Damora Therapeutics, Inc.

1. DESCRIPTION OF BUSINESS, ORGANIZATION AND LIQUIDITY

Business

Damora Therapeutics, Inc. (formerly known as Galecto, Inc.) is a biotechnology company developing therapies for the treatment of hematological malignancies. As used in these financial statements, unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” refer to Damora Therapeutics, Inc. and its subsidiaries.

As of September 30, 2026, the Company’s wholly owned subsidiaries were PharmAkea, Inc., a Delaware corporation (“PharmAkea”), Damora Securities Corporation, a Massachusetts corporation, Damora Therapeutics, LLC, a Delaware limited liability company, and Galecto Biotech AB, a Swedish company. Galecto Biotech ApS, a Danish operating company, is a wholly-owned subsidiary of Galecto Biotech AB.

Recent developments

In March 2026, the Company decided to focus on developing antibody therapies for patients with mutant calreticulin (“mutCALR”)-driven blood disorders and deprioritized continued development of GB3226, a preclinical asset previously being developed for the treatment of acute myeloid leukemia. In the third quarter of 2026, the Company sold GB3226 and certain of its other legacy assets to a single purchaser in exchange for an upfront payment of $750,000, which was recognized as gain on sale of IP in the statements of operations and comprehensive loss, and potential additional consideration in the form of milestone payments and royalties.

On July 16, 2026, the Company changed its jurisdiction of incorporation from the State of Delaware to the Cayman Islands (the “Redomestication”) pursuant to a plan of conversion (the “Plan of Conversion”). The Redomestication became effective on July 16, 2026 and was accomplished by the filing of (i) a Certificate of Conversion with the Secretary of State of the State of Delaware and (ii) the requisite documents required under section 201 of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), as well as the Cayman Islands memorandum and articles of association of the Company (the “Articles”), with the Cayman Islands Registrar of Companies. For purposes of these condensed consolidated financial statements, references to “Damora Delaware” mean the Company prior to the Redomestication.

Upon the Redomestication, among other things: (i) each outstanding share of common stock, par value $0.00001 per share (“Common Stock”), of Damora Delaware automatically converted intoone ordinary share, par value $0.00001 per share ("Ordinary Shares") of the Company; (ii) each outstanding share of Series B Preferred Stock, par value $0.00001 per share, of Damora Delaware automatically converted into one Series B Preferred Share, par value $0.00001 per share, of the Company (the "Series B Preferred Shares"); (iii) each outstanding share of Series C Preferred Stock, par value $0.00001 per share, of Damora Delaware automatically converted intoone Series C Preferred Share, par value $0.00001 per share, of the Company (the "Series C Preferred Shares"); (iv) each outstanding option to purchase shares of Common Stock of Damora Delaware automatically converted into an option to purchase Ordinary Shares of the Company; and (v) each outstanding restricted stock unit of Damora Delaware automatically converted into a restricted share unit of the Company.

Unless otherwise indicated, references in these condensed consolidated financial statements to Ordinary Shares, Series B Preferred Shares and Series C Preferred Shares include, for periods prior to July 16, 2026, the corresponding common stock, Series B Preferred Stock and Series C Preferred Stock of Damora Delaware, each of which converted on a one-for-one basis in the Redomestication.

The Company will continue to be treated as a United States ("U.S.") corporation for all purposes under the U.S. Internal Revenue Code of 1986, as amended.

The rights of holders of Ordinary Shares of the Company are now governed by the Company's Articles and Cayman Islands law.

Risks and uncertainties

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance reporting capabilities.

The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

Liquidity and management plans

Since inception, the Company has devoted substantially all its efforts to business planning, research and development, recruiting management and technical staff and raising capital, and has financed its operations primarily through the issuance of preferred shares, debt financings, the Company’s initial public offering and sales of Ordinary Shares.

As of September 30, 2026, the Company had an accumulated deficit of$578.3 million, from recurring losses since inception in 2011. The Company has incurred recurring losses and has not generated revenue as no products have obtained the necessary regulatory approval in order to market products. The Company expects to continue to incur losses as a result of costs and expenses related to the Company’s clinical development and corporate general and administrative activities. The Company had negative cash flows from operating activities during the nine months ended September 30, 2026 and 2025 of$59.7 million and $7.3 million, respectively, and current projections indicate that the Company will have continued negative cash flows for the foreseeable future as it continues to fund operating expenses. Net losses incurred for the three and nine months ended September 30, 2025 were $3.1 million and $9.1 million, respectively. Net losses incurred for thethree and nine months ended September 30, 2026 were$32.0 million and$90.9 million, respectively.

At September 30, 2026, the Company’s cash, cash equivalents and marketable securities amounted to$528.5 million, current assets amounted to $531.3 million and current liabilities amounted to $35.9 million.

Based on current operating plans, the Company has sufficient resources to fund operations for at least one year from the issuance date of these financial statements with existing cash, cash equivalents and marketable securities. The Company will need to secure additional financing in the future to fund additional research and development, and before a commercial drug can be produced, marketed and sold. If the Company is unable to obtain additional financing or generate license or product revenue, the lack of liquidity could have a material adverse effect on the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

The accompanying interim condensed consolidated financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025, and related information contained within the notes to the interim condensed consolidated financial statements, are unaudited. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of September 30, 2026, results of operations, statement of shareholders’ equity for the three and nine months ended September 30, 2026 and 2025 and its cash flows for the nine months ended September 30, 2026 and 2025. All intercompany balances and transactions have been eliminated. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026 (the “2025 Consolidated Financial Statements”). The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any interim period.

For the nine months ended September 30, 2026, there have been no material changes to the significant accounting policies as disclosed in Note 2 to the 2025 Consolidated Financial Statements, other than the addition of the Marketable Securities policy below.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of share-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year’s financial statement presentation.

Marketable Securities

The Company's marketable securities consist of investments in United States ("U.S.") Treasury securities and agency securities that are classified as available-for-sale. The securities are carried at fair value with the unrealized gains and losses, net of tax, included in accumulated other comprehensive (loss) income, a component of shareholders’ equity. Realized gains and losses as well as credit losses, if any, on marketable securities are included in the Company’s statements of operations. The Company classifies marketable securities, including those with contractual maturities beyond one year, as current assets on the condensed consolidated balance sheets since the securities are highly liquid and such marketable securities represent the investment of cash that is available for current operations.

Recently adopted accounting standards

On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. See Note 14 Income Taxes to the 2025 Consolidated Financial Statements in the Form 10-K for additional information.

Recently issued accounting standards

The Company reviewed all other recently issued accounting pronouncements and has concluded they are not applicable or not expected to be significant to the accounting for its operations.

3. RELATED PARTY TRANSACTIONS

Paragon Therapeutics, Inc. and Paramora Holding LLC

Paragon Therapeutics, Inc. (“Paragon”) and Paramora Holding LLC (“Paramora”) each beneficially own less than 5% of the Company’s share capital through their respective holdings of Ordinary Shares. Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5% of the Company’s share capital on an as-converted basis, hasthree seats on the board of directors and beneficially owns more than 5% of Paragon. Fairmount appointed Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers. Paramora is an entity formed by Paragon as a vehicle to hold equity in Pre-Acquisition Damora (and, as a result of the Asset Acquisition, defined below, the Company) in order to share profits with certain employees of Paragon.

The Company received the option to license certain intellectual property rights related to certain research programs (collectively, the “Option”), pursuant to the Antibody Discovery and Option Agreement, dated as of October 7, 2025, by and among Paragon, Paramora and Damora Therapeutics, Inc. ("Pre-Acquisition Damora") (the “Paragon Option Agreement”). The Paragon Option Agreement was acquired under the Agreement and Plan of Merger entered into with Pre-Acquisition Damora in November 2025 (the acquisition of Pre-Acquisition Damora pursuant thereto, the “Asset Acquisition”). Under the Paragon Option Agreement,

Pre-Acquisition Damora (and, as a result of the Asset Acquisition, the Company) is obligated to compensate Paragon for its services performed under each research program based on the actual costs incurred with mark-up costs pursuant to the terms of the Paragon Option Agreement. The Company is also obligated under the Paragon Option Agreement to issue Paramora annual equity grants in accordance with the Paramora Warrant Obligation (as defined below).

The Company has exercised the Option available under the Paragon Option Agreement with respect to the DMR-001 research program and the DMR-002 research program and, on November 3, 2026, entered into a single license agreement with Paragon (the “Paragon License Agreement”) for both programs. The Company's Option with respect to the DMR-003 research program remains unexercised.

Under the Paragon License Agreement, the Company is obligated to pay Paragon, on a product-by-product basis, up to $22.0 million per licensed product upon the achievement of specified development, clinical and regulatory milestones, inclusive of milestone payments previously made under the Paragon Option Agreement. The Company has paid Paragon development candidate milestone payments of $1.5 million with respect to each of DMR-001 and DMR-002. The Company is obligated to make a milestone payment of $2.5 million upon the first dosing of a human in a Phase 1 trial of a licensed product. The Company is required to pay Paragon tiered royalties ranging from low to mid single-digit percentages on net sales of monospecific antibody products.

For the three and nine months ended September 30, 2026, the Company recognized expenses related to services provided by Paragon subsequent to the Asset Acquisition totaling $7.3 million and $34.6 million, respectively, which included $2.3 million and $11.9 million, respectively, of share-based compensation expense related to the Paramora Warrant Obligation, and were recorded primarily as research and development expenses in the consolidated statements of operations. As of September 30, 2026, $5.0 million was unpaid and was included in Related party accounts payable and other current liabilities on the Company’s consolidated balance sheets. For the three and nine months ended September 30, 2026, the Company made cash payments totaling $5.7 million and $35.0 million to Paragon, respectively.

The following is the summary of costs that were recorded primarily as research and development expenses in the consolidated statements of operations (in millions):

Pursuant to the Paragon Option Agreement, the Company agreed to issue Paramora an annual equity grant of warrants, on the last business day of each of the years ended December 31, 2025 and December 31, 2026, to purchase 1% of the then outstanding Ordinary Shares, on a fully diluted basis, during the term of the Paragon Option Agreement (the “Paramora Warrant Obligation”). See Notes 5, 10 and 11 for additional information on the Paramora Warrant Obligation.

The following is the summary of Related party accounts payable and other current liabilities (in millions):

4. MARKETABLE SECURITIES

The following provides detail of the Company's marketable securities:

The Company's marketable securities have contractual maturity dates of 24 months or less. As of September 30, 2026, the Company had 36 securities with a total fair market value of $178.8 million in an unrealized loss position. The Company does not intend to sell, and it is not more likely than not that it will be required to sell, these securities before recovery of their amortized cost basis; unrealized losses relate to interest rates, not credit.

As of September 30, 2026, the Company had 18 securities with a fair value of $89.7 million with a contractual maturity of less than 12 months and 18 securities with a fair value of $89.1 million with a contractual maturity of greater than 12 months. As of December 31, 2025, the Company hadno marketable securities.

5. FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs.

A summary of the assets and liabilities that are measured at fair value as of September 30, 2026 and December 31, 2025 is as follows (in thousands):

(1)

Money market funds and U.S. Treasury securities with maturities of 90 days or less at the date of purchase are included within cash and cash equivalents in the accompanying consolidated balance sheets and are recognized at fair value.

The Paramora Warrant Obligation is considered a Level 2 liability based on observable market data for substantially the full term of the liability. The Paramora Warrant Obligation is measured each period using a Black-Scholes model to estimate the fair value of the warrant grant. Changes in the fair value of the Paramora Warrant Obligation are recorded as share-based compensation within Research and development expenses for non-employees who provided pre-clinical development services.

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

7. LEASES

The Company entered into the following operating lease in August 2026:

As of September 30, 2026, cash and cash equivalents on the condensed consolidated balance sheets included $0.1 million of cash held as collateral for a letter of credit issued in connection with the Company's office lease, which is restricted as to withdrawal through the end of the lease term. In connection with the office lease, the landlord agreed to fund tenant improvements of $0.3 million, which is recorded as a lease incentive receivable within prepaid expenses and other current assets on the condensed consolidated balance sheets and as a reduction of the operating lease right-of-use asset.

The Company has no finance leases and has elected to apply the short-term lease exception to all leases with durations of one year or less. Rent expense was $32,000 during the three and nine months ended September 30, 2026. Rent expense for the three and nine months ended September 30, 2025 was $5,000 and $15,000, respectively.

Quantitative information regarding the Company’s leases for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

As of September 30, 2026 and December 31, 2025, the weighted average remaining lease term for operating leases was 3.2 years and 3.9 years, respectively.

As of September 30, 2026 and December 31, 2025, the weighted average discount rate for operating leases was 9% and 8%, respectively.

Operating lease liabilities at September 30, 2026 are as follows (in thousands):

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

9. COMMITMENTS AND CONTINGENCIES

During the three and nine months ended September 30, 2026, there were no material changes to the Company’s commitments and contingencies as disclosed in Note 11 of the 2025 Consolidated Financial Statements. In August 2026, the Company entered into an operating lease for its corporate headquarters in Waltham, Massachusetts. See Note 7, “Leases.” In addition, in November 2026, the Company entered into the Paragon License Agreement. See Note 3, “Related Party Transactions.”

10. SHAREHOLDERS’ EQUITY

The Company’s authorized share capital consists of 500,000,000 Ordinary Shares, and 10,000,000 Preferred Shares, of which 200 shares were designated as Series A non-voting convertible preferred shares, par value $0.00001 per share (the “Series A Preferred Shares”),16,366 shares were designated as Series B Preferred Shares, and 43,882 shares were designated as Series C Preferred Shares.

As of December 31, 2025 and September 30, 2026, no Ordinary Share dividends had been declared by the board of directors. On May 21, 2026, all 158.361 outstanding Series A Preferred Shares were converted into 158,361 Ordinary Shares.

Shelf registration statement, at-the-market (“ATM”) offering program and February 2026 public offering

On February 10, 2026, the Company filed an automatically effective shelf registration statement (the “Registration Statement”) with the SEC for the issuance of Ordinary Shares, preferred shares, warrants, debt securities, rights and units, which was amended on August 10, 2026.

On February 10, 2026, the Company entered into a sales agreement (the “ATM Agreement”), which was amended on August 10, 2026, pursuant to which it may sell, from time-to-time, Ordinary Shares under an ATM offering program for up to $150.0 million.

Forthe nine months ended September 30, 2026, the Company sold 1,407,823 shares under the ATM offering program for net proceeds of $34.3 million, after deducting underwriting discounts and commissions and expenses of $0.9 million and had $114.7 million in remaining capacity under the ATM offering program.

On February 10, 2026, the Company also entered into an underwriting agreement with certain underwriters to issue and sell 16,644,737 Ordinary Shares, which included the full exercise by the underwriters of their option to purchase an additional 2,171,052 shares, at a public offering price of $19.00 per share. The underwritten offering closed on February 12, 2026. The net proceeds from this offering were approximately $295.5 million, after deducting underwriting discounts and commissions and expenses of $20.8 million.

Paramora warrants

The Company settled its 2025 obligations under the Paramora Warrant Obligation by issuing Paramora warrants to purchase 628,302 Ordinary Shares, with a per share exercise price equal to $23.01. As of September 30, 2026, none of the warrants issued under the Paramora Warrant Obligation have been exercised. See Notes 3, 5 and 11 for additional information on the Paramora Warrant Obligation.

Ordinary Shares

Holders of Ordinary Shares are entitled to one vote for each Ordinary Share held of record for the election of directors and on all matters submitted to a vote of shareholders. Holders of Ordinary Shares are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any Preferred Shares then outstanding. Upon our dissolution, liquidation or winding up, holders of Ordinary Shares are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any Preferred Shares then outstanding. Holders of Ordinary Shares have no preemptive, subscription, redemption or conversion rights and no sinking fund provisions are applicable to Ordinary Shares. The rights, preferences and privileges of holders of Ordinary Shares are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Shares that we have designated or may designate and issue in the future.

Preferred Shares

Our board of directors has the authority, without action by the shareholders, to designate and issue up to an aggregate of 10,000,000 Preferred Shares in one or more series. Our board of directors can designate the rights, preferences and privileges of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors may authorize the issuance of Preferred Shares with voting or conversion rights that could adversely affect the voting power or other rights of the holders of Ordinary Shares. The issuance of Preferred Shares, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of restricting dividends on Ordinary Shares, diluting the voting power of Ordinary Shares, impairing the liquidation rights of Ordinary Shares, or delaying, deferring or preventing a change in control of us, which might harm the market price of our Ordinary Shares.

Our board of directors will make any determination to issue such Preferred Shares based on its judgment as to our best interests and the best interests of our shareholders.

Series A Preferred Shares

The Company has designated 200 shares of Series A Preferred Shares. On May 21, 2026, all 158.361 outstanding Series A Preferred Shares were converted into 158,361 Ordinary Shares, and no Series A Preferred Shares were outstanding as of September 30, 2026.

Series B Preferred Shares

As of September 30, 2026,16,366 Series B Preferred Shares were issued and outstanding. The Series B Preferred Shares are classified within permanent shareholders’ equity.

Each Series B Preferred Share is convertible at the option of the holder into 1,000 Ordinary Shares (representing 16,366,000 Ordinary Shares in aggregate on an as-converted basis), subject to beneficial ownership limitations. The shareholder approval requiredfor Nasdaq purposes was obtained on February 9, 2026. Upon conversion, the Series B Preferred Shares are cancelled and retired and resume the status of authorized but unissued preferred shares.

The Series B Preferred Shares do not have general voting rights; however, for so long as any Series B Preferred Shares remain outstanding, the Company may not, without affirmative vote of a majority of the then-outstanding Series B Preferred Shares, adversely alter the rights of the Series B Preferred Shares, amend the Series B Certificate of Designation or the Articles in a manner adverse to the Series B Preferred Shares, or issue additional Series B Preferred Shares, and, for so long as at least 30% of the originally issued Series B Preferred Shares remains outstanding, the Company may not, without the affirmative vote of a majority of the then-outstanding Series B Preferred Shares: (i) consummate a Fundamental Transaction (as defined) or a merger or consolidation resulting in a change of control; (ii) increase the size of the board of directors; (iii) adopt, amend, or repeal certain corporate authority policies unless approved unanimously by the board of directors; or (iv) retain or replace the Company’s registered independent public accounting firm, independent compensation consultant, or corporate counsel. The Series B Preferred Shares have no liquidation preference. Dividends, if declared on Ordinary Shares, are payable to holders of Series B Preferred Shares on an as-if-converted basis.

Series C Preferred Shares

As of September 30, 2026,1,722 Series C Preferred Shares were issued and outstanding. The Series C Preferred Shares are classified within permanent shareholders’ equity.

Each Series C Preferred Share is convertible into 1,000 Ordinary Shares (representing 1,722,000 Ordinary Shares in aggregate on an as-converted basis), subject to beneficial ownership limitations. On February 9, 2026, the Company obtained the shareholder approval required for Nasdaq purposes. Following that approval,42,005 Series C Preferred Shares were automatically converted into 42,005,000 Ordinary Shares, with 1,877 shares remaining outstanding immediately following such conversion. During the second quarter of 2026,155 Series C Preferred Shares were forfeited, resulting in 1,722 Series C Preferred Shares outstanding. Each remaining Series C Preferred Share may be converted at the option of the holder, subject to applicable beneficial ownership limitations. Upon conversion, shares are cancelled and retired.

The Series C Preferred Shares do not have general voting rights; however, for so long as any Series C Preferred Shares remain outstanding, the Company may not, without affirmative vote of a majority of the then-outstanding Series C Preferred Shares, adversely alter the rights of the Series C Preferred Shares, amend the Series C Certificate of Designation or the Articles in a manner adverse to the Series C Preferred Shares, or issue additional Series C Preferred Shares. No liquidation preference applies. Dividends, if declared on Ordinary Shares, are payable to holders of Series C Preferred Shares on an as-if-converted basis.

11. SHARE-BASED COMPENSATION

Employee equity plans

The Company grants equity awards under the 2026 Equity Incentive Plan (the “2026 Equity Plan”), which was approved by shareholders in February 2026, and the 2022 Inducement Plan. The initial share pool under the 2026 Equity Plan was 9,299,832 Ordinary Shares, subject to certain adjustments in the event of a change in the Company’s capitalization. Share-based awards granted under the 2026 Equity Plan generally vest over afour-year period and expireten years from the grant date. Shares available for grant under the 2026 Equity Plan cumulatively increase by 5% of the number of Ordinary Shares issued and outstanding on January 1 steach year until 2035. At September 30, 2026,8,676,317 and 2,587,547 Ordinary Shares were available for future grant under the 2026 Equity Plan and the 2022 Inducement Plan, respectively.

No further awards will be granted under the 2020 Stock Option and Grant Plan, the 2020 Equity Incentive Plan or the Damora Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). Awards previously granted under those plans remain outstanding, including options to purchase 434,508 Ordinary Shares and 250,725 unvested restricted Ordinary Shares under the 2025 Plan. Awards generally vest over four years and options expireten years from the grant date.

In February 2026, the Company's shareholders adopted the 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The number of Ordinary Shares reserved for issuance under the 2026 ESPP is equal to 619,989 subject to an annual increase, to be added on the first day of each fiscal year, beginning January 1, 2027, equal to the lesser of (1)1% of the number of Ordinary Shares outstanding on the first day of such fiscal year; (2)1,000,000 Ordinary Shares; or (3) such other amount as determined by our board of directors. As of September 30, 2026, the Company hadnot issued any shares under the 2026 ESPP.

Effective as of the Redomestication, each plan was amended and restated to reflect the conversion of Common Stock into Ordinary Shares.

The following table sets forth the activity for the Company’s share options during the periods presented:

The weighted-average grant date fair value of all share options granted during the nine months ended September 30, 2026 was $18.04.

The Company uses a Black-Scholes option pricing model to determine fair value of its share options. The Black-Scholes option pricing model includes various assumptions, including the fair value of Ordinary Shares, expected life of share options, the expected volatility based on the historical volatility of a publicly traded set of peer companies and the expected risk-free interest rate based on the implied yield on a U.S. Treasury security. The fair value of each option was estimated on the date of grant using the assumptions in the table below:

On November 10, 2025, in connection with the Asset Acquisition, the Company assumed the Paramora Warrant Obligation which provided for an annual equity grant of warrants for Paramora to purchase 1% of the then outstanding Ordinary Shares, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Option Agreement, at the fair market value determined by the board of directors of the Company. The Company determined that the 2025 and 2026 grants are two separate grants, as there would be no obligation for the 2026 grant had the Company exercised or terminated all of the options under the Paragon Option Agreement prior to December 31, 2026. The service inception period for the grant precedes the grant date, with the full award being vested as of the grant date with no post-grant date service requirement.

As of September 30, 2026, the estimated fair value of the warrants to be granted on December 31, 2026, was approximately $15.9 million. For thenine months ended September 30, 2026, $11.9 million was recognized as share-based compensation expense related to the amortized expense of the Paramora Warrant Obligation. There wasno similar expense for thenine months ended September 30, 2025. As of September 30, 2026, the pro-rated unamortized expense related to the Paramora Warrant Obligation was $4.0 million.

The following table summarizes the assumptions used in calculating the fair value of the warrant obligation for thenine months ended September 30, 2026:

The Company settled its 2025 obligations under the Paramora Warrant Obligation by issuing Paramora warrants to purchase 628,302 Ordinary Shares with an exercise price of $23.01 per share. As of September 30, 2026, none of the warrants issued under the Paramora Warrant Obligation have been exercised.

Restricted share units

For the nine months ended September 30, 2026, the Company granted 955,005 restricted share units (“RSUs”) to its employees under the 2022 Inducement Plan. The RSUs vest as toone-third one year after the grant date and as toone-sixth everysix months, subject to continued service to the Company through the applicable vesting dates. For thethree and nine months ended September 30, 2026, the Company recognized$1.4 million and$3.5 million, respectively, in expense related to the RSUs. For the three and nine months ended September 30, 2025, the Company recognized $24,000 and $70,000 of expense related to the RSUs, respectively.

The following table sets forth the activity for the Company’s RSUs during the periods presented:

Share-based compensation

The grant date fair value of share awards vested during the nine months ended September 30, 2026 and 2025 was $1.6 million and$0.6 million, respectively. Total unrecognized compensation expense related to unvested options and RSUs was$107.6 million at September 30, 2026, which is expected to be recognized over a weighted average period of 3.4 years. The Company recorded share-based compensation expense related to share-based awards, including the Paramora Warrant Obligation, as follows (in thousands):

(1) For thethree and nine months ended September 30, 2026, $2.3 million and $11.9 million, respectively, was recognized as share-based compensation expense related to the Paramora Warrant Obligation. There wereno such expenses for thethree and nine months ended September 30, 2025.

12. INCOME TAXES

As a result of the Company's history of net operating losses (“NOLs”), the Company continues to maintain a full valuation allowance against its domestic net deferred tax assets. For the three months ended September 30, 2026 and 2025, the Company recognizedno income tax expense. For the nine months ended September 30, 2026 and 2025, the Company recognized income tax expense of $297,000 and $6,000, respectively.

13. NET LOSS PER SHARE

Basic and diluted net loss per share of Ordinary Shares, Series B Preferred Shares and Series C Preferred Shares is calculated as follows (in thousands except share and per share amounts):

The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:

14. SEGMENT REPORTING

The Company hasone reportable andone operating segment and manages its business activities primarily in the United States on a consolidated basis. The Company’s singular focus is on the development of its mutCALR portfolio to address the full mutCALR myeloproliferative neoplasm disease spectrum. All of the Company’s tangible assets are held in the United States.

The chief operating decision maker (the “CODM”) is the Company'schief executive officer, or in the absence of a chief executive officer, its chief operating officer. The CODM assesses performance for the Company and decides how to allocate resources based on net loss as reported on the consolidated statements of operations. The annual budgeting process is the primary mechanism used to make these decisions. The financial information also helps in making performance assessments using budgeted versus actual results.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

15. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date on which the consolidated financial statements were issued. The Company has concluded that no subsequent events, other than those already disclosed, have occurred that require disclosure to the consolidated financial statements.