SpyGlass Pharma, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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Mar 31, 2026 · Filed May 14, 2026
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Notes to Condensed Financial Statements
Notes to Condensed Financial Statements (Unaudited)
- Description of Business
Business
SpyGlass Pharma, Inc. (the Company) was incorporated on January 7, 2019. The Company is a late-stage biopharmaceutical company and has initiated its Phase 3 clinical trials for its lead product, an IOL mounted, controlled release, drug delivery system intended to treat glaucoma through the delivery of the drug bimatoprost.
Reverse Stock Split
The Company’s board of directors and stockholders approved a one-for-5.7329 reverse stock split effective on January 28, 2026 of its issued and outstanding common stock, Series A, Series B, Series C-1, Series C-2, and Series D redeemable convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the effects of the reverse stock split. The authorized shares and par value of the common stock and preferred stock remained unchanged as a result of the reverse stock split. As the number, issuance price, and conversion price of all outstanding preferred stock were adjusted, the conversion ratios for each series of the Company’s preferred stock were unchanged. Additionally, the number of shares of common stock underlying outstanding stock options were proportionately reduced and the respective exercise prices were proportionately increased in accordance with the terms of the appropriate agreements.
Initial Public Offering of Common Stock
On February 9, 2026, the Company closed its initial public offering (IPO) of 10,781,250 shares of common stock, which included the exercise in full of the underwriters’ option to purchase 1,406,250 additional shares of common stock, at a public offering price of $16.00 per share. The aggregate gross proceeds from the offering were $172.5 million, before deducting underwriting discounts and commissions and other offering expenses. Upon the pricing of the IPO, on February 5, 2026, the Company granted 1,312,044 options to purchase shares of common stock at the public offering price under the Company’s 2026 Equity Incentive Plan (the 2026 Plan), which became effective in connection with the IPO of common stock. The Company’s 2019 Equity Incentive Plan (the 2019 Plan) terminated upon the effectiveness of the 2026 Plan, and the Company will not grant any additional awards under the 2019 Plan following its termination. However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under our 2019 Plan.
Risks, uncertainties, going concern and management’s plans
The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the availability of future financing; the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s drug candidates if approved; the performance of third-party clinical research organizations and manufacturers; licenses of intellectual property; future development of intellectual property; litigation or claims against the Company, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support commercial operations. In addition, significant changes in the biotechnology industry or the approval of competitive products or therapies could adversely affect the Company’s development and operating results.
The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern. To date, the Company has relied on equity financing to fund its operations. The Company has an accumulated deficit of $118.5 million as of March 31, 2026, and used cash in operations of $13.5 million during the three months ended March 31, 2026. While the Company has no revenue-generating activities, working capital totaled $246.7 million as of March 31, 2026.
Successful completion of development of the Company’s initial commercial products is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial obligations. The Company will require substantial additional capital to fund its research and development and ongoing operating expenses. The Company expects to seek additional funding through equity financings, debt financings or other sources. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any future financing may adversely affect the holdings or the rights of the Company’s existing stockholders. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce or eliminate its research and development.
In February 2026, the Company completed the IPO of its common stock, with aggregate gross proceeds from the offering of $172.5 million, before deducting underwriting discounts and commissions and other offering expenses. As of the issuance of these interim financial statements, management believes the Company’s existing cash, cash equivalents, and short-term investments provide sufficient liquidity to continue as a going concern for the next twelve months. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The condensed financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.
- Summary of Significant Accounting Policies
Basis of Presentation
The condensed financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with GAAP.
The condensed interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position at March 31, 2026 and the results of its operations and its cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are also unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any other subsequent interim period. The accompanying condensed balance sheet at December 31, 2025 was derived from the Company’s audited annual financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025; however, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed financial statements.
The significant accounting policies and estimates used in the preparation of the accompanying condensed financial statements are described in the Company’s audited financial statements for the year ended December 31, 2025. There have been no material changes to the Company’s accounting policies during the three months ended March 31, 2026. Additionally, there have been no updates to the Company’s evaluation of recently issued accounting standards since the issuance of the Company’s audited financial statements for the year ended December 31, 2025.
- Property and Equipment
Property and equipment, net consisted of the following at March 31, 2026 and December 31, 2025:
| (in thousands) | March 31, 2026 | December 31, 2025 |
|---|---|---|
| Machinery and equipment | $2,125 | $2,098 |
| Construction in progress - machinery and equipment | 864 | 393 |
| Furniture and fixtures | 96 | 96 |
| Computers and hardware | 108 | 108 |
| Software | 99 | 99 |
| Leasehold improvements | 622 | 622 |
| Construction in progress - leasehold improvements | 263 | 37 |
| Property and equipment, gross | 4,177 | 3,453 |
| Less: accumulated depreciation | (1,432) | (1,114) |
| Property and equipment, net | $2,745 | $2,339 |
Depreciation expense for the three months ended March 31, 2026 and 2025 was $0.3 million and $0.1 million respectively, and was allocated as follows:
| (in thousands) | March 31, 2026 | March 31, 2025 |
|---|---|---|
| Research and development | $301 | $106 |
| General and administrative | 17 | 18 |
| Depreciation expense | $318 | $124 |
There wereno gains or losses on dispositions of property and equipment for the three months ended March 31, 2026 and 2025. Additionally, there wereno impairment losses recognized during the three months ended March 31, 2026 and 2025.
- Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
In connection with the Company's IPO on February 9, 2026, all outstanding shares of the Company’s redeemable convertible preferred stock automatically converted into shares of common stock at the applicable conversion ratio then in effect. The Company's outstanding shares of preferred stock were converted into 20,341,968 shares of common stock. As a result of the conversion, as of March 31, 2026, there wereno authorized, issued or outstanding shares of redeemable convertible preferred stock.
Common Stock
As of March 31, 2026, the Company had authorized 1,000,000,000 shares of common stock with a par value of $0.00001, and as of December 31, 2025, the Company had authorized 154,383,336 shares of common stock with a par value of $0.00001. As of March 31, 2026 and December 31, 2025,33,432,555 and 2,203,620 shares of common stock were issued and outstanding, respectively.
The Company repurchased 174,432 shares of its common stock at $8.31 per share in June 2025. The repurchased common stock was retired and returned to the status of authorized and unissued shares.
Redeemable Convertible Series A Preferred Stock
As of December 31, 2025, the Company had authorized 5,483,956 shares of Series A redeemable convertible preferred stock (Series A) with a par value of $0.00001.956,575 shares of Series A were issued and outstanding as of December 31, 2025.
Prior to 2024, the Company entered into a Series A Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series A to investors. The financing provided for multiple closings and was completed in May 2019 whereby an aggregate amount of 956,575 shares of Series A were sold and issued at a purchase price of $6.31 per share for an aggregate purchase price of $6.0 million in cash. Related issuance costs for the Series A aggregated to $0.1 million.
Redeemable Convertible Series B Preferred Stock
As of December 31, 2025, the Company had authorized 21,317,825 shares of Series B redeemable convertible preferred stock (Series B) with a par value of $0.00001.
Prior to 2024, the Company entered into a Series B Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series B to investors at a purchase price of $7.40 per share. As of December 31, 2025,3,718,503 shares of Series B were issued and outstanding. Gross cash proceeds raised from Series B totaled $27.5 million. Related issuance costs for the Series B aggregated to $0.2 million.
Redeemable Convertible Series C Preferred Stock
In July 2023, the Company entered into a Series C Preferred Stock Purchase Agreement which provided for the sale and issuance of the Company’s Series C redeemable convertible preferred stock intwo tranches, Series C-1 and Series C-2, to investors at a purchase price of $8.11 per share and $10.14 per share, respectively. As of December 31, 2025,4,933,836 shares of Series C-1 were issued and outstanding. Gross cash proceeds raised from Series C-1 totaled $40.0 million and were issued contemporaneously with the execution of the Series C Preferred Stock Purchase Agreement. The Company completed the issuance of the Series C-2 in March 2025. Gross cash proceeds raised from the issuance of 4,933,589 Series C-2 shares totaled $50.0 million. Related issuance costs for the Series C totaled $0.3 million from the original issuance in 2023 and an additional $20,772 in 2025 in conjunction with the Series C-2 issuance aggregating to $0.3 million.
Redeemable Convertible Preferred Stock Tranche Liability
The Company determined the right of the investors to purchase shares of Series C-2 redeemable convertible preferred stock at a fixed cash issuance price per share at a future date met the definition of a freestanding financial instrument as the instrument is legally detachable and separately exercisable (the Redeemable Convertible Preferred Stock Tranche Liability) from the shares of Series C-1 Preferred Stock. The Redeemable Convertible Preferred Stock Tranche Liability was recognized at fair value upon the issuance of the Series C-1 redeemable convertible preferred stock in July 2023. The Redeemable Convertible Preferred Stock Tranche Liability was subject to remeasurement at each balance sheet date, with changes in fair value recognized within other income (expense) in the condensed statement of operations and comprehensive loss. The Redeemable Convertible Preferred Stock Tranche Liability was measured at level 3 of the fair value hierarchy in accordance with ASC 820. Upon closing of the Series C-2 preferred stock tranche in March 2025, the Redeemable Convertible Preferred Stock Tranche Liability was settled.
Redeemable Convertible Series D Preferred Stock
In May 2025, the Company entered into a Series D Preferred Stock Purchase Agreement which provides for the sale and issuance of the Company’s Series D redeemable convertible preferred stock (Series D) to investors at a purchase price of $13.34. As of December 31, 2025,5,799,465 shares of Series D were issued and outstanding. Gross cash proceeds raised from Series D in the initial closing in May 2025 totaled $75.0 million and were issued contemporaneously with the execution of the Series D Preferred Stock Purchase Agreement. Gross proceeds raised from the Series D in the subsequent closing in June 2025 totaled $2.3 million. Related issuance costs for the Series D totaled $0.3 million from the original issuance and an additional $5,254 in the subsequent issuance aggregating to $0.3 million.
Redeemable convertible preferred stock consisted of the following at December 31, 2025:
| (in thousands, except share data) | Redeemable Convertible Preferred Stock | ||
|---|---|---|---|
| As of December 31, 2025 | Shares | Amount | Aggregate Liquidation Preference |
| Series A preferred stock | 956,575 | $5,465 | $6,032 |
| Series B preferred stock | 3,718,503 | 27,321 | 27,500 |
| Series C-1 preferred stock | 4,933,836 | 39,760 | 40,010 |
| Series C-2 preferred stock | 4,933,589 | 54,932 | 50,010 |
| Series D preferred stock | 5,799,465 | 77,059 | 77,326 |
| Total redeemable convertible preferred stock | 20,341,968 | $204,537 | $200,878 |
The Company completed its IPO on February 9, 2026. In connection with the IPO, all outstanding shares of redeemable convertible preferred stock converted into an aggregate of 20,341,968 shares of common stock. As a result, no shares of redeemable convertible preferred stock remain outstanding as of March 31, 2026.
For a description of the rights, preferences and privileges of the redeemable convertible preferred stock prior to its conversion, refer to Note 4 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
- Fair Value Measurements
The Company’s assets and liabilities that are measured at fair value on a recurring basis include the following as of March 31, 2026 and December 31, 2025, set forth by level within the fair value hierarchy:
| As of March 31, 2026 | ||||
|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Money market funds | $9,501 | $— | $— | $9,501 |
| Short-term investments | — | 12,100 | — | 12,100 |
| Total Assets | $9,501 | $12,100 | $— | $21,601 |
| As of December 31, 2025 | ||||
|---|---|---|---|---|
| (in thousands) | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||
| Money market funds | $9,416 | $— | $— | $9,416 |
| Short-term investments | — | 11,078 | — | 11,078 |
| Total Assets | $9,416 | $11,078 | $— | $20,494 |
The fair value of the Redeemable Convertible Preferred Stock Tranche Liability was based on significant inputs not observable in the market, which represent a level 3 measurement within the fair value hierarchy. The fair value of the Redeemable Convertible Preferred Stock Tranche Liability was determined using a Monte Carlo simulation forecasting the timing and likelihood of certain development milestone events being achieved and discounting the probability adjusted payments using an appropriate discount rate based on market interest rates. The main assumptions when determining the fair value of the Redeemable Convertible Preferred Stock Tranche Liability is the timing of and probability of achieving certain milestones, the estimated volatility of the Company’s common stock, and the discount rate. The estimated fair value presented is not necessarily indicative of an amount that could be realized in a current market exchange. The use of alternative inputs and estimation methodologies could have a material effect on these estimates of fair value.
The following table reflects the fair value of the Company's level 3 Redeemable Convertible Preferred Stock Tranche Liability for the three months ended March 31, 2025:
| (in thousands) | |
|---|---|
| Fair value of the Redeemable Convertible Preferred Stock Tranche Liability as of December 31, 2024 | $3,417 |
| Change in fair value of the Redeemable Convertible Preferred Stock Tranche Liability in March 2025 | 1,526 |
| Settlement of tranche in March 2025 | (4,943) |
| Fair value of the Redeemable Convertible Preferred Stock Tranche Liability as of March 31, 2025 | $— |
Short-term investments consist of fixed income U.S. treasury securities and certificates of deposit with maturities primarily between three and twelve months. The United States Treasury securities and Certificate of Deposit investments are classified as held-to-maturity and are reported at amortized cost, plus any additional costs incurred, as of March 31, 2026 and December 31, 2025. The amortized cost and fair value of held-to-maturity securities approximated each other at March 31, 2026 and December 31, 2025.
During the three months ended March 31, 2026 and 2025, there were no transfers between level 1, level 2 and level 3.
- Equity Based Compensation
Stock-based compensation expense is included in the accompanying condensed statements of operations and comprehensive loss and is allocated to operating expenses based on the function of the related employee. Total stock-based compensation expense for the three months ended March 31, 2026 and 2025 was $1.7 million and $0.3 million, respectively. Of these amounts, $0.6 million and $0.1 million were recorded to research and development expenses and $1.1 million and $0.2 million were recorded to general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively.
The fair value of each option grant during the three months ended March 31, 2026 and 2025 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 · 2025 | ||||||
| Expected volatility | 78 | - | 79% | 60% | ||
| Dividend yield | 0% | 0% | ||||
| Risk free interest rates | 3.87 | - | 3.97% | 4.11 | - | 4.16% |
| Expected term (years) | 6.5 | - | 7 | 6 | - | 7 |
Expected volatility – Since the Company does not have sufficient stock price history, the expected volatility is calculated based on the average volatility for a peer group of companies in the industry and a similar stage of development in which the Company does business.
Dividend yield ofzero – The Company has not, and does not, intend to pay, dividends.
Risk-free interest rates – The Company applies the risk-free interest rate based on the U.S. Treasury yield for the expected term of the option.
Expected term - For employee and non-employee stock options, the Company calculated the expected term as the average of the contractual term of the option and the vesting period.
The estimated fair value of the Company’s Common Stock was determined by the Company’s management and board of directors and considered valuation estimates from a qualified, independent third-party valuation firm.
Stock Option Activity
A summary of stock option activity for the three months ended March 31, 2026 is as follows:
| (in thousands, except share and per share data) | Number of Shares Underlying Options | Weighted Average Exercise Price | Aggregate Intrinsic Value |
|---|---|---|---|
| Outstanding at January 1, 2026 | 3,405,906 | $4.64 | $19,279 |
| Granted | 1,325,644 | 16.11 | |
| Cancelled / Expired | — | — | |
| Exercised | (105,717) | 0.52 | |
| Outstanding at March 31, 2026 | 4,625,833 | $8.02 | $82,770 |
| Vested and expected to vest at March 31, 2026 | 4,625,833 | $8.02 | $82,770 |
The following table summarizes information concerning outstanding and exercisable stock options at March 31, 2026:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | |
|---|---|---|---|
| Outstanding at March 31, 2026 | 4,625,833 | $8.02 | 9.00 |
| Exercisable at March 31, 2026 | 860,703 | $2.07 | 7.57 |
The aggregate intrinsic value of exercisable options at March 31, 2026 was $20.5 million. As of March 31, 2026, unrecognized compensation cost related to non-vested options was $27.4 million, and the weighted average period over which this amount is expected to be recognized is 2.9 years. The weighted average grant date fair value of stock options granted during the three months ended March 31, 2026 and 2025 was $11.86 per share and $4.38 per share, respectively.
- Commitments and Contingencies
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and short-term investments. Management mitigates such potential risks by maintaining the Company’s cash equivalents and short-term investment balances with entities that management believes possess high-credit quality. As of March 31, 2026 and December 31, 2025, the Company had $49.0 million and $18.9 million, respectively, on deposit that was not federally-insured or insured by the Securities Investor Protection Corporation.
University of Colorado License Agreement
In March 2020, the Company entered into a license agreement with the Regents of the University of Colorado, which was amended in December of 2020, May of 2023 and October of 2025, under which the Company obtained an exclusive, royalty-bearing, sublicensable, worldwide license under a patent application co-owned by the University of Colorado and the Company relating to an intra-ocular drug dispenser and all patents claiming priority to such patent to develop, manufacture, and commercialize products for use in the treatment of various ophthalmic diseases. The Company has the right to grant sublicenses to third parties.
The Company is required to reimburse the University of Colorado for costs incurred in applying and maintaining patents, which are recorded as a research and development expense as incurred. The Company is also required to pay the maintenance fees on an annual basis as each of the anniversary dates from the effective date. The Company expenses this annual license fee to research and development. The Company is required to make payments to the University of Colorado for contingent milestones achieved in the development and commercialization process. The future contingent milestone payments under the Agreements made prior to FDA approval (or the equivalent) are considered contingent upon future research and development outcomes and will be expensed to research and development when issuable. If milestones are achieved, the milestone payment related to FDA approval and any subsequent milestone payments will be capitalized. In addition, the Company is required to pay future royalty payments. The future royalty payments are contingent consideration and should be recorded when payment is probable and estimable. These payments will only be made if commercialization of the Licensed Product(s) is achieved. Therefore, the Company will record royalty payable if or when commercialization is completed and revenues associated with the Licensed Product are estimable and probable. Additionally, the Company must pay the University of Colorado a percentage of the sublicense income received if the Company decides to sublicense their rights to the Licensed Patents.
The Company recorded research and development expense in the amount of $0.1 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively, under the agreement.
Legal Proceedings
From time to time, the Company may be involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with GAAP, loss contingencies are accrued when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are based on an analysis made by management and external legal counsel considering information known at the time.
On September 17, 2025, Glaukos Corporation (Glaukos) filed a lawsuit in the United States District Court for the Central District of California against the Company and against one of its employees (together, the Defendants) (Case No. 8:25-cv-02105) (the Complaint). Glaukos asserted two causes of action against the Company: trade secret misappropriation under the federal Defend Trade Secrets Act, and a similar claim under California’s unfair competition statute. Glaukos asserted three claims against the employee: breach of contract, fraud regarding employee exit documentation, and a violation of the Computer Fraud and Abuse Act. The Complaint requests customary remedies, including (a) a judgment that the Company misappropriated Glaukos’ trade secrets, (b) seizure of Defendants’ computers to arrange for the deletion of any of Glaukos’ trade secrets, (c) a temporary, preliminary and permanent injunction against the Defendants from the use of certain intellectual property, (d) damages, (e) attorneys’ fees, (f) interest on any foregoing sums, and (g) any relief as the court deems just and equitable, which could include future royalty payments. Although the Company believes it has meritorious defenses, vehemently denies the allegations and intends to defend the case vigorously, the outcome of this matter is inherently uncertain. Based on management’s review of the facts and circumstances currently available, the Company does not believe that a loss is probable, and no accrual has been recorded related to this matter as of March 31, 2026 and December 31, 2025.
Legal costs in connection with loss contingencies are generally expensed as incurred, net of insurance reimbursements as applicable. Insurance reimbursements related to such legal costs are recognized when realized or when recovery is probable and reasonably estimable, and are presented as a reduction of the related legal expense. Legal costs that are contingent upon the outcome of a proceeding are recognized upon resolution of the matter.
Guarantees and Indemnifications
In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for certain indemnifications. The Company’s exposure under these agreements is unknown because any such claims may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2026 and December 31, 2025, the Company does not have any material indemnification claims that were probably or reasonably possible and consequently have not recorded related liabilities.
Leases
The Company has entered intotwo operating lease agreements for office and lab space in Aliso Viejo, California. The Company entered into a lease termination agreement on December 1, 2023 and subsequently reinstated the lease on October 1, 2024 for a 12 month period where the Company elected the short-term lease practical expedient and expenses lease cost on a straight line basis. The Company entered into a new lease on January 1, 2024 with a noncancelable period of 90 months, an early termination option with a substantive penalty, and afive-year renewal option. The Company did not include the termination or renewal option in considering the lease term as the Company determined it was not likely to exercise the option. The lease was classified as an operating lease in accordance with the provisions of ASC 842, “Leases”, and discounted using an estimated incremental borrowing rate of 6.52%.
On November 22, 2025, the Company entered into a lease termination agreement related to its office and lab space in Aliso Viejo, California due to the necessity of additional space for operational needs. Under the terms of this agreement, the Company expects to terminate the lease no later than July 2026. Additionally, on November 22, 2025, the Company entered into a new operating lease agreement for office and lab space in Irvine, California. The new lease commenced on December 1, 2025 with a noncancelable period of 91 months, with afive-year renewal option, and no early termination option. The Company did not include the renewal option in considering the lease in accordance with the provisions of ASC 842 as the Company determined it was not likely to exercise the option, and discounted using an estimated incremental borrowing rate of 6.42%. The Company’s operating leases do not contain any significant residual value guarantees or restrictive covenants.
Additional balance sheet information related to the operating leases at March 31, 2026 and December 31, 2025 are as follows:
| (in thousands) | March 31, 2026 | December 31, 2025 |
|---|---|---|
| ROU asset | $1,490 | $1,552 |
| Lease liabilities, current | — | — |
| Lease liabilities, non-current | 1,607 | 1,582 |
The components of operating lease expense for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended | ||
|---|---|---|
| (in thousands) | March 31, 2026 | March 31, 2025 |
| Operating lease cost (net of lease modification) | $88 | $161 |
| Short-term and variable lease cost | 1 | 31 |
Variable lease costs were immaterial for the three months ended March 31, 2026 and 2025. Rent expense for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.2 million, respectively.
Supplemental cash flows information related to leases for the three months ended March 31, 2026 and 2025 were as follows:
| Three Months Ended | ||
|---|---|---|
| (in thousands) | March 31, 2026 | March 31, 2025 |
| Cash paid for amounts included in the measurement of operating lease liabilities | $1 | $201 |
| ROU asset in exchange for lease liability | $— | $— |
| Weighted average remaining lease term (years) | 7.25 | 6.25 |
| Weighted average discount rate | 6.42% | 6.52% |
- Income Taxes
The provision for income taxes primarily relates to projected federal and state income taxes calculated on the projected taxable income for the period. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income as well as statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter.
As per ASC 740-270, the Company’s interim tax provision is computed based on the estimated annual effective tax rate approach. The estimated annual effective tax rate approach is used to determine the tax related to ordinary income unless certain exceptions apply. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company’s review of all positive and negative evidence, the Company continues to have a full valuation allowance on its deferred tax assets as of March 31, 2026.
The Company accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in condensed financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Additionally, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefit recognized in the condensed financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. Accordingly, the Company establishes reserves for uncertain tax positions.
There wasno income tax provision for each of the three months ended March 31, 2026 and 2025. The effective tax rate was 0% for each of the three months ended March 31, 2026 and 2025, and differs from the statutory federal income tax rate due to the deferred tax assets being subject to a full valuation allowance.
On July 4, 2025, the “One Big, Beautiful Bill Act” (OBBBA) was signed into federal law. The OBBBA included multiple provisions applicable to U.S. income tax for businesses, including bonus depreciation for qualified tangible property, immediate expensing of research expenditures, and updates to the calculation of disallowed interest. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The OBBBA provisions have an immaterial effect on the Company’s estimated annual effective tax rate and the condensed financial statements due to the full valuation allowance.
- Related Party Transactions
Dr. Malik Y. Kahook, the Company’s co-founder, board chair, and chief medical officer, is a party to a services agreement with the Company and the University of Colorado Medicine, pursuant to which he provides services to the Company in connection with the responsibilities associated with his positions. Such service expenses are recorded within general and administrative operating expenses given the executive management and corporate governance related nature of Dr. Kahook’s positions. In conjunction with this agreement, the Company paid the University of Colorado Medicine $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively. The terms of the services agreement, which automatically renews each year, were approved by the Company’s board of directors. $43,005 and $24,995 was payable to the University of Colorado Medicine under this agreement as of March 31, 2026 and December 31, 2025, respectively.
- Defined Contribution Plan
The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees who meet minimum age and eligibility requirements and allows participants to defer a portion of their annual compensation on a pretax and/or after-tax basis. Company contributions to the plan may be made at the discretion of the Company’s board of directors. There wereno contributions made by the Company during each of the three months ended March 31, 2026 and 2025.
- Segment Information
The Company operates as a single reportable and single operating segment in the development of the treatment paradigm for patients living with chronic eye conditions through long-acting, sustained drug delivery of approved medicines. The Company has not generated revenues since inception. The Company’s chief operating decision maker (CODM) is its chief executive officer. The CODM reviews financial information on a basis consistent with the information presented in the condensed financial statements for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company’s CODM uses operating loss as the measure to evaluate the segment’s operating performance and to monitor budgeted to actual expenditures associated with capital projects. The measure of segment assets is reported on the Company’s condensed balance sheets as total assets.
During the current period, the Company modified its internal reporting structure and the information provided to its CODM. As a result, the CODM does not review or utilize more disaggregated expense information for purposes of assessing segment performance or allocating resources. Accordingly, disaggregated expense information previously presented is no longer provided, and the Company has not presented additional disaggregated expense information for its reportable single operating segment beyond the expense categories presented in the condensed statements of operations and comprehensive loss.
- Net Loss Per Share
The following table sets forth the computation of basic and diluted net loss per share of common stock. Diluted net loss per share considers the more dilutive of the two-class method and if-converted method. The Company’s potentially dilutive securities 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 shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands, except share and per share data) | 2026 | 2025 |
| Net loss and comprehensive loss | $(13,818) | $(8,823) |
| Basic and diluted weighted-average shares outstanding | 19,927,848 | 2,229,637 |
| Basic and diluted net loss per share | $(0.69) | $(3.96) |
As of March 31, 2026, the Company’s stock-based compensation awards could have the most significant impact on diluted shares should the instruments represent dilutive instruments. However, securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price of stock options exceeds the average closing price of the Company’s shares of common stock during the period, because their inclusion would result in an anti-dilutive effect on the per share amounts.
The following amounts were not included in the calculation of net loss per diluted share for the periods presented because their effects were anti-dilutive:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Stock options | 4,625,833 | 1,556,748 |
| Redeemable convertible preferred stock | — | 14,542,503 |
| Total | 4,625,833 | 16,099,251 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.