Camp4 Therapeutics Corp

(Unaudited)

1. Basis of Presentation and Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission for interim financial reporting, consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, consolidated results of operations, and consolidated cash flows for the interim periods presented. Any reference in these notes to applicable guidance is meant to refer to the authoritative standards of U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). This report should be read in conjunction with the audited consolidated financial statements in the Company’s 2025 Form 10-K.

These condensed consolidated financial statements include CAMP4 Therapeutics Corporation and its wholly-owned subsidiary, CAMP4 Therapeutics Pty Ltd (together, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. The significant accounting policies used in the preparation of these condensed consolidated financial statements for the three and nine months ended September 30, 2026 are consistent with those described in the Company’s 2025 Form 10-K. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or balance sheets.

Private Placement

On September 9, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with investors pursuant to which the Company agreed to sell certain securities, in up totwo closings in a private placement transaction (the “Private Placement”). The initial closing of the Private Placement occurred on September 11, 2025 (the “Initial Closing”). At the Initial Closing, the Company issued 26,717,414 shares of the Company’s common stock and 6,003,758 pre-funded warrants for net cash proceeds of $46.7 million, after deducting $3.3 million in issuance costs and legal fees. The second closing of the Private Placement occurred on August 3, 2026 (the “Second Closing”). At the Second Closing, the Company issued 10,795,804 shares of the Company’s common stock and 21,925,368 pre-funded warrants for net cash proceeds of $46.9 million, after deducting $3.2 million in issuance costs and legal fees(see Notes 2, 6 and 7).

Underwritten Offering

On December 18, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC (“Leerink Partners”) relating to an offering of shares of the Company's common stock (the “Underwritten Offering”). The closing of the Underwritten Offering occurred on December 19, 2025. At the closing, the Company issued 5,000,000 shares of the Company’s common stock for net cash proceeds of $28.1 million, after deducting $1.9 million in issuance costs.

Liquidity

As of September 30, 2026, the Company had approximately $124.5 million in cash and cash equivalents and working capital of approximately $107.7 million. The Company has a relatively limited operating history, and the revenue and income potential of the Company’s business and market are unproven. The Company has experienced net losses and negative cash flows from operations since its inception and, as of September 30, 2026, the Company had an accumulated deficit of $373.0 million. During the nine months ended September 30, 2026, the Company incurred a net loss of $80.8 million and had negative cash flows from operating activities of$31.8 million. The Company will continue to incur significant costs and expenses related to its ongoing operations until it successfully develops, obtains regulatory approval for and gains market acceptance of a product candidate, and achieves revenues adequate to support the Company’s operations.

From inception to September 30, 2026, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock and common stock, including the Underwritten Offering, the Initial Closing and Second Closing of the Private Placement, and its initial public offering(“IPO”), as well as through revenues from its license and collaboration agreements. The Company expects that its cash and cash equivalents as of September 30, 2026 will enable it to fund its operating expenses and capital expenditure requirements for at least 12 months from the date these condensed consolidated financial statements are issued. This evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the condensed consolidated financial statements are issued. To the extent these conditions or events change, the Company could deplete its available capital resources sooner than it currently expects.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures in the accompanying notes. The Company bases its estimates, assumptions, and judgments on historical experience when available and on various factors that it believes to be reasonable under the circumstances as of the date of the accompanying condensed consolidated financial statements, including revenue recognition, stock-based compensation expense, accrued expenses, research and development expenses and related prepaid and accrued expenses, derivative tranche liability, lease accounting, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. In addition, other factors may affect estimates, including the expected business and operational changes, the sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Actual results could differ materially from the estimates and assumptions used in the preparation of the accompanying condensed consolidated financial statements under different assumptions or conditions.

Restricted Cash

In connection with its operating leases, the Company is required to maintain security deposits, which were issued in the form of letters of credit with a bank. As of September 30, 2026 and December 31, 2025, the Company held cash in this amount in a separate restricted bank account as collateral for the letters of credit. As of September 30, 2026 and December 31, 2025, the Company maintained $1.6 million and $2.2 million of restricted cash, respectively. Of the $1.6 million held as of September 30, 2026, $0.7 million is classified as short-term as the related restrictions are expected to lapse within the next 12 months.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the corresponding amounts shown in the condensed consolidated statements of cash flows (in thousands):

Derivative Tranche Liability

The Private Placement included a right provided to the participating investors to purchase the Company’s securities intwo tranches. The second tranche was determined to be a freestanding instrument and was accounted for as a derivative tranche liability. The derivative tranche liability was recorded at its fair value on issuance and subsequently remeasured at the end of each reporting period, with non-cash changes in fair value recorded in the condensed consolidated statements of operations and comprehensive loss until August 3, 2026, when the derivative tranche liability was settled in connection with the Second Closing. Accordingly, there wasno derivative tranche liability outstanding as of September 30, 2026.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. For public business entities, the guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. The guidance may be applied on a prospective basis or retrospectively for all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance may have on its consolidated financial statements.

2. Fair Value Measurements

Financial Assets

The following tables present the financial asset instruments carried at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands) in accordance with the ASC 820 hierarchy.

Derivative Tranche Liability

The following table presents the derivative tranche liability (see Note 6) carried at fair value as of December 31, 2025 (in thousands) in accordance with the ASC 820 hierarchy, which was based on significant inputs not observable in the market and represents a Level 3 measurement within the fair value hierarchy.

The derivative tranche liability was valued using a Monte Carlo simulation model,, which uses certain assumptions, including annual volatility of comparable companies. The range of volatilities utilized was 49.0% -131.3% as of December 31, 2025. The volatility utilized in the Monte Carlo option-pricing model was determined using the 75th percentile. The following table presents the assumptions used to determine the fair value of the derivative tranche liability as of December 31, 2025:

The following table provides a roll-forward of the aggregate fair value of the derivative tranche liability categorized with Level 3 inputs for the three and nine months ended September 30, 2026 (in thousands):

The fair value of the derivative tranche liability at settlement was determined based on the number of shares of common stock and pre-funded warrants issued, multiplied by the difference between the closing price of the Company’s common stock on the settlement date and the applicable contractual purchase price.

The carrying amounts reflected in the condensed consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values, which approximate their fair values.

3. Other Balance Sheet Components

Prepaid Expenses and Other Current Assets

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

Property and Equipment, Net

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

The Company incurred depreciation and amortization expense of $0.5 million and $0.4 million for the three months ended September 30, 2026 and 2025, respectively, and $1.5 million and $1.3 million for the nine months ended September 30, 2026 and 2025, respectively. For each of the three and nine months ended September 30, 2026 and 2025, depreciation and amortization expense included nominal finance lease right-of-use (“ROU”) asset amortization.

Accrued Expenses and Other Current Liabilities

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

4. Commitments and Contingencies

Operating Leases

Cambridge and Watertown Leases

The Company previously leased approximately 30,000 square feet of office and laboratory space in Cambridge, Massachusetts (the “Cambridge Lease”). The Cambridge Lease was originally set to expire on June 30, 2027.

On December 22, 2025, the Company entered into an amendment to the Cambridge Lease, which provided for rent abatements and refunds and accelerated the termination of the Cambridge Lease to the date thirty days after the commencement of the Watertown Lease (as defined below). The amendment did not result in the Company relinquishing control of the leased premises until the revised termination date, which occurred on September 4, 2026.

Concurrently with entering into the Cambridge Lease amendment, on December 22, 2025, the Company entered into a lease agreement for approximately 44,000 square feet of laboratory and office space in Watertown, Massachusetts (the “Watertown Lease”) with an affiliate of the lessor of the Cambridge Lease. The Watertown Lease commenced upon delivery of the premises and availability for use on August 5, 2026. The initial lease term of the Watertown Lease extends through June 30, 2030. The Watertown Lease includes an option to extend the lease term for an additional five-year period at market rates.

The Cambridge Lease amendment and the Watertown Lease were negotiated contemporaneously as part of a coordinated relocation transaction with affiliated lessors. Accordingly, the Company combined the arrangements for accounting purposes under ASC 842 and determined that the combined contract containstwo separate lease components: (i) the modified Cambridge Lease and (ii) the Watertown Lease. The total consideration of the combined contract, including contractual Watertown rent, the lease modification fee (as described below) and rent refunds, was allocated to each lease component based on relative standalone prices at the effective date of the modification.

As a result of the modification, the Company remeasured the Cambridge Lease right-of-use asset and lease liability tozero and $1.1 million, respectively, and recorded a gain of approximately $0.3 million during the year ended December 31, 2025, reflecting the net impact of the remeasurement based on the allocated consideration. The gain was included within general and administrative expense and research and development expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025 as $0.1 million and $0.2 million, respectively.

In connection with the relocation transaction, the Company agreed to pay a lease modification fee of approximately $2.1 million, payable in installments commencing after the Company relinquished control of the Cambridge premises. The portion of the modification fee allocated to the Cambridge Lease was included in the remeasurement described above, and the remainder was allocated to the Watertown Lease component.

The Watertown Lease commenced on August 5, 2026. Accordingly, the Company recognized an operating lease right-of-use asset of $3.5 million and operating lease liability of $5.5 million, consisting of $0.8 million current liability and $4.7 million as non-current liability. Concurrently, the Cambridge Lease operating lease liability was reduced tozero, and the remaining lease liability was reclassified to the Watertown Lease. The Watertown Lease operating right-of-use asset was reduced by a rent refund accounted for as a lease incentive and the reclassification of the remaining Cambridge Lease liability, partially offset by prepaid rent. Upon commencement, the operating lease liability for the Watertown Lease included the entire lease modification fee as a lease payment, including the portion initially allocated to the Cambridge Lease and subsequently reclassified to the Watertown Lease. The Watertown Lease includes an initial rent-free period of approximately 18 months. As of September 30, 2026, the Company had $3.4 million of right-of-use assets, $1.1 million of current operating lease liabilities and $4.5 million of non-current operating lease liabilities related to the Watertown Lease.

The Watertown Lease includes an option to extend the lease term for an additional five-year period at market rates.

Boulder Lease

The Company currently leases approximately 5,300 square feet of office and lab space in Boulder, Colorado (the “Boulder Lease”). The Boulder Lease has afive-year term that commenced on September 1, 2023 and expires on September 30, 2028. As the rate implicit for the Boulder Lease was not readily determinable, the Company used its incremental borrowing rate of 7.12% as of the commencement date. At commencement of the Boulder Lease, the Company recorded $1.4 million of operating right-of-use assets, $0.2 million of current operating lease liabilities and $1.2 million of non-current operating lease liabilities.

During the year ended December 31, 2025, the Company vacated its Boulder, Colorado facility. The Company recognized an impairment charge of $0.1 million in its condensed consolidated statement of operations related to the right-of-use assets during the nine months ended September 30, 2026. As of September 30, 2026, the Company had $0.2 million of right-of-use assets, $0.3 million of current operating lease liabilities and $0.4 million of non-current operating lease liabilities related to the Boulder Lease. On August 6, 2026, the Company entered into a sublease agreement for the Boulder Lease space.

The table below summarizes the Company’s operating lease costs for the three and nine months ended September 30, 2026 and 2025 (in thousands except for lease terms and borrowing rates):

The weighted average remaining lease term and weighted average discount rate of operating leases were as follows:

Maturities of operating lease liabilities as of September 30, 2026 were as follows (in thousands):

Legal Proceedings

There are no matters currently outstanding for which any liabilities have been accrued or require disclosure.

5. Collaboration and License Agreements

In-License Agreements

Children’s Medical Center Corporation

In April 2018, the Company entered into a development and license agreement (the “CMCC Agreement”) with Children’s Medical Center Corporation (“CMCC”). The CMCC Agreement allows the Company to use CMCC’s proprietary intellectual property to conduct research, development and commercialization of products utilizing CMCC’s proprietary intellectual property in return for specified payments. The proprietary intellectual property licensed pursuant to this agreement is related to certain legacy programs deprioritized by the Company, which were subsequently sublicensed to Fulcrum Therapeutics, Inc. (“Fulcrum”), as described below. As part of the CMCC Agreement, the Company issued a total of 15,123 shares of common stock to CMCC and its affiliates based on the fair value of the common stock on the date of issuance.

The Company is obligated to pay potential development milestone payments under the terms of the CMCC Agreement of up to $7.7 million for the first licensed target, $3.9 million for the second licensed target and $1.9 million for the third licensed target upon the achievement of certain specified contingent events. If commercial sales of a licensed product commence, the Company will pay CMCC royalties at percentage rates ranging in the low- to mid-single digits on net sales of licensed products in countries where such product is protected by patent rights. The Company incurredde minimis royalties owed to CMCC for each of the three and nine months ended September 30, 2026 and 2025 under the CMCC Agreement and recorded the amounts in R&D expense in the condensed consolidated statement of operations and comprehensive loss.

The Company re-evaluates the likelihood of achieving future milestones under the CMCC Agreement at the end of each reporting period. As of September 30, 2026, the Company determined that the likelihood of achieving future milestones under the CMCC Agreement was notprobable. In October 2026, the Company provided notice of its election to terminate the CMCC Agreement, which termination will become effective in December 2026.

Whitehead Institute for Biomedical Research

In October 2019, the Company entered into a patent license agreement (as subsequently amended, the “Whitehead Agreement”) with the Whitehead Institute for Biomedical Research (“Whitehead”). Under the Whitehead Agreement, the Company was granted a worldwide, royalty-bearing, sublicensable license under certain patent rights owned or controlled by Whitehead. Upon entering into the Whitehead Agreement, the Company paid an initial $0.1 million license issuance fee, and has paidde minimis additional fees in connection with subsequent amendments to the Whitehead Agreement. The Company is obligated to pay annual license maintenance fees for the term of the Whitehead Agreement. In addition, the Company is obligated to pay certain filing, prosecution and maintenance fees with respect to certain patent rights licensed.

The Company is also obligated to pay potential development milestones to Whitehead of up to $1.9 million upon the achievement of certain specified contingent events. In addition, if the Company successfully commercializes a product under the Whitehead Agreement, it is obligated to pay tiered royalties at percentage rates ranging from less thanone percent to the mid-single digits of net sales or of running royalties of net sales, subject to specified reductions, until either the last-to-expire valid claim of a Whitehead patent covering the product orseven years after the first commercial sale, in each case on a product-by-product and country-by-country basis.

The Company incurredde minimis fees under the Whitehead Agreement for each of the three months ended September 30, 2026 and 2025 and $0.1 million andde minimis fees under the Whitehead Agreement for the nine months ended September 30, 2026 and 2025, respectively. These fees are recorded in R&D expense in the Company’s condensed consolidated statements of operations and comprehensive loss.

Out-License Agreement

Fulcrum Therapeutics, Inc.

In July 2023, the Company entered into a license agreement (the “Fulcrum Agreement”) with Fulcrum. Under the Fulcrum Agreement, the Company granted an exclusive license related to the Company’s intellectual property (“IP”) and granted a non-exclusive sublicense for IP obtained through the CMCC Agreement. In exchange for the license rights, Fulcrum paid the Company a $0.4 million upfront payment. Under the Fulcrum Agreement, the Company was eligible to receive milestone payments ranging from $0.6 million to $20.0 million upon the achievement of specified development and commercial milestones, depending on the product developed and milestone achieved. The Fulcrum Agreement also provided for potential de minimis minimum annual royalty payments as well as sales-based royalties of up to the low-double digits upon commercialization. As of September 30, 2026, the Fulcrum Agreement had terminated in accordance with its terms. Following the termination of the Fulcrum Agreement, the Company does not expect to receive any additional future milestone or royalty payments.

The Company assessed this arrangement in accordance with ASC Topic 606, Revenue from Contracts with Customers(“ASC 606”) and concluded that the contract counterparty was a customer. In accordance with ASC 606, the Company determined that there wasone performance obligation in the Fulcrum Agreement, consisting of the exclusive and non-exclusive license rights granted to Fulcrum. The transaction price was comprised of the fixed consideration of $0.4 million and was recognized upon transfer of control of the licenses at a point in time upon contract execution. The arrangement included significant variable consideration, primarily in the form of milestone payments, which was fully constrained at the inception of the contract. The sales-based royalty fee qualified for the royalty constraint exception and didnot require an estimate of the future transaction price. The Company recordedno revenue pursuant to the Fulcrum Agreement for any of the three and nine months ended September 30, 2026 and the three months ended September 30, 2025, and recorded $0.6 million of revenue for the nine months ended September 30, 2025.

As of September 30, 2026, there wasno remaining variable consideration related to the Fulcrum Agreement.

Research and Collaboration Agreements

BioMarin Pharmaceutical Inc.

In September 2024, the Company entered into a Collaboration and License Agreement (the “BioMarin Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”). Under the terms of the BioMarin Agreement, BioMarin paid the Company an upfront, nonrefundable payment of $1.0 million, and reimbursed the Company for certain research activities. As of September 30, 2026, the BioMarin Agreement had terminated in accordance with its terms.

The Company assessed this arrangement in accordance with ASC 606 and concluded that BioMarin was a customer and there was one combined performance obligation, which included performance of R&D activities in accordance with a contractual work plan, participation in a joint steering committee, the grant of an exclusive license to BioMarin, the grant of a non-exclusive license to the data resulting from performance of the R&D activities, and providing quarterly progress reports. The transaction price was determined to be fixed consideration of $3.8 million. The work was primarily performed during 2024 and 2025 and revenue was recognized over time based upon a cost-to-cost method. During thethree and nine months ended September 30, 2026, the Company recognized zero and $0.1 million, respectively, in collaboration revenue under the BioMarin Agreement. During thethree and nine months ended September 30, 2025, the Company recognized $0.8 million and $2.6 million, respectively, in collaboration revenue under the BioMarin Agreement.

Following the termination of the BioMarin Agreement, the Company does not expect to receive any additional variable consideration.

GlaxoSmithKline Intellectual Property (No. 3) Limited

In December 2025, the Company entered into a Research, Collaboration and License Agreement (the “GSK Agreement”) with GlaxoSmithKline Intellectual Property (No. 3) Limited (“GSK”). Under the terms of the GSK Agreement, GSK paid the Company a one-time, nonrefundable upfront payment of $17.5 million. In addition, the Company is eligible to receive up to $440.0 million in development and commercial milestone payments, subject to achievement of specified criteria, as well as tiered royalties on annual net sales of licensed products ranging from the low- to mid-single digits during a defined royalty term for each licensed product. The GSK Agreement may be terminated in its entirety or on a Collaboration Target-by-Collaboration Target basis (as defined in the GSK Agreement) for convenience by GSK and may also be terminated by either the Company or GSK under certain other circumstances, including material breach, as set forth in the GSK Agreement. The term of the GSK Agreement continues on a country-by-country and product-by-product basis until the expiration of the applicable royalty term, unless terminated earlier in accordance with its terms.

The Company assessed this arrangement in accordance with ASC 606 and concluded that GSK is a customer and there is one combined performance obligation, which includes performance of R&D activities in accordance with a contractual work plan, participation in a joint steering committee, the grant of an exclusive license to GSK, the grant of a non-exclusive license to the data resulting from performance of the R&D activities, and providing quarterly progress reports. The transaction price was determined to be fixed consideration of$17.5 million. Performance of the work plan began in 2026 and revenue will be recognized over time based upon a cost-to-cost method. The Company recognized $1.9 million and $4.9 million in collaboration revenue under the GSK Agreement during thethree and nine months ended September 30, 2026, respectively. Additionally, the Company recognized a contract liability in short-term deferred revenue of $10.5 million and long-term deferred revenue of $2.2 million on the condensed consolidated balance sheet as of September 30, 2026 related to the upfront payment.

The arrangement includes significant variable consideration primarily in the form of milestone payments, which was fully constrained at the inception of the contract. All variable consideration is remeasured and reassessed each reporting period. As of and for thethree and nine months ended September 30, 2026, the Company determined the variable consideration was fully constrained.

6. Derivative Tranche Liability

Pursuant to the Purchase Agreement, subject to the occurrence of the second closing triggers, the Company agreed to sell and the investors agreed to purchase at the Second Closing up to 32,681,866 shares of the Company’s common stock or pre-funded warrants in lieu thereof at a purchase price of $1.53 per share and $1.5299 per pre-funded warrant, and directors, consultants and members of management agreed to purchase an additional 39,306 shares of the Company’s common stock at a purchase price of $1.65 per share, for gross proceeds to the Company of up to approximately $50.1 million. The Second Closing triggers included a certain regulatory milestone (the “CTA Milestone”) and either of the following:

1. the achievement of a volume weighted average price per share of equal to or greater than $7.50, as defined in the Purchase Agreement, measured during anyten consecutive trading days during thethirty trading days following the date of the Company’s first announcement of the regulatory milestone (the “Price Threshold”), or

2. the Company’s receipt of a signed written notice from investors holding a majority of the Securities outstanding that waives the Price Threshold for purposes of the Second Closing (the “Price Threshold Waiver”), in which case, only the waiving investors are obligated to participate.

The obligation to issue and purchase securities was concluded to be a forward contract derivative liability and was measured at fair value using a probability weighted model. The initial fair value (Level 3) of the forward contract was $14.9 million and was recorded as a derivative tranche liability and was subsequently remeasured to $44.8 million as of December 31, 2025.

In July 2026, the Company received clearance from Australia’s Therapeutic Goods Administration and the local Human Research Ethics Committee to initiate the Company’s ASCEND Phase 1/2 clinical trial of CMP-002, which clearance satisfied the CTA Milestone. The Company subsequently received a Price Threshold Waiver, which triggered the Second Closing of the Private Placement, pursuant to which the derivative tranche liability was settled. The Second Closing occurred on August 3, 2026, resulting in gross proceeds to the Company of approximately $50.1 million before deducting placement agent fees and other offering expenses.

Upon settlement, the derivative tranche liability was remeasured to$87.7 million and then reclassified to additional paid-in capital on the condensed consolidated balance sheet, together with the net proceeds of$46.9 million from the Second Closing. The Company recorded a change in fair value of $15.8 million and $42.9 million in the condensed consolidated statements of operations and comprehensive loss in the three and nine months ended September 30, 2026, respectively.

7. Stockholders’ Equity

Common and Preferred Stock

The Company’s amended and restated certificate of incorporation authorizes the issuance of up to 175,000,000 shares of $0.0001 par value common stock and up to 25,000,000 shares of $0.0001 par value undesignated preferred stock. The Company’s Board of Directors (the “Board”) may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s common stock, or delaying or preventing a change in control. As of September 30, 2026, no shares of preferred stock were outstanding.

Recent Equity Financings -Private Placement

The Initial Closing of the Private Placement occurred on September 11, 2025. At the Initial Closing, the Company issued and sold 26,681,053 shares of the Company’s common stock priced at $1.53 per share to certain investors, some of which were affiliated with directors of the Company, and 36,361 shares of common stock priced at $1.65 per share to certain directors, management and consultants of the Company (collectively, the “Initial Closing Shares”). In lieu of common stock, certain investors were sold pre-funded warrants to purchase 6,003,758 shares of common stock (the “Initial Closing Warrant Shares,” and together with the Initial Closing Shares, the “Initial Closing Securities”) at an offering price of $1.5299 per pre-funded warrant. Gross proceeds to the Company totaled $50.1 million before deducting $3.3 million of placement agent fees and other expenses.

The Second Closing of the Private Placement occurred on August 3, 2026. At the Second Closing, the Company issued and sold 10,756,498 shares of the Company's common stock priced at $1.53 per share to certain investors, some of which were affiliated with directors of the Company, and 39,306 shares of common stock priced at $1.65 per share to certain directors, management and consultants of the Company (collectively, the “Second Closing Shares”). In lieu of common stock, certain investors were sold pre-funded warrants to purchase 21,925,368 shares of common stock (the “Second Closing Warrant Shares,” and together with the Second Closing Shares, the “Second Closing Securities”) at an offering price of $1.5299 per pre-funded warrant. Gross proceeds to the Company totaled $50.1 million before deducting $3.2 million of placement agent fees and other expenses.

The pre-funded warrants issued in the Initial Closing and the Second Closing have an exercise price of $0.0001 per Initial Closing Warrant Share and Second Closing Warrant Share, subject to customary adjustments, are exercisable at any time, do not expire until exercised in full, and are exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

In connection with the Initial Closing of the Private Placement, on November 3, 2025, the Company filed a registration statement on Form S-3 (the “Initial Registration Statement”) with the SEC, which subsequently became effective, to register the Initial Closing Shares for resale and, as applicable, the Initial Closing Warrant Shares. Following the Second Closing, the Company filed a second registration statement (the “Second Registration Statement”) with the SEC on August 6, 2026, which subsequently became effective, to register the Second Closing Shares for resale and, as applicable, the Second Closing Warrant Shares.

The Company concluded that the pre-funded warrants issued in the Initial Closing and the Second Closing met the conditions to be classified as equity instruments.

At-the-Market Sales Agreement

On November 10, 2025, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which subsequently became effective. Pursuant to the Shelf Registration Statement, the Company may offer and sell up to $300.0 million of a variety of securities, including common stock, preferred stock, warrants or debt securities.

In connection with the filing of the Shelf Registration Statement, the Company also entered into a sales agreement (the “Sales Agreement”) with Leerink Partners, as sales agent, pursuant to which it may issue and sell shares of its common stock for a maximum aggregate offering price of up to $100.0 million, which is included in the $300.0 million of securities that may be offered pursuant to the Shelf Registration Statement. Pursuant to the Sales Agreement, the Company will pay the sales agent a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of its common stock. The Company is not obligated to make any sales of shares of its common stock under the Sales Agreement. During the three and nine months ended September 30, 2026, the Company did not issue any shares of its common stock under the Sales Agreement.

8. Stock-Based Compensation

In October 2024, the Company adopted the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted and unrestricted stock awards, restricted stock unit awards, and other stock-based awards to employees, directors, and non-employee service providers of the Company.

The 2024 Plan initially reserved 2,143,039 shares of common stock for the issuance of future awards and provided for an automatic annual increase in the number of shares of common stock reserved for future issuance by the lesser of (i)5% of the number of shares of the Company’s common stock outstanding as of the close of business on the immediately preceding December 31 and (ii) the number of shares determined by the Board on or prior to such date for such year. As of September 30, 2026, there were 575,533 shares of common stock reserved and available for issuance pursuant to the 2024 Plan. In June 2026, in connection with the Company's 2026 annual meeting of stockholders, stockholders approved an amendment to the 2024 Plan that redefined common stock outstanding for the purposes of calculating the annual increase to the shares available for issuance under the 2024 Plan. Following the amendment, shares of common stock outstanding for this purpose include all outstanding shares of common stock as well as shares issuable upon exercise of outstanding pre-funded warrants.

In June 2026, the Company adopted the 2026 Inducement Plan (the “Inducement Plan”), pursuant to which the Company may grant non-statutory stock options, stock appreciation rights, stock units, restricted stock units, performance awards, and other stock-based awards to individuals not previously an employee or director of the Company, or following a bona fide period of non-employment, as a material inducement to such individual entering into employment with the Company or any of its subsidiaries, in accordance with Nasdaq Listing Rule 5635(c)(4). The Company initially reserved 500,000 shares of common stock for issuance under the Inducement Plan. As of September 30, 2026, there were 453,000 shares of common stock reserved and available for issuance pursuant to the Inducement Plan.

Awards granted under the 2024 Plan and the Inducement Plan expire no later thanten years from the date of grant. The exercise price of stock options shall not be less than 100% of the estimated fair value of the common stock on the date of grant, and stock options typically vest over afour-year period, although awards may be granted with different vesting terms.

During thethree and nine months ended September 30, 2026, the Company granted options for the purchase of 91,500 and 2,625,500 shares of common stock, respectively, which amounts include options granted under the 2024 Plan, the Inducement Plan and inducement grants made prior to the adoption of the Inducement Plan.

The weighted-average assumptions used to estimate the fair value of the stock options granted during the nine months ended September 30, 2026 were as follows:

During the nine months ended September 30, 2026, the weighted average grant-date fair value of options granted was $3.52.

During the nine months ended September 30, 2026, employees of the Company purchased an aggregate of 45,970 shares under the 2024 Employee Stock Purchase Plan.

The following table presents the classification of stock-based compensation expense for the three and nine months ended September 30, 2026 and 2025 (in thousands):

The Company has an aggregate of $15.4 million of gross unrecognized stock-based compensation expense as of September 30, 2026, which is expected to be recognized over a weighted average period of 2.6 years.

9. Income Taxes

No provision for federal, state, or foreign income taxes has been recorded for the three and nine months ended September 30, 2026 and 2025 and the effective tax rate waszero. The Company has incurred net operating losses for all the periods presented and has not reflected any benefit for such net operating loss carryforwards in the accompanying condensed consolidated financial statements due to uncertainty around utilizing these tax attributes within their respective carryforward periods. The Company has recorded a full valuation allowance against its deferred tax assets as it is more likely than not that such assets will not be realized in the near future.

The Company had no reserves related to uncertain tax positions as of September 30, 2026 and December 31, 2025. For the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any potential interest or penalties. The Company is not currently subject to any tax assessment from an income tax examination in the U.S. or any other taxing jurisdiction.

10. Segment Reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment: R&D, which engages in the business of developing a new class of RNA regulating therapeutics to treat a broad range of genetic diseases. The Company's operations are primarily in the United States.

The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The CODM uses net loss, as reported on the Company’s condensed consolidated statement of operations and comprehensive loss, in evaluating performance and determining how to allocate resources. The CODM does not review assets in evaluating the results and therefore, such information is not presented.

The operating financial results of the Company’s R&D segment for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):

Other segment (loss) income consists of total other (expense) income, net on the condensed consolidated statements of operations and comprehensive loss.

11. Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):

(1) Weighted-average common shares outstanding for the three and nine months ended September 30, 2026 includes 6,003,758 of common stock issuable upon the exercise of pre-funded warrants issued in the Initial Closing on September 11, 2025 and 21,925,368 from the Second Closing on August 3, 2026.

The Company’s potentially dilutive securities, which include or have included convertible preferred stock, outstanding stock options, unvested restricted common stock, and warrants issued in 2017 (the "2017 Warrants") to purchase stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders as of September 30, 2026 and 2025 because their inclusion would have had an anti-dilutive effect:

12. Related Parties

In September 2015, the Company entered into consulting agreements with itstwo founders, related parties who hold shares of the Company’s common stock, to provide R&D and strategic planning services. For both the three months ended September 30, 2026 and 2025, the Company recognized R&D expense of $0.1 million related to work performed under the founder agreements. For both the three months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of less than $0.1 million related to the consulting agreements, respectively. The Company hadno amounts due to the founders as of September 30, 2026 or December 31, 2025. For both the nine months ended September 30, 2026 and 2025, the Company recognized R&D expense of $0.2 million related to work performed under the founder agreements. For both the nine months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of $0.1 million related to the consulting agreements.

In March 2019, the Company entered into a consulting agreement with an executive consultant, a related party who holds shares of the Company’s common stock. The agreement had terminated as of June 30, 2026. For the three months ended September 30, 2026 and 2025, the Company recognized G&A expense totaling zero and less than $0.1 million, respectively, related to work performed under the consulting agreement. For both the nine months ended September 30, 2026 and 2025, the Company recognized G&A expense of less than $0.1 million related to the consulting agreement. For each of the three months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of less than $0.1 million related to the consulting agreement. For both the nine months ended September 30, 2026 and 2025, the Company recognized stock-based compensation expense of $0.1 million related to the consulting agreement. The Company hadno amounts due to the consultant as of September 30, 2026.