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Maze Therapeutics, Inc.

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

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About this filing

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

MAZE$34.91+2.1%Stored close · as of Nov 9, 2026

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Notes to Condensed Financial Statements

(Unaudited)

Organization and principal activities

Description of business

Maze Therapeutics, Inc., or the Company, is a clinical-stage biopharmaceutical company harnessing the power of human genetics to develop novel, small molecule precision medicines for patients living with kidney and metabolic diseases. The Company was incorporated in Delaware in August 2017 and is located in South San Francisco, California.

2026 Sale Agreement

In February 2026, the Company filed a shelf registration statement on Form S-3ASR and a related prospectus, or the February 2026 Shelf Registration, as a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. The February 2026 Shelf Registration became automatically effective upon filing, and permits the Company to offer, from time to time, common stock, preferred stock, debt securities and warrants. In connection with the February 2026 Shelf Registration, the Company also entered into an Open Market Sale Agreement with Jefferies LLC, serving as sales agent, with respect to an at-the-market offering program pursuant to which the Company may elect to issue and sell shares of its common stock having an aggregate offering price of up to $200.0 million, or the 2026 Sale Agreement, in such quantities and on such minimum price terms as the Company sets from time to time through its sales agent. The Company has agreed to pay its sales agent an aggregate commission equal to up to 3.0% of the gross proceeds of the sales under the agreement. During thethree months ended September 30, 2026, the Company sold 548,723 shares of its common stock at a weighted average price of $27.42 per share for net proceeds of $14.4 million pursuant to the 2026 Sale Agreement, after deducting sales commission and offering costs. As of September 30, 2026, the Company had approximately $185.0 million remaining capacity under the 2026 Sale Agreement.

Hercules Loan and Security Agreement

In February 2026, the Company entered into a loan and security agreement, or the Hercules Loan Agreement, with certain lenders and Hercules Capital, Inc., in its capacity as administrative agent and collateral agent for itself and the lenders, which provides for a senior secured term loan facility in an aggregate principal amount of up to $200.0 million, or the Hercules Term Loan Facility. An initial term loan of $40.0 million was funded under the Hercules Loan Agreement and the Hercules Term Loan Facility includes up to six additional term loan tranches providing up to an aggregate $160.0 million in additional loan commitments through February 2031, so long as the Company satisfies certain conditions precedent. The final tranche of $50.0 million is subject to approval by the lenders’ investment committee. The Hercules Loan Agreement has a maturity date of February 1, 2031, and may be prepaid at any time, subject to prepayment premiums. See Note 10, Loan and security agreements, for further discussion of the Hercules Loan Agreement.

Liquidity and capital resources

The Company has incurred significant losses and negative cash flows from operations and expects to incur significant and increasing losses as a result of its continued research and development activities. As of September 30, 2026, the Company had an accumulated deficit of$606.5 million. Historically, the Company has financed its operations primarily through issuances of its equity, issuances of convertible promissory notes, debt financings and license agreements. The Company may seek to raise capital through additional term loan tranches pursuant to the Hercules Term Loan Facility, equity financings, including pursuant to the 2026 Sale Agreement, license agreements, or other sources of financing. There can be no assurance that such financings will be available or will be at terms acceptable to the Company.

As of September 30, 2026, the Company had cash, cash equivalents and marketable securities of$477.0 million. The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund the Company’s operations for at least one year from the issuance date of these unaudited condensed financial statements.

Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and the instructions to Form 10-Q and Article 10 of the Securities and Exchange Commission, or SEC, Regulation S-X for interim financial information.

These unaudited condensed financial statements and notes should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 25, 2026, or the 2025 10-K. The condensed balance sheet as of December 31, 2025 was derived from the audited annual financial statements as of and for the period then ended. Certain information and footnote disclosures included in the Company’s annual financial statements have been condensed or omitted. The accompanying unaudited condensed financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. All such adjustments are of a normal recurring nature except for the impacts of adopting new accounting standards, if any, discussed below. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

There were no changes to the Company’s significant accounting policies during the nine months ended September 30, 2026, as described in the Company’s audited financial statements as of and for the year ended December 31, 2025 included in the 2025 10-K.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. Assets and liabilities reported in the Company’s condensed balance sheet and revenue and expenses reported in the Company's condensed statement of operations and comprehensive loss are affected by estimates and assumptions, which are used for, but are not limited to, measuring and recognizing revenue, including any related constraints, and determining the fair value of assets and liabilities, including income tax uncertainties, the measurement of stock-based compensation expense, and certain accruals. Actual results could differ from such estimates or assumptions.

Segment reporting

The Company operates and manages its business asone reportable and operating segment, which is the business of harnessing its understanding of human genetics and variant functionalization to develop small molecule precision medicines. The Company’schief executive officer, who is the chief operating decision maker, or CODM, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance.

The CODM, in alignment with the Company’s overall corporate strategy and goals, analyzes a variety of data to guide segment resource allocation, including program and portfolio scientific data, probability of regulatory and commercial success, and the competitive environment. The CODM also reviews certain financial results included in the segment loss from operations which is reported on the condensed statements of operations and comprehensive loss as total loss from operations. The measure of segment assets is reported on the condensed balance sheets as total assets.

As of September 30, 2026 and December 31, 2025, all of the Company’s property and equipment was maintained in the United States. The Company generatedno license revenue during thethree months ended September 30, 2026 and license revenue of $20.0 million during thenine months ended September 30, 2026. No revenue was generated during thethree and nine months ended September 30, 2025. Segment information for prior periods has been recast to conform to the current year segment information that is provided to the CODM. The following table presents selected financial information with respect to the Company’s single operating segment for thethree and nine months ended September 30, 2026 and 2025 (amounts in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
License revenue$—$—$20,000$—
Direct external research and development expenses by program:
MZE8297,0564,27722,59614,100
MZE7825,5512,03014,02210,978
Discovery research and other programs3,4492,39110,0908,143
Internal research and development expenses:
Personnel-related18,44011,49747,30632,450
Facilities, lab supplies and other(1)5,7244,99515,29415,207
Total research and development expenses40,22025,190109,30880,878
General and administrative expenses11,2977,77536,79723,962
Segment operating expenses51,51732,965146,105104,840
Segment loss from operations(51,517)(32,965)(126,105)(104,840)
Segment other income, net(2)3,5482,8789,2018,288
Segment loss$(47,969)$(30,087)$(116,904)$(96,552)

(1) Facilities, lab supplies and other expenses include facility related and office costs, information technology costs, general laboratory supplies costs, depreciation of property and equipment, and other related expenses.

(2) Segment other income, net, includes interest income earned on the Company's cash, cash equivalents and marketable securities and interest expense recognized on the Hercules Loan Agreement.

Fair value measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date, and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices 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 assets or liabilities; and

Level 3—Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

For certain financial instruments, including cash and accounts payable, as well as certain accrued liabilities, the recorded amount approximates estimated fair value due to their relatively short maturity period.

Cash, cash equivalents and restricted cash

The Company considers all highly liquid financial instruments with original maturities of 90 days or less at the date of purchase to be cash equivalents. As of September 30, 2026 and December 31, 2025, cash equivalents consisted of money market funds.

Restricted cash is comprised of cash that is restricted as to withdrawal or use under the terms of certain contractual agreements. Restricted cash as of September 30, 2026 and December 31, 2025 included $1.1 million as collateral for a letter of credit related to the Company’s headquarters building lease in South San Francisco, California. Restricted cash is classified as a noncurrent asset on the balance sheet. As of September 30, 2026 and December 31, 2025, restricted cash consisted of money market funds.

Deferred offering costs

The Company defers offering costs consisting of legal, accounting and other fees and costs directly associated with in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are classified in stockholders’ equity as a reduction of the additional paid-in capital recorded as a result of the financing. If the in-process financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the condensed statements of operations and comprehensive loss.

Debt issuance costs and debt discount

Debt issuance costs include legal fees, accounting fees and other direct costs incurred in connection with the execution of the Company's debt financings. Debt discount represents costs paid to the lenders. Debt issuance costs and debt discount are deducted from the carrying amount of the debt liability and are amortized to interest expense over the term of the related debt using the effective interest method.

Revenue recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers, or ASC 606. To determine the appropriate amount and timing of revenue to be recognized under this guidance, the Company performs the following steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price, including variable consideration, if any; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation.

The Company has entered into arrangements involving the license of intellectual property. Analyzing the license arrangements to identify performance obligations requires the use of judgment. In arrangements that include the license of intellectual property and other promised services, the Company first identifies if the licenses are distinct from the other promises in the arrangement. For the license of intellectual property that is distinct, the Company recognizes revenue from consideration allocated to the license when the license is transferred and the customer is able to benefit from the license. If the license is not distinct, the license is combined with other services into a single performance obligation and the Company recognizes revenue when (or as) the performance obligation is satisfied. Factors that are considered in evaluating whether a license is distinct from other promised services include, for example, whether the counterparty can benefit from the license without the promised service on its own or with other readily available resources and whether the promised service is expected to significantly modify or customize the intellectual property. Promised goods and services that are not material in the context of the contract are not considered performance obligations.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Non-refundable upfront payments are considered fixed consideration and included in the transaction price. At the inception of an arrangement and at each reporting period thereafter, the Company assesses whether it should include development, regulatory, commercial milestones or other forms of variable consideration in the transaction price using the most likely amount method. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. The Company includes the amount of estimated variable consideration, including milestones, in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of the milestones and any related constraint, and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which will affect revenue in the period of adjustment. In addition, the Company is eligible to receive certain royalties on net sales of licensed products if successfully commercialized by our licensees. The royalties are dependent on future sales, which are at the full discretion of the licensee. We will recognize sales-based milestone payments in the period in which we achieve the milestone under the sales-based royalty exception allowed under accounting rules. Accordingly, we will apply a constraint to these amounts until the future sales have occurred.

For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and if the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied.

Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve months, this will be classified in current assets.

Net loss per share

Net loss per share attributable to common stockholders is calculated using the two-class method required for companies with participating securities. The Company considered its convertible preferred stock to be participating securities as the holders were entitled to receive noncumulative dividends in the event that a dividend is paid on common stock.

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period less common shares subject to vesting or forfeiture, without consideration for potentially dilutive securities. In September 2025, the Company entered into a securities purchase agreement, or the Private Placement, pursuant to which the Company issued pre-funded warrants to purchase up to an aggregate of 5,231,090 shares of its common stock at a purchase price of $16.249 per pre-funded warrant, or the 2025 Pre-Funded Warrants. In April 2026, the Company completed an underwritten registered offering, or the Underwritten Registered Offering, pursuant to which the Company issued pre-funded warrants to purchase up to an aggregate of 850,000 shares of its common stock ata purchase price of$23.499 per pre-funded warrant, or the 2026 Pre-Funded Warrants. The 2025 Pre-Funded Warrants and 2026 Pre-Funded Warrants are exercisable immediately at an exercise price of $0.001 per share and do not expire. The pre-funded warrants are considered outstanding upon issuance for the purposes of computing basic net loss per share because the shares are fully vested and exercisable for little consideration after their original issuance date. See Note 6, Capital structure, for further discussion of the Private Placement and Underwritten Registered Offering.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and the number of common shares that would be issued assuming exercise and conversion of all potentially dilutive instruments. In calculating diluted net loss per share, the Company applies the treasury stock method to equity awards, if dilutive. Distributed and undistributed earnings are allocated to participating securities based on their participation rights and are subtracted from net income in determining net income attributable to common stockholders for basic and diluted net income per share, only in periods of net income.

Because the Company reported a net loss for the three and nine months ended September 30, 2026 and 2025, and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for the periods presented.

Recently adopted accounting pronouncements

In July 2025, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 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. The Company adopted ASU 2025-05 effective January 1, 2026. The Company determined there is no impact to its financial statements from adopting ASU 2025-05 as it does not develop forecasts as part of estimating expected credit losses.

New accounting pronouncements—Not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which will require additional expense disclosures for all public entities. The amendments require that at each interim and annual reporting period, an entity will disclose certain disaggregated expenses included in each relevant expense caption, as well as the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for annual reporting periods beginning with the fiscal year ending December 31, 2027, and interim periods thereafter, with early adoption permitted. The Company expects the adoption of this standard to result in increased disclosures in its financial statements.

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 reporting 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.

Fair value measurements

The following tables summarize the types of assets measured at fair value on a recurring basis by level within the fair value hierarchy.

Fair value measurements
(in thousands)
TotalLevel 1Level 2Level 3
Assets
Cash equivalents
Money market funds$53,400$53,400$—$—
Marketable securities
U.S. treasury securities283,213—283,213—
Commercial paper19,391—19,391—
Corporate debt securities20,222—20,222—
Restricted cash1,0881,088——
Total assets measured at fair value$377,314$54,488$322,826$—
Assets
Cash equivalents
Money market funds$54,154$54,154$—$—
Marketable securities
U.S. treasury securities139,453—139,453—
U.S. government agency securities23,476—23,476—
Commercial paper5,876—5,876—
Corporate debt securities1,979—1,979—
Restricted cash1,0881,088——
Total assets measured at fair value$226,026$55,242$170,784$—

There were no transfers between Level 1, 2, or 3 during the three and nine months ended September 30, 2026 and 2025.

Marketable securities

All marketable securities were considered available-for-sale as of September 30, 2026 and December 31, 2025. On a recurring basis, the Company records its marketable securities at fair value using Level 1 or Level 2 inputs as discussed in Note 3, Fair value measurements. The amortized cost, unrealized holding gains, unrealized holding losses and fair value of the Company’s marketable securities by major security type as of September 30, 2026 and December 31, 2025 are summarized in the table below:

(in thousands)
Amortized CostUnrealized GainsUnrealized LossesAggregateEstimated FairValue
Marketable securities, current
U.S. treasury securities$199,568$—$(580)$198,988
Commercial paper19,457—(66)19,391
Corporate debt securities17,168—(45)17,123
Total short-term marketable securities236,193—(691)235,502
Marketable securities, non-current
U.S. treasury securities84,6591(435)84,225
Corporate debt securities3,115—(16)3,099
Total long-term marketable securities87,7741(451)87,324
Total$323,967$1$(1,142)$322,826
(in thousands)
AmortizedCostUnrealizedGainsUnrealizedLossesAggregateEstimated FairValue
Marketable securities, current
U.S. treasury securities$121,246$93$—$121,339
U.S. government agency securities23,4679—23,476
Commercial paper5,8742—5,876
Corporate debt securities1,979——1,979
Total short-term marketable securities152,566104—152,670
Marketable securities, non-current
U.S. treasury securities18,1086—18,114
Total long-term marketable securities18,1086—18,114
Total$170,674$110$—$170,784

Interest receivable as of September 30, 2026 and December 31, 2025 was $3.2 million and $1.5 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, 2026,77 of the Company's marketable securities were in an unrealized loss position, andno marketable securities had been in continuous unrealized loss positions for 12 months or longer. The Company has not recognized an allowance for credit losses as of September 30, 2026 or December 31, 2025. The Company determined that it has the ability and intent to hold all marketable securities that have been in a continuous unrealized loss position until their maturity or recovery of their amortized cost. Further, a majority of the Company's investments were held in U.S. treasury securities, and the remainder were held with investment grade, high credit quality institutions. 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, the Company determined that unrealized losses of its marketable securities were primarily attributable to changes in interest rates and non-credit related factors. As of September 30, 2026, all of the Company’s marketable securities have a remaining contractual maturity of less thantwo years.

Balance sheet components

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

As of September 30,As of December 31,
20262025
(in thousands)
Accrued compensation expenses$9,744$10,853
Accrued research and development expenses7,2514,305
Accrued professional expenses1,394660
Other410149
Total accrued expenses and other current liabilities$18,799$15,967

Capital structure

2026 Sale Agreement

In February 2026, the Company entered into the 2026 Sale Agreement. See Note 1, Organization and principal activities, for further discussion of the 2026 Sale Agreement.

Private placement

In September 2025, the Company completed the Private Placement, pursuant to which the Company issued and sold an aggregate of 4,000,002 shares of its common stock at a purchase price of $16.25 per share and the 2025 Pre-Funded Warrants to purchase up to an aggregate of 5,231,090 shares of its common stock at a purchase price of $16.249 per pre-funded warrant, resulting in net proceeds of approximately $141.3 million, after deducting placement fees and other offering expenses paid by the Company of approximately $8.7 million. The 2025 Pre-Funded Warrants are exercisable immediately at an exercise price of $0.001 per share each and do not expire. The 2025 Pre-Funded Warrants provide that each holder of the 2025 Pre-Funded Warrants does not have the right to exercise any portion of its 2025 Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, at the holder’s election, of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise. A holder of the 2025 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company. For thethree and nine months ended September 30, 2026, no 2025 Pre-Funded Warrants were exercised, and as of September 30, 2026, 2025 Pre-Funded Warrants to purchase 4,331,090 shares of the Company's common stock remained outstanding.

Underwritten Registered Offering

In April 2026, the Company completed the Underwritten Registered Offering, pursuant to which the Company issued and sold an aggregate of 5,540,000 shares of its common stock at a purchase price of $23.50 per share and the 2026 Pre-Funded Warrants to purchase up to an aggregate of 850,000 shares of its common stock at a purchase price of $23.499 per pre-funded warrant, resulting in net proceeds of approximately $144.6 million, after deducting underwriting discounts and commissions and offering expenses paid by the Company of approximately $5.6 million. The 2026 Pre-Funded Warrants are exercisable immediately at an exercise price of $0.001 per share each and do not expire. The 2026 Pre-Funded Warrants provide that each holder of the 2026 Pre-Funded Warrants does not have the right to exercise any portion of its 2026 Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of the 2026 Pre-Funded Warrants may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company. For thethree and nine months ended September 30, 2026, no 2026 Pre-Funded Warrants were exercised, and as of September 30, 2026, 2026 Pre-Funded Warrants to purchase 850,000 shares of the Company's common stock remained outstanding.

Upon the issuance of the 2025 Pre-Funded Warrants and the 2026 Pre-Funded Warrants, the Company evaluated the warrant terms to determine the appropriate accounting and classification pursuant to Accounting Standards Codification 480, Distinguishing Liabilities from Equity, and Accounting Standards Codification 815, Derivatives and Hedging. Warrants are classified as liabilities when the warrant terms allow settlement of the warrant exercise in cash and classified as equity when the warrant terms only allow settlement in shares of common stock. The terms of the 2025 Pre-Funded Warrants and the 2026 Pre-Funded Warrants include certain provisions related to fundamental transactions and a cashless exercise provision in the event registered shares are not available, and do not include any mandatory redemption provisions. Based on its evaluation, the Company concluded the 2025 Pre-Funded Warrants and the 2026 Pre-Funded Warrants should be classified as equity with no subsequent remeasurement as long as such warrants continue to be classified as equity.

Equity incentive plans and stock-based compensation expense

2025 Equity Incentive Plan

The Company’s board of directors, or Board of Directors, and stockholders approved the 2025 Equity Incentive Plan, or 2025 Plan, which became effective on January 29, 2025. The 2025 Plan replaced the 2019 Equity Incentive Plan, or 2019 Plan, and upon its effectiveness, the Company ceased granting awards under the 2019 Plan. The 2025 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The Company initially reserved 5,300,000 shares of its common stock under the 2025 Plan plus those shares of common stock previously reserved but unissued under the 2019 Plan. Any outstanding awards granted under the 2019 Plan will remain subject to the terms of the 2019 Plan and applicable award agreements. The number of shares reserved for issuance under the 2025 Plan will increase automatically on January 1st each year from 2026 through 2035 by the number of shares equal to the lesser of 5% of the sum of (a) the total number of outstanding shares of all classes of the Company’s common stock plus (b) the total number of shares of the Company’s common stock subject to pre-funded warrants (if any) and (c) the total number of shares of the Company’s common stock issuable upon conversion of preferred stock (if any), in each case as of the immediately preceding December 31st, or a number as may be determined by the Board of Directors or compensation committee thereof. Accordingly, the Company’scommon stock reserved for future issuance under the 2025 Plan was increased by 2,683,332 shares on January 1, 2026.

As of September 30, 2026, there was an aggregate of 6,091,978 options outstanding under the 2019 Plan and 2025 Plan and 717,543 restricted stock units, or RSUs, outstanding under the 2025 Plan.

2025 Employee Stock Purchase Plan

The Board of Directors and stockholders approved the 2025 Employee Stock Purchase Plan, or 2025 ESPP, which became effective on January 30, 2025. The number of shares initially available for issuance pursuant to the 2025 ESPP was 450,000 shares. The purchase price of common stock purchased under the 2025 ESPP is equal to 85% of the lesser of the fair market value of the Company’s common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period. The aggregate number of shares reserved for sale under the 2025 ESPP will increase automatically on January 1st each year from 2026 through 2035 by the number of shares equal to 1% of the sum of (a) the total number of outstanding shares of all classes of the Company’s common stock plus (b) the total number of shares of the Company’s common stock subject to pre-funded warrants (if any) and (c) the total number of shares of the Company’s common stock issuable upon conversion of preferred stock (if any), in each case outstanding as of the immediately preceding December 31st, provided that the Board of Directors or compensation committee may in its sole discretion reduce the amount of the increase in any particular calendar year. Accordingly, the number of shares reserved for future issuance under the 2025 ESPP was increased by 536,666 shares on January 1, 2026. No shares were issued during thethree months ended September 30, 2026 and 2025 under the 2025 ESPP and 83,257 shares and 53,716 shares were issued during thenine months ended September 30, 2026 and 2025, respectively, under the 2025 ESPP.

Stock-based compensation expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s condensed statements of operations and comprehensive loss during thethree and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands) · (in thousands)
Research and development$4,798$2,428$12,929$6,284
General and administrative3,7451,43611,9104,043
Total stock-based compensation expense$8,543$3,864$24,839$10,327

As of September 30, 2026, there was $52.0 million of total unrecognized compensation cost related to unvested options for which the cost is expected to be recognized over a weighted-average period of 2.55 years. As of September 30, 2026, there was $1.0 million of total unrecognized compensation cost related to the 2025 ESPP for which the cost is expected to be recognized over a weighted-average period of 0.97 years.

Total stock-based compensation expense recognized related to RSUs was $2.7 million and $7.9 million for thethree and nine months ended September 30, 2026, respectively, and $0.2 million for thethree and nine months ended September 30, 2025. The stock-based compensation expense related to RSUs is included in the stock-based compensation expense table above. As of September 30, 2026, there was $23.0 million of total unrecognized compensation cost related to outstanding RSUs that is expected to be recognized over a weighted average period of 2.46 years.

License agreements

Trace License Agreement

In March 2024, the Company entered into an exclusive license agreement with Trace Neuroscience, Inc., or Trace, pursuant to which the Company granted an exclusive worldwide license to a discovery research program targeting UNC13A for the treatment of amyotrophic lateral sclerosis, or the Trace License Agreement. As consideration for the licensed rights and the transfer of know-how and materials, the Company received an upfront payment of $15.0 million in April 2024. Thereafter, the Company is entitled to potential subsequent payments of up to an aggregate of $80.0 million based on development and regulatory milestones and up to an aggregate of $250.0 million based on sales milestones. The Company is also entitled to tiered royalties ranging from percentages in the low single-digits to sub-teens on net sales of any licensed product if successfully commercialized.

The Company assessed the Trace License Agreement in accordance with ASC 606 and concluded that it was a contract with a customer. The Company determined that there is one performance obligation relating to the license to the UNC13A discovery program, including the underlying know-how and certain related materials, and that the transaction price consisted of the $15.0 million non-refundable upfront cash payment. The potential future development and regulatory milestones represent variable consideration and were constrained, as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore not included in the transaction price as of September 30, 2026. Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license. The $15.0 million transaction price was recorded as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and related know-how was transferred to Trace.

Shionogi License Agreement

In March 2024, the Company entered into an exclusive license agreement with Shionogi & Company, Ltd., or Shionogi, pursuant to which the Company granted Shionogi an exclusive, worldwide, sublicensable license to research, develop, manufacture and commercialize MZE001 and certain other small molecule compounds modulating glycogen synthase 1, or the Shionogi License Agreement. As consideration for the licensed rights and the transfer of know-how and materials, the Company received an upfront payment of $150.0 millionin May 2024 upon the effectiveness of the Shionogi License Agreement. The Shionogi License Agreement also requires that Shionogi pay the Company up to $275.0 million in the aggregate in milestone payments upon the completion of certain clinical and regulatory milestones and up to $330.0 million in the aggregate in milestone payments if certain sales milestones are achieved. In March 2026, a $20.0 million clinical development milestone was achieved upon dosing of the first patient in Shionogi's Phase 2 study of MZE001 in patients with Pompe disease. The Company recognized $20.0 million as license revenue in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2026 in connection with the achievement of the clinical development milestone and payment for the development milestone was received in April 2026. The Shionogi License Agreement also requires that Shionogi pay the Company tiered royalties ranging from percentages in the low double-digits to twenty on net sales of licensed products, subject to certain deductions.

The Company assessed the Shionogi License Agreement in accordance with ASC 606 and concluded that it was a contract with a customer. The Company determined that there is one performance obligation relating to the license to the MZE001 program, including the underlying know-how and certain related materials, and that the transaction price at the inception of the Shionogi License Agreement consisted of the $150.0 million non-refundable upfront cash payment, whichwas recognized as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024 at the point in time when control of the license and related know-how and materials was transferred to Shionogi. The $20.0 million clinical development milestone was recognized as license revenue upon its achievement in March 2026. The remaining potential clinical and regulatory milestones represent variable consideration and were constrained as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore are not included in the transaction price as of September 30, 2026. Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license.

Neurocrine License Agreement

In May 2024, the Company entered into an exclusive license agreement with Neurocrine Biosciences, Inc., or Neurocrine, pursuant to which the Company granted Neurocrine an exclusive worldwide license to a discovery research program targeting ATXN2, or the Neurocrine License Agreement. As consideration for the licensed rights and the transfer of know-how and materials, the Company received an upfront payment of $2.5 million in June 2024. Thereafter, the Company is entitled to potential subsequent payments of up to an aggregate of $24.8 million based on research and development milestones and up to an aggregate of $175.0 million based on sales milestones. The Company is also entitled to tiered royalties ranging in the sub-single-digit to low single-digit percentages on net sales of any licensed product if successfully commercialized.

The Company assessed the Neurocrine License Agreement in accordance with ASC 606 and concluded that it was a contract with a customer. The Company determined that there is one performance obligation relating to the license to the ATXN2 discovery program, including the underlying know-how and certain related materials, and that the transaction price consisted of the $2.5 million upfront cash payment. The potential research and development milestones represent variable consideration and were constrained as it was concluded that it was not probable that a significant reversal in cumulative revenue recognized will not occur and therefore not included in the transaction price as of September 30, 2026. Potential sales milestones and royalties on net product sales will be recognized in the same period that the underlying net product sales occur as they were determined to relate to the license. The $2.5 million transaction price was recorded as license revenue in the statements of operations and comprehensive loss during the year ended December 31, 2024, at the point in time when control of the license and the related know-how and materials was transferred to Neurocrine.

In August 2026, the Company received notice from Neurocrine of its intent to terminate the Neurocrine License Agreement, effective November 2026, pursuant to the terms of the agreement. The Company does not expect the termination to have a material impact on its previously recognized license revenue.

Commitments and contingencies

Legal proceedings

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. 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 the estimated amount. No contingent liabilities have been recorded as of September 30, 2026 and December 31, 2025.

Indemnification

In accordance with the Company’s amended and restated certificate of incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving in such capacity. There have been no claims to date, and the Company has a directors and officers liability insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Consortium agreements

The Company has entered into a consortium agreement and certain related amended agreements with the University of Helsinki and other parties for access to a collaborative pre-competitive research project. The project aims to collect genomic information from patient samples in biobanks across Finland to which the Company is granted access. Under the agreement, the Company is obligated to pay certain installments through the year 2027. As of September 30, 2026, the Company is obligated to pay approximately $3.2 million under this agreement.

Loan and security agreements

Hercules Loan and Security Agreement

On February 4, 2026, or the Closing Date, the Company entered into the Hercules Loan Agreement. The Hercules Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $200.0 million, or the Hercules Term Loan Facility. An initial term loan of $40.0 million, or the Tranche 1A Loan, was funded under the Hercules Term Loan Facility on the Closing Date. In addition to the Tranche 1A Loan, the Hercules Term Loan Facility includes up tosix additional term loan tranches providing up to an aggregate $160.0 million in additional loan commitments (collectively with the Tranche 1A Loan, the Term Loans). The final tranche of $50.0 million will be available subject to future approval by the lenders’ investment committee. The tranches will be available up to 60 months after the Closing Date, so long as the Company satisfies certain conditions precedent, including compliance with financial covenants, the continued accuracy of the representations and warranties provided in the Hercules Loan Agreement and satisfaction of certain performance and financing milestones.

The Hercules Term Loan Facility has a maturity date of February 1, 2031, or the Maturity Date. Upon repayment of the Term Loans (whether at the Maturity Date or upon earlier prepayment), the Company is required to pay an exit fee, or the End of Term Charge, equal to (i)3.95% of the principal amount being repaid, if repaid on or within 24 months of the Closing Date, (ii)5.75% of the principal amount being repaid, if repaid more than 24 months after the Closing Date and on or within 48 months of the Closing Date, and (iii)6.45% of the principal amount being repaid, if repaid thereafter. In addition, the Hercules Loan Agreement required the Company to pay a facility charge of 1.00% of the funded Tranche 1A Loan, which was due at the Closing Date, and requires a facility charge of 1.00% for each subsequent term loan tranche at the time such tranche is funded. The Company also paid a draw down fee of 2.00% of the funded Tranche 1A Loan and is required to pay subsequent draw down fees equal to 2.00% of each subsequent term loan tranche at the time such tranche is funded.

The Hercules Term Loan Facility will accrue interest at an annual rate determined by reference to the Prime Rate as reported in the Wall Street Journal, with interest rate floors that range from 7.95% (with respect to the Tranche 1A Loan funded on the Closing Date, among other tranches) to 9.25% depending on the tranche. The Hercules Term Loan Facility provides for payment of interest only until (a) 48 months after the Closing Date or (b) if certain performance and financing milestones are satisfied, 60 months after the Closing Date. Accrued interest on the Term Loans is payable on the first business day of each month. Upon an Event of Default (as defined in the Hercules Loan Agreement), the interest rate will automatically increase by an additional 4.00% per annum.

The Term Loans may be prepaid at any time, subject to a prepayment premium equal to (i)3.00% of the aggregate outstanding principal amount being prepaid, if prepaid on or within 12 months of the Closing Date; (ii)2.00% of the aggregate outstanding principal amount being prepaid, if prepaid more than 12 months after the Closing Date and on or within 24 months of the Closing Date; (iii)1.00% of the aggregate outstanding principal amount being prepaid, if prepaid more than 24 months after the Closing Date and on or within 36 months of the Closing Date; and (iv)0.00% thereafter, and the End of Term Charge described above.

Pursuant to the Hercules Loan Agreement, all of the Company’s obligations under the Hercules Loan Agreement are secured by a first lien perfected security interest on substantially all of the Company’s existing and after-acquired assets, subject to customary exceptions.

The Hercules Loan Agreement contains certain representations and warranties, affirmative covenants, negative covenants, financial covenants, and conditions that are customarily required for similar financings. In addition, unless either (i) the Company’s market capitalization is greater than or equal to $450.0 million and an aggregate of no more than $85.0 million in principal amount is outstanding under the Term Loans or (ii) the Company’s market capitalization is greater than or equal to $750.0 million, the Company must at all other times maintain unrestricted cash and cash equivalents of at least 50% of the outstanding loan amount, decreasing to 40% and 35% upon satisfaction of certain performance and financing milestones.

The Hercules Loan Agreement also contains certain customary Events of Default which include, among others, non-payment of principal, interest, or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material contracts, certain material regulatory-related events and events constituting a change of control. The occurrence of an Event of Default could result in, among other things, the declaration that all outstanding principal and interest under the Hercules Term Loan Facility are immediately due and payable in whole or in part. As of September 30, 2026, the Company was in compliance with the covenants under the Hercules Loan Agreement.

The Company accounted for the End of Term Charge, facility charge, and other direct costs incurred in connection with the Tranche 1A Loan of the Hercules Loan Agreement as debt discount and issuance costs, and they are being amortized over the term of the loan using the effective interest method. The weighted-average effective interest rate on the Tranche 1A Loan is 9.77%.

The Company incurred interest expense on the Tranche 1A Loan, including the amortization of debt discount and issuance costs, of $1.0 million and $2.8 million during thethree and nine months ended September 30, 2026, respectively.

The Tranche 1A Loan consists of the following:

As of September 30,
(in thousands)
Term loan principal amount$40,000
End of term charge2,580
Unamortized discount and issuance costs(3,459)
Total term loan39,121
Less: current portion of term loan—
Total term loan, net of current portion$39,121

Future principal loan payments on the currently outstanding Tranche 1A Loan as of September 30, 2026 are as follows:

Year Ending December 31,Amount
(in thousands)
2026$—
2027—
2028—
2029—
203033,602
20316,398
Total future principal payments40,000
Add: end of term charge2,580
Less: unamortized discount and issuance costs(3,459)
Less: current portion of term loan—
Total term loan, net of current portion$39,121

Banc of California Loan and Security Agreement

In connection with the Company’s entry into the Hercules Loan Agreement, the loan and security agreement for a $50.0 million revolving line of credit with Banc of California dated June 27, 2022, as amended in March 2025, was terminated, effective as of February 2, 2026, and the lender’s security interest in the Company’s assets and property was released.

Related party transactions

The Company has paid fees to its founders and certain board members in exchange for consulting services. During the three and nine months ended September 30, 2026 and 2025, the Company recorded an immaterial amount of such fees in general and administrative expenses in the condensed statements of operations and comprehensive loss.

Net loss per share

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

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Numerator:
Net loss$(47,969)$(30,087)$(116,904)$(96,552)
Denominator:
Weighted-average shares of common stock outstanding55,694,13344,709,61553,122,85639,110,937
Add: weighted-average shares of common stock to be issued upon exercise of pre-funded warrants5,181,0901,080,3344,832,372364,069
Less: weighted-average shares of common stock subject to repurchase(10,372)(10,372)(10,372)(10,372)
Weighted-average shares of common stock outstanding used in the calculation of net loss per share, basic and diluted60,864,85145,779,57757,944,85639,464,634
Net loss per share, basic and diluted$(0.79)$(0.66)$(2.02)$(2.45)

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

Nine Months Ended September 30,
20262025
Shares subject to outstanding stock options6,091,9785,749,020
Shares subject to outstanding restricted stock units717,543594,825
Unvested restricted stock subject to repurchase10,37210,372
Total6,819,8936,354,217

Subsequent events

Subsequent to September 30, 2026, the Company sold 942,370 shares of its common stock at a weighted average price of $30.42 per share for net proceeds of $27.8 million pursuant to the 2026 Sale Agreement, after deducting sales commission and offering costs. The Company currently has approximately $156.3 million remaining capacity under the 2026 Sale Agreement.

On October 15, 2026, the Company entered into an exchange agreement with Frazier Life Sciences Public Fund, L.P. and certain of its affiliates, or the Exchanging Stockholder, pursuant to which the Company exchanged an aggregate of 2,776,007 shares of its common stock held by the Exchanging Stockholder for pre-funded warrants, or the Exchange Warrants, to purchase an equal number of shares of its common stock. No cash was exchanged related to the transaction. The transaction closed on October 16, 2026, and the 2,776,007 shares received by the Company were canceled and retired. The Exchange Warrants are exercisable immediately at an exercise price of $0.001 per share and do not expire. The Exchange Warrants provide that the Exchanging Stockholder does not have the right to exercise any portion of its Exchange Warrants if such holder would beneficially own in excess of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. The Exchanging Stockholder may increase or decrease this percentage, but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company.

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