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Cartesian Therapeutics, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

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 5, 2026

RNAC$7.53+11.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001453687-26-000101

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001453687-26-000111

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 139 current paragraphs.

90 unchanged; 38 reworded; 9 added; 7 removed; 2 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Gain (loss) on change in fair value of derivative liability

Current report

Net loss for the three months ended September 30, 2026 was $11.5 million as compared to a net loss of $35.9 million for the three months ended September 30, 2025, a decrease of $24.4 million. The decrease in net loss was primarily due to the gains on the change in the fair value of the CVR liability and derivative liability, partially offset by interest expense and increases in research and development expenses and general and administrative expenses for the three months ended September 30, 2026.

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025
Removed paragraphs (7)

Previous report

Gain (loss) on change in fair value of embedded derivative

Previous report

Net income for three months ended June 30, 2026 was $15.8 million as compared to net income of $15.9 million for the three months ended June 30, 2025, an increase of $0.1 million. The increase in net income was primarily due to a higher gain on the change in the fair value of the CVR liability, partially offset by an increase in research and development expenses, the loss on change in fair value of embedded derivative, and an increase in general and administrative expenses for the three months ended June 30, 2026.
Reworded paragraphs (38)

Previous wording

We incurred net losses of $23.4 million and $1.8 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $845.8 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we:

Current wording

We incurred net losses of $34.9 million and $37.7 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, we had an accumulated deficit of $857.3 million. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we:

Previous wording

•advance Descartes-08 for myositis into Phase 2 development;

Current wording

•advance Descartes-08 for myositis through Phase 2 development;

Previous wording

During the three months ended June 30, 2026, we recognized no grant revenue, compared to $0.3 million for the three months ended June 30, 2025, a decrease of $0.3 million. Grant revenue recognized during the three months ended June 30, 2025 was under the grant from the National Institute of Neurological Disorders and Stroke of the National Institutes of Health, or NINDS.

Current wording

During the three months ended September 30, 2026, we did not recognize any grant revenue, compared to $0.5 million for the three months ended September 30, 2025, a decrease of $0.5 million. Grant revenue recognized during the three months ended September 30, 2025 was under the grant from the National Institute of Neurological Disorders and Stroke of the National Institutes of Health, or NINDS.

Previous wording

For the three months ended June 30, 2026, our research and development expenses were $20.4 million, compared to $14.9 million for the three months ended June 30, 2025, an increase of $5.5 million. The increase was primarily due to an increase in expenses for Descartes-08 for MG, primarily related to the expenses for the ongoing Phase 3 AURORA trial. This increase was partially offset by a decrease in stock-based compensation expense and expenses for early stage programs, primarily related to our decision to no longer pursue development of Descartes-08 in systemic lupus erythematosus, partially offset by new costs associated with the license agreement, or the WestGene Agreement, with WestGene Biopharma Co., Ltd., or WestGene.

Current wording

For the three months ended September 30, 2026, our research and development expenses were $15.6 million, compared to $13.8 million for the three months ended September 30, 2025, an increase of $1.8 million. The increase was primarily due to an increase in expenses for Descartes-08 for MG, primarily related to the expenses for the ongoing Phase 3 AURORA trial, coupled with expenses for Descartes-08 in dermatomyositis, primarily related to the expense for the ongoing Phase 2 TRITON trial. This increase was partially offset by a decrease in expenses for early stage programs, primarily related to our decision to no longer pursue development of Descartes-08 in systemic lupus erythematosus.

Previous wording

For the three months ended June 30, 2026, our general and administrative expenses were $8.7 million, compared to $7.2 million for the three months ended June 30, 2025, an increase of $1.5 million. The increase was primarily the result of higher professional and consulting fees.

Current wording

For the three months ended September 30, 2026, our general and administrative expenses were $9.4 million, compared to $7.7 million for the three months ended September 30, 2025, an increase of $1.7 million. The increase was primarily the result of higher professional and consulting fees and employee-related expenses.

Previous wording

Interest income for the three months ended June 30, 2026 was $1.1 million, compared to $1.7 million for the three months ended June 30, 2025, a decrease of $0.6 million. The decrease in interest income was due to decreased cash and cash equivalents balance and lower interest rates.

Current wording

Interest income for the three months ended September 30, 2026 was $1.2 million, compared to $1.5 million for the three months ended September 30, 2025, a decrease of $0.3 million. The decrease in interest income was due to decreased cash and cash equivalents balance and lower interest rates.

Previous wording

Interest expense for the three months ended June 30, 2026 was $0.9 million. Interest expense is related to the Term Loan Facility (as defined below) with K2HV (as defined below) and consists of contractual interest expense as well as the amortization of debt issuance costs, debt discounts, deferred debt issuance costs, deferred debt discounts and the accretion of the final payment fee. There was no interest expense for the three months ended June 30, 2025.

Current wording

Interest expense for the three months ended September 30, 2026 was $2.0 million. Interest expense is related to the Term Loan Facility (as defined below) with K2HV (as defined below) and consists of contractual interest expense as well as the amortization of debt issuance costs, debt discounts, deferred debt issuance costs, deferred debt discounts and the accretion of the final payment fee. There was no interest expense for the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026, we recognized $0.1 million of expense from the increase in the fair value of warrant liability, compared to $0.7 million of income from the decrease in the fair value of warrant liability for the three months ended June 30, 2025, a change of $0.8 million. The increase in fair value of the warrant liability in the current period was primarily driven by an increase in the per-share price of our common stock, partially offset by a decrease in the remaining expected life of the warrants.

Current wording

For the three months ended September 30, 2026, we recognized $0.2 million of income from the decrease in the fair value of warrant liability, compared to $0.5 million of income from the decrease in the fair value of warrant liability for the three months ended September 30, 2025, a change of $0.3 million. The decrease in fair value of the warrant liability in the current period was primarily driven by a decrease in the per-share price of our common stock, coupled with a decrease in the remaining expected life of the warrants.

Previous wording

For the six months ended June 30, 2026, we recognized $4.5 million of expense associated with the increase in the fair value of the embedded derivative. The increase in the fair value of the embedded derivative was primarily due to the change in our stock price between the Closing Date (as defined below) and June 30, 2026. There was no change in fair value of embedded derivative for the six months ended June 30, 2025.

Current wording

For the three months ended September 30, 2026, we recognized $3.3 million of income from the decrease in the fair value of the derivative liability. The decrease in the fair value of the embedded derivative was primarily due to the change in our stock price between June 30, 2026 and September 30, 2026. There was no change in fair value of the derivative liability for the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026, we recognized $49.2 million of income from the decrease in the fair value of the contingent value rights, or CVR, liability, compared to $35.3 million of income from the decrease in the fair value of the CVR liability for the three months ended June 30, 2025, a decrease of $13.9 million. The decrease in the fair value of the CVR liability was primarily due to changes in the timing of anticipated payments.

Current wording

For the three months ended September 30, 2026, we recognized $10.7 million of income from the decrease in the fair value of the contingent value rights, or CVR, liability, compared to $16.9 million of expense associated with the increase in the fair value of the CVR liability for the three months ended September 30, 2025, a change of $27.6 million. The decrease in the fair value of the CVR liability in the current period was primarily due to higher interest rates, partially offset by the passage of time.

Previous wording

During the three months ended June 30, 2026, we recognized $0.1 million of other income, net, compared to an immaterial amount of other expense, net for the three months ended June 30, 2025.

Current wording

During the three months ended September 30, 2026, we recognized $0.1 million of other income, net, compared to no other income, net for the three months ended September 30, 2025.

Previous wording

During the six months ended June 30, 2026, we recognized no collaboration and license revenue, compared to $0.4 million for the six months ended June 30, 2025, a decrease of $0.4 million. The collaboration and license revenue recognized in the prior period was related to the sale of legacy intellectual property.

Current wording

During the nine months ended September 30, 2026, we did not recognize any collaboration and license revenue, compared to $0.4 million for the nine months ended September 30, 2025, a decrease of $0.4 million. The collaboration and license revenue recognized in the prior period was related to the sale of legacy intellectual property.

Previous wording

During the six months ended June 30, 2026, we recognized $0.1 million of grant revenue, compared to $1.0 million for the six months ended June 30, 2025, a decrease of $0.9 million. The decrease was primarily due to decreased expenses reimbursable under the grant from NINDS incurred during the six months ended June 30, 2026.

Current wording

During the nine months ended September 30, 2026, we recognized $0.1 million of grant revenue, compared to $1.5 million for the nine months ended September 30, 2025, a decrease of $1.4 million. The decrease was primarily due to decreased expenses reimbursable under the grant from NINDS incurred during the nine months ended September 30, 2026.

Previous wording

The following is a comparison of research and development expenses for the six months ended June 30, 2026 and 2025 (in thousands, except percentages):

Current wording

The following is a comparison of research and development expenses for the nine months ended September 30, 2026 and 2025 (in thousands, except percentages):

Previous wording

For the six months ended June 30, 2026, our research and development expenses were $39.9 million, compared to $29.5 million for the six months ended June 30, 2025, an increase of $10.4 million. The increase was primarily due to an increase in expenses for Descartes-08 for MG, primarily related to the expenses for the ongoing Phase 3 AURORA trial, coupled with expenses for Descartes-08 in dermatomyositis, related to the expense for the ongoing Phase 2 TRITON trial. These increases were partially offset by a decrease in stock-based compensation expense, coupled with lower expenses for early stage programs, primarily related to our decision to no longer pursue development of Descartes-08 in systemic lupus erythematosus, partially offset by costs associated with the WestGene Agreement.

Current wording

For the nine months ended September 30, 2026, our research and development expenses were $55.5 million, compared to $43.3 million for the nine months ended September 30, 2025, an increase of $12.2 million. The increase was primarily due to an increase in expenses for Descartes-08 for MG, primarily related to the expenses for the ongoing Phase 3 AURORA trial, coupled with expenses for Descartes-08 in dermatomyositis, primarily related to the expense for the ongoing Phase 2 TRITON trial. These increases were partially offset by a decrease in expenses for early stage programs, primarily related to our decision to no longer pursue development of Descartes-08 in systemic lupus erythematosus, coupled with a decrease in stock-based compensation expense.

Previous wording

For the six months ended June 30, 2026, our general and administrative expenses were $15.8 million compared to $15.6 million for the six months ended June 30, 2025, an increase of $0.2 million. The increase was primarily the result of higher professional and consulting fees coupled with an increase in patent costs, partially offset by lower facilities expenses.

Current wording

For the nine months ended September 30, 2026, our general and administrative expenses were $25.2 million compared to $23.3 million for the nine months ended September 30, 2025, an increase of $1.9 million. The increase was primarily the result of higher professional and consulting fees, employee-related expenses and patent costs, partially offset by lower facilities expenses.

Previous wording

Interest income for the six months ended June 30, 2026 was $2.1 million, compared to $3.8 million for the six months ended June 30, 2025. The decrease in interest income was due to decreased cash and cash equivalents balances and lower interest rates.

Current wording

Interest income for the nine months ended September 30, 2026 was $3.3 million, compared to $5.3 million for the nine months ended September 30, 2025. The decrease in interest income was due to decreased cash and cash equivalents balances and lower interest rates.

Previous wording

Interest expense for the six months ended June 30, 2026 was $0.9 million. Interest expense is related to the Term Loan Facility (as defined below) with K2HV (as defined below) and consists of contractual interest expense as well as the amortization of debt issuance costs, debt discounts, deferred debt issuance costs, deferred debt discounts and the accretion of the final payment fee. There was no interest expense for the six months ended June 30, 2025.

Current wording

Interest expense for the nine months ended September 30, 2026 was $2.8 million. Interest expense is related to the Term Loan Facility (as defined below) with K2HV (as defined below) and consists of contractual interest expense as well as the amortization of debt issuance costs, debt discounts, deferred debt issuance costs, deferred debt discounts and the accretion of the final payment fee. There was no interest expense for the nine months ended September 30, 2025.

Previous wording

For the six months ended June 30, 2026, we recognized an immaterial expense associated with the increase in the fair value of warrant liability, compared to $2.5 million of income from the decrease in the fair value of warrant liability for the six months ended June 30, 2025, a change of $2.5 million. The increase in fair value of the warrant liability in the current period was primarily driven by an increase in the per-share price of our common stock, partially offset by a decrease in the remaining expected life of the warrants.

Current wording

For the nine months ended September 30, 2026, we recognized $0.1 million of income from the decrease in the fair value of warrant liability, compared to $3.0 million of income from the decrease in the fair value of warrant liability for the nine months ended September 30, 2025, a change of $2.9 million. The decrease in fair value of the warrant liability in the current period was primarily driven by a decrease in the per-share price of our common stock, coupled with a decrease in the remaining expected life of the warrants.

Previous wording

For the three months ended June 30, 2026, we recognized $4.5 million of expense associated with the increase in the fair value of the embedded derivative. The increase in the fair value of the embedded derivative was primarily due to the change in our stock price between the Closing Date (as defined below) and June 30, 2026. There was no change in fair value of embedded derivative for the three months ended June 30, 2025.

Current wording

For the nine months ended September 30, 2026, we recognized $1.2 million of expense associated with the increase in the fair value of the derivative liability. The increase in the fair value of the derivative liability was primarily due to the change in our stock price between the Closing Date (as defined below) and September 30, 2026. There was no change in fair value of derivative liability for the nine months ended September 30, 2025.

Previous wording

For the six months ended June 30, 2026, we recognized $35.4 million of income from the decrease in the fair value of the CVR liability, compared to $35.6 million of income from the decrease in the fair value of the CVR liability for the six months ended June 30, 2025, a change of $0.2 million. The decrease in the fair value of CVR liability was primarily due to changes in the timing of anticipated payments during the six months ended June 30, 2026.

Current wording

For the nine months ended September 30, 2026, we recognized $46.1 million of income from the decrease in the fair value of the CVR liability, compared to $18.7 million of income from the decrease in the fair value of the CVR liability for the nine months ended September 30, 2025, a change of $27.4 million. The decrease in the fair value of CVR liability was primarily due to changes in the timing of anticipated payments, coupled with an increase in interest rates during the nine months ended September 30, 2026.

Previous wording

During the six months ended June 30, 2026, we recognized $0.1 million of other income, net, compared to an immaterial amount of other expense, net for the six months ended June 30, 2025, a change of $0.1 million.

Current wording

During the nine months ended September 30, 2026, we recognized $0.2 million of other income, net, compared to an immaterial amount of other expense, net for the nine months ended September 30, 2025, a change of $0.2 million. Other income in the current period is related to sublease income.

Previous wording

Net loss for the six months ended June 30, 2026 was $23.4 million as compared to net loss of $1.8 million for the six months ended June 30, 2025, an increase of $21.6 million. The increase in net loss was primarily due to higher research and development expenses and loss on change in fair value of embedded derivative, coupled with lower income associated with the change in the fair value of the warrant liability, interest income and revenues.

Current wording

Net loss for the nine months ended September 30, 2026 was $34.9 million as compared to net loss of $37.7 million for the nine months ended September 30, 2025, a decrease of $2.8 million. The decrease in net loss was due to an increase in the gain on change in fair value of the CVR liability, partially offset by higher research and development expenses and interest expense, coupled with lower income associated with the change in the fair value of the warrant liability, interest income and revenues.

Previous wording

Our cash, cash equivalents, and restricted cash were $149.3 million as of June 30, 2026, of which $1.7 million was restricted cash related to lease commitments.

Current wording

Our cash, cash equivalents, and restricted cash were $124.7 million as of September 30, 2026, of which $1.7 million was restricted cash related to lease commitments.

Previous wording

Effective September 2019, we entered into a non-exclusive, worldwide license agreement, or the NCI Agreement, with the U.S. Department of Health and Human Services, represented by the National Cancer Institute of the National Institutes of Health, or NCI. Under the NCI Agreement, we were granted a license under certain NCI patents and patent applications designated in the agreement, to make, use, sell, offer and import products and processes within the scope of the patents and applications licensed under the NCI Agreement when developing and manufacturing anti-BCMA CAR-T cell products for the treatment of MG, pemphigus vulgaris, and immune thrombocytopenic purpura according to methods designated in the NCI Agreement. In connection with our entry into the NCI Agreement, we paid to NCI a one-time $0.1 million license royalty payment. Under the NCI Agreement, we are further required to pay NCI a low five-digit annual royalty. We must also pay earned royalties on net sales in a low single-digit percentage and pay up to $0.8 million in benchmark royalties upon our achievement of designated benchmarks that are based on the commercial development plan agreed between the parties. For further description of the NCI Agreement, see Note 13, “Collaboration and License Agreements” to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

Effective September 2019, we entered into a non-exclusive, worldwide license agreement, or the NCI Agreement, with the U.S. Department of Health and Human Services, represented by the National Cancer Institute of the National Institutes of Health, or NCI. Under the NCI Agreement, we were granted a license under certain NCI patents and patent applications designated in the agreement, to make, use, sell, offer and import products and processes within the scope of the patents and applications licensed under the NCI Agreement when developing and manufacturing anti-B-cell maturation antigen CAR-T cell products for the treatment of MG, pemphigus vulgaris, and immune thrombocytopenic purpura according to methods designated in the NCI Agreement. In connection with our entry into the NCI Agreement, we paid to NCI a one-time $0.1 million license royalty payment. Under the NCI Agreement, we are further required to pay NCI a low five-digit annual royalty. We must also pay earned royalties on net sales in a low single-digit percentage and pay up to $0.8 million in benchmark royalties upon our achievement of designated benchmarks that are based on the commercial development plan agreed between the parties. For further description of the NCI Agreement, see Note 13, “Collaboration and License Agreements” to our unaudited consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

The Term Loan Facility bears interest at a variable annual rate equal to the greater of (i) 8.95% and (ii) the prime rate as quoted in The Wall Street Journal plus 2.20%, payable monthly in arrears on the first calendar day of each month. The Term

Current wording

The Term Loan Facility bears interest at a variable annual rate equal to the greater of (i) 8.95% and (ii) the prime rate as quoted in The Wall Street Journal plus 2.20%, payable monthly in arrears on the first calendar day of each month. The Term Loan Facility matures on June 1, 2030 and provides for interest-only payments for the first 36 months following the Closing Date, followed by 12 equal monthly payments of principal and interest commencing on the amortization date of July 1, 2029.

Previous wording

The Compound Derivative is remeasured at fair value each reporting period, with changes in fair value recognized in our consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the estimated fair value was approximately $11.9 million and is included within “Long-term debt” in the consolidated balance sheet as of June 30, 2026. We recorded a loss on the change in fair value of approximately $4.5 million for the three and six months ended June 30, 2026. The fair value of the Compound Derivative is driven primarily by the Conversion Option and was estimated using a Black-Scholes model. The valuation is classified as Level 3 in the fair value hierarchy.

Current wording

The Compound Derivative is remeasured at fair value each reporting period, with changes in fair value recognized in our consolidated statements of operations and comprehensive loss. As of September 30, 2026, the estimated fair value was approximately $8.6 million and is included within “Long-term debt” in the consolidated balance sheet as of September 30, 2026. We recorded a gain on the change in fair value of $3.3 million and a loss on the change in fair value of $1.2 million for the three and nine months ended September 30, 2026, respectively. The fair value of the Compound Derivative is driven primarily by the Conversion Option and was estimated using a binomial lattice model. The valuation is classified as Level 3 in the fair value hierarchy.

Previous wording

During the six months ended June 30, 2026, we sold 2,813,736 shares of our common stock pursuant to the Sales Agreement for net proceeds of approximately $19.3 million after commissions and expenses. As of June 30, 2026, approximately $78.9 million remains available under the at the market program. No shares were sold pursuant to the Sales Agreement during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, we sold 3,196,203 shares of our common stock pursuant to the Sales Agreement for net proceeds of approximately $22.8 million after commissions and expenses. As of September 30, 2026, approximately $75.5 million remains available under the at the market program. No shares were sold pursuant to the Sales Agreement during the nine months ended September 30, 2025.

Previous wording

As of June 30, 2026, we had an accumulated deficit of $845.8 million. We anticipate operating losses to continue for the foreseeable future due to, among other things, costs related to research, development of our product candidates, conducting preclinical studies and clinical trials, and our administrative organization. We will require substantial additional financing to fund our operations and to continue to execute our strategy, and we will pursue a range of options to secure additional capital.

Current wording

As of September 30, 2026, we had an accumulated deficit of $857.3 million. We anticipate operating losses to continue for the foreseeable future due to, among other things, costs related to research, development of our product candidates, conducting preclinical studies and clinical trials, and our administrative organization. We will require substantial additional financing to fund our operations and to continue to execute our strategy, and we will pursue a range of options to secure additional capital.

Previous wording

We are required to make payments under the Term Loan Facility, which bears interest at a variable annual rate equal to the greater of (i) 8.95% and (ii) the prime rate as quoted in The Wall Street Journal plus 2.20%, payable monthly in arrears on the first calendar day of each month. As of June 30, 2026, accrued interest payable under the Term Loan Facility was approximately $0.5 million, which is included within “Accrued expenses and other current liabilities” on the accompanying consolidated balance sheet. As of June 30, 2026, based on current indebtedness and interest rates, we expect to pay $16.2 million in interest under the Term Loan Facility, in addition to the principal of $50.0 million and final payment fee of approximately $3.5 million.

Current wording

We are required to make payments under the Term Loan Facility, which bears interest at a variable annual rate equal to the greater of (i) 8.95% and (ii) the prime rate as quoted in The Wall Street Journal plus 2.20%, payable monthly in arrears on the first calendar day of each month. As of September 30, 2026, accrued interest payable under the Term Loan Facility was approximately $0.4 million, which is included within “Accrued expenses and other current liabilities” on the accompanying consolidated balance sheet. As of September 30, 2026, based on current indebtedness and interest rates, we expect to pay $15.4 million in interest under the Term Loan Facility, in addition to the principal of $50.0 million and final payment fee of approximately $3.5 million.

Previous wording

We are under agreement to lease approximately 32,294 square feet of laboratory and office space in Watertown, Massachusetts through May 2028. Remaining lease payments from June 30, 2026 through the end of the lease term total approximately $5.4 million. Payments made and remaining obligations on this lease liability are subject to potential reimbursement through deductions to CVR distributions as described in Note 5, “Fair Value Measurements” to our unaudited consolidated financial statements included elsewhere in this Quarterly Report and were reimbursed in the March 2025 CVR distribution.

Current wording

We are under agreement to lease approximately 32,294 square feet of laboratory and office space in Watertown, Massachusetts through May 2028. Remaining lease payments from September 30, 2026 through the end of the lease term total approximately $4.6 million. Payments made and remaining obligations on this lease liability are subject to potential reimbursement through deductions to CVR distributions as described in Note 5, “Fair Value Measurements” to our unaudited consolidated financial statements included elsewhere in this Quarterly Report and were reimbursed in the March 2025 CVR distribution.

Previous wording

In November 2023 we acquired two leases for office and laboratory space in Gaithersburg, Maryland, which expire in January 2027. Annualized rent is approximately $0.3 million and remaining lease payments from June 30, 2026 through the end of the lease term total approximately $0.2 million.

Current wording

In November 2023 we acquired two leases for office and laboratory space in Gaithersburg, Maryland, which expire in January 2027. Annualized rent is approximately $0.3 million and remaining lease payments from September 30, 2026 through the end of the lease term total approximately $0.1 million.

Previous wording

In February 2024, we entered into an agreement to lease approximately 19,199 square feet of integrated manufacturing and office space in Frederick, Maryland. In May 2024, we entered into an amendment to lease an additional approximately 7,842 square feet at the same site. In August 2024, we entered into a second amendment to lease an additional approximately 2,009 square feet at the same site. In March 2025, we entered into a third amendment to lease an additional approximately 6,439 square feet at the same site. The leases expire coterminously in June 2031. Annualized base rent under the leases is approximately $1.4 million and is subject to annual increases in accordance with the terms of the lease agreement. The leases provide for a tenant improvement allowance of $0.8 million. Remaining lease payments total $8.0 million through the end of the lease term.

Current wording

In February 2024, we entered into an agreement to lease approximately 19,199 square feet of integrated manufacturing and office space in Frederick, Maryland. In May 2024, we entered into an amendment to lease an additional approximately 7,842 square feet at the same site. In August 2024, we entered into a second amendment to lease an additional approximately 2,009 square feet at the same site. In March 2025, we entered into a third amendment to lease an additional approximately 6,439 square feet at the same site. The leases expire coterminously in June 2031. Annualized base rent under the leases is approximately $1.4 million and is subject to annual increases in accordance with the terms of the lease agreement. The leases provide for a tenant improvement allowance of $0.8 million. Remaining lease payments total $7.7 million through the end of the lease term.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 was $43.2 million compared to $40.6 million for the six months ended June 30, 2025. The increase in cash used in operating activities of approximately $2.6 million was primarily due to $47.5 million of net loss, adjusted for non-cash items, and $4.3 million of cash provided by changes in operating assets and liabilities, in each case during the six months ended June 30, 2026 compared to $32.0 million of net loss, adjusted for non-cash items, and $8.6 million of cash used in changes in operating assets and liabilities during the six months ended June 30, 2025.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $70.9 million compared to $56.2 million for the nine months ended September 30, 2025. The increase in cash used in operating activities of approximately $14.7 million was primarily due to $68.7 million of net loss, adjusted for non-cash items, and $2.2 million of cash used in changes in operating assets and liabilities, in each case during the nine months ended September 30, 2026 compared to $48.2 million of net loss, adjusted for non-cash items, and $8.0 million of cash used in changes in operating assets and liabilities during the nine months ended September 30, 2025.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 was $0.3 million compared to $3.7 million for the six months ended June 30, 2025, a decrease of approximately $3.4 million. The net cash used in investing activities for the six months ended June 30, 2026 and 2025 consisted of purchases of property and equipment.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $0.7 million compared to $5.0 million for the nine months ended September 30, 2025, a decrease of approximately $4.3 million. The net cash used in investing activities for the nine months ended September 30, 2026 and 2025 consisted of purchases of property and equipment. The decrease in cash used in investing activities is primarily driven by leasehold improvement expenditures during the nine months ended September 30, 2025 that did not recur in 2026.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $66.0 million compared to net cash used in financing activities of $8.0 million for the six months ended June 30, 2025, an increase of approximately $74.0 million. The net cash provided by financing activities in the six months ended June 30, 2026 was primarily from approximately $46.0 million in proceeds from the issuance of Term Loan Facility, net, coupled with $19.3 million in proceeds from sales of our common stock pursuant to the Sales Agreement, net of commissions and expenses. The net cash used in financing activities in the six months ended June 30, 2025 was primarily the result of payments for the CVR distribution.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 was $69.6 million compared to net cash used in financing activities of $8.0 million for the nine months ended September 30, 2025, an increase of approximately $77.6 million. The net cash provided by financing activities in the nine months ended September 30, 2026 was primarily from approximately $46.0 million in proceeds from the issuance of Term Loan Facility, net, coupled with $22.8 million in proceeds from sales of our common stock pursuant to the Sales Agreement, net of commissions and expenses. The net cash used in financing activities in the nine months ended September 30, 2025 was primarily the result of payments for the CVR distribution.

Previous wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions. During the three and six months ended June 30, 2026, there were no material changes, other than described in Note 2, “Summary of Significant Accounting Policies” in this Quarterly Report on Form 10-Q, to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions. During the three and nine months ended September 30, 2026, there were no material changes, other than described in Note 2, “Summary of Significant Accounting Policies” and Note 5, “Fair Value Measurements – Embedded Derivative” in this Quarterly Report on Form 10-Q, to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Gain (loss) on change in fair value of contingent value rights liability

Current report — wording carried from elsewhere

Gain on change in fair value of warrant liability
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Gain on change in fair value of contingent value rights liability

Previous report — wording carried elsewhere

Loan Facility matures on June 1, 2030 and provides for interest-only payments for the first 36 months following the Closing Date, followed by 12 equal monthly payments of principal and interest commencing on the amortization date of July 1, 2029.