Korsana Biosciences, Inc.

1. Nature of the Business and Basis of Presentation

Background and Basis of Presentation

Korsana Biosciences, Inc. and subsidiaries (“Korsana” or the “Company”), formerly known as Cyclerion Therapeutics, Inc. ("Cyclerion"), is a biotechnology company that is the result of the reverse recapitalization discussed below. Prior to the reverse recapitalization, the private company Korsana Biosciences, Inc. ("Pre-Merger Korsana") was established and incorporated under the laws of the state of Delaware on November 8, 2024. Korsana was founded and launched to research and develop antibody candidates licensed from Paragon Therapeutics, Inc. (“Paragon”), an antibody discovery engine founded by Fairmount Funds Management LLC (“Fairmount”). The Company is based in Waltham, Massachusetts. Korsana was formed to develop therapies built on Therapeutic Targeting (THETATM), a next generation blood-brain barrier (BBB) platform, with an initial focus on neurodegenerative disorders, including its lead product candidate, KRSA-028, an anti-amyloid beta (“Ab”) antibody that combines the proprietary “THETA™” platform with well-validated aspects from other anti-Ab products that have achieved regulatory approval or are in late-stage clinical trials.

The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, the ability to complete preclinical and clinical trials, the ability to obtain regulatory approval for product candidates, development by competitors of new technological innovations, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of products and the ability to raise additional capital to fund operations.

The Company’s potential product candidates will require approval from the U.S. Food and Drug Administration or comparable foreign authorities prior to the commencement of commercial sales. There can be no assurance that the Company’s potential product candidates will receive all the required approvals. In addition, there can be no assurance that the Company’s potential product candidates, if approved, will be accepted in the marketplace, that any future product candidates can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product candidates will be successfully marketed, if at all.

The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Pre-Merger Korsana included in the Registration Statement on Form S-4 (File No. 333-295175) declared effective on July 24, 2026. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and the results of its operations for the interim periods presented.

The results of operations for the three and nine months ended September 30, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. The condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. As the Merger was accounted for as a reverse recapitalization, the historical financial statements prior to September 8, 2026 reflect the operations of Pre-Merger Korsana and its consolidated subsidiary.

Reverse Recapitalization and Pre-Closing Financing

On September 8, 2026 (the "Closing Date"), the Company consummated the transaction (the "Closing") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of April 1, 2026, which agreement was subsequently amended on April 17, 2026 (as amended, the "Merger Agreement"), by and among Pre-Merger Korsana, Cyclerion, Cariboos Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Cyclerion ("First Merger Sub"), and Cariboos Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Cyclerion ("Second Merger Sub"). As part of the Closing, First Merger Sub merged with and into Pre-Merger Korsana, with Pre-Merger Korsana continuing as a wholly owned subsidiary of Cyclerion and the surviving corporation (the “First Merger”). Immediately following the First Merger and as part of the same overall transaction, Pre-Merger Korsana merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Merger”), with Second Merger Sub being the surviving entity of the Second Merger. Second Merger Sub changed its name to "Korsana Biosciences Operating Company, LLC" and Cyclerion changed its name to "Korsana Biosciences, Inc." The Company is led by Pre-Merger Korsana's management team and remains focused on developing therapies for neurodegenerative disorders.

In accordance with an exchange ratio determined in accordance with the terms of the Merger Agreement (the “Exchange Ratio”), at the effective time of the First Merger (the “First Effective Time”), (i) each then-outstanding share of common stock, par value $0.0001 per share, of Pre-Merger Korsana (the "Pre-Merger Korsana common stock") (including shares of Pre-Merger Korsana common stock issued in connection with the Pre-Closing Financing (as defined below)) automatically converted into the right to receive a number of shares of common stock, no par value per share, of Cyclerion (the "Cyclerion common stock") equal to the Exchange Ratio, (ii) each then-outstanding share of Series Seed Preferred Stock, par value $0.0001 per share, of Pre-Merger Korsana (the "Pre-Merger Korsana Series Seed Preferred Stock") was converted into the right to receive a number of shares of Series B Non-Voting Convertible Preferred Stock, no par value, of Cyclerion (the "Series B Preferred Stock"), equal to the Exchange Ratio divided by 1,000, (iii) each-then-outstanding share of Series A Preferred Stock, par value $0.0001 per share, of Pre-Merger Korsana (the "Pre-Merger Korsana Series A Preferred Stock") automatically converted into the right to receive to a number of shares of Cyclerion common stock equal to the Exchange Ratio; provided, that to the extent the shares of Cyclerion common stock otherwise issuable to any holder would exceed such holder's beneficial ownership limitation (initially set at a percentage of up to 9.99% of the outstanding Cyclerion common stock), such holder received, in lieu of the excess shares, pre-funded warrants to purchase an equal number of shares of Cyclerion common stock, subject to adjustment as set forth in the form of the pre-funded warrant, (iv) each then-outstanding option to purchase Pre-Merger Korsana common stock was assumed by Cyclerion and was converted into an option to purchase shares of Cyclerion common stock, adjusted for the Exchange Ratio, (v) each then-outstanding warrant to purchase Pre-Merger Korsana common stock was assumed by Cyclerion and was converted into a warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the Merger Agreement, (vi) each then-outstanding share of Pre-Merger Korsana restricted stock was assumed by Cyclerion, subject to adjustment as set forth in the Merger Agreement, and (vii) each then-outstanding pre-funded warrant to purchase shares of Pre-Merger Korsana common stock was converted into a pre-funded warrant to purchase shares of Cyclerion common stock, subject to adjustment as set forth in the Merger Agreement and the form of pre-funded warrant.

The Exchange Ratio was calculated as 0.2074 shares of Cyclerion common stock for each share of Pre-Merger Korsana common stock (and 0.0002074 shares of Series B Preferred Stock for each share of Pre-Merger Korsana Series Seed Preferred Stock) on the Closing Date, which gives effect to a 1-for-7 reverse stock split of Cyclerion common stock immediately prior to the Merger. The par value per share and the number of authorized shares were not adjusted as a result of the Exchange Ratio. The shares of the Company's common stock underlying outstanding stock options, restricted stock awards, and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. All references to common stock, options to purchase common stock, common stock share data, per share data, and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Exchange Ratio for all periods presented, unless otherwise specifically indicated or the context otherwise requires.

Immediately prior to the completion of the Merger, and in order to provide Korsana with additional capital for its development programs, Pre-Merger Korsana entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional and accredited investors, pursuant to which Pre-Merger Korsana issued and sold 140,516,578 shares of Pre-Merger Korsana common stock and 20,171,961 pre-funded warrants, exercisable for 20,171,961 shares of Pre-Merger Korsana common stock, at a purchase price of $2.3648 per share and $2.3647 per warrant, in each case before giving effect to the Exchange Ratio, for an aggregate purchase price of $380.0 million in a private placement (the “Pre-Closing Financing”). Entities affiliated with Fairmount and Venrock, both related parties of the Company, participated in the Pre-Closing Financing for aggregate purchase prices of $75.0 million and $60.0 million, respectively (see Note 13). At the Closing of the Merger, based on the exchange ratio, the Pre-Merger Korsana common stock and pre-funded warrants subscribed for were converted into the right to receive 29,143,142 shares of common stock and 4,183,665 pre-funded warrants. Shares of Pre-Merger Korsana common stock and pre-funded warrants to purchase shares of Korsana common stock issued pursuant to the Securities Purchase Agreement were converted into shares of Cyclerion common stock and pre-funded warrants to purchase shares of Cyclerion common stock at Closing per the Merger Agreement.

In connection with the Merger, the Company entered into a contingent value rights agreement (the “CVR Agreement”), pursuant to which certain legacy Cyclerion stockholders became entitled to receive contingent payments associated with the potential future monetization of certain legacy Cyclerion assets, including its equity investment in Tisento Therapeutics, Inc. (collectively, the “CVRs”). Payments under the CVRs are contingent upon the realization of proceeds from the underlying assets in accordance with the terms of the CVR Agreement. The Company determined that the CVRs represent a single freestanding derivative liability measured at fair value (see Note 2).

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Pre-Merger Korsana was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the fact that, immediately following the Merger: (i) Pre-Merger Korsana stockholders own a substantial majority of the voting rights in the combined company; (ii) Pre-Merger Korsana's largest stockholders retain the largest interest in the combined company; (iii)

Pre-Merger Korsana designated a majority of the initial members of the board of directors of the combined company; and (iv) Pre-Merger Korsana's executive management team became the management team of the combined company. Accordingly, for accounting purposes: (i) the Merger was treated as the equivalent of Pre-Merger Korsana issuing stock to acquire the net assets of Cyclerion, and (ii) the reported historical operating results of the combined company prior to the Merger are those of Pre-Merger Korsana. Additional information regarding the Merger is included in Note 3.

Liquidity and Going Concern

Since its inception, the Company has devoted substantially all of its resources to advancing the development of its portfolio of programs, organizing and staffing the Company, business planning, raising capital, and providing general and administrative support for these operations. Current and future programs will require significant research and development efforts, including preclinical and clinical trials, and regulatory approvals to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings and debt financings.

The Company has not generated any revenue from product sales or other sources and has incurred significant operating losses and negative cash flows from operations since inception. The Company expects that its research and development and general and administrative costs will continue to increase significantly, including in connection with conducting future pre-clinical activities and clinical trials and manufacturing for its existing product candidates and any future product candidates to support commercialization and providing general and administrative support for its operations, including the costs associated with operating as a public company. The Company has incurred net losses of $46.4 million and $77.3 million during the three and nine months ended September 30, 2026, respectively. As of September 30, 2026, the Company had an accumulated deficit of $113.0 million. As of September 30, 2026, the Company had $456.2 million in cash and cash equivalents.

The Company’s management expects that its existing cash and cash equivalents will be sufficient to fund the Company’s operating plans for at least twelve months from the date these condensed consolidated financial statements are issued.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are disclosed in Note 2 to its audited financial statements as of and for the year ended December 31, 2025 and as of December 31, 2024 and for the period from November 8, 2024 (inception) to December 31, 2024 and the related notes included in Cyclerion’s Registration Statement on Form S-4, declared effective on July 24, 2026. Since the date of those financial statements, there have been no changes to the Company’s significant accounting policies except as noted below.

Cash, Cash Equivalents, and Restricted Cash

The following represents the Company’s cash, cash equivalents, and restricted cash (in thousands):

The Company considers all short-term, highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2026, the Company’s restricted cash relates to a letter of credit for its office lease in Waltham, Massachusetts and is included in restricted cash in the Company’s condensed consolidated balance sheet. The carrying value of the restricted cash approximates fair value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

Leases

The Company evaluates arrangements entered into to determine whether or not it includes a lease. At the lease commencement date, when control of the underlying asset is transferred from the lessor to the Company, the Company classifies a lease as either an operating or finance lease and recognizes a right-of-use (“ROU”) asset and a current and non-current lease liability, as applicable, in the balance sheet if the lease has a term greater than one year. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise its option.

At the lease commencement date, operating lease liabilities and their corresponding ROU assets are recorded at the present value of future minimum lease payments over the expected remaining lease term. The Company determines the present value of lease payments using the implicit rate, if it is readily determinable, or the incremental borrowing rate for the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate to discount lease payments. The incremental borrowing rate represents an estimated rate of interest that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, lease expense includes amortization expense of the ROU asset recognized on a straight-line basis over the lease term and interest expense recognized on the finance lease liability. In addition, certain adjustments to the ROU asset may be required for items such as lease prepayments, incentives received or initial direct costs. As of September 30, 2026, the Company hasone operating lease andno finance leases.

The Company accounts for lease and non-lease components related to operating leases for office space as a single lease component. The Company has elected that costs associated with leases having an initial term of 12 months or less are recognized in the condensed consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term and are not recorded on its condensed consolidated balance sheets. Variable lease expense is recognized as incurred and consists primarily of real estate taxes, utilities, and other office space related expenses.

Classification of Convertible Preferred Shares

Prior to the reverse recapitalization, the Company had classified its Pre-Merger Korsana Series Seed Preferred Stock and Pre-Merger Korsana Series A Preferred Stock (together, the "Convertible Preferred Stock") outside of stockholders' equity (deficit) on the Company's condensed consolidated balance sheet because the holders of such stock had certain liquidation rights in the event of a deemed liquidation event that, in certain situations, were not solely within the control of the Company and would require the redemption of the then-outstanding convertible preferred stock.

Upon the closing of the Merger, the Company's outstanding Pre-Merger Korsana Series Seed Preferred Stock was converted into Series B Preferred Stock. The Company determined that certain provisions of the Series B Preferred Stock may require settlement in cash or other assets upon the occurrence of events not solely within the Company's control, including certain fundamental transactions. Accordingly, the Company classifies the Series B Preferred Stock as temporary (mezzanine) equity, outside of permanent stockholders' equity (deficit), on its condensed consolidated balance sheet.

Contingent Value Rights

The Company accounts for the CVRs issued in connection with the Merger as a derivative liability measured at fair value in accordance with ASC 815, Derivatives and Hedging. The CVR liability is initially recognized at fair value and subsequently remeasured at each reporting date, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. The fair value of the CVRs is determined using a probability-weighted assessment of potential future proceeds from the underlying legacy assets, including the likelihood, timing and estimated amounts of future monetization events. Management reassesses these assumptions on a quarterly basis and adjusts the estimated fair value of the CVR liability as appropriate. As of September 30, 2026, the estimated fair value of the CVR liability waszero, and accordingly, no liability was recorded in the accompanying condensed consolidated balance sheets.

Net Loss per Share Attributable to Common Stockholders

Basic and diluted net loss attributable to stockholders per share is presented in conformity with the two-class method required for participating securities (Common stock and Series B Preferred Stock). Basic earnings per share is computed by dividing net income available to each class of shares by the weighted-average number of shares of common stock and participating securities outstanding during the period. Pre-funded warrants were included in the weighted-average number of shares of common stock outstanding as the exercise price is negligible and these warrants are fully vested and exercisable. Series B Preferred Stock shares the same characteristics as common stock and has no substantive preference attributed to them and, accordingly, has been considered a class of common stock in the computation of net loss per share regardless of their legal form.

Net loss is allocated between holders of common stock and Series B Preferred Stock based on their respective proportional ownership interests on an as-converted basis. The weighted-average number of shares outstanding for each class reflects changes in ownership over the periods presented.

Diluted net loss per share is computed by dividing the net loss attributable to stockholders adjusted for income (expenses), net of tax, related to any diluted securities, by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of this calculation, stock options to purchase common stock, warrants issued to Parasa, and unvested shares of restricted stock awards (“RSAs”) are considered potentially dilutive securities.

The Company generated a net loss for the periods presented. Accordingly, basic and diluted net loss per share is the same because the inclusion of the potentially dilutive securities would be anti-dilutive.

Recently Issued Accounting Pronouncement Not Yet Adopted

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”). The amendments in ASU 2024-03 require public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for the Company’s annual reporting period beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements.

3. Reverse Recapitalization and Pre-Closing Financing

As described within the Reverse Recapitalization and Pre-Closing Financing section in Note 1, on September 8, 2026, the reverse recapitalization between Pre-Merger Korsana and Cyclerion was consummated. The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. At the effective time of the Merger, substantially all of the assets of Cyclerion consisted of cash and other nominal non-operating assets and liabilities. No goodwill or intangible assets were recognized.

As part of the recapitalization, the Company acquired the assets and assumed the liabilities listed below (in thousands):

4. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for financial assets and liabilities measured (in thousands):

Cash equivalents consist of money market funds, which were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. The Company's CVR derivative liability represents a Level 3 fair value measurement, as its valuation incorporates significant unobservable inputs related to the probability, timing and estimated proceeds from the potential monetization of certain legacy assets. As of September 30, 2026, the estimated fair value of the CVR derivative liability waszero (see Note 2). There were no transfers between Level 1, Level 2, or Level 3 during thenine months ended September 30, 2026 and the year ended December 31, 2025.

5. Accrued Expenses and Other Current Liabilities

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

(1)

Includes related party amount of $11,008 as of September 30, 2026 and $10,333 as of December 31, 2025.

(2)

Includes related party amount of $0 as of September 30, 2026 and $232 as of December 31, 2025.

6. Convertible Preferred Stock and Stockholders' Equity (Deficit)

Pre-Funded Warrants

In September 2026, pursuant to the Securities Purchase Agreement and immediately prior to the Closing, certain new and current investors purchased pre-funded warrants of Pre-Merger Korsana for $11.4016 per warrant as adjusted for the Exchange Ratio. At the Closing of the Merger, these pre-funded warrants automatically converted into pre-funded warrants of the Company to purchase 4,183,665 shares of the Company's common stock. In addition, pursuant to the Merger Agreement, certain holders of Pre-Merger Korsana Series A Preferred Stock received, in lieu of shares of the Company's common stock that would have caused such holders to exceed their beneficial ownership limitations, pre-funded warrants of the Company to purchase an aggregate of 1,178,181 shares of the Company's common stock. All of the pre-funded warrants have an exercise price of $0.0001 per share, were recorded as a component of stockholders' equity (deficit) within additional paid-in capital, and have no expiration date. As of September 30, 2026, none ofthe pre-funded warrants have been exercised and pre-funded warrants to purchase 5,361,846 shares of the Company's common stock remain outstanding.

Convertible Preferred Stock

On November 21, 2024, Pre-Merger Korsana issued 8,000,000 shares of Series A Convertible Preferred Stock at $1.25 per share for gross proceeds of $10.0 million, of which 4,000,000 shares each were issued to Fairmount Healthcare Fund II L.P. ("Fairmount Fund II") and certain Venrock-affiliated entities ("Venrock"), both related parties.

On September 11, 2025, Pre-Merger Korsana issued an additional 12,000,000 shares of Series A Convertible Preferred Stock at $1.25 per share for gross proceeds of $15.0 million, with 6,000,000 shares each issued to Fairmount Fund II and Venrock. In connection with this financing, Pre-Merger Korsana amended its certificate of incorporation to reclassify the 20,000,000 outstanding shares of Series A Convertible Preferred Stock as Series Seed Convertible Preferred Stock and authorize a new series of Series A Convertible Preferred Stock.

On September 15, 2025, Pre-Merger Korsana issued 75,500,000 shares of the new Series A Convertible Preferred Stock at $2.00 per share for gross proceeds of $151.0 million, including 12,500,000 shares each issued to Fairmount Fund II and Venrock.

In September 2026, upon the Closing of the Merger, the outstanding Pre-Merger Korsana Series Seed Preferred Stock converted into 4,148 shares of Series B Preferred Stock and the outstanding Pre-Merger Korsana Series A Preferred Stock converted into 14,480,515 shares of common stock and pre-funded warrants to purchase 1,178,181 shares of the Company's common stock.

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Shares (the "Series B Certificate of Designation"), holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal to, on an as-if-converted-to-Company common stock basis, and in the same form as, dividends actually paid on Company common stock. Except as provided in the Series B Certificate of Designation or as otherwise required by law, the Series B Preferred Stock donot have voting rights. The Series B Preferred Stock shall rank on parity with the Company common stock as to the distribution of assets upon any liquidation, dissolution, or winding-up of the Company. Each share of Series B Preferred Stock is convertible at the option of the holder, at any time, and without the payment of additional consideration by the holder into common stock of the Company. As of September 30, 2026, each outstanding share of Series B Preferred Stock was convertible into common stock at a ratio of 1,000:1. Holders of the Series B Preferred Stock have certain rights to designate members of the Company's Board of Directors. Directors designated by the Series B Preferred Stockholders are entitled tothree votes on each matter presented to the Board of Directors, compared to one vote for each other director, subject to the terms of the Company's governing documents.

Common Stock

As of September 30, 2026 and December 31, 2025, the Company was authorized to issue 400,000,000 and 122,363,552 shares of common stock, respectively, withno par value per share, of which 45,541,358 and 1,244,400 shares, respectively, were issued and outstanding. The shares outstanding as of December 31, 2025 were issued in connection with restricted stock awards (“RSAs”), including unvested RSAs, which are considered legally issued and outstanding.

Upon completion of the Merger on September 8, 2026, all outstanding shares of Pre-Merger Korsana common stock were exchanged for shares of the Company's common stock based on the Exchange Ratio. Each share of common stock entitles the holder toone vote on matters submitted to stockholders and the right to receive dividends, if declared by the Board of Directors. Holders of Series B Non-Voting Convertible Preferred Stock participate in dividends on an as-converted basis without preferential dividend rights over common stock. Upon liquidation, dissolution or winding up, common stockholders are entitled to their proportionate share of remaining assets, subject to the rights of any outstanding preferred stock.

As of September 30, 2026, the Company had common stock reserved for future issuance as follows:

7. Stock-Based Compensation

2025 Equity Incentive Plan

The Korsana Biosciences, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) was adopted by the board of directors of Pre-Merger Korsana on September 11, 2025. The 2025 Plan provided for Pre-Merger Korsana to grant stock options, restricted stock awards, restricted stock units, or other stock-based awards to employees, officers, directors, consultants, and advisors. Stock options granted under the 2025 Plan generally vest over four years, subject to the participant’s continued service, and expire afterten years. In connection with the effectiveness of the 2026 Stock Plan (defined below), no further awards will be granted under the 2025 Plan, and therefore, as of September 30, 2026, there are no shares of common stock available for issuance under the 2025 Plan.

2026 Stock Incentive Plan

In connection with the Merger, the Korsana Biosciences, Inc. 2026 Stock Incentive Plan (the "2026 Stock Plan") was approved by the board of directors of Cyclerion, the legal acquirer in the Merger, on July 16, 2026, and by Cyclerion's stockholders on August 26, 2026. The 2026 Stock Plan became effective upon completion of the Merger on September 8, 2026. The 2026 Stock Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity-based awards. The 2026 Stock Plan is administered by the Compensation Committee of the Board (the "Compensation Committee") or another committee as designated by the Board to administer the plan. Current employees, officers, non-employee directors, and other individual service providers of the Company and its subsidiaries are eligible to participate in the 2026 Stock Plan. The initial share pool under the 2026 Stock Plan is 6,092,348 shares of Company common stock, and as of September 30, 2026, there are 5,898,568 shares available in the pool. The shares that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to 5% of the diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants) on the preceding December 31, unless a lower, or no, increase is determined by the Compensation Committee.

2026 Employee Stock Purchase Plan

The Korsana Biosciences, Inc. 2026 Employee Stock Purchase Plan (the "ESPP") was approved by the board of directors of Cyclerion, the legal acquirer in the Merger, on July 16, 2026, and by Cyclerion stockholders on August 26, 2026. The ESPP became effective upon completion of the Merger on September 8, 2026. The ESPP has 550,512 shares reserved for issuance. The shares that may be issued under the ESPP will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to the lesser of 1% ofthe diluted shares (including outstanding shares of Company common stock and shares of Company common stock issuable upon conversion of outstanding preferred stock and exercise of outstanding pre-funded warrants)

onthe preceding December 31 or 2,000,000, unless a lower, or no, increase is determined by the Compensation Committee. As of September 30, 2026, no offering periods had commenced under the ESPP and no shares have been issued out of the ESPP.

Stock Option Valuation

The following table summarizes the weighted-average assumptions used in calculating the fair value of the awards during thenine months ended September 30, 2026:

Stock Options

The following table summarizes the stock option activity for thenine months ended September 30, 2026:

The weighted average grant-date fair value of stock options granted during the nine months ended September 30, 2026 was $6.74. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had an exercise price lower than the fair value of the Company’s common stock. There wereno stock options granted during thenine months ended September 30, 2025.

Restricted Stock Awards

On November 8, 2024, the Company issued and sold 1,037,000 RSAs to Paragon at $0.10 per share, of which 518,500 RSAs were subsequently contributed to Parasa Holding LLC (“Parasa”), an entity formed by Paragon to hold equity in the Company. The RSAs were subject to performance-based vesting conditions tied to the achievement of specified Series A Convertible Preferred Stock financing milestones. On November 21, 2024,40% of the RSAs vested, with the remaining 60% vesting on September 11, 2025. The Company recognized stock-based compensation expense upon achievement of the respective performance conditions.

On October 27, 2025, the Company issued and sold 207,400 RSAs to its chief executive officer under the 2025 Plan, with service-based vesting conditions over four years and subject to the Company's repurchase rights upon termination of service. Proceeds received for unvested RSAs were initially recorded as a liability and are reclassified to equity as the awards vest. During thethree and nine months ended September 30, 2026, the Company reclassified $0.1 million and $0.3 million from liability to equity, respectively. As of September 30, 2026, $0.2 million and $0.4 million related to unvested RSAs were included in accrued expenses and other current liabilities and accrued other liabilities, noncurrent, respectively, on the condensed consolidated balance sheet.

The following table summarizes the RSA activity for thenine months ended September 30, 2026:

During the three and nine months ended September 30, 2026, the Company recorded stock-based compensation expense of less than $0.1 million and $0.1 million, respectively, related to the RSAs in the condensed consolidated statements of operations and comprehensive loss as general and administrative and research and development expense. During thethree and nine months ended September 30, 2025, the Company recorded stock-based compensation expense of less than $0.1 million related to the RSAs in the condensed consolidated statements of operations and comprehensive loss as general and administrative and research and development expense.

Parasa Warrant Obligation

In September 2025, the Company entered into the Antibody Discovery and Option Agreement (the “Paragon ADOA”) with Paragon and Parasa (see Note 9). Under the terms of the Paragon ADOA, Parasa will be entitled to grants of warrants to purchase a number of shares equal to 1.00% of the then-outstanding shares of the Company’s stock, on a fully diluted basis, on December 31, 2025 and December 31, 2026, with an exercise price equal to the fair market value of the underlying shares on the grant date as determined by the Board of Directors (the “Parasa Warrant Obligation”). If the term with respect to all research programs ends prior to the end of a calendar year, the warrant for such calendar year shall be pro-rated for that calendar year. The grant dates for the issuance of warrants were on December 31, 2025 (the “2025 Parasa Warrant Obligation”) and expected to be on December 31, 2026 (the “2026 Parasa Warrant Obligation”) (if the term with respect to all research programs is still active), respectively, as all terms of the award, including number of shares and exercise price, will be known by all parties on those dates. Parasa’s research and discovery related activities have a service inception date preceding the grant dates, with the full award being vested as of the grant date with no post-grant date service requirement. Accordingly, the Company records a liability for the warrants expected to be granted to Parasa as the related services are provided, with the value of the liability based on the estimated fair value of the warrants at each interim reporting date. For thethree and nine months ended September 30, 2026, $12.7 million and $13.5 million, respectively, were recognized as stock-based compensation expense related to the 2026 Parasa Warrant Obligation expected to be granted to Parasa on December 31, 2026 within research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. For thethree and nine months ended September 30, 2025, $0.2 million was recognized as stock-based compensation expense related to the 2025 Parasa Warrant Obligation expected to be granted to Parasa on December 31, 2025 within research and development expense in the Company’s condensed consolidated statement of operations and comprehensive loss. On December 31, 2025, the fair value of the warrant obligation of $0.8 million was reclassified from accrued expenses to stockholders’ equity on the condensed consolidated balance sheet when the Company settled the 2025 Parasa Warrant Obligation by issuing Parasa a warrant to purchase 228,671 shares of Company Common Stock at an exercise price of $4.15 per share. The warrant issued on December 31, 2025 has a term of 10 years, is fully vested, and is exercisable in part or full at any time during the term of the warrant. As of September 30, 2026, the warrant issued under the 2025 Parasa Warrant Obligation is outstanding and unexercised.

The following table summarizes the assumptions used in calculating the fair value of the 2026 Parasa Warrant Obligation:

Stock-Based Compensation Expense

The following table summarizes the classification of the Company’s stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands):

As of September 30, 2026, total unrecognized compensation cost related to the unvested stock options was $34.5 million, which is expected to be recognized over a weighted average period of approximately 3.4 years. As of September 30, 2026, total unrecognized compensation cost related to the unvested RSAs was $0.4 million, which is expected to be recognized over a weighted average period of approximately 2.7 years. As of September 30, 2026, total unrecognized compensation cost related to the 2026 Parasa Warrant Obligation was $4.6 million, which is expected to be recognized over approximately 0.3 years.

The following table summarizes the award types of the Company’s stock-based compensation expense in the condensed consolidated statements of operations and comprehensive loss (in thousands):

8. Income Taxes

There wasno income tax provision recorded for thethree and nine months ended September 30, 2026 or 2025 and, therefore, the Company’s effective income tax rate was 0.0% for thethree and nine months ended September 30, 2026 and 2025. The effective income tax rate for the three and nine months ended September 30, 2026 differed from the 21% federal statutory rate primarily due to the valuation allowance maintained against the Company’s net deferred tax assets.

9. Paragon Agreements

Paragon Antibody Discovery and Option Agreement

In September 2025, the Company entered into the Paragon ADOA with Paragon and Parasa. Under the Paragon ADOA, Paragon identifies, evaluates, and develops antibodies against one or more mutually agreed therapeutic targets and a mutually agreed brain transit target. The Paragon ADOA covers Research Program 001 and Research Program 002, each targeting Ab and TfR1 (together the “Ab program”), and one undisclosed research program 003, with the ability to add additional programs by mutual agreement. The Company’s lead product candidate, KRSA-028, was developed from program 002.

Under the Paragon ADOA, Korsana has the exclusive option (each, an “ADOA Option”), on a Program-by-Program basis, to enter into a separate agreement with Paragon consistent with a set of pre-negotiated terms to further develop, manufacture and commercialize the resulting antibody transport vehicle compounds (each, a “License Agreement”). If the Company exercises an ADOA Option and finalizes a related License Agreement, it will be required on a program-by-program and product-by-product basis, to make one-time, non-refundable milestone payments of up to $46.0 million per product upon the achievement of specified clinical development and regulatory milestones, which amount is reduced by 50% forindependently developed products directed to the same target combination. Additionally, the Company will be required to make tiered royalty payments in the low-to-mid single-digits beginning on the first commercial sale of each developed product. From time to time, the Company can choose to add additional targets by mutual agreement with Paragon.

On March 19, 2026, the Company exercised its ADOA Option for Research Program 002. The Company made a $5.0 million milestone payment to Paragon in March 2026 related to the nomination of KRSA-028 as the development candidate for Research Program 002. On June 8, 2026, the Company entered into a license agreement (the "Paragon License Agreement") with respect to the Ab program. The $5.0 million milestone payment made to Paragon in March 2026 related to the nomination of KRSA-028 as the development candidate for Research Program 002 will not be owed again under the Paragon License Agreement.

Under the terms of the Paragon ADOA, Paragon agreed to perform certain research activities to discover, generate, identify, and characterize one or more antibody candidates directed to certain mutually agreed therapeutic targets of interest to Korsana (each, a “Research Program”), and certain administrative activities. The Paragon ADOA requires Korsana, Paragon, and Parasa to develop a research plan for each target that includes design, modelling, synthesis, evaluation, and other mutually agreed activities (each, a “Research Plan”), which activities may include performing preclinical studies. Korsana is required to pay a one-time non-refundable, non-creditable fee of $1.0 million (the “Research Initiation Fee”) within 30 days following finalization of the Research Plan for each such Research Program. Paragon will perform the activities set forth in each Research Plan on the timelines set forth in such Research Plan and in compliance with a mutually agreed budget. Korsana will reimburse Paragon for the costs of performing the development activities set forth in the Research Plan, plus an agreed-upon margin charged by Paragon. Korsana made an upfront payment to Paragon when they entered into the Paragon ADOA to cover the cost of work completed by Paragon for the selected Research Programs prior to the effective date. Each Research Program is overseen and coordinated by a joint development committee consisting oftwo employees from Korsana andtwo employees from Paragon, with Korsana and Paragon each havingone vote with respect to decisions of the committee. When Paragon and Parasa have produced an antibody against a selected target, and upon the completion of each Research Program, Paragon and Parasa will deliver to Korsana a data package that includes sequence information for all then-existing antibodies and information directed to such target.

Unless terminated earlier, the Paragon ADOA shall continue in force on a Research Program-by-Research Program basis until the later of: (i) the end of the Option Period for such Research Program, as applicable, if such Option is not exercised by the Company; (ii) if the Company exercises its Option with respect to a Research Program, but the parties are unable to finalize and execute a License Agreement within 30 days, the expiration of such 30-day period (subject to any mutually agreed extension of such period); and (iii) the expiration of the applicable Research Term (as defined under the Paragon ADOA). The Company may terminate the Paragon ADOA or any Research Program at any time for any or no reason upon 30 days’ prior written notice to Paragon, provided that the Company must pay certain unpaid fees due to Paragon upon such termination, as well as any non-cancellable obligations reasonably incurred by Paragon in connection with its activities under any terminated Research Program. Paragon may terminate the Paragon ADOA or a Research Program immediately upon written notice to the Company if, as a result of any action or failure to act by the Company or its affiliates, such Research Program or all material activities under the applicable Research Plan are suspended, discontinued or otherwise delayed for a certain consecutive number of months. Each party has the right to terminate the Paragon ADOA or any Research Program upon (i) 30 days’ prior written notice of the other party’s material breach that remains uncured for the 30-day period and (ii) the other party’s bankruptcy.

Any License Agreement entered into with respect to a given Research Program shall contain the same milestone payment obligations as the Paragon ADOA, provided that any milestone set in the Paragon ADOA that has not yet been achieved and is duplicated in such License Agreement shall no longer be achievable and payable under the terms of the Paragon ADOA and shall only be achievable under the terms of the License Agreement. For the avoidance of doubt, if a milestone is achieved and paid by Korsana pursuant to the Paragon ADOA for a certain Research Program, then there shall be no milestone payment due for the achievement of such milestone under a subsequently executed License Agreement for such Research Program. Further, under a License Agreement, Korsana would also be required to make royalty payments to Paragon in the low single-digit percentage range based on net sales of products, subject to certain reductions. The royalty term will terminate on a product-by-product and country-by-country basis upon the later of the expiration of the last-to-expire valid claim within the relevant patent rights or the twelfth anniversary of the first commercial sale of such product in such country.

Under the Paragon ADOA, Korsana granted on December 31, 2025 and will grant on December 31, 2026, Parasa warrants to purchase a number of shares equal to 1.00% of Korsana’s outstanding capital stock as of the date of the grant on a fully-diluted basis, with an exercise price equal to the fair market value of the underlying shares of Korsana common stock on each respective grant date. Parasa is an entity formed by Paragon as a vehicle to hold equity in Korsana in order to share profits with certain employees of Paragon and will not perform any substantive role under the Paragon ADOA other than to receive such warrants (see Note 7).

The Company concluded that the rights obtained under the Paragon ADOA represent an asset acquisition whereby the underlying assets comprise in-process research and development assets with no alternative future use. The Paragon ADOA did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in the in-process research and development assets, which represent a group of similar identifiable assets. All of the upfront consideration paid by Korsana was allocated to the in-process research and development assets acquired and was immediately expensed as part of research and development expenses on the condensed consolidated statement of operations and comprehensive loss. The research initiation fees represent a one-time cost on a research program-by-research program basis for accessing research services or resources with benefits that are expected to be consumed in the near term, therefore the amounts paid are expensed as part of research and development costs immediately. Amounts paid as reimbursements of on-going development costs, monthly development cost fees and additional development expenses incurred by Paragon are recognized as research and development expense when incurred. Amounts paid as reimbursements for administrative activities incurred by Paragon are recognized as general and administrative expense when incurred.

Under the Paragon ADOA, the Company recorded total expense of $35.5 million during thenine months ended September 30, 2026 for amounts owed to Paragon across all Research Programs, including $16.0 million of research and development work completed by Paragon, $5.0 million for the achievement of a development candidate milestone, $1.0 million for the research initiation milestone, and $13.5 million of stock-based compensation expense related to the 2026 Parasa Warrant Obligation. The Company recorded total expense of $20.3 million for thethree months ended September 30, 2026 for amounts owed to Paragon across all Research Programs, including $7.6 million of research and development work completed by Paragon and $12.7 million of stock-based compensation expense related to the 2026 Parasa Warrant Obligation. An amount of $7.6 million and $10.6 million was unpaid by Korsana at September 30, 2026 and December 31, 2025, respectively, and is included in related party accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheet. Further, an amount of $13.5 million related to the 2026 Parasa Warrant Obligation is included in warrant liability, related party within the Company’s condensed consolidated balance sheet.

Paragon Platform Option Agreement

In October 2025, the Company entered into the Platform Option Agreement with Paragon and Parasa (the “Paragon POA”) in connection with the Paragon ADOA. Pursuant to the Paragon POA, the Company will have an exclusive option to enter into either a separate Antibody Discovery and Option Agreement or a separate License Agreement with Paragon and Parasa, enabling the Company with the right to add, remove, or replace specific target combinations and further develop, manufacture and commercialize the resulting antibody transport vehicle compounds.

Following designation of a target combination, the Company may elect their option to enter into a separate Antibody Discovery and Option Agreement or a separate License Agreement with Paragon and Parasa, the terms of which will be finalized in connection with the option exercise. If the Company elects to enter into a License Agreement (a “POA License”), it will be required to make a one-time non-refundable payment to Paragon of $5.0 million for the license option exercise fee. Under any POA License, Korsana would be required to make one-time, non-refundable milestone payments of up to $41.0 million per product, reduced by 50% for independently developed products directed to the same target combination, and tiered royalty payments in the low to mid-single digit percentage range based on annual net sales, subject to certain reductions. These payments are intended to fund the research to be performed by Paragon and Parasa under either an Antibody Discovery and Option Agreement or License Agreement. The Company recorded total expense of $1.4 million during thethree and nine months ended September 30, 2026 for research and development work completed by Paragon. An amount of $1.4 million was unpaid by Korsana at September 30, 2026 and is included in related party accrued expenses and other current liabilities within the Company's condensed consolidated balance sheet. As of September 30, 2026, the Company hasnot exercised its option related to the Paragon POA.

The Company will also have an exclusive option to designate up to two additional reserved target combinations. If the Company exercises its option, it will be required to make a one-time non-refundable payment to Paragon of $2.0 million for the additional reserved target option exercise fee. A separate additional reserved target option exercise fee is due and payable to Paragon each time that the Company exercises an additional reserved target option.

Paragon Antibody Oligo Conjugate Research Letter Agreement

In April 2026, the Company entered into an Antibody Oligo Conjugate Research Letter Agreement (the “Paragon Research Letter Agreement”) with Paragon Laboratories, Inc. (“Paragon Laboratories”) to initiate a Research Program focused on the development of antibody oligonucleotide conjugates directed to a selected target. The Paragon Research Letter Agreement provides for reimbursement of research costs and monthly research fees, and grants the Company an exclusive option to enter into either an antibody oligonucleotide conjugate discovery and option agreement for an upfront research initiation fee of $1.0 million, or a license agreement for the Research

Programfor an upfront license fee of$5.0 million. Under the Paragon Research Letter Agreement with Paragon Laboratories, the Company recorded total expense of $3.0 million during thenine months ended September 30, 2026 for amounts owed to Paragon Laboratories, including $3.0 million of research and development work completed by Paragon Laboratories. The Company recorded total expense of $2.0 million for thethree months ended September 30, 2026 for amounts owed to Paragon Laboratories, including $2.0 million of research and development work completed by Paragon Laboratories. An amount of $2.0 million was unpaid by Korsana at September 30, 2026 and is included in related party accrued expenses and other current liabilities within the Company’s condensed consolidated balance sheet. At this time, the Company has not exercised either option related to the Research Letter Agreement.

10. Leases

In March 2026, the Company entered into a non-cancellable operating lease agreement for office space located in Waltham, Massachusetts. The lease commenced in March 2026 and is set to expire in December 2030. Rent payment is expected to commence in the first quarter of 2027. The Company provided the landlord with a letter of credit for the security deposit in the amount of $0.1 million, which is recorded within restricted cash on the condensed consolidated balance sheet. Lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of the lease payments, the Company estimated its incremental borrowing rate when measuring operating lease liabilities as discount rates were not implicit or readily determinable.

As of September 30, 2026, the Company had $1.0 million of operating lease ROU assets, short term lease liabilities of $0.3 million and long term lease liabilities of $1.0 million on its condensed consolidated balance sheets. As of September 30, 2026, the operating lease arrangement had a remaining lease term of 4.3 years and an incremental borrowing rate of 9.8%.

As of September 30, 2026, the total remaining operating lease payments included in the measurement of lease liabilities were as follows (in thousands):

11. Commitments and Contingencies

401(k) Plan

The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plan may be made at the discretion of management. For the three and nine months ended September 30, 2026, the Company has recorded $0.1 million and $0.2 million, respectively, related to 401(k) Plan employer contributions. For thethree and nine months ended September 30, 2025, the Company didnot record any expense related to 401(k) Plan employer contributions.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with each of its directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.

To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2026.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of September 30, 2026, the Company was not a party to any material legal proceedings or claims.

12. Net Loss per Share

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

(1) The weighted-average number of shares of as-converted Series B Preferred Shares used in the loss allocation was 1,025,849 and 348,190 for thethree and nine months ended September 30, 2026, respectively.

For the computation of basic net loss per share attributable to common stockholders, the amount of weighted-average common shares outstanding excludes all shares of unvested restricted common stock as such shares are not considered outstanding for accounting purposes until vested.

The Company’s potential 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 attributable to common stockholders is the same. The Company excluded potential common shares from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have had an anti-dilutive effect:

13. Related Party Transactions

Fairmount, Venrock, Paragon, Paragon Laboratories and Parasa have been identified as related parties of Korsana and have engaged in material transactions with the Company for the nine months ended September 30, 2026. The Company entered into significant related party transactions with the Paragon ADOA, the Paragon License Agreement, Paragon POA, and Paragon Research Letter Agreement (see Note 9).

In connection with the Pre-Closing Financing, entities affiliated with Fairmount and Venrock purchased securities for aggregate purchase prices of $75.0 million and $60.0 million, respectively. Entities affiliated with Fairmount purchased 6,530,012 shares of Pre-Merger Korsana common stock (as adjusted for the Exchange Ratio) and pre-funded warrants to purchase 47,654 shares of Pre-Merger Korsana common stock. Entities affiliated with Venrock purchased 3,047,949 shares of Pre-Merger Korsana common stock (as adjusted for the Exchange Ratio) and pre-funded warrants to purchase 2,214,181 shares of Pre-Merger Korsana common stock. Additionally, as of the date of this Quarterly Report, Fairmount and Venrock each have 2 members on the Company's board of directors. Directors' fees associated with these seats werenot material for thenine months ended September 30, 2026 and werenil for thenine months ended September 30, 2025.

14. Segment Reporting

The Company hasone reportable segment relating to the research and development of its research programs. The Company’s chief operating decision maker ("CODM"), its Chief Executive Officer, manages the Company’s operations on a company-wide basis for the allocation of resources and the assessment of performance. The Company’s measure of segment profit or loss used to assess performance and allocate resources is net loss. The CODM uses net loss to evaluate loss generated from the Company’s business activities in deciding how to allocate company resources and in monitoring budget versus actual results. Assets are also managed on a company-wide basis.

The table below is a summary of the segment loss, including significant segment expenses that are reviewed by the CODM (in thousands):

(1)

Includes related party amounts of $1,856 and $11,282 for thethree and nine months ended September 30, 2026, respectively, and $20,014 for thethree and nine months ended September 30, 2025.

(2)

Includes related party amounts of $9,142 and $15,038 for thethree and nine months ended September 30, 2026, respectively.

(3)

Includes related party amounts of $10 and $46 for thethree and nine months ended September 30, 2025, respectively.

(4)

Includes related party amounts of $12,664 and $13,508 for thethree and nine months ended September 30, 2026, respectively, and $199 for thethree and nine months ended September 30, 2025.

(5)

Includes related party amounts of $721 for thethree and nine months ended September 30, 2025.

(6)

Includes related party amounts of $0 and $21 for thethree and nine months ended September 30, 2026, respectively, and $39 for thethree and nine months ended September 30, 2025.