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Septerna, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

SEPN$50.74+3.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Financial Statements (unaudited)

Notes to UNAUDITED Condensed Financial Statements

Note 1. Organization and Basis of Presentation

Description of the Business

Septerna, Inc. (“Septerna” or the “Company”) is a clinical-stage biotechnology company with a world-class team of G protein-coupled receptor (“GPCR”) experts and drug developers advancing cutting-edge science to unlock the full potential of GPCR therapies for patients with significant unmet needs. The Company’s proprietary Native Complex Platform® is designed to enable new approaches to GPCR drug discovery and has led to the development of a diverse pipeline of novel oral small molecule drug candidates. The Company is advancing programs in endocrinology, immunology and inflammation, metabolic diseases and additional therapeutic areas, both independently and with partners.

The Company’s proprietary Native Complex Platform® replicates the natural structure, function, and dynamics of GPCRs outside of cells at an industrial scale. The Company’s foundational technologies enable it to isolate, purify, and reconstitute full-length, properly folded GPCR proteins within ternary complexes with ligands and transducer proteins in a lipid bilayer that mimics the cell membrane. The Company then applies state-of-the-art discovery tools and technologies to these defined and tunable protein complexes to structurally design, screen for, and optimize potential product candidates. Leveraging its platform, the Company has transformed GPCR oral small molecule drug discovery to an industrialized and iterative structure-based drug design approach to expand the landscape of druggable GPCR targets with novel oral small molecule medicines for patients. The Company’s Native Complex Platform® is designed to enable it to target certain GPCRs for the first time, uncover novel binding pockets for validated receptors, and pursue a wide spectrum of pharmacologies, including agonists, antagonists, and allosteric modulators, to affect GPCR signaling in different ways to achieve desired therapeutic effects.

The Company was incorporated in Delaware in December 2019, under the name GPCR NewCo, Inc. In June 2021, the Company changed its name to Septerna, Inc. The Company is headquartered in South San Francisco, California.

Basis of Presentation

The accompanying unaudited interim condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) stated in U.S. dollars and include all adjustments necessary for the fair presentation of the Company’s interim financial information.

The condensed balance sheet data at December 31, 2025 was derived from the audited financial statements included in Septerna’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on March 9, 2026 (the “2025 Form 10-K”). These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the 2025 Form 10-K.

Liquidity and Capital Resources

The accompanying unaudited condensed financial statements have been prepared assuming the Company will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business.

As of September 30, 2026, the Company had cash, cash equivalents and marketable securities of $565.2 million, which the Company believes will be sufficient to fund its planned operations for a period of, at least, twelve months following the date of filing of this report.

Significant Accounting Policies

During the nine months ended September 30, 2026, there were no changes to the Company’s significant accounting policies as described in Note 2 of the audited financial statements for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts during the application of the current expected credit loss model for current accounts receivable and current contract assets arising from transactions under ASC 606. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted the practical expedient on January 1, 2026, and determined there wasno impact ofadopting ASU 2025-05 as it does not develop forecasts as part of estimating expected credit losses.

Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB, under its Accounting Standards Codification (“ASC”) or other standard setting bodies, and adopted by the Company as of the specified date.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update that requires the Company to disclose more detailed information about the types of expenses (including employee compensation, depreciation, and amortization) included in each relevant income statement expense caption. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this update will have on its disclosures.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 improves clarity for interim financial reporting requirements under the existing guidance within ASC 270, Interim Reporting. ASU 2025-11 is effective for public entities for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.

Note 2. Balance Sheet Components

Restricted Cash

Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. In connection with the Company’s lease agreement, the Company is required to maintain a collateral account to secure a letter of credit issued to its landlord. The collateral account is classified as restricted cash on the Company’s condensed balance sheets.

Prepaid Expenses and Other Current Assets

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

As of September 30,As of December 31,
20262025
Prepaid expenses$6,531$4,622
Interest receivable2,9953,384
Prepaid bonus325361
Other current assets131,152
Prepaid expenses and other current assets$9,864$9,519

Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

As of September 30,As of December 31,
20262025
Lab equipment$7,084$6,339
Furniture, fixtures, and office equipment1,2221,222
Leasehold improvements717717
Computer equipment401401
Construction in progress—107
Total property and equipment9,4248,786
Less: Accumulated depreciation and amortization(5,594)(4,352)
Property and equipment, net$3,830$4,434

Depreciation and amortization expense was $0.4 million for both thethree months ended September 30, 2026 and 2025, and $1.2 million forboth the nine months ended September 30, 2026 and 2025.

Accrued Expenses and Other Current Liabilities

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

As of September 30,As of December 31,
20262025
Accrued research and development expense$9,199$5,179
Accrued employee compensation expense4,0795,606
Accrued income taxes payable4,377—
Accrued general and administrative expense812915
Employee stock purchase plan liability808319
Other current liabilities157148
Accrued expenses and other current liabilities$19,432$12,167

Note 3. Revenue

Novo Collaboration Agreement

On May 13, 2025, the Company and Novo entered into a global Collaboration and License Agreement (the “Novo Collaboration Agreement”). Under the Novo Collaboration Agreement, the Company is exclusively collaborating with Novo to leverage the Company’s proprietary Native Complex Platform® to discover, develop and commercialize multiple potential oral small molecule therapies for metabolic-related diseases based on certain specified molecular targets. The collaboration objective is to discover and develop several novel mono-, dual-, or triple-acting oral small molecule drug candidates directed across five GPCRs, including the GLP-1, GIP, and glucagon receptors (the “Collaboration Targets”). The collaboration included the Company's most advanced preclinical metabolic program focused on developing an oral small molecule agonist to the GIP receptor.

After the Novo Collaboration Agreement became effective on July 1, 2025, the Company and Novo commenced four simultaneous research and development programs (each an “R&D Program”) with each pursuing one or more Collaboration Targets from discovery through development candidate selection. Beginning with investigational new drug-enabling activities, Novo will then be responsible for all further global development and commercialization for each product candidate at its sole cost and expense. Subject to certain limitations, Novo has the right to modify the research plans and explore additional combinations of the existing Collaboration Targets for one or more of such R&D Programs provided that no more than four R&D Programs will be pursued simultaneously. Novo reimburses the Company for 100% of the fully burdened costs arising from all research and development activities undertaken by the Company under the Novo Collaboration Agreement. Novo is also responsible for all commercialization costs subject to the Company's profit and loss share option described below for up to one program under the collaboration.

Under the terms of the Novo Collaboration Agreement, the Company will provide Novo with exclusive licenses to enable Novo to develop and commercialize products directed at the Collaboration Targets. The Company retains all other rights to its Native Complex Platform® and all of its other research and development programs.

In July 2025, Novo paid the Company a one-time, non-refundable upfront payment of $195.0 million. For each R&D Program, the Company is also eligible to receive up to approximately $498.0 million in research, development, regulatory, and commercial milestone payments. In addition, the Company is entitled to escalating, tiered royalties ranging from mid-to-high single-digits based on global product sales on a country-by-country and product-by-product basis with respect to a R&D Program until the later of ten years after the date of first commercial sale of the first product in such R&D Program in such country, expiration of specified patent rights covering such product in such country or the expiration of specified regulatory exclusivity for the first product in such R&D Program in such country. Subject to certain terms, conditions and limitations, the Company holds an option to elect a profit and loss sharing arrangement (in lieu of milestones and royalties) for one product candidate under the Novo Collaboration Agreement, which must be exercised by the Company within a specified time period following completion of either IND-enabling studies or the first Phase 1 clinical trial for such product (the "Profit Share Option").

In July 2026, the Company completed its performance obligations for the first R&D Program and provided Novo with the first development candidate. Novo subsequently exercised its right to initiate another R&D Program, which constitutes one of the four R&D Programs permitted to be pursued simultaneously under the Novo Collaboration Agreement. Additionally, Novo exercised its R&D Program modification right to substitute two of the ongoing programs, which resulted in an increase to the scope of the contract and estimated reimbursable costs to complete these performance obligations. In connection with the substitution, certain Research and Development milestones under the Novo Collaboration Agreement became applicable to the new R&D Programs, resulting in an increase in the variable consideration under the agreement.

These scope changes and revised estimates were determined to be a contract modification. The modification resulted in an update to the measure of progress to existing performance obligations under the Novo Collaboration Agreement. Accordingly, the Company recognized a $13.2 million decrease to revenue on a cumulative catch-up basis during the three and nine months ended September 30, 2026.

In September 2026, the Company and Novo amended the Novo Collaboration Agreement to, among other things, revise certain provisions regarding the parties’ manufacturing and supply responsibilities under the collaboration.

The Company periodically assesses the probability of receiving payments from achieving the research and development, collaboration target, and regulatory milestones, and includes the milestone amounts in the transaction price when they are considered probable. During the three months ended September 30, 2026, the Company determined that five Research and Development milestones were achieved for consideration of $9.0 million. During the nine months ended September 30, 2026, the Company determined that four Collaboration Target milestones were achieved for consideration of $4.0 million andfive Research and Development milestones were achieved for consideration of $9.0 million. The consideration for the milestones by the Company was included in the transaction price and allocated to the performance obligations to which they relate. Revenue associated with these milestones is recognized over time using an input method, as discussed further below.

Royalties and commercial sale milestones are recognized when the subsequent sales occur based on the sales or usage-based royalty exception. The Company also periodically reassesses the probability of exercising the Profit Share Option.

During the three and nine months ended September 30, 2026, no royalty revenue or commercial milestones have been recognized, and the Profit Share Optionwas deemed improbable with no amount recognized for repayment of certain reimbursements to Novo as of September 30, 2026.

The Company recognizes revenue related to the combined license and research services performance obligations and the manufacturing performance obligation over time using the input method. Under the input method, the extent of progress towards completion is measured based on the ratio of actual cost incurred to date to the total estimated cost at completion of the performance obligations, which the Company believes best measures its progress towards satisfying the performance obligations.

The Company commenced the Novo Collaboration Agreement in July 2025 and $21.3 million of revenue was recognized related to the Novo Collaboration Agreement during thethree and nine months ended September 30, 2025.

The following table presents revenue recognized, transaction price including the portion associated with the Collaboration Target milestones that have been achieved, and unrecognized transaction price as of September 30, 2026 (in thousands):

Transaction Price
Combined license, research and manufacturing services$352,029
Collaboration Target and Research and Development milestones(1)13,000
Total transaction price(2)$365,029
Revenue recognized(3)(117,527)
Unrecognized transaction price as of September 30, 2026$247,502

(1)

The Company achieved four Collaboration Target andfive Research and Development milestones during thenine months ended September 30, 2026. Accordingly, the Company included these milestones within the transaction price. The milestones included within the transaction price are allocated to the applicable R&D Program performance obligations to which they relate and are recognized as revenue using the input method.

(2)

Comprised of the $195.0 million upfront payment, $157.0 million of variable consideration related to estimated services for theeight R&D Programs and manufacturing services, and $13.0 million of total variable consideration related to the milestones achieved by the Company was allocated to the transaction price as of September 30, 2026.

(3)

For thethree months ended September 30, 2026, the Company recognized revenue of $18.9 million, which was comprised of $11.0 million recognition of variable consideration related to research services for the R&D Programs and manufacturing services, $2.7 million recognition of deferred revenue for the upfront payment, and $5.2 million recognition of the milestones discussed above. For thenine months ended September 30, 2026, the Company recognized revenue of $72.2 million, which was comprised of $32.6 million recognition of variable consideration related to research services for the R&D Programs and manufacturing services, $33.0 million recognition of deferred revenue for the upfront payment, and $6.6 million recognition of thefour Collaboration Target milestones andfive Research and Development Milestones discussed above. The Company recognized $26.8 million of the upfront payment and $18.6 million variable consideration related to research services for the R&D Programs and manufacturing services during the year ended December 31, 2025.

Amounts due to the Company for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the Novo Collaboration Agreement are recorded as accounts receivable in the Company’s condensed balance sheets. Contract liabilities consist of amounts received prior to satisfying the revenue recognition criteria, which are recorded as deferred revenue in the Company’s condensed balance sheets.

The following table summarizes the changes in deferred revenue (in thousands):

Balance at January 1, 2026$168,186
Additions related to Collaboration Target and Research and Development milestones achieved during the nine months ended September 30, 202613,000
Cumulative catch-up adjustment13,236
Recognized in revenue during the nine months ended September 30, 2026(52,888)
Balance at September 30, 2026(1)$141,534

(1)

Comprised of $76.0 million of deferred revenue, current and $65.6 million of deferred revenue, non-current, which is expected to be recognized over approximately 3.8 years.

As of September 30, 2026 and December 31, 2025, the Company’s accounts receivable was entirely attributed to Novo, andno allowance for credit loss was recorded related to accounts receivable.

Vertex Asset Purchase Agreement

In September 2023, the Company entered into an asset purchase agreement with Vertex, under which Vertex acquired an in-process research and development ("IPR&D") asset related to a GPCR program, including all intellectual property, materials, and compounds associated with the program (the “Vertex Asset Purchase Agreement”). The Vertex Asset Purchase Agreement also provided for a potential milestone payment payable to the Company contingent upon the achievement of a milestone event.

In July 2025, this milestone event was determined to have been achieved and, as a result, the Company received a payment of $12.5 million in August 2025, which was recorded as a gain on sale of non-financial asset within total operating expenses in the Company’s condensed statements of operations and comprehensive (loss) income for thethree and nine months ended September 30, 2025. The Company will not receive any other payments related to this IPR&D asset.

Note 4. Marketable Securities and Fair Value Measurements

The Company records marketable securities and cash equivalents at their estimated fair values, which are based on market prices from a variety of industry standard data providers and generally represent quoted prices for similar assets in active markets or have been derived from observable market data.

Fair value is determined based on a three-tier hierarchy under the authoritative guidance for fair value measurements and disclosures that prioritizes the inputs used in measuring fair value as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurements and unobservable (i.e., supported by little or no market activity).

Money market funds are highly liquid investments and are classified as Level 1. The pricing information for these assets is readily available and can be independently validated as of the measurement date. Marketable securities, including U.S. Treasury securities, U.S. government agency securities, commercial paper, and corporate debt securities, are classified as Level 2. These securities are valued using fair value from third-party pricing services, which may use observable inputs based on real-time trade data for similar assets, broker/dealer quotes, bids and/or offers and other observable inputs.

The carrying amounts of the Company’s prepaid and other current assets, accounts payable, and accrued and other current liabilities approximate fair value due to their short maturities.

The fair value measurements of the Company’s cash equivalents and marketable securities are identified at the following levels within the fair value hierarchy (in thousands):

Fair Value Measurement
TotalLevel 1Level 2Level 3
Cash equivalents:
Money market funds$72,424$72,424$—$—
Commercial paper85,083—85,083—
Marketable securities, current:
U.S. treasury securities181,368—181,368—
Corporate securities66,717—66,717—
Commercial paper56,083—56,083—
U.S. government agency securities7,309—7,309—
Marketable securities, non-current:
U.S. treasury securities58,506—58,506—
Corporate securities15,834—15,834—
U.S. government agency securities12,247—12,247—
Total measured at fair value$555,571$72,424$483,147$—
Fair Value Measurement
TotalLevel 1Level 2Level 3
Cash equivalents:
Money market funds$63,736$63,736$—$—
Commercial paper50,163—50,163—
Corporate securities2,190—2,190—
Marketable securities, current:
U.S. treasury securities141,984—141,984—
Commercial paper67,784—67,784—
Corporate securities32,573—32,573—
U.S. government agency securities28,026—28,026—
Marketable securities, non-current:
U.S. treasury securities117,632—117,632—
Corporate securities35,713—35,713—
U.S. government agency securities4,224—4,224—
Total measured at fair value$544,025$63,736$480,289$—

Marketable Securities

As of September 30, 2026 and December 31, 2025, the Company’s marketable securities consist of debt securities, including U.S. Treasury and agency securities, corporate securities and commercial paper. These marketable securities are carried at fair value and are included in the tables above. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. At each reporting date, the Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. The Company evaluates, among others, whether the Company has the intention to sell any of these marketable securities and whether it is not more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met at September 30, 2026 or December 31, 2025. The credit ratings of the securities held remain of the highest quality. Moreover, the Company continues to receive payments of interest and principal as they become due, and the Company's expectation is that those payments will continue to be received timely. Based on this evaluation, as of September 30, 2026 and December 31, 2025, the Company determined that unrealized losses of its marketable securities were primarily attributable to changes in interest rates and non-credit related factors. As such, no allowances for credit losses were recorded at September 30, 2026 or December 31, 2025.

Interest receivable as of September 30, 2026 and December 31, 2025 was $3.0 million and $3.4 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the Company’s condensed balance sheets.

As of September 30, 2026 and December 31, 2025, all marketable securities in an unrealized loss position had been in an unrealized loss position for less than 12 months. As of September 30, 2026, the Company held 228 marketable securities in an unrealized loss position. As of December 31, 2025, the Company held 44 marketable securities in an unrealized loss position.

As of September 30, 2026, the following table summarizes the amortized cost and the unrealized gains (losses) of the marketable securities presented within marketable securities and cash equivalents (in thousands):

RemainingContractualMaturity (in years)AmortizedCostUnrealizedGainsUnrealizedLossesAggregateEstimated FairValue
U.S. treasury securitiesLess than 1$182,066$—$(698)$181,368
Commercial paperLess than 1141,259—(93)141,166
Corporate securitiesLess than 166,9382(223)66,717
U.S. government agency securitiesLess than 17,350—(41)7,309
Total maturity less than 1 year397,6132(1,055)396,560
U.S. treasury securities1 to 259,280—(774)58,506
Corporate securities1 to 215,939—(105)15,834
U.S. government agency securities1 to 212,360—(113)12,247
Total$485,192$2$(2,047)$483,147

As of December 31, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the marketable securities presented within marketable securities and cash equivalents (in thousands):

RemainingContractualMaturity (in years)AmortizedCostUnrealizedGainsUnrealizedLossesAggregateEstimated FairValue
Commercial paperLess than 1$117,939$17$(9)$117,947
U.S. treasury securitiesLess than 1141,688296—141,984
Corporate securitiesLess than 134,75514(6)34,763
U.S. government agency securitiesLess than 127,99234—28,026
Total maturity less than 1 year322,374361(15)322,720
U.S. treasury securities1 to 2117,376257(1)117,632
Corporate securities1 to 235,69924(10)35,713
U.S. government agency securities1 to 24,2232(1)4,224
Total$479,672$644$(27)$480,289

As of September 30, 2026, the following table summarizes marketable securities in an unrealized loss position (in thousands):

Remaining Contractual Maturity (in years)Fair ValueGrossUnrealized Loss
U.S. treasury securitiesLess than 1$175,368$(698)
Commercial paperLess than 1139,381(93)
Corporate securitiesLess than 162,846(223)
U.S. government agency securitiesLess than 17,309(41)
Total maturity less than 1 year384,904(1,055)
U.S. treasury securities1 to 258,506(774)
Corporate securities1 to 213,418(105)
U.S. government agency securities1 to 212,247(113)
Total$469,075$(2,047)

Note 5. Commitments and Contingencies

Legal Proceedings

In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation, as the Company operates in an industry susceptible to patent or other legal claims. The Company is not currently a party to any legal proceeding that, if determined adversely to the Company, in management’s opinion, is expected to individually or in the aggregate have a material adverse effect on its business, financial condition or liquidity and results of operations.

Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. As permitted under Delaware law and in accordance with its bylaws, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its officers and directors.

The maximum potential amount of future payments that the Company could be required to make under these provisions is not determinable; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. In addition, the Company is not currently aware of any indemnification claims that could have a material effect on its unaudited condensed financial statements. Accordingly, the Company didnot record any liabilities associated with these indemnification rights and agreements as of September 30, 2026 and December 31, 2025.

Note 6. Common Stock

As of September 30, 2026 and December 31, 2025, the Company was authorized to issue 500.0 million shares of common stock, par value $0.001 per share.

The Company reserved the following shares of common stock, on an as-converted basis, for future issuance:

As of September 30,As of December 31,
20262025
Options issued and outstanding6,211,6534,378,484
Shares reserved for future grants under 2024 Stock Option and Incentive Plan and 2026 Inducement Plan4,616,1834,257,640
Shares reserved for issuance under 2024 Employee Stock Purchase Plan496,468251,211
Total shares reserved for future issuance11,324,3048,887,335

At-the-Market Equity Program

In March 2026, the Company entered into an ATM Equity Offering SM Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., acting as the Company’s sales agent and/or principal (the “Sales Agent”), with respect to an “at-the-market offering” program under which the Company may, from time to time, at its sole discretion, issue and sell shares of its common stock having an aggregate offering price of up to $150.0 million through the Sales Agent (the “ATM Program”). Pursuant to the Sales Agreement, any shares will be sold pursuant to the automatic shelf registration statement on Form S-3ASR (File No. 333-294185) filed with the SEC on March 10, 2026, which became automatically effective upon filing, including the base prospectus and the sales agreement prospectus contained therein.

During the three months ended September 30, 2026, a total of 1,551,618 shares of common stock were sold under the ATM Program at a weighted average price of $39.43 per share, generating net proceeds of $61.0 million. During thenine months ended September 30, 2026, a total of 1,931,790 shares of common stock were sold under the ATM Program at a weighted average price of $38.82 per share, generating net proceeds of $74.8 million. Sales commissions and issuance costs incurred under the ATM Program for the three and nine months ended September 30, 2026 were immaterial.

Note 7. Stock-Based Compensation

Stock Plans

In October 2024, the Company’s board of directors adopted, and its stockholders approved, the 2024 Stock Option and Incentive Plan (the “2024 Plan”), which became effective immediately prior to the effective date of the Company's initial public offering (“IPO”) and superseded the Company’s 2021 Stock Option and Grant Plan, as amended (the “2021 Plan”) (together, the “Stock Plans”).

On January 1, 2026, the number of shares of common stock available under the 2024 Plan increased by 2.2 million shares pursuant to an evergreen provision of the 2024 Plan. As of September 30, 2026, there were 4.5 million shares available for issuance under the 2024 Plan.

Inducement Plan

In February 2026, the Company’s board of directors adopted the 2026 Inducement Plan (the “Inducement Plan”). The Inducement Plan initially reserved 0.5 million shares of common stockto be issued exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Company, as an inducement material to such individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market. The Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4).

As of September 30, 2026, there were 0.1 million shares available for issuance under the Inducement Plan.

2024 ESPP

In October 2024, the Company’s board of directors adopted the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which became effective immediately prior to the effective date of the Company's IPO.

On January 1, 2026, the number of shares of common stock available under the 2024 ESPP increased by 0.4 million shares pursuant to an evergreen provision of the 2024 ESPP. As of September 30, 2026, there were 0.5 million shares avail able for issuance under the 2024 ESPP.

During the nine months ended September 30, 2026, the Company issued 124,145 shares at a weighted average share price of $7.72 per share under the 2024 ESPP.

Restricted Stock Awards

The following summarizes restricted stock award activity:

Number of Shares OutstandingWeighted-Average Grant Date Fair Value Per Share
Balance at December 31, 2025, subject to repurchase131,224$1.81
Restricted stock awards vested(130,534)1.80
Balance at September 30, 2026, subject to repurchase6901.72

The aggregate grant date fair value of shares vested during the three months ended September 30, 2026 was immaterial. The aggregate grant date fair value of shares vested during the nine months ended September 30, 2026 was $0.2 million.

Stock Options

The following summarizes stock option activity under the Stock Plans and the Inducement Plan:

Stock Options Outstanding
Total Stock Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Contractual LifeAggregate Intrinsic Value
(in years) · (in thousands)
Outstanding as of December 31, 20254,378,484$7.978.79$87,194
Granted2,745,41027.79
Exercised(548,601)7.58
Cancelled(363,640)15.79
Outstanding as of September 30, 20266,211,65316.308.66141,799
Exercisable as of September 30, 20261,853,345$8.908.02$56,026

The aggregate fair value of stock options that vested during the three and nine months ended September 30, 2026 was $4.1 millionand $13.7 million, respectively. The stock options granted during the three months ended September 30, 2026 had a weighted-average grant-date fair value per share of $29.14 and a total grant-date fair value of $12.1 million. The stock options granted during thenine months ended September 30, 2026 had a weighted-average grant-date fair value per share of $21.84 and a total grant-date fair value of $60.0 million. The total intrinsic value of stock options exercised during thethree and nine months ended September 30, 2026 was $5.9 millionand $14.5 million, respectively.

Stock Option Valuation

The weighted-average assumptions used to value employee and non-employee stock option awards granted under the Stock Plans and the Inducement Plan using the Black Scholes option pricing model, were as follows:

Nine Months Ended September 30,
20262025
Fair value of common stock$21.84$8.83
Risk-free interest rate4.01%4.00%
Expected volatility95.6%91.7%
Expected term (years)6.035.96
Expected dividend yield—%—%

Stock-based Compensation Expense

Stock-based compensation expense for restricted stock awards, stock options and the 2024 ESPP recognized in the Company’s condensed statements of operations and comprehensive (loss) income is presented as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Research and development expense$2,568$1,489$7,332$3,134
General and administrative expense3,3541,0439,6792,686
Total stock-based compensation expense$5,922$2,532$17,011$5,820

As of September 30, 2026, total unrecognized stock-based compensation expense related to unvested restricted stock awards and unvested stock options was $64.1 million, which is expected to be recognized over a weighted-average period of 2.7 years. As of September 30, 2026, total unrecognized stock-based compensation expense related to the 2024 ESPP was $0.4 million, which is expected to be recognized over a weighted average period of 0.8 years.

Note 8. Related Parties

Board Member Consulting Agreement

In December 2024, the Company entered into a consulting agreement with a member of the Company's Board of Directors, which includes cash compensation to be paid directly to the Board member. For both the three months ended September 30, 2026 and 2025, the fees attributed to consulting services provided by the Board Member were nominal. For both the nine months ended September 30, 2026 and 2025, the fees attributed to consulting services provided by the Board Member were $0.1 million.

As of September 30, 2026, no fees related to the Board Member’s consulting services were recorded in accrued expenses and other current liabilities or accounts payable. As of December 31, 2025, there was a nominal expense recorded in accrued expenses and other current liabilities and a nominal outstanding accounts payable to the Board Member.

Note 9. Net (Loss) Income Per Share

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

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Numerator, basic and diluted:
Net (loss) income$(26,590)$8,173$(48,261)$(38,141)
Denominator, basic:
Weighted average shares outstanding, basic46,914,94644,343,08545,579,17444,150,041
Denominator, diluted:
Weighted-average shares outstanding, basic46,914,94644,343,08545,579,17444,150,041
Effect of dilutive securities—1,259,014——
Weighted-average shares outstanding, diluted46,914,94645,602,09945,579,17444,150,041
Net (loss) income per share, basic$(0.57)$0.18$(1.06)$(0.86)
Net (loss) income per share, diluted$(0.57)$0.18$(1.06)$(0.86)

The Company had 6,321,162 shares of potentially dilutive securities, comprised of 6,211,653 outstanding stock options,690 unvested restricted stock awards subject to repurchase, and 108,819 shares issuable under the 2024 ESPP, not included in the calculation of diluted net loss per share for thethree and nine months ended September 30, 2026 because to do so would be anti-dilutive.

The Company had 4,645,443 shares of potentially dilutive securities, comprised of 4,317,824 outstanding stock options,228,020 unvested restricted stock awards subject to repurchase, and 99,599 shares issuable under the 2024 ESPP not included in the calculation of diluted net loss per share for the nine months ended September 30, 2025 because to do so would be anti-dilutive.

Note 10. Segment Information

The Company operates inone segment, which is GPCR oral small molecule drug discovery. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The measure of segment profit or loss is net (loss) income, which is also reported on the condensed statements of operations and comprehensive (loss) income as net (loss) income.

The measure of segment assets is reported on the condensed balance sheet as total assets. The CODM uses segment net (loss) income to monitor spending, assess performance for the Company and management, evaluate the progress of completing corporate goals, decide how to allocate resources among the Company’s clinical and pre-clinical portfolios, and make strategic decisions about business development opportunities.

The CODM is regularly provided with the following significant segment expenses:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenue$18,881$21,495$72,150$21,833
Employee-related expenses, excluding stock-based compensation11,1728,93931,56923,339
Stock-based compensation5,9222,53217,0115,820
External research and development expenses20,32512,16055,22534,286
External general and administrative expenses1,6312,0166,1627,160
Other segment expenses*7,0605,73419,54816,002
Gain on sale of non-financial asset—(12,500)—(12,500)
Total operating expenses46,11018,881129,51574,107
(Loss) income from operations(27,229)2,614(57,365)(52,274)
Other income, net5,2605,55915,03514,133
(Loss) income before provision for income taxes(21,969)8,173(42,330)(38,141)
Provision for income taxes(4,621)—(5,931)—
Net (loss) income$(26,590)$8,173$(48,261)$(38,141)

(*) Other segment expenses include facility related and office costs, information technology costs, general laboratory costs, depreciation and amortization of property and equipment, net, and other operating expenses.

As of September 30, 2026 and December 31, 2025, all of the Company’s property and equipment was maintained in the U.S. For the three and nine months ended September 30, 2026 and 2025, the Company’s revenue was generated from providing research services and was earned in the U.S.

Note 11. Income Taxes

The Company recorded $4.6 million and $5.9 million of provision for income taxes for thethree and nine months ended September 30, 2026, respectively. The Company didnot record any benefit or provision for income taxes for thethree and nine months ended September 30, 2025. The Company's effective tax rate differs from the U.S. federal statutory rate primarily due to taxable income associated with its collaboration agreement, and the utilization of net operating loss carryforwards and research and development tax credits.

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