Summary of Significant Accounting Policies |
12 Months Ended |
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Dec. 31, 2025 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with GAAP. Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, stockholders’ equity, or cash flows. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to the valuation of operating lease right-of-use assets, valuation of clinical trial accruals, payroll accruals, redeemable convertible preferred stock tranche liability, redeemable convertible preferred stock, stock-based compensation and income taxes, which are based on historical and anticipated results and trends, and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fair Value Measurements In accordance with Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), the Company measures fair value based on a three-level hierarchy of inputs, of which the first two are considered observable and the last unobservable. Unobservable inputs reflect the Company’s own assumptions about current market conditions. The three-level hierarchy of inputs is as follows: nLevel 1 - Quoted prices in active markets for identical assets or liabilities. nLevel 2 - Inputs other than level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. nLevel 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. The fair values of cash, cash equivalents, short-term investments, receivables, prepaid expenses and other current assets, accounts payable and accrued expenses are estimated to approximate their respective carrying values as of December 31, 2025 and 2024 due to the short-term maturities of such instruments. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents, such as money market accounts. Substantially all of the Company’s cash and cash equivalents are maintained with various financial institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally insured limit, as well as coverage provided by the Securities Investment Protection Corporation. The fair value of the Company’s cash equivalents was determined using level 1 inputs. Short-Term Investments Short-term investments consist of fixed income U.S. treasury securities and certificates of deposit with maturities primarily between three and twelve months. The U.S. 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 December 31, 2025 and 2024. Amortized cost includes accrued interest of $0.1 million at December 31, 2025. Interest accrued on these investments is reported within the statements of operations as interest income. The amortized cost and fair value of held-to-maturity securities approximated each other at December 31, 2025 and 2024. These short-term investments have maturity dates between three and twelve months. Management believes that they have both the intent and ability to hold these securities until maturity. No held-to-maturity securities were pledged as collateral at December 31, 2025 and 2024. There were no sales or transfers of held-to-maturity securities during the periods presented. The fair value of the Company’s short-term investments was determined using level 2 inputs. Other Receivables Other receivables consist of amounts due from the Internal Revenue Service related to refundable R&D payroll tax credits. Other Current and Non-Current Assets Other current assets consist of deposits and other prepayments for future services expected to be received or consumed within twelve months, while other non-current assets consist of deposits and other prepayments for future services expected to be received or consumed more than twelve months, in each case from December 31, 2025 and 2024, respectively. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. The Company provides for depreciation over estimated useful lives ranging from to five years for all non-leasehold improvement assets using the straight- line method. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repairs and maintenance expenditures that do not significantly add value to property and equipment, or prolong its life, or are below the Company’s capitalization threshold policy, are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in the operating results of the related period within research and development or general and administrative operating expenses, depending on the nature of the underlying asset. Impairment of Long-Lived Assets Long-lived assets, including property and equipment, are reviewed for potential impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. There were no impairment losses recognized during the years ended December 31, 2025 and 2024. Leases The Company determines if an arrangement is or contains a lease and evaluates the classification of that lease at inception of a contract. The Company considers whether it controls the underlying asset and has the right to obtain substantially all the economic benefits or outputs from the asset. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are measured and recorded based on the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease ROU assets are based on the corresponding lease liability adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives under the lease. The Company does not account for renewals or early terminations unless it is reasonably certain to exercise these options at commencement. Operating lease expense is recognized on a straight-line basis over the lease term. The Company accounts for lease and non-lease components as a single lease component for operating leases. The Company elects the short-term practical expedient and does not record leases with terms of twelve months or less on the balance sheets. The Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Company’s incremental borrowing rate was estimated to approximate the interest rate on a collateralized basis with similar terms and payments. The Company determined the incremental borrowing rate by considering various factors, such as its credit rating, interest rates of similar debt instruments of entities with comparable credit rating, and the lease term. Operating lease cost is recognized as a component of general and administrative expenses in the statement of operations. The Company excludes variable payments, such as common area maintenance, and operating expenses such as real estate taxes and insurance, from ROU assets and lease liabilities, to the extent not considered fixed or dependent on an index or specific rate, and instead expenses these costs as incurred. Deferred Offering Costs Deferred equity financing costs are included within non-current assets in the accompanying balance sheets. Such costs are comprised of specific incremental costs directly attributable to the Company's initial public offering of common stock that was completed in February 2026. Such costs were charged against the gross proceeds of the equity offering upon completion (Note 13 - Subsequent Events). As of December 31, 2025, the Company had recorded $2.7 million of deferred equity financing costs related to its offering of securities. As of December 31, 2024, the Company did not have any deferred equity financing costs. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. If the redeemable convertible preferred stock is issued contemporaneously with another freestanding financial instrument, the redeemable convertible preferred stock is recorded at an amount equal to the allocated proceeds. The redeemable convertible preferred stock is recorded outside of stockholders’ deficit because the shares contain a redemption feature upon the occurrence of a deemed liquidation event, the occurrence of which is not solely within the Company’s control because the holders of preferred stock control the Company’s board of directors. The Company has not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares because it is uncertain whether or when a deemed liquidation event would occur that would obligate the Company to pay the redemption amount to holders of shares of redeemable convertible preferred stock. Subsequent adjustments to the carrying values to the liquidation preferences will be made only when it becomes probable that such a deemed liquidation event will occur (Note 4 - Redeemable Convertible Preferred Stock and Stockholders’ Deficit). 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 instrument as the instruments are legally detachable and separately exercisable from the shares of Series C-1 redeemable convertible preferred stock. The Redeemable Convertible Preferred Stock Tranche Liability was issued with, and was calculated at the fair value upon the initial issuance of Series C-1 redeemable convertible preferred stock in July 2023 (the “Redeemable Convertible Preferred Stock Tranche Liability”). 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 statement of operations and comprehensive loss. The Redeemable Convertible Preferred Stock Tranche Liability is measured at level 3 of the fair value hierarchy in accordance with ASC 820. Upon closing of the C-2 redeemable convertible preferred stock tranche in March 2025, the Redeemable Convertible Preferred Stock Tranche Liability was settled (Note 5 - Fair Value Measurements). Research and Development Expenses Research and development costs, which include clinical and regulatory expenses, are expensed when incurred. They typically include, but are not limited to, payroll and personnel expenses, preclinical studies, clinical trials, formulations and materials, laboratory supplies, depreciation on laboratory equipment, temporary laboratory space and consulting costs. At each financial reporting date, the Company accrues the estimated cost of clinical study activities performed by third-party clinical sites with whom the Company has agreements that provide for fees based upon the number of participants enrolled and the clinical evaluation visits that occur over the life of the study. These estimates are determined based upon a review of the agreements and data collected by clinical personnel as to the status of participant enrollment and visits, and are based upon the facts and circumstances known to the Company at each financial reporting date. If the actual performance of activities varies from the assumptions used in the estimates, the accruals are adjusted accordingly. Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are also expensed when incurred. Patent Costs All patent-related costs incurred in connection with the research, filing, maintenance and prosecution of patent applications are expensed as incurred due to the uncertainty about the recovery of these expenditures. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. Stock-based Compensation The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, and restricted stock units to the Company’s employees, directors, and consultants. The exercise price of options granted under the 2019 Plan is based on the fair value of the common stock on the grant date as approved by the Company’s board of directors, and no option shall have a term in excess of ten years from the option grant date. Options vest in various installments as outlined in the related stock option agreements, or as determined by the Company’s board of directors. If an incentive stock option is granted to a participant who, at the time of granting, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company, the incentive stock option will have a term of five years from the date of grant or such shorter term as may be provided in the award agreement and the per share exercise price will be no less than 110% of the fair market value per share of the common stock on the date of grant. The maximum aggregate number of shares that may be subject to awards under the amended and restated 2019 Plan is 4,610,036. This amount has been reserved by the Company to provide for the issuance of shares of the Company’s common stock to employees, directors and consultants under its amended and restated 2019 Plan. The 2019 Plan terminated upon the effectiveness of the Company’s 2026 Equity Incentive Plan in connection with the completion of the Company’s initial public offering, and the Company will not grant any additional awards under the 2019 Plan following its termination (Note 13 – Subsequent Events). However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under our 2019 Plan. Stock-based awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest. Stock-based compensation is recognized on a straight-line basis over the period during which the grantee is required to provide service in exchange for the award, which is generally the vesting period of the award. The Company recognizes forfeitures of stock-based compensation awards as they occur. The determination of fair value requires significant judgment and the use of estimates, which include Black-Scholes assumptions such as stock price volatility and expected option term. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income/loss for federal and state income tax reporting purposes. A valuation allowance is recorded against deferred tax assets to reduce the net carrying value when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive and negative evidence. Factors reviewed include projections of pretax book income for the foreseeable future, determination of cumulative pretax book income after permanent differences, earnings history and reliability of forecasting. The Company’s net deferred tax assets as of December 31, 2025, consist principally of net operating losses and section 174 research and experimentation expenditure capitalization. The Company provided a 100% valuation allowance for the tax effect of deferred tax assets, and as a result, no benefit for income taxes has been provided in the accompanying statements of operations. The Company established a valuation allowance because management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized. 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 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. The Company follows the accounting guidance on accounting for uncertainty in income taxes. The guidance prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As applicable, the Company recognizes accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes. The Company has not recognized interest or penalties in its statement of operations and comprehensive loss for the years ended December 31, 2025, and 2024. Net Loss Per Share of Common Stock Basic net loss per share is based on the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is based on the average number of shares of common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of dilutive securities. For purposes of the diluted net loss per share of common stock, stock options and the redeemable convertible preferred stock are potentially dilutive securities. Redeemable convertible preferred stock participates pari passu in the dividends distributed to common stock. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends, but does not contractually require the holders of such shares to participate in the Company’s losses. Accordingly, basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security. As the Company has reported a net loss for the periods presented, the losses are not allocated to such participating securities and as a result, diluted net loss per share is the same as basic net loss per share. Recently Issued Accounting Pronouncements Adopted In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public entities, on an annual basis, to provide: a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories, and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. For each annual period presented, ASU 2023-09 also requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). ASU 2023-09 is effective for public entities and for other entities for fiscal years beginning after December 15, 2024 and December 15, 2025, respectively. ASU 2023-09 is to be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. While the Company qualifies as an emerging growth company and qualifies to take advantage of the extended transition period for complying with new or revised accounting standards, the Company elected to early adopt ASU 2023-09 for the fiscal year beginning January 1, 2025 on a prospective basis. Recently Issued Accounting Pronouncements Not Yet Adopted 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” (“ASU 2024-03”), which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the statement of operations and comprehensive loss. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively or retrospectively. The Company is currently evaluating the impact that ASU 2024-03 will have on its financial statements. The Company considers the applicability and impact of all ASUs issued by the FASB. There are no other accounting pronouncements which have been issued but are not yet effective that would have a material impact on the Company’s financial statements when adopted.
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