Surrozen, Inc./DE

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Business

Organization

Surrozen, Inc., or the Company, is a biotechnology company committed to discovering and developing product candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair. The Company’s current strategic focus is ophthalmology, where Wnt signaling plays a central role in retinal vascular integrity, barrier function, and tissue maintenance. The Company, a Delaware corporation, is located in South San Francisco, California and it operates and manages its business in one operating segment. Surrozen Netherlands, B.V. was incorporated in Amsterdam, Netherlands as a wholly-owned subsidiary of the Company.

Liquidity

The Company has incurred operating losses since inception. During the three and nine months ended September 30, 2026, the Company had net loss of $129.7 million and $207.1 million, including noncash loss of $113.0 million and $171.4 million on changes in fair value of tranche liability and warrant liabilities during the period, respectively. During the three and nine months ended September 30, 2025, the Company had net loss of $71.6 million and $58.9 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company used $24.7 million and $24.4 million of cash in operations, respectively. As of September 30, 2026, the Company had cash and cash equivalents of $100.4 million and an accumulated deficit of approximately $734.3 million. The Company expects operating expenses to continue to be significant in connection with its ongoing preclinical studies and preparation for clinical studies, and anticipates the need to raise additional capital to continue to execute its long-range business plan.

Management believes that the existing cash and cash equivalents, including the gross proceeds of $95.1 million received in October 2026 from the closing of the second tranche of a private placement, or the 2025 PIPE, the net proceeds of $29.8 million received in October 2026 from the sale of common stock under the 2026 ATM and gross proceeds of $1.1 million from warrant exercises in October 2026, are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its unaudited condensed consolidated financial statements. Management anticipates a cash runway into 2029, including funding for completion of the DUET Phase 1b/2a study of SZN-8141 and initial Phase 1b clinical development of SZN-8143. However, if the Company’s cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. As permitted under those rules, certain notes or other financial information that are normally required by U.S. GAAP have been condensed or omitted and accordingly, the consolidated balance sheet as of December 31, 2025 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal, recurring nature that are necessary for a fair presentation. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or for any other interim period or future year.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 23, 2026.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include valuations of tranche liability and warrant liabilities. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash and cash equivalents. The Company’s cash is held by financial institutions that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the unaudited condensed consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company’s cash equivalents were held in custodial accounts maintained by third-party custodians. The Company’s policy is to invest cash in institutional money market funds with high credit quality to limit the amount of credit exposure. The Company has not experienced any losses on its cash equivalents.

Cash Equivalents and Restricted Cash

Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. Restricted cash consisted of a letter of credit for the Company’s facility lease and the collateral associated with the Company’s credit card program.

Tranche Liability

The Company executed the 2025 PIPE on March 24, 2025, which includes a right provided to the investors to purchase the Company’ssecurities in two tranches. Each tranche was determined to be a freestanding instrument and accounted for as tranche liability within the unaudited condensed consolidated balance sheets. The tranche liability was recorded at its fair value on issuance and is subsequently remeasured at each reporting period with changes in fair value recorded in the unaudited condensed consolidated statements of operations and comprehensive loss until settlement.

Warrant Liabilities

The Company’s warrants are classified as liabilities and measured at fair value. Transaction costs associated with the warrant liabilities are recognized as other expenses when incurred. At the end of each reporting period, any change in fair value during the period is recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the warrant liabilities pertaining to the outstanding warrants for changes in the fair value until the earlier of a) the exercise, cancellation or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606), or by analogy, when its counterparty obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable. The Company records accounts receivable for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for credit losses and, to date, no credit losses have been recorded.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Diluted net loss per share is calculated using the more dilutive of the two-class method or treasury method. The Company’s basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The outstanding pre-funded warrants and common stock warrants are considered participating securities for purposes of computing net income (loss) per share pursuant to the two-class method. The two-class method is not applicable during periods with a net loss as the holders of the participating securities have no contractual obligation to share in losses.

The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands):

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board, or FASB, issued Accounting Standards update 2024-03, Income Statement Reporting—Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard improves the disclosures about a public business entity’s expenses and requires more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in expense captions presented on the statement of operations and comprehensive (loss) income. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard is to be applied either prospectively or retrospectively. The Company is evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements and related disclosures.

Note 3. Fair Value Measurement

The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):

(1)

Included in cash and cash equivalents on the unaudited condensed consolidated balance sheets.

(2)

See Note 8.

(3)

See Note 10.

There wereno changes to the valuation methods utilized on existing financial instruments, and there wereno transfers of financial instruments between Level 1, Level 2, and Level 3 during the three and nine months ended September 30, 2026.

The 2021 Public Warrants (as defined in Note 10 below) were classified as Level 1 due to the use of an observable market quote in an active market. The 2021 PIPE Warrants (as defined in Note 10 below) were classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each 2021 PIPE Warrant was determined to be consistent with that of a 2021 Public Warrant because the 2021 PIPE Warrants were also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms. In August 2026, all 2021 Public Warrants and 2021 PIPE Warrants, related to the Company’s 2021 de-SPAC transaction, expired unexercised and were no longer outstanding as of September 30, 2026.

The 2025 Pre-Funded Warrants (as defined in Note 10 below) are classified as Level 2 due to the use of observable market data for similar instruments. The fair value of the pre-funded warrants is determined to be consistent with the fair value of the Company’s common stock due to the nominal exercise price.

The tranche liability (Note 8), 2024 PIPE Warrants and 2025 PIPE Warrants (as defined in Note 10 below) are classified as Level 3 because the fair value was measured based on significant inputs that are unobservable in the market. The fair value of the tranche liability was determined using both the forward contract model and the contingent option model. The fair value of 2024 PIPE Warrants and 2025 PIPE Warrants were determined using the Black-Scholes option-pricing model. These Level 3 liabilities were initially recorded at fair value and subsequently remeasured at each reporting period with the following assumptions: expected term, expected volatility, risk-free interest rate and dividend yield. The significant unobservable inputs used in the fair value measurement of the tranche liability also included the probabilities of achieving the milestones. The probabilities were determined based on the stage of development of the underlying program at the measurement date. The expected volatility was based on historical volatility of the Company’s stock price with a risk adjustment. The expected term was estimated based on expiration date or the timing of when the milestone is expected to be achieved. The risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the expected term. The dividend rate is based on the historical rate, which the Company anticipated remaining at zero.

The fair value of the Level 3 liabilities may change significantly as additional data is obtained. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The key inputs into the fair value measurement of the Level 3 liabilities were as follows:

Warrant Amendment and Cancellation

As defined in Note 10 below, the 2024 PIPE Warrants include Series A, Series B, Series C and Series D common stock warrants. Due to the discontinuation of clinical development of SZN-043 in the first quarter of 2025, the fair value of the Series C and Series D common stock warrant liabilities became zero as they would not be exercisable. Additionally, in connection with the 2025 PIPE completed in March 2025 as described in Note 8, both the exercise prices of the Company’s outstanding Series A and Series B common stock warrants were reduced to $11.54 per share, except that the exercise prices per warrant for such warrants held by members of management were reduced to $12.45 per share, and the Company’s outstanding Series C and Series D common stock warrants were cancelled. The 2024 PIPE Warrants were revalued using the Black-Scholes option pricing model immediately before and after the modification and cancellation using the following assumptions: (a) fair value of common stock of $12.00 per share, (b) expected volatility of 55%, (c) dividend yield ofzero, (d) risk-free interest rate of 4.01%, and (e) expected term of 4.0 years. The increase in the fair value of the 2024 PIPE Warrants resulted from the amendment and cancellation of warrants that was recorded as a loss of $2.1 million in the unaudited condensed consolidated statements of operations and comprehensive loss for thenine months ended September 30, 2025.

Activity of Level 3 liabilities is summarized in the following table (in thousands):

(1) Change in fair value of tranche liability is presented in gain (loss) on change in fair value of the tranche liability on the unaudited condensed consolidated statements of operations and comprehensive loss. Change in fair value of warrant liabilities is included in other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive loss.

Note 4. Balance Sheet Components

Accrued and Other Liabilities

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

Note 5. Collaboration and License Agreements

Collaboration and License Agreement with Boehringer Ingelheim International GmbH

In October 2022, the Company executed a Collaboration and License Agreement, or the CLA, with Boehringer Ingelheim International GmbH, or Boehringer Ingelheim, to research, develop and commercialize Frizzled 4, or Fzd4, bi-specific antibodies designed using the Company’s SWAP technology, including SZN-413. Boehringer Ingelheim and the Company conducted partnership research focused on SZN-413 during a 1.5-year period. The Company granted Boehringer Ingelheim an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by Boehringer Ingelheim. After an initial period of joint research, Boehringer Ingelheim is responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of Boehringer Ingelheim’s royalty obligations. Boehringer Ingelheim has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach.

Under the terms of the CLA, Boehringer Ingelheim agreed to pay a non-refundable upfront payment of $12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. In March 2026, Boehringer Ingelheim achieved a research milestone, reflecting a positive outcome of the IND-enabling GLP toxicology study, and the Company recognized $5.0 million as revenue for such research milestone.

In June 2026, Boehringer Ingelheim achieved a development milestone following the initiation of a Phase 1 study, and the Company received$10.0 million for such development milestone, with $5.0 million received in July 2026 and the remaining $5.0 million received in September 2026. However, Boehringer Ingelheim has advised the Company that it believes it has grounds to seek restitution of $5.0 million paid in September 2026 and reduce future milestone and royalty payments otherwise payable under the CLA as a contractual remedy. The Company believes Boehringer Ingelheim’s interpretation of the terms of the CLA is without merit. The Company re-evaluated the transaction price upon the achievement of the milestone and in consideration of uncertain events, and adjusted the variable consideration included in the transaction price accordingly. Therefore, in connection with the June 2026 development milestone, the Company recognized $5.0 million as revenue, reflecting a reduction of 50% in the milestone payment. The remaining variable consideration of $5.0 million received from Boehringer Ingelheim in September 2026 was fully constrained and included in accrued and other liabilities on the unaudited condensed consolidated balance sheets as it cannot be concluded that a significant revenue reversal is not probable.

During the three and nine months ended September 30, 2026, the Company recognized a total ofzero and $10.0 million, respectively, ascollaboration and license revenue under the CLA.

In October 2026, Boehringer Ingelheim filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce, or the ICC, asserting that the Company had materially breached the CLA and seeking a 50% reduction of its royalty and milestone payment obligations and repayment of $5.0 million of the June 2026 development milestone payment received in September 2026. The claims asserted are contractual in nature and do not relate to the safety or efficacy of SZN-413. In November 2026, the Company submitted its response to the ICC, denying the allegations in full. No additional liability has been recorded in connection with the arbitration.

The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company’s intellectual property granted to Boehringer Ingelheim represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be the non-refundable upfront payment at the inception. Variable consideration related to milestones that have not yet been achieved is fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company re-evaluates the transaction price in each reporting period, including upon the achievement of milestones and as uncertain events are resolved or other changes in circumstances occur, and adjusts the variable consideration included in the transaction price accordingly.

Note 6. License Agreements

Stanford License Agreement

In March 2016, the Company entered into a license agreement with Stanford University, or the Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford (i) nominal annual license maintenance fees which are creditable against earned royalties owed to Stanford for the same year, (ii) an aggregate of up to $0.9 million for the achievement of specified development and regulatory milestones, and (iii) an aggregate of up to $5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a sub-teen double digit percentage of certain consideration the Company receives as a result of granting sublicenses to the licensed patents. However, the Companyand Stanford may be able to negotiate a lower non-royalty sublicense percentage based on then-current value of the licensed patents for each sublicense product. If the Company is acquired, it agreed to pay a one-time change of control fee in the low six figures. Stanford retains the right under the Stanford Agreement, on behalf of itself, Stanford Hospital and Clinics, the University of Washington and all other non-profit research institutions, to practice the licensed patents and technology for any non-profit purpose. The licensed patents and technology are additionally subject to a non-exclusive, irrevocable, worldwide license held by the Howard Hughes Medical Institute to practice the licensed patents and technology for its research purposes, but with no right to assign or sublicense.

For the three and nine months ended September 30, 2026, the Company incurred $0.1 million and $0.2 million research and development expenses under the Stanford Agreement, respectively. For the three and nine months ended September 30, 2025, the Company incurred de minimis research and development expenses under the Stanford Agreement. No milestones had been achieved as of September 30, 2026.

Note 7. Commitments and Contingencies

From time to time, the Company enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties and the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. The Company accrues for these matters when it is probable that future expenditures will be made and these expenditures can be reasonably estimated. As of September 30, 2026, the Company hasnot accrued any contingent liabilities related to indemnification obligations or litigation, and management is not aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations.

Note 8. Stockholders’ Equity

At-the-Market Program

In March 2026, the Company terminated the 2025 ATM (defined below) and entered into a new sales agreement with TD Securities (USA) LLC, or TD Cowen, to issue and sell up to $50.0 million of shares of common stock, or the 2026 ATM. The compensation payable to TD Cowen is up to 3.0% of the gross sales price of any shares sold pursuant to the sales agreement. As of September 30, 2026, the Company hadnot sold any shares of common stock under the 2026 ATM.

In August 2025, the Company entered into a sales agreement with TD Cowen to issue and sell up to $50.0 million of shares of common stock, or the 2025 ATM. The compensation payable to TD Cowen was up to 3.0% of the gross sales price of any shares sold pursuant to the sales agreement. The 2025 ATM was terminated in March 2026. During the first quarter of 2026, the Company sold 1.4 million shares of common stock under the 2025 ATM for net proceeds of $26.9 million, after deducting sales agent commissions.

2025 Private Placement

In March 2025, the Company entered into a securities purchase agreement with certain institutional and accredited investors to issue and sell an aggregate of 15.1 million units in a two-tranche private placement, or the 2025 PIPE, at a purchase price of $11.60 per share unit and $11.5999 per pre-funded warrant unit, for gross proceeds of approximately $175.0 million to fund multiple ophthalmology programs through initial Phase 1 safety, tolerability and efficacy studies. Each unit consists of one share of common stock, or pre-funded warrant in lieu thereof, and an accompanying one half of a Series E common stock warrant. The purchase price per unit includes $0.0625 for the accompanying one half of a Series E common stock warrant. Each pre-funded warrant has an exercise price of $0.0001 pershare, isexercisable immediately and will not expire until exercised in full. Each Series E common stock warrant has an exercise price of $11.54 per share, is exercisable immediately and expires five years from the date of issuance.

At the closing of the first tranche in March 2025, (i)5.2 million shares of common stock, (ii) pre-funded warrants to purchase up to 1.4 million shares of common stock, and (iii) Series E common stock warrants to purchase up to 3.3 million shares of common stock were issued and sold for aggregate net proceeds of approximately $71.2 million, after deducting placement agent fees and other expenses. The Company incurred transaction costs of $5.1 million, consisting of placement agent fees and other expenses, $2.7 million of which was allocated to warrant liabilities and recognized as other expenses when incurred. The remaining $2.4 million was allocated to the issued shares of common stock and recognized as a reduction in equity.

In the second tranche of the 2025 PIPE, which was contingent upon the public announcement of the receipt of clearance from the U.S. Food and Drug Administration on or prior to October 31, 2026 of the Company’s Investigational New Drug Application for SZN-8141, the Company issued (i)5.7 million shares of common stock, (ii) pre-funded warrants to purchase up to 2.5 million shares of common stock, and (iii) Series E common stock warrants to purchase up to 4.1 million shares of common stock for aggregate gross proceeds of approximately $95.1 million. If the Company had terminated its SZN-8141 program prior to October 31, 2026, then it would have provided written notice to each purchaser, or the Termination Notice, and each purchaser would have had the right, but not the obligation to purchase the additional shares of common stock, pre-funded warrants, and Series E common stock warrants subscribed for by such purchaser in the second closing. In addition, at any time prior to October 31, 2026 or the date of the Termination Notice (if earlier), in lieu of the requirement to purchase units in the second closing, each purchaser had the right, but not the obligation to purchase all (but not a portion) of the units subscribed for by such purchaser in the second tranche, referred to as an optional closing. If a purchaser had failed to purchase in full its subscribed for units in the second tranche, then the Series E common stock warrants issued to such purchaser shall have automatically been cancelled and ceased to be exercisable. The second tranche of the 2025 PIPE was closed in October 2026. See Note 14 for further information.

The securities purchase agreement contained a right provided to the investors to purchase units in two tranches. Each tranche was determined to be a freestanding instrument and accounted for as tranche liability at the contract execution date. The total tranche liability in excess of committed proceeds from the 2025 PIPE resulted in a loss of $71.1 million upon execution. At the closing of the first tranche in March 2025, a portion of the tranche liability was remeasured and settled in relation to the issuance of common stock, pre-funded warrants and Series E common stock warrants. The difference in the fair value of the tranche liability immediately prior to the settlement and the fair value of the securities issued in excess of proceeds resulted in a gain of $1.1 million on settlement of tranche liability. At the end of each reporting period, any change in fair value of the tranche liability during the period is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. See Note 3 for discussion of tranche liability valuation.

The pre-funded warrants and Series E common stock warrants issued under the 2025 PIPE are classified as warrant liabilities. At the end of each reporting period, any change in fair value of warrant liabilities during the period is recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. See Note 3 for discussion of warrant liabilities valuation. See Note 10 for more information regarding the Series E common stock warrants.

Note 9. Related Party Transactions

Research Collaboration Agreement with TCGFB, Inc.

In October 2024, the Company entered into a strategic research collaboration with a privately-held company, TCGFB, Inc., or TCGFB, to discover antibody therapeutics targeting transforming growth factor beta, or TGF-β, for the potential treatment of patients with idiopathic pulmonary fibrosis, or TCGFB Collaboration. Under the terms of the agreement, the Company provided antibody discovery services, and TCGFB owned all TGF-β product related intellectual property. In exchange for the Company’s research services, TCGFB paid a fixed monthly service fee, plus any third-party costs, and issued the Company a warrant exercisable for up to 3.4 million shares of TCGFB common stock at an exercise price of $0.0001 per share. The warrant was recognized as warrant asset once the vesting restrictions were lifted. In October 2025, the Company received a notice from TCGFB to terminate the TCGFB Collaboration effective as of November 13, 2025. Neither TCGFB nor the Company incurred any termination penalties. Due to the dissolution of TCGFB, the Company wrote off the recognized warrant asset in December 2025.

TCGFB was founded and was controlled by entities affi liated with The Column Group. The agreement constituted a related party transaction because entities affiliated with The Column Group hold more than 5% of the Company’s common stock and Dr. Kutzkey, a member of the Company’s board of directors, serves as Managing Partner of The Column Group.

During the three and nine months ended September 30, 2025, the Company recognized $1.0 million and $2.9 million, respectively, as research service revenue – related party for the services rendered, consisting of the fixed cash consideration of $0.8 million and $2.3 million, respectively, and the variable noncash consideration of $0.2 million and $0.6 million, respectively. There wasno research service revenue recognized for thethree and nine months ended September 30, 2026.

Sublease

In April 2024, the Company entered into a related party transaction with Nura Bio, Inc., or Nura Bio, to sublease approximately 6,102 square feetof the Company’s office and laboratory space. The sublease term was initially on amonth-to-month basis and the monthly base rent is approximately $35,000, escalating at 3% per annum. In July 2025 and June 2026, the Company and Nura Bio executed sublease extension agreements, each of which extended the lease term by an additional 12 months, resulting in a lease term until May 2027. Nura Bio is also responsible for its share of real estate taxes, utilities and other operating expenses applicable to the subleased space. During the three and nine months ended September 30, 2026, the Company recognized sublease income of $0.2 million and $0.5 million, respectively, as reductions to operating expenses. During thethree and nine months ended September 30, 2025, the Company recognized sublease income of $0.2 million and $0.5 million, respectively, as reductions to operating expenses. Tim Kutzkey, Ph.D., a member of the Company’s board of directors, serves as the chairman of the board of directors of Nura Bio. Dr. Kutzkey also serves as Managing Partner of The Column Group, LLC, which is the general partner of certain limited partnerships which are significant stockholders of Nura Bio. The Column Group holds more than 5% of the Company’s common stock. Therefore, the agreement constitutes a related party transaction.

Note 10. Common Stock Warrants

The following table sets forth the common stock warrants outstanding (in thousands):

2025 Pre-Funded Warrants and 2025 PIPE Warrants

As described in Note 8, in March 2025, the Company entered into a securities purchase agreement with certain institutional and accredited investors to issue and sell an aggregate of 15.1 million units in the 2025 PIPE. The purchase price per unit includes $0.0625 for the accompanying one half of a Series E common stock warrant. Each pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and will not expire until exercised in full. Each Series E common stock warrant has an exercise price of $11.54 per share, is exercisable immediately and expires five years from the date of issuance.

During the three and nine months ended September 30, 2026, none of the 2025 Pre-Funded Warrants were exercised, and 68,000 and 0.2 million shares, respectively, of the 2025 PIPE Warrants were exercised for gross proceeds of $0.8 million and $2.1 million, respectively. During the three and nine months ended September 30, 2025, none and 68,000 shares of the 2025 Pre-Funded Warrants were exercised, and none of the 2025 PIPE Warrants were exercised. The 2025 Pre-Funded Warrants and 2025 PIPE Warrants may be exercised for cash or on a cashless, net-exercise basis.

2024 Pre-Funded Warrants and 2024 PIPE Warrants

In April 2024, the Company entered into a securities purchase agreement with investors and certain members of management whereby the Company issued and sold in a private placement, or the 2024 PIPE: (i) common stock, (ii) pre-funded warrants to purchase common stock, or the 2024 Pre-Funded Warrants, and (iii) warrants to purchase common stock, or the 2024 PIPE Warrants. The purchase price per share of common stock and per pre-funded warrant includes $1.25 for the following accompanying common stock warrants issued to the investors:

•

Series A common stock warrants to purchase up to 1.1 million shares of common stock with an exercise price of $15.50 per share exercisable immediately upon issuance forfive years. The exercise price per share of these warrants was reduced to $11.54 per share in March 2025, except that the exercise price per share of common stock to purchase 2,948 shares for such warrants held by members of management was reduced to $12.45 per share. See Note 3.

•

Series B common stock warrants to purchase up to 1.2 million shares of common stock with an exercise price of $14.25 per share exercisable immediately forfive years. The exercise price per share of these warrants was reduced to $11.54 per share in March 2025, except that the exercise price per share of common stock to purchase 3,206 shares for such warrants held by members of management was reduced to $12.45 per share. See Note 3.

•

Series C common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $16.00 per share. These warrants were cancelled in March 2025. See Note 3.

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Series D common stock warrants to purchase up to 4.4 million shares of common stock with an exercise price of $16.00 per share. These warrants were cancelled in March 2025. See Note 3.

If there is an effective registration statement and the prospectus is available for the resale of common stock issued upon exercise of 2024 PIPE Warrants, such warrants may only be exercised for cash. During the three and nine months ended September 30, 2026, none of the 2024 Pre-Funded Warrants were exercised, and 0.2 million shares and 0.6 million shares, respectively, ofthe 2024 PIPE Warrants were exercised for gross proceeds of $2.4 million and $6.6 million, respectively. During the three and nine months ended September 30, 2025, none of the 2024 Pre-Funded Warrants or 2024 PIPE Warrants were exercised.

2021 Public Warrants

Every 15 outstanding public warrants, or 2021 Public Warrants, entitles the holders thereof to receive one share of common stock that may be purchased at a price of $172.50 per share. All 2021 Public Warrants expired unexercised in August 2026.

2021 PIPE Warrants

The Company’s warrants that were issued in connection with a private placement occurring in 2021, or the 2021 PIPE Warrants, are the same in all respects as the 2021 Public Warrants. All 2021 PIPE Warrants expired unexercised in August 2026.

Participating Securities

The holders of the 2025 Pre-Funded Warrants, 2025 PIPE Warrants and 2024 PIPE Warrants are entitled to receive dividends if the Company declares or makes a dividend to holders of shares of common stock while such warrants are outstanding. However, they do not have a contractual obligation to share in losses. These warrants are considered participating securities and included in computing basic and diluted net loss per share under the two-class method.

Classification

In no event will the Company be required to net cash settle outstanding warrants. The holders of all of the Company’s warrants do not have the rights or privileges of common stockholders and any voting rights until they exercise warrants and receive common stock. All of the Company’s outstanding warrants are classified as liabilities due to certain settlement provisions that apply upon occurrence of specified fundamental transactions, and recorded at fair value with subsequent change in their respective fair value recognized in other income (expense), net within the unaudited condensed consolidated statements of operations and comprehensive loss. Please see Note 3 for discussion of warrant valuations.

Note 11. Stock-Based Compensation Plans

The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. As of September 30, 2026, there were 0.2 million shares of common stock available for issuance under the 2021 Plan. The Company also maintains the 2021 Employee Stock Purchase Plan, or the ESPP, which allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. As of September 30, 2026, there were approximately 0.1 million shares of common stock available for issuance under the ESPP. In August 2025, the Company adopted the 2025 Equity Inducement Plan, or the Inducement Plan, to grant share-based awards, including nonqualified stock options and restricted stock units, to newly hired employees as an inducement to such individuals’ entry into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of September 30, 2026, there were approximately 0.1 million shares of common stock available for issuance under the Inducement Plan.

Stock Options

A summary of stock option activity is set forth below (shares in thousands):

The aggregate intrinsic value of options outstanding and exercisable are the difference between the exercise price of the options and the fair value of the Company’s common stock at September 30, 2026.

During the nine months ended September 30, 2026 and 2025, the Company granted options with a weighted-average grant-date fair value of $19.41 per share and$9.01 per share, respectively.

The intrinsic value of options exercised during the nine months ended September 30, 2026 and 2025 was $0.2 million and de minimis.

The fair value of options is estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Restricted Stock Units

The following table summarizes the Company’s activity of restricted stock units, or RSUs (shares in thousands):

The fair value of RSUs vested during the nine months ended September 30, 2026 and 2025 was $1.9 million and $0.3 million, respectively.

Stock-Based Compensation

Total stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations and comprehensive loss was as follows (in thousands):

As of September 30, 2026, there was approximately$32.3 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 3.1 years.

Note 12. Income Taxes

For the three and nine months ended September 30, 2026 and 2025, the Company didnot recognize any income tax expense or benefit as it continues to generate net operating losses and maintains a full valuation allowance against its deferred tax assets. Accordingly, no current or deferred income tax expense was recorded in the periods presented.

Note 13. Segment Reporting

The Company hasone reportable segment relating to the research and development of product candidates to selectively modulate the Wnt pathway for tissue repair and regeneration. The segment derives its revenue from licensing and research collaborations.

The Company’s Chief Executive Officer and the Chief Operating Officer are together considered the Company’s Chief Operating Decision Maker, or CODM, on a consolidated basis. The CODM uses consolidated operating expenses by function to evaluate financial performance, monitor budget versus actual results, and manage the Company’s operations for the purposes of allocating resources and establishing business strategies. The measure of segment assets is not reported as it is not regularly provided or reviewed by the Company’s CODM.

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

(1) Other information not reported to CODM includes loss on execution of the 2025 PIPE, loss on amendment and cancellation of warrants, interest income, gain (loss) on change in fair value of tranche liability, each of which is presented as a separate line item, and gain (loss) on change in fair value of warrant liabilities, which are reported as other income (expense), net on the unaudited condensed consolidated statements of operations and comprehensive loss.

(2)Other segment items primarily consist of lab expenses and information technology costs.

For the three and nine months ended September 30, 2026, collaboration and license revenue ofzero and $10.0 million, respectively, is attributed to Boehringer Ingelheim, which is domiciled in Germany. For thethree and nine months ended September 30, 2025, research service revenue – related party of $1.0 million and $2.9 million was generated in the United States. As of September 30, 2026 and December 31, 2025, all long-lived assets of the Company reside in the United States.

Note 14. Subsequent Events

In October 2026, the Company closed the second tranche of the 2025 PIPE after the public announcement of the receipt of clearance from the U.S. Food and Drug Administration of the Company’s Investigational New Drug Application for SZN-8141. As a result,(i)5.7 million shares of common stock, (ii) pre-funded warrants to purchase up to 2.5 million shares of common stock, and (iii) Series E common stock warrants to purchase up to 4.1 million shares of common stock were issued and sold for aggregate gross proceeds of approximately $95.1 million, before deducting placement agent fees and other expenses.

In October 2026, the Company sold a total of 1.2 million shares of common stock under the 2026 ATM for net proceeds of $29.8 million, after deducting sales agent commissions.

In October 2026, a portion of the Company’s common stock warrants were exercised for an aggregate of 0.1 million shares of common stock, resulting in gross proceeds of $1.1 million.