Alector, Inc.

1. The Company and Liquidity

Alector, Inc. (Alector or the Company) is a Delaware corporation headquartered in South San Francisco, California. Alector is a biotechnology company focused on developing therapies to counteract the devastating progression of neurodegeneration.

At-the-Market Offering

On November 7, 2023, the Company entered into an at-the-market sales agreement with TD Securities (USA) LLC, formerly known as Cowen and Company, LLC (TD Cowen), pursuant to which the Company may offer and sell from time to time through TD Cowen up to $125,000,000 of shares of its common stock, in such share amounts as the Company may specify by notice to TD Cowen (the 2023 Sales Agreement). Prior to its termination, the Company had issued an aggregate of 7,110,162 shares and received approximately $20.0 million in net proceeds under the 2023 Sales Agreement, all of which were issued during 2025.

On May 7, 2026, the Company entered into an at-the-market sales agreement with TD Cowen, pursuant to which the Company may offer and sell from time to time through TD Cowen up to $125,000,000 of shares of its common stock, in such share amounts as the Company may specify by notice to TD Cowen (the 2026 Sales Agreement). Immediately prior to the effectiveness of the 2026 Sales Agreement, the Company and TD Cowen terminated the 2023 Sales Agreement. As of September 30, 2026, the Company had not issued any shares or received any proceeds from the sale of securities pursuant to the 2026 Sales Agreement.

The Company didnot issue any shares under either the 2023 Sales Agreement or the 2026 Sales Agreement during thethree and nine months ended September 30, 2026.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) as defined by the Financial Accounting Standards Board (FASB). In the opinion of management, these unaudited condensed consolidated financial statements include all normal, recurring adjustments that are necessary to present fairly the results of the interim periods presented. The condensed consolidated financial statements include the accounts of Alector, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 25, 2026.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. The Company evaluates its estimates, including those related to revenue recognition, manufacturing accruals, clinical accruals, fair value of assets and liabilities, income taxes uncertainties, stock-based compensation, and related assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and short-term marketable securities. Cash and cash equivalents are deposited in checking and sweep accounts at financial institutions. Such deposits may, at times, exceed federally insured limits.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value.

Restricted cash of $1.5 million relates to a letter of credit established for a lease entered into in June 2018. Restricted cash of $0.3 million was held as collateral to secure the use of corporate cards under a cash pledge agreement entered into in December 2024.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:

Marketable Securities

All marketable securities have been classified as “available-for-sale” and are carried at fair value, based upon quoted market prices. The Company considers its available-for-sale portfolio as available for use in current operations. Accordingly, the Company may classify certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. For available-for-sale debt securities, unrealized gains, net of any related tax effects, are excluded from earnings and are included in other comprehensive income and reported as a separate component of stockholders’ equity (deficit) until realized. The Company assesses available-for-sale debt securities on a quarterly basis to see if any unrealized loss is due to credit-related factors. Factors considered in determining whether an impairment is credit-related include the extent to which the investment’s fair value is less than its cost basis, declines in published credit ratings, changes in interest rates, and any other adverse factors related to the security. If it is determined that a credit-related impairment exists, the Company will measure the credit loss based on a discounted cash flows model. Credit-related impairments on available-for-sale debt securities are recognized as an allowance for credit losses with a corresponding adjustment to other income, net in the Company’s consolidated statement of operations. The unrealized loss position that is not credit-related is recorded, net of any related tax effects, in other comprehensive income until realized. There wereno credit-related losses recognized for the periods presented.

The cost of securities sold is based on the specific-identification method. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. In accordance with our investment policy, management invests in money market funds, U.S. treasury securities, corporate bonds, certificates of deposit, and commercial paper. The Company has not experienced any losses on its deposits of cash, cash equivalents, and marketable securities.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, marketable securities, current and noncurrent prepaid expenses, accounts payable, payable to collaboration partner, and accrued liabilities. The Company's investments in marketable securities are measured at fair value. The Company’s other financial instruments approximate fair value due to their relatively short maturities.

For investments in marketable securities, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Leases

The Company determines whether an arrangement is or contains a lease at the inception of the arrangement. Leases are recognized on the balance sheet as right-of-use assets and lease liabilities. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received and any prepaid or accrued rent. Rent expense for the operating lease is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments include lease operating expenses.

The Company excludes balance sheet recognition of operating leases having a term of 12 months or less (short-term leases) and does not separate lease components and non-lease components for its long-term leases.

Revenue Recognition

The Company recognizes revenue when control of promised goods or services is transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under contractual arrangements, the Company performs the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies the performance obligation. If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling price (SSP). The relative SSP for each performance obligation is estimated using externally sourced evidence if it is available. If externally sourced evidence is not available, the Company uses its best estimate of the SSP for the performance obligation.

The Company recognizes revenue at a point in time when control of the promised good or service has been transferred to the customer. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the performance obligation using an input measure. In order to recognize revenue over the research and development period, the Company measures actual costs incurred to date compared to the overall total expected costs to satisfy the performance obligation. Revenues are recognized as the program costs are incurred. The Company re-evaluates the estimate of expected costs to satisfy the performance obligation each reporting period.

Stock-based Compensation

Stock-based compensation is measured on the grant date based on the fair value of the awards. The fair value of options to purchase common stock is measured using the Black-Scholes option-pricing model. Stock-based compensation associated with restricted stock units (RSUs) is based on the fair value of the Company’s common stock on the grant date, which equals the closing price of the Company’s common stock on the grant date. The Company recognizes expense over the vesting period of the awards. Expense for options and RSUs that vest based only on a service condition is recognized on a straight-line basis.

The fair value of RSUs with market conditions is estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include the stock price on grant date, risk-free interest rate, dividend yield, expected stock volatility, and estimated period to achieve the market condition. The expense is recognized based on continued employment of the participants, regardless of achievement of the market condition. Expense related to the RSUs with market conditions is recognized using the accelerated attribution method.

The Company accounts for forfeitures as they occur for all awards.

Comprehensive Loss

Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are the result of transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss was net unrealized loss on marketable securities.

Debt

Debt is initially recognized at cost and presented net of original issue discount and debt issuance costs on the consolidated balance sheets. Amortization of debt discount and debt issuance costs is recognized as interest expense over the period of the debt, using the effective interest rate method.

Segments

The Company operates inone segment. The Company’s chief operating decision maker (CODM), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses and expenses by function.

The table below is a summary of the segment profit or loss, including significant segment expenses (in thousands):

(a) Other segment expenses include consultants & contractor expense, contra-R&D expense for GSK collaboration, depreciation expense, impairment loss, restructuring expense, and stock-based compensation expense.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Topic 220) (ASU 2024-03), requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements of ASU 2024-03 may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting ASU 2024-03 on its condensed consolidated financial statements and disclosures.

3. Fair Value Measurements

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy:

The Company’s Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models for which all significant inputs are observable. The Company classifies marketable securities available to fund current operations as current assets. As of September 30, 2026, the remaining contractual maturities of $125.3 million of investments were less than one year and $13.0 million of investments were after one year through two years. The Company does not intend to sell the investments that are currently in an unrealized loss position, and it is highly unlikely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity.

4. Commitments and Contingencies

Contingencies

From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of September 30, 2026, the Company does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Indemnification

The Company enters into customary indemnification arrangements in the ordinary course of business with vendors, clinical trial sites and other parties. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company hasnot recorded a liability related to such indemnification agreements as of September 30, 2026. As permitted under Delaware law, the Company has entered into indemnification agreements with its directors and officers that requires it to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by law. The Company also has directors’ and officers’ insurance.

5. Collaboration, License, and Option Agreements

Collaboration Agreement with GSK

On July 1, 2021, the Company entered into a Collaboration and License Agreement with Glaxo Wellcome UK Limited, a subsidiary of GlaxoSmithKline plc (GSK), pursuant to which the Company and GSK collaborate on the global development and commercialization of progranulin-elevating monoclonal antibodies, including latozinemab and nivisnebart (formerly AL101/GSK4527226) (GSK Agreement). The GSK Agreement became effective on August 17, 2021. The Company and GSK discontinued developing latozinemab and nivisnebart in frontotemporal dementia due to a GRN mutation (FTD-GRN) and Alzheimer’s disease (AD), respectively, following the INFRONT-3 Phase 3 clinical trial readout in October 2025 and the PROGRESS-AD Phase 2 clinical trial interim analysis in April 2026 for those product candidates.

Under the terms of the GSK Agreement, the Company received $700 million in upfront payments, of which $500 million was received in August 2021 and $200 million was received in January 2022. The Company had been eligible for but did not achieve up to an additional $1.5 billion in clinical development, regulatory, and commercial launch-related milestone payments; an equal share of profits and losses in the United States; and tiered royalties outside the United States. The Company and GSK jointly conducted certain development activities under the GSK Agreement and shared development costs 60% by GSK and 40% by the Company, except that, subject to the GSK Amendment (defined below), the Company solely bore the development costs of initial Phase 2 clinical trials.

In May 2023, the Company and GSK amended the GSK Agreement (GSK Amendment). Under the terms of the GSK Amendment, the Company was responsible for funding and sharing in GSK’s and the Company’s development costs up to $140.5 million for the conduct of the Phase 2 clinical trial of nivisnebart in AD. As of September 30, 2026, the Company has funded the full $140.5 million funding and cost sharing obligation. The GSK Amendment was determined to be a contract modification to the GSK Agreement. The expected cost reimbursement to GSK was accounted for as a refund liability, which reduced the transaction price for the GSK Agreement.

During the three months ended September 30, 2023, as a result of the planned closure of the latozinemab Phase 2 trial and concurrent agreement by the Company to cost-share additional research and development, the Company determined there was a modification of the GSK Agreement, resulting in a decrease of the scope of the performance obligation associated with the latozinemab FTD-C9orf72 Phase 2 trial and an increase in the amount of research and development cost-shared by the Company in future periods. The impact of this additional cost share was accounted for as a refund liability, which reduced the transaction price for the GSK Agreement.

The transaction price at inception included fixed consideration consisting of the upfront payments of $700 million. The transaction price as of September 30, 2026 was $564.0 million due to the estimated refund liabilities created from the contract modifications. The remaining estimated refund liabilities to collaboration partner as of September 30, 2026 and December 31, 2025 waszero and $11.4 million, respectively. All potential future milestones and other payments were considered constrained at the inception of the GSK Agreement and as of September 30, 2026, since the Company could not conclude it was probable that a significant reversal in the amount of revenue recognized would not occur.

On July 6, 2026, GSK provided written notice to the Company terminating the GSK Agreement (the Notice). Under the terms of the GSK Agreement, the termination will be effective 180 days from the Notice, or January 2, 2027. In the third quarter of 2026, the Company and GSK confirmed there were no remaining performance obligations with respect to any new clinical trials, including any new Phase 2 trials. Accordingly, under ASC606, the Company determined there was a modification of the GSK Agreement, resulting in a decrease of the scope of its performance obligations by removing the Company’s remaining clinical development obligations. Therefore, as of September 30, 2026, the

Company determined that in accordance with ASC 606, Revenue from Contracts with Customers, it had no remaining performance obligations under the GSK Agreement, and the remaining deferred revenue of $162.9 million was recognized as collaboration revenue during the three months ended September 30, 2026.

Collaboration revenue under the GSK Agreement during the three and nine months ended September 30, 2026 was $162.9 million and $167.2 million, respectively, the entire amount of which was included in deferred revenue at the beginning of the respective period. For thethree and nine months ended September 30, 2025, collaboration revenue under the GSK Agreement was $3.3 million and $14.8 million, respectively. The deferred revenue related to the GSK Agreement waszero and $171.2 million as of September 30, 2026 and December 31, 2025, respectively. The Company does not expect to derive further revenue from the GSK Agreement.

Costs associated with co-development activities performed under the agreement are included in research and development expenses in the condensed consolidated statements of operations, with any reimbursement of costs by GSK reflected as a reduction of such expenses. For the three months ended September 30, 2026, the Company recognized an increase of $1.3 million of research and development expense, and for thenine months ended September 30, 2026, the Company recognized a reduction of research and development expense of $0.2 million, under the GSK Agreement. For thethree and nine months ended September 30, 2025 the Company recognized a reduction of research and development expense of $1.3 million and $11.6 million, respectively, under the GSK Agreement.

License Agreement with Genentech

On September 30, 2026, the Company entered into a License Agreement (Genentech License Agreement) with Genentech, Inc. (Genentech), pursuant to which the Company granted Genentech exclusive worldwide rights to develop and commercialize the Company's AL050 program, a brain-penetrant engineered glucocerebrosidase (GCase) enzyme replacement therapy (GCase Candidates). Genentech will be responsible for the development, regulatory, manufacturing, and commercialization activities for the GCase Candidates, and the Company assigned to Genentech certain of its existing patents specific to the GCase Candidates. The Company retains ownership of its Alector Brain Carrier (ABC) platform and the right to apply the platform outside of GCase.

Under the Genentech License Agreement, the Company received a $100.0 million upfront payment subsequent to September 30, 2026, and is eligible to receive up to an additional $1.17 billion in development, regulatory, and commercial milestone payments, as well as tiered royalties on net sales of the GCase Candidates at rates ranging from single-digit to double-digit percentages. For a specified period, the Company is subject to certain restrictions on the exploitation of compounds and products that contain or target GCase. Either party may terminate the Genentech License Agreement for the other party’s insolvency or uncured material breach, and Genentech may terminate the Genentech License Agreement for convenience upon prior written notice. Upon certain termination events, certain patents and other assets related to the AL050 program will revert to the Company.

The Company evaluated the Genentech License Agreement under ASC 606, Revenue from Contracts with Customers, and concluded that Genentech is a customer and that the arrangement is within the scope of ASC 606 in its entirety. The Company identified a single combined performance obligation comprising an exclusive license to develop and commercialize the GCase Candidates and related know-how.

The Company determined that the transaction price at inception included fixed consideration consisting of the non-refundable upfront payment of $100.0 million. All potential future development, regulatory, and commercial milestone payments represent variable consideration and were constrained at the inception of the Genentech License Agreement, as the Company concluded it was not probable that a significant reversal in the amount of revenue recognized would not occur. The Company will reassess this constraint at each reporting period. Sales-based royalties and sales-based milestone payments will be recognized in the period in which the related sales occur or the applicable sales threshold is achieved, as such payments relate to the license.

Revenue will be recognized at a point in time upon the transfer of the license and related know-how. No revenue had been recognized under the Genentech License Agreement during thethree and nine months ended September 30, 2026.

Option and License Agreement with Spur Therapeutics

On August 14, 2026, the Company entered into an Option and License Agreement (Spur Agreement) with Spur Therapeutics Limited (Spur) and paid Spur a one-time option fee of $0.5 million. On September 30, 2026, the Company exercised its option and obtained a worldwide, non-exclusive, sublicensable, royalty-bearing license under certain Spur patents related to its engineered GCase (Spur Patents). As a result of the option exercise and the Company's receipt of the upfront payment under the Genentech License Agreement, the Company paid Spur $15.0 million on November 2, 2026. The Company is also obligated to pay Spur a percentage in the teens of milestone and other non-royalty income it receives from sublicensees of the Spur Patents, including under the Genentech License Agreement, as well as a percentage of royalties it receives from such sublicensees. Either party may terminate the Spur Agreement for the other party’s insolvency or uncured material breach, Spur may terminate the Spur Agreement upon certain challenges to the Spur Patents, and the Company may terminate the Spur Agreement for convenience upon prior written notice.

During the three and nine months ended September 30, 2026, the Company recognized $15.5 million as research and development expense, consisting of the $0.5 million option fee and the $15.0 million license fee payable to Spur upon exercise of the option, as described above. Consistent with the Company’s research and development expense policy, these amounts were expensed as incurred, as the Spur Patents relate to pre-commercial technology with no alternative future use. As of September 30, 2026, the $15.0 million license fee was recorded within license fee payable, as a current liability on the condensed consolidated balance sheet; this amount was subsequently paid on November 2, 2026.

6. Stock-based Compensation

The Company recognized stock-based compensation as follows (in thousands):

7. Income Taxes

For the three and nine months ended September 30, 2026, the Company's effective tax rate was less than 0.1% and 0.2%, respectively. For thethree and nine months ended September 30, 2025, the Company's effective tax rate waszero. The difference between the effective tax rate for thethree and nine months ended September 30, 2026 and 2025, and the U.S. federal statutory rate of 21% was primarily due to the Company recording a full valuation allowance to its net deferred tax asset.

8. Debt

On July 8, 2026, the Company repaid in full and terminated the Loan and Security Agreement, dated as of November 14, 2024, as amended (the Loan Agreement), by and among the Company, Alector LLC, a Delaware limited liability company, as co-borrower (together with the Company, the Borrowers), the several banks and other financial institutions or entities from time to time parties thereto, as lenders (collectively, referred to as the Lenders), and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the Lenders (Hercules). The Company repaid a total of $10.4 million, consisting of $10.0 million aggregate principal amount of outstanding loans plus accrued interest and end of term and prepayment charges thereon.

As such, the Company extinguished its outstanding debt prior to maturity. The net carrying value of the debt at the time of extinguishment was $9.8 million, which is the face value of the outstanding balance of the loans of $10.0 million, less unamortized discount, issuance costs and unaccreted value of the end-of-term fee totaling $0.2 million. The Company recognized a loss on extinguishment of debt of $0.6 million during the three and nine months ended

September 30, 2026. The loss is included in other income, net in the condensed consolidated statements of operations and comprehensive income (loss).

9. Net Income (Loss) Per Share

The following tables set forth the computation of the basic and diluted net income (loss) per share (in thousands, except share and per share data).

Potentially dilutive securities have been excluded from the calculation of diluted net income (loss) per share for the periods presented due to their anti-dilutive effect:

10. Restructuring

On March 7, 2025, the Company committed to a plan to reduce its workforce by approximately 13% as part of its cost reduction initiatives in order to align resources with the Company’s strategic priorities, including advancing its preclinical and research pipeline. The Company initiated a reduction in force impacting approximately 25 employees across the organization. For the three months ended September 30, 2025, the Company recognized a reduction of approximately $0.1 million to previously recognized restructuring charges, and for thenine months ended September 30, 2025, the Company incurred restructuring costs of approximately $2.2 million, that were included in operating expenses. Cash payments related to these expenses were paid out in 2025.

On October 21, 2025, the Company committed to a plan to reduce its workforce, which impacted approximately 47% of its workforce, in order to align resources with the Company’s strategic priorities, following the results of the Phase 3 INFRONT-3 clinical trial evaluating the safety and efficacy of latozinemab in individuals with frontotemporal dementia due to a progranulin gene mutation (FTD-GRN). Total incremental restructuring charges associated with the reduction in force were approximately $7.0 million, consisting primarily of severance and related termination benefits. Cash payments related to these expenses were paid out and the reduction in force was completed during the first half of 2026. There wasno expense recorded related to therestructuring costs for the three months ended September 30, 2026. For the nine months ended September 30, 2026, the Company recorded a reduction of less than $0.4 millionto previously recognized restructuring costs, primarily due to lower-than-expected related termination benefits and this was included in operating expenses.

11. Subsequent Events

Option Repricing

On October 13, 2026 (the Effective Date), the Company's Board of Directors approved an option repricing (the Option Repricing). The Option Repricing generally applied to stock options to purchase shares of the common stock of the Company that: (i) were granted to current employees under the Company’s 2019 Equity Incentive Plan, as amended (the 2019 Plan), or the Company’s 2017 Stock Option and Grant Plan (together with the 2019 Plan, the Plans) and applicable award agreements thereunder; (ii) as of the Effective Date, were held by continuing employees; and (iii) had an exercise price per share greater than $1.87 (the Eligible Options). The repriced options include Eligible Options held by current employees, including executive officers. The new exercise price for repriced options is $1.87 per share, the closing price of the Company’s common stock on the Effective Date. The Option Repricing includes a retention period provision (the Retention Period) which is the period that begins on the Effective Date of the repricing and ends on the earliest of the following: (i) one year following the Effective Date; (ii) a Change in Control (as defined in the applicable Plan); and (iii) the option holder’s death or Disability (as defined in the applicable Plan). The total number of shares underlying all repriced options was approximately 4.1 million shares. The repriced options previously had exercise prices ranging from $6.48 to $33.11 per share. The repricing resulted in approximately $2.7 million of incremental stock-based compensation expense, to be recognized over the Retention Period.

Registered Direct Offering

On October 15, 2026, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and BTIG, LLC (collectively, the Underwriters), relating to the issuance and sale (the 2026 Offering) of 36.6 million shares of the Company’s common stock at a price per share of $2.05 paid by the Underwriters. Aggregate gross proceeds from the 2026 Offering were approximately $75.0 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The 2026 Offering closed on October 19, 2026.

Item 2. Management’s Discussion and Analysis of