Contineum Therapeutics, Inc.
For the period ended Mar 31, 2025. Filed May 14, 2025.
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Mar 31, 2025 · Filed May 14, 2025
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Notes to Unaudited Condensed Financial Statements
1. Organization and Basis of Presentation
Organization and Nature of Operations
Contineum Therapeutics, Inc. (the “Company”), is a clinical-stage biopharmaceutical company pioneering differentiated therapies for the treatment of NI&I indications with significant unmet need. The Company was incorporated in the state of Delaware in2009, and in* November 2023*changed its name from Pipeline Therapeutics, Inc. to Contineum Therapeutics, Inc.
Reverse Stock Split
On* April 1, 2024,the Company filed an amendment to itsfourth* amended and restated certificate of incorporation as amended and effected a1-for-5.5972 reverse stock split of its capital stock. All share and per-share amounts presented in the financial statements and related notes have been retroactively adjusted to reflect the reverse stock split as of the beginning of thefirst period presented.
Initial Public Offering
On* April 9, 2024,the Company closed its initial public offering (the “IPO”), pursuant to which it issued and sold an aggregate of 6,875,000 shares of its common stock at a public offering price of $16.00 per share and on April 19, 2024,*the Company issued and sold 548,682 additional shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares, resulting in net proceeds of approximately $107.9 million, after deducting underwriting discounts, commissions and other offering expenses. Upon the closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into Class A common stock or Class B common stock, as applicable. Converted redeemable convertible preferred stock outstanding as of the date of the IPO consisted of 15,906,236 shares that were outstanding immediately prior to the closing of the IPO. Following the closing of the IPO,no shares of redeemable convertible preferred stock were authorized or outstanding.
In connection with the closing of the IPO, on* April 9, 2024,the Company’s certificate of incorporation was amended and restated to (i) authorize 220,000,000 shares of common stock of which 200,000,000 are designated as Class A common stock and 20,000,000 of which are designated as Class B common stock; (ii) eliminate all references to the previously existing series of preferred stock; and (iii) authorize 10,000,000 shares of undesignated preferred stock that maybe issued from time to time by the Company’s board of directors inone* or more series.
Liquidity and Capital Resources
Since its inception, the Company has devoted substantially all its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital to support and expand such activities and providing general and administrative support for these operations. The Company incurred a net loss of $16.0 million for thethree months ended* March 31, 2025*. The Company had an accumulated deficit of $133.4 million as of* March 31, 2025*. From its inception through* March 31, 2025*, the Company has financed its operations primarily through issuance of convertible promissory notes, convertible preferred stock financings, a term loan, a global license and development agreement (the “J&J License Agreement”) the Company entered in* February 2023with Janssen Pharmaceutica NV, a Johnson & Johnson company, and net proceeds of approximately $107.9 million received in April 2024*from the IPO.
As of* March 31, 2025*, the Company had cash, cash equivalents and marketable securities of $190.7 million. Management believes the Company's existing cash, cash equivalents and marketable securities will be sufficient to support its operations for at least12 months from the issuance date of these unaudited condensed financial statements.
As the Company continues to pursue its business plan, it expects to finance its operations through both public and private sales of equity, debt financings or other commercial arrangements, which could include income from collaborations, strategic partnerships or marketing, distribution, licensing or other strategic arrangements withthird parties. However, there can beno assurance that any additional financing or strategic transactions will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company doesnot obtain additional funding, it* mayneed to delay, reduce or eliminate its product development or future commercialization efforts, which could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows. Further, if the Company raises funds through licensing or other similar arrangements withthird* parties, it* maybe required to relinquish valuable rights to its technology, future revenue streams, research programs or drug candidates or maybe required to grant licenses on terms that may**not* be favorable to it and/or* may*reduce the value of its common stock.
Unaudited Interim Condensed Financial Statements
The condensed balance sheet as of* March 31, 2025*, condensed statements of operations and comprehensive loss, condensed statements of convertible preferred stock and stockholders’ equity (deficit), and condensed statements of cash flows for thethree months ended* March 31, 2025* and2024, and related notes to condensed financial statements are unaudited. These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the periods presented. The condensed results of operations for thethree months ended* March 31, 2025* arenot necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. The condensed balance sheet as of* December 31, 2024* included herein was derived from the audited financial statements as of that date. These interim unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended* December 31, 2024included in the Company’s Annual Report on Form10*-K, filed with the Securities and Exchange Commission (“SEC”) on* March 6, 2025.*
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2. Summary of Significant Accounting Policies
During thethree months ended* March 31, 2025*, there wereno significant changes to the Company's significant accounting policies as described in the Company's Annual Report on Form10-K for the year ended* December 31, 2024,filed with the SEC on March 6, 2025.*
Basis of Presentation
The Company has prepared the accompanying condensed financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the requirements of the SEC for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The financial statements are presented in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Accounting estimates and management judgments reflected in the financial statements include: the accrual of research and development expenses; the incremental borrowing rate used to recognize the right-of-use assets and lease liabilities, the fair value of common stock and convertible preferred stock; and stock-based compensation. Although these estimates are based on the Company’s knowledge of current events and actions it* mayundertake in the future, actual results may*materially differ from these estimates and assumptions.
Recently Adopted Accounting Pronouncements
In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures*(“ASU2023-07”). This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker. ASU2023-07 is effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024,with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company adopted ASU2023*-07 for the fiscal year ended* December 31, 2024and interim financial statements thereafter, on a retrospective basis for all prior periods presented in the financial statements. The adoption of ASU2023*-07 didnot change the way that the Company identifies its reportable segments and, as a result, didnot have a material impact on the Company’s financial position or results of operations. See Note10 - Segment Reporting for further information.
Recently Issued Accounting Pronouncements Not Yet Adopted
In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*(“ASU2023-09”). This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU2023-09 is effective for public entities with annual periods beginning after* December 15, 2024,*with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic220*-40): Disaggregation of Income Statement Expenses* (“ASU2024-03”). This standard requires a public entity to disaggregate certain income statement expenses. ASU2024-03 is effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods within annual reporting periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
3. Marketable Securities
The Company invests its excess cash in marketable securities, including debt securities, commercial paper, asset-backed securities, yankee debt, certificate of deposit, and U.S. Government agency securities.
The following table summarizes the amortized cost and fair value of the Company’s marketable securities by major investment category (in thousands):
| Unrealized | |||||
|---|---|---|---|---|---|
| Maturity in Years | Amortized Cost | Gains | Losses | Fair Value | |
| U.S. Government agency securities | 3 years or less | $56,647 | $88 | $(35) | $56,700 |
| Certificate of deposit | Less than 1 | 6,661 | 5 | — | 6,666 |
| Corporate debt securities | 2 years or less | 71,776 | 78 | (14) | 71,840 |
| Commercial paper | Less than 1 | 14,664 | 5 | (1) | 14,668 |
| Yankee debt | Less than 1 | 2,923 | 1 | — | 2,924 |
| Asset-backed securities | 4 years or less | 15,396 | 46 | — | 15,442 |
| Total | $168,067 | $223 | $(50) | $168,240 | |
| Unrealized | |||||
|---|---|---|---|---|---|
| Maturity in Years | Amortized Cost | Gains | Losses | Fair Value | |
| U.S. Government agency securities | 3 years or less | $57,232 | $57 | $(134) | $57,155 |
| Certificate of deposit | Less than 1 | 8,519 | 6 | (1) | 8,524 |
| Corporate debt securities | 2 years or less | 80,751 | 110 | (39) | 80,822 |
| Commercial paper | Less than 1 | 22,265 | 11 | (1) | 22,275 |
| Yankee debt | Less than 1 | 2,145 | 1 | — | 2,146 |
| Asset-backed securities | 2 years or less | 11,834 | 61 | — | 11,895 |
| Total | $182,746 | $246 | $(175) | $182,817 | |
The Company regularly reviews the securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current and expected future economic conditions. The Company hasno requirement or intention to sell these securities before maturity or recovery of their amortized cost basis. As of* March 31, 2025* and* December 31, 2024,the Company didnot* record an allowance for credit loss related to its investment portfolio. As of* March 31, 2025*,60 out of 243 of our available-for-sale debt securities were in an aggregate gross unrealized loss position. As of* December 31, 2024,86 out of 252 of our available-for-sale debt securities were in an aggregate gross unrealized loss position. As of March 31, 2025* and* December 31, 2024,all of our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses hasnot* been recorded had continuous unrealized loss positions of less than12 months.
The following tables summarize our available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses hasnot been recorded, aggregated by major security type (in thousands):
| Fair Value | Unrealized Losses | |
|---|---|---|
| U.S. Government agency securities | $13,803 | $(35) |
| Corporate debt securities | 22,271 | (14) |
| Commercial paper | 8,414 | (1) |
| Total | $44,488 | $(50) |
| Fair Value | Unrealized Losses | |
|---|---|---|
| U.S. Government agency securities | $30,155 | $(134) |
| Certificate of deposit | 3,722 | (1) |
| Corporate debt securities | 22,528 | (39) |
| Commercial paper | 4,556 | (1) |
| Total | $60,961 | $(175) |
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4. Fair Value Measurements
The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes athree-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that arenot active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little orno market activity).
Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):
| Fair Value Measurements Using | ||||
|---|---|---|---|---|
| Quoted Prices in · Significant Other · Significant | ||||
| Active Markets · Observable · Unobservable | ||||
| for Identical · Inputs · Inputs | ||||
| Total | Assets (Level 1) | (Level 2) | (Level 3) | |
| As of March 31, 2025: | ||||
| Assets: | ||||
| Cash equivalents | $20,446 | $20,446 | $— | $— |
| U.S. Government agency securities | 56,700 | 56,700 | — | — |
| Certificates of deposits | 6,666 | — | 6,666 | — |
| Corporate debt securities | 71,840 | — | 71,840 | — |
| Commercial paper | 14,668 | — | 14,668 | — |
| Yankee debt | 2,924 | — | 2,924 | — |
| Asset-backed securities | 15,442 | — | 15,442 | — |
| Total financial assets | $188,686 | $77,146 | $111,540 | $— |
| As of December 31, 2024: | ||||
| Cash equivalents | $21,042 | $21,042 | $— | $— |
| U.S. Government agency securities | 57,155 | 57,155 | — | — |
| Certificates of deposits | 8,524 | — | 8,524 | — |
| Corporate debt securities | 80,822 | — | 80,822 | — |
| Commercial paper | 22,275 | — | 22,275 | — |
| Yankee debt | 2,146 | — | 2,146 | — |
| Asset-backed securities | 11,895 | — | 11,895 | — |
| Total financial assets | $203,859 | $78,197 | $125,662 | $— |
The carrying amounts of the Company’s financial instruments, including cash, cash equivalents and marketable securities, prepaid and other current assets, accounts payable, and accrued liabilities, approximate fair value due to their short maturities. Included in cash and cash equivalents at* March 31, 2025and December 31, 2024are money market funds with a carrying value and fair value of $5.0 million and $3.9 million, respectively, based upon a Level1* fair value assessment.
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5. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| March 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accrued compensation expenses | $1,192 | $3,338 |
| Accrued research and development expenses | 2,479 | 3,151 |
| Accrued professional and consulting expenses | 116 | 98 |
| Other accrued expenses | 62 | 124 |
| Total accrued expenses | $3,849 | $6,711 |
6. Stockholders’** Equity (Deficit)**
Common Stock
The Company hastwo classes of common stock: Class A common stock and Class B common stock. Class A common stock hasone vote per share and Class B common stock hasno votes per share. As of* March 31, 2025*, of the authorized 200,000,000 shares of Class A common stock,19,142,377 shares of Class A common stock were issued and outstanding, and of the authorized 20,000,000 shares of Class B common stock,6,729,172 shares of Class B common stock were issued and outstanding.
Class A common stock reserved for future issuance consisted of the following:
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| March 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Common stock options granted and outstanding | 5,107,770 | 4,045,500 |
| Shares available for issuance under the 2024 Equity Incentive Plan | 1,887,766 | 1,674,309 |
| Common stock warrant | 15,764 | 15,764 |
| Common stock reserved under the 2024 Employee Stock Purchase Plan | 520,549 | 262,004 |
| Total common stock reserved for future issuance | 7,531,849 | 5,997,577 |
There areno shares of Class B common stock reserved for future issuance as of* March 31, 2025* and* December 31, 2024.*
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Stock Options
In* March 2024,the Company's board of directors and its stockholders adopted and approved the2024* Equity Incentive Plan (the*“2024* Plan”). The2024 Plan is the successor of the Company's2012 Equity Incentive Plan (the*“2012* Plan”). However, awards outstanding under the2012 Plan will continue to be governed by their existing terms. The2024 Plan allowed for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, and other stock awards to the Company's employees, members of its board of directors, and consultants.
The number of shares initially reserved for issuance under the2024 Plan was 2,700,000. As of* March 31, 2025*, there were 1,887,766 shares of the Company’s Class A common stock available for issuance under the2024 Plan. The aggregate number of shares reserved for issuance under the2024 Plan will automatically increase on thefirst day of each fiscal year of the Company, commencing in2025 and ending in (and including)2034, by a number equal to the lesser of (a)5% of the aggregate shares of Class A common stock and Class B common stock issued and outstanding as of the last day of the prior fiscal year, or (b) a number of shares of Class A common stock determined by the Company's board of directors.
Under the2024 Plan, the exercise price for options granted under the2024 Plan* may**not* be less than 100% of the fair market value of the Class A common stock on the grant date. Optionees will be permitted to pay the exercise price in cash or, with the consent of the compensation committee (i) with shares of common stock that the optionee already owns, (ii) by an immediate sale of shares through a broker approved by the Company, (iii) by instructing the Company to withhold a number of shares otherwise deliverable upon exercise having an aggregate fair market value that doesnot exceed the exercise price, or (iv) by other methods permitted by applicable law.
The Company's board of directors (or a committee thereof to which the Company's board of directors has delegated authority)* mayamend or terminate the2024* Plan at any time. If the Company's board of directors amends the2024 Plan, it doesnot need stockholder approval of the amendment unless required by applicable law, regulation or rules. The2024 Plan will terminate automaticallyten years after the date when the Company's board of directors adopted the2024 Plan.
Stock option activity under the2024 Plan and2012 Plan is as follows:
| Options Outstanding | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value (in thousands) | |
|---|---|---|---|---|
| Balance at December 31, 2024 | 4,045,500 | $9.91 | 7.52 | $21,470 |
| Options granted | 1,081,744 | 9.79 | — | — |
| Options exercised | (17,000) | 1.41 | — | — |
| Options cancelled and forfeited | (2,474) | 12.42 | — | — |
| Options expired | — | — | — | — |
| Balance at March 31, 2025 | 5,107,770 | $9.91 | 7.82 | $5,910 |
| Options Vested and Expected to Vest as of March 31, 2025 | 5,107,770 | $9.91 | 7.82 | $5,910 |
| Options Exercisable as of March 31, 2025 | 2,212,484 | $5.78 | 5.86 | $5,901 |
The aggregate intrinsic value of options exercised during thethree months ended* March 31, 2025* and2024 was $0.2 million and $0.3 million, respectively, determined as of the date of exercise. Options exercisable include options which arenot vested but are available to be early exercised. As of* March 31, 2025*, of the 2,212,484 options exercisable,112 options are available to be early exercised. As of* December 31, 2024,*of the 2,114,772 options exercisable,35,794 options are available to be early exercised.
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The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following weighted-average assumptions:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Assumptions: | ||
| Expected term (in years) | 6.07 | 5.94 |
| Expected volatility | 93% | 111% |
| Risk free interest rate | 4.41% | 4.18% |
| Dividend yield | — | — |
The weighted-average grant-date fair value per share of stock options granted during thethree months ended* March 31, 2025* and2024 was $7.64 and $13.66 per share, respectively.
The Company recorded $1.5 million and $1.1 million in stock-based compensation in general and administrative and research and development, respectively, for thethree months ended* March 31, 2025*. The Company recorded $0.4 million and $0.4 million in stock-based compensation in general and administrative and research and development, respectively, for thethree months ended* March 31, 2024.*
As of* March 31, 2025*, there was approximately $26.3 million of total unrecognized stock-based compensation related to nonvested stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of approximately 3.1 years. As of* March 31, 2024,*there was approximately $9.2 million of total unrecognized stock-based compensation related to nonvested stock-based compensation arrangements, which was expected to be recognized over a weighted-average period of approximately 1.3 years.
Employee Stock Purchase Plan
In* March 2024,the Company's board of directors and its stockholders adopted and approved the2024* Employee Stock Purchase Plan (the*“2024* ESPP”). The2024 ESPP became effective as of* April 9, 2024.The purpose of the2024* ESPP is to provide eligible employees with an opportunity to increase their interest in the success of the Company by purchasing shares of Class A common stock from the Company on favorable terms and to pay for such purchases through payroll deductions or other approved contributions. The new payroll deduction rate* maybe any whole percentage of the participant’s compensation, butnot* less than 1% nor more than 15%.
The number of shares initially reserved for issuance under the2024 ESPP was 280,000. As of* March 31, 2025*, there were 520,549 shares of the Company’s common stock reserved and available for issuance under the2024 ESPP. The number of shares reserved for issuance under the2024 ESPP will automatically increase on thefirst day of each fiscal year of the Company, commencing in2025 and ending in (and including)2044, by a number equal to the lesser of (i)280,000 shares, (ii)1% of the aggregate shares of Class A common stock and Class B common stock issued and outstanding on the last day of the prior fiscal year, or (iii) a number of shares determined by the Company's board of directors. The number of shares reserved under the2024 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit).
During thethree months ended* March 31, 2025*, there wereno shares purchased under the2024 ESPP and the recorded expense wasnot material.
7. License Agreement
In* February 2023,the Company entered into the J&J License Agreement, pursuant to which the Company granted J&J an exclusive, worldwide license to develop, manufacture and commercialize PIPE-307 in all indications. The J&J License Agreement allows the Company to elect, at its sole discretion and cost, to conduct a Phase2* trial of PIPE-307 for patients with multiple sclerosis. After such trial, J&J* may,at its sole discretion, further develop PIPE-307 for patients with multiple sclerosis. Additionally, upon J&J deciding to conduct afirst* Phase3 clinical trial for a product using PIPE-307, the J&J License Agreement allows the Company the option to co-fund a portion of all Phase3 and subsequent development costs for PIPE-307, with such costs capped annually. If the Company opts to fund such development costs, then the royalties the Company is eligible to receive will increase. Pursuant to the terms of the J&J License Agreement, the Company received an upfront, non-refundable and non-creditable payment of $50.0 million upon transferring the license and know-how, existing inventory and manufacturing technology. The Company is also eligible to receive approximately $1.0 billion in non-refundable, non-creditable milestone payments. Additionally, the Company is eligible to receive tiered royalties in the low-double digit to high-teen percent range on net sales of products containing PIPE-307.
The Company sold approximately 1.7 million shares of series C convertible preferred stock to Johnson & Johnson Innovation - JJDC, Inc., an affiliate of J&J, at $15.00 per share, for an aggregate purchase price of approximately $25.0 million, in* April 2023.*The Company determined that this preferred stock purchase was at fair value as other new investors purchased shares of preferred stock at the same price.
The Company concluded that J&J represented a customer and applied relevant guidance from ASC606 to evaluate the appropriate accounting for the J&J License Agreement. The Company evaluated the J&J License Agreement and concluded that it had promises to transfer a license of functional intellectual property, know-how, existing inventory and manufacturing technology (each of which was determined to be a distinct performance obligation). Control of the promised goods was transferred to J&J in thesecond quarter of2023, and the $50.0 million upfront payment was recognized in* May 2023upon satisfaction of the performance obligations. The remaining consideration consists of future contingent milestone-based payments and sales-based royalties. As of March 31, 2025*, all variable consideration under the J&J License Agreement was fully constrained.
In* August 2023,the Company elected to conduct a Phase2* trial using PIPE-307 for patients with multiple sclerosis, which was considered a contract modification under the accounting guidance that added promised goods or services that are distinct at a price that is below the standalone selling price. Therefore, the Company accounted for the modification as a termination of the existing contract and creation of a new contract. Accordingly, the amount of consideration to be allocated to the remaining performance obligations consists of future contingent milestone-based payments and sales-based royalties, all of which were constrained. The only remaining performance obligation is the promise to conduct the Phase2 trial, as the other performance obligations had been satisfied prior to the modification date. Accordingly, the variable consideration allocated to the Phase2 trial will be recognized as the study is completed using a cost-based measure of progress and when the amounts areno longer probable of a significant reversal. As of* March 31, 2025*,no amounts had been recognized related to the Phase2 trial asno additional variable consideration has been received subsequent to the contract modification.
8. Commitments and Contingencies
Operating Lease
The Company leases office and lab space in San Diego, California under a non-cancelable operating lease (“Science Center Drive Lease”). The lease commenced in* March 2018and has a 5-year initial term. The lease includes a renewal option, which includes an option to renew forfive additional years. During2021,* the Company amended the lease to include additional space in the building with the right to use the new space beginning in* October 2021,*for an additional 3 years.
In* October 2023,the Company executed a noncancelable operating lease for new premises to be used for office, research and development and laboratory purposes (“General Atomics Court Lease”), with the same landlord as the Science Center Drive Lease. The General Atomics Court Lease commenced for accounting purposes in October 2024when the Company took control of the premises and has a 5-year initial term from the commencement date. The General Atomics Court Lease has afive-year term with an option to extend for another three-year period subject to certain conditions, which the Company isnot* reasonably certain to exercise and therefore wasnot considered in determining the right-of-use (“ROU”) assets and lease liabilities balance.
As a result of the new lease, the Company received rent abatement from* Januaryto October 2024on the Science Center Drive Lease. This resulted in a modification of the Science Center Drive Lease and a remeasurement of the existing lease liability and the associated right-of-use asset in October 2023.*As a result, $0.6 million from the payments of the new lease were allocated to the Science Center Drive Lease, based on a relative standalone selling price analysis.
The Company’s operating lease ROU asset and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. Upon commencement of the new lease, in* October 2024,the Company recorded an ROU asset and lease liability of approximately $5.6 million. This includes the $0.6 million allocation, which led to a corresponding decrease in the ROU asset value for the new lease. The lease agreement includes variable payments which arenot* included in the measurement of the ROU assets and lease liability.
Below is a summary of the Company’s operating lease right-of-use assets and lease liabilities (in thousands, except for years and %):
| March 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Operating lease right-of-use assets | $5,235 | $5,467 |
| Operating lease liability obligations, current | $1,455 | $1,452 |
| Operating lease liability obligations, less current portion | 4,547 | 4,807 |
| Total lease liability obligations | $6,002 | $6,259 |
| Weighted-average remaining lease term | 4.5 | 4.4 |
| Weighted-average discount rate | 9.0% | 9.0% |
During thethree months ended* March 31, 2025* and2024, the Company recognized $0.4 million and $0.3 million, respectively, in operating lease expenses, which are included in operating expenses in the Company's statements of operations and comprehensive loss.
Supplemental cash flow information related to operating leases are as follows (in thousands):
| March 31, | March 31, | |
|---|---|---|
| 2025 | 2024 | |
| Cash paid for amounts included in the measurement of lease liabilities | $378 | $— |
Future minimum lease payments for the Company’s operating lease liabilities as of* March 31, 2025* are as follows (in thousands):
| 2025 | $1,141 |
| 2026 | 1,564 |
| 2027 | 1,611 |
| 2028 | 1,660 |
| 2029 | 1,292 |
| Total minimum lease payments | 7,268 |
| Less: amount representing interest | 1,266 |
| Total lease liability obligations | 6,002 |
| Less: Current portion of operating lease liabilities | 1,455 |
| Operating lease liabilities, net of current portion | $4,547 |
Litigation
From time to time, the Company* maybecome involved in various legal proceedings and claims that arise in the ordinary course of our business activities. As of March 31, 2025,the Company wasnot* currently a party to any material legal proceedings.
Other Commitments
The Company has various manufacturing, clinical, research and other contracts with vendors in the conduct of the normal course of its business. Such contracts are generally terminable with advanced written notice and payment for any products or services received by the Company through the effective time of termination and any non-cancelable and non-refundable obligations incurred by the vendor at the effective time of the termination. In the case of terminating a clinical trial agreement at a particular site, the Company would also be obligated to provide continued support for appropriate medical procedures at that site until completion or termination.
9. Net Loss Per Share
The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share amounts):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Numerator: | ||
| Net loss applicable to common stockholders | $(15,990) | $(8,417) |
| Denominator: | ||
| Weighted average shares used to compute net loss per common share, basic and diluted | 25,868,935 | 2,369,067 |
| Net loss per share: | ||
| Basic and diluted | $(0.62) | $(3.55) |
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For thethree months ended* March 31, 2025*, net loss is attributable equally to each share of Class A common stock and Class B common stock and is determined based on the weighted-average number of the respective class of common stock outstanding. Weighted-average common shares include shares of the Company's Class A common stock and Class B common stock. The basic and diluted net loss per share amounts are the same for Class A common stock and Class B common stock.
The Company’s potentially dilutive securities, which include convertible preferred stock, common stock options, a preferred stock warrant, and a common stock warrant have been excluded from the computation of diluted net loss per share for thethree months ended* March 31, 2025* and2024, as the effect would reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.
The following potentially dilutive securities have been excluded from the diluted per share calculation for the periods presented as they would be anti-dilutive:
| As of March 31, | As of March 31, | |
|---|---|---|
| 2025 | 2024 | |
| Convertible preferred stock (as converted to common stock) | — | 15,906,273 |
| Common stock options | 5,107,770 | 2,881,863 |
| Preferred stock warrant (as converted to common stock) | — | 15,764 |
| Common stock warrant | 15,764 | — |
| Total potentially dilutive securities | 5,123,534 | 18,803,900 |
10. Segment Reporting
The Company operates inone reportable segment, pioneering differentiated therapies for the treatment of NI&I indications with significant unmet need.
Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, Carmine Stengone. The CODM uses operating expenses, as reported on our statements of operations and comprehensive loss. The CODM makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results of the Company as a whole using operating expenses. Net loss is also a measure that is considered in monitoring budget versus actual results. The CODM doesnot review assets in evaluating the results of the Company, and therefore, such information isnot presented.
Significant segment expenses within net loss include research and development related to PIPE-791, PIPE-307, CTX-343, discovery programs and unallocated internal costs, general and administrative and interest income.
The following table provides the operating financial results of our single reportable segment (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Significant and other segment expenses | ||
| Research and development | ||
| PIPE-791 | $5,554 | $2,861 |
| PIPE-307 | 2,615 | 2,075 |
| CTX-343 | 1,378 | 312 |
| Discovery programs | 1,382 | 1,104 |
| Unallocated internal costs | 2,783 | 1,426 |
| General and administrative | 4,398 | 2,152 |
| Interest income | 2,250 | 1,636 |
| Other segment items (1) | (130) | (123) |
| Net loss | $(15,990) | $(8,417) |
| (1) | Other segment items primarily include change in fair value of warrant liability and other expense, net. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.