

Commitments and Contingencies

Legal Proceedings

The Company may, from time to time, be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of June 30, 2026, and no material legal proceedings are currently pending or, to the best of the Company's knowledge, threatened.

Contractual Obligations

NeuroSolis, Inc. asset purchase agreement

Pursuant to the asset purchase agreement the Company entered into with NeuroSolis, Inc. ("NeuroSolis") to acquire its proprietary M 1/M 4 agonist molecules and associated intellectual property, the Company has an obligation to potentially issue up to an aggregate of 62,083 shares of the Company's common stock, contingent upon the occurrence of specified development and regulatory milestones prior to certain specified dates. As of June 30, 2026, the Company has made upfront and development milestone payments of$150,000 to NeuroSolis. In June 2025, the Company issued 26,607 shares of the Company's common stock to NeuroSolis upon the initiation of a Phase 2 clinical trial for ML-007C-MA. As of June 30, 2026, it is uncertain whether the remaining development and regulatory milestone would occur prior to its specified date and whether the additional 35,476 shares of the Company's common stock would be required to be issued.

Michael J. Fox Foundation grant agreements

Between February 2020 and August 2022, the Company executed four grant agreements (the "Grants") with the Michael J. Fox Foundation for the purpose of researching Parkinson's disease. The Grants consisted of two-year and three-year research programs totaling $25.7 million. As of December 31, 2025, all funds were received and the balance of deferred grant earnings waszero.

The Grants were payable in installments over the term of the grant according to certain research milestones and progress reports. Funds received for the purchase of property and equipment were accounted for as a reduction to the carrying value of the corresponding asset. Funds received for the reimbursement of expenses incurred related to research and development were accounted for as a reduction to the associated expense. Funds received prior to a corresponding asset purchase or incurred expense were recorded as a deferred grant liability on the condensed consolidated balance sheets.

During the three and six months ended June 30, 2025, the Company recognized$0.8 million of grant earnings.

The Company may be obligated to make future payments under the Grants, restricted to two times the grant awards received, contingent upon certain net product sales. As of June 30, 2026, the Company was unable to estimate the timing or likelihood of generating future product sales.

Universities and other third parties

The Company may be obligated to make future payments, in addition to nominal annual maintenance fees, under license and collaboration agreements with Stanford University, other universities and other third parties upon the occurrence of future events such as the Company's achievement of specified regulatory and commercial milestones or royalties on net sales. As of June 30, 2026, the Company was unable to estimate the timing or likelihood of achieving these milestones or generating future product sales.

Guarantees

The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. Such indemnification obligations are usually in effect from the date of execution of the applicable agreement for a period equal to the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain.

As of June 30, 2026, the Company had not experienced any losses related to these indemnification obligations, and no material claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves have been recorded.

License Agreement

In November 2024, the Company entered into a license agreement with Vanderbilt University ("Vanderbilt") (the "Vanderbilt Agreement"), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide sublicensable license to develop, make, have made, use, offer for sale, sell, import and exploit certain compounds and licensed products, and a non-exclusive, royalty-bearing, worldwide, sub-licensable license to use licensed know-how and tool compounds to develop, make, have made, use, offer for sale, sell, import and exploit certain compounds and licensed products.

As initial consideration for the license, the Company made a one-time, non-creditable, non-refundable upfront payment of $0.3 million upon the execution of the agreement. The Company also made a one-time, non-creditable, non-refundable payment of $0.3 million upon the execution of the agreement for the reimbursement of past patenting costs incurred by Vanderbilt. As additional consideration for the license, the Company could be required to pay to Vanderbilt aggregate development and commercial milestone payments of up to $52.4 million. The Company is also required to pay royalties at a low single digit percentage based on annual net sales of licensed products sold by the Company. Such royalty payments are subject to reductions if sales are made in calendar quarters during which there is no valid claim or no market exclusivity for a licensed product. Any such royalties are payable on a country-by-country and licensed product-by-licensed product basis until the expiration of the last to expire valid claim of the licensed patents.

No milestone payments or royalties were paid during thethree months ended June 30, 2026 under the Vanderbilt Agreement.

Related Party Transactions

Stellaromics, Inc.

In October 2023, the Company entered into an Assignment and Assumption Agreement (the "Stellaromics Agreement") with Stellaromics, Inc. ("Stellaromics"), an entity focused on developing and commercializing a proprietary three-dimensional transcriptomic device inclusive of a confocal, probes, operating software and sample analysis software, pursuant to which, in exchange for contributing an exclusive worldwide license for STARmap, a three-dimensional intact tissue sequencing, imaging and analysis technology, the Company received 9.8% of the capital stock of Stellaromics at the time of the closing. As of June 30, 2026, the Company held approximately 2.9% of the outstanding stock of Stellaromics.

Prior to entering into the Stellaromics Agreement, Christopher A. Kroeger, M.D., the Company's Chief Executive Officer, was designated to be a director on the board of directors of Stellaromics. Dr. Kroeger is also an equity holder of Stellaromics. Dr. Kroeger's position on the board of directors of Stellaromics is determined by the stockholders holding a majority of the shares of common stock and preferred stock outstanding of Stellaromics. The Company does not have contractual rights to nominate any members to the Stellaromics board of directors.

In October 2023, Catalyst4, Inc. ("Catalyst") became the largest stockholder of Stellaromics, holding a minority interest of its outstanding capital stock. As of June 30, 2026, Catalyst holds a controlling interest of the outstanding capital stock of Stellaromics. Catalyst is also the largest stockholder of the Company, with a minority equity ownership interest of the Company's outstanding shares as of June 30, 2026 and December 31, 2025.

The Company has significant influence over, but does not control, Stellaromics through its noncontrolling representation on Stellaromics' board of directors and the Company's equity interest in Stellaromics. The Company determined that Stellaromics is a variable interest entity because it does not have sufficient equity at risk to finance its operations without additional subordinated financial support. The Company is not the primary beneficiary as it does not have the power to direct activities that most significantly impact Stellaromics' economic performance. Accordingly, the Company does not consolidate the financial statements of Stellaromics andaccounts for its investment using the equity method of accounting. The determination of whether an entity is a variable interest entity and whether the Company is the primary beneficiary of a variable interest entity is based upon the facts and circumstances and requires significant judgments such as whether the entity is a variable interest entity and whether the Company is the primary beneficiary of the entity either individually or via a related party group. The Company's maximum exposure to loss due to its involvement with Stellaromics is the carrying value of the investment. As of December 31, 2024, the carrying value of the investment was $0, and no further losses will be recorded because the Company does not have any obligation to fund future losses.

Advisor Agreement

In February 2019, the Company entered into an advisor agreement with a member of the Board, pursuant to which the Board member received monthly payments in exchange for his service on the Company's scientific advisory board. During the three and six months ended June 30, 2025, the Company recorded a de minimis amount of research and development expense relating to the Board member's service on the Company's scientific advisory board. As a result of the compensation the director was to earn for service on the Board, the advisor agreement was amended, effective January 1, 2026, pursuant to which the director would not receive monetary compensation for providing services under the advisor agreement.

Segment Information

The Company manages its operations as asingle reportable segment focused on the research and development of product candidates. The accounting policies of thesingle reportable segment are identical to those described in Note 2 of the Company's audited consolidated financial statements for the year ended December 31, 2025. The chief operating decision maker, who manages the Company's operations on a consolidated basis, assesses performance for the reportable segment using consolidated net loss to monitor budget versus actual results and to determine how to effectively allocate the Company's resources. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. The following table presents certain financial data for the Company's reportable segment for thethree and six months ended June 30, 2026 and 2025 (in thousands):

(1)

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

Subsequent Event

August 2026 Private Placement

On August 13, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement transaction (the “Private Placement”) (i)9,197,887 shares (the “Shares”) of the Company’s common stock, and (ii) with respect to certain Purchasers, pre-funded warrants to purchase 3,983,168 shares of common stock (the “Pre-Funded Warrants”) in lieu of Shares. The purchase price per share of common stock is $11.38 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants is the Purchase Price minus $0.0001 per share underlying the Pre-Funded Warrants. The Company anticipates receiving gross proceeds of approximately $150.0 million from the Private Placement, before deducting placement agent fees and estimated offering expenses payable by the Company.

The Pre-Funded Warrants have a per share exercise price of $0.0001, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Pre-Funded Warrants will not expire until exercised in full. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder that holds less than 20% of the common stock prior to such exercise may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%.