10. SUBSEQUENT EVENTS

April 2026 Private Placement

On April 15, 2026 we entered into a securities purchase agreement with certain institutional and accredited investors, or Investors, pursuant to which we sold and issued to the Investors in a private placement an aggregate of (i) 49,418,069 shares, or shares, our common stock, and, in lieu of shares of our common stock for an Investor, pre-funded warrants to purchase up to 100,500 shares of our common stock, or pre-funded warrant shares, and (ii) accompanying warrants, or common warrants, to purchase up to 49,518,569 shares of our common stock or pre-funded warrants to purchase shares of our common stock, or common warrant shares, at a collective purchase price of (a) $3.635 per combination of shares and accompanying common warrants or (b) $3.634 per combination of pre-funded warrants and accompanying common warrants.

Each pre-funded warrant has an exercise price of $0.001 per pre-funded warrant share. The pre-funded warrants are exercisable at any time after their original issuance, subject to certain ownership limitations, and will not expire.

Each common warrant will be exercisable at an exercise price of $3.51 per common warrant share. The common warrants are exercisable at any time after the date of issuance, subject to certain ownership limitations, and will expire on the later of the twentieth business day following (i) the date on which we publicly announce that the FDA has approved cytisinicline for smoking cessation in adults, or FDA Approval, and (ii) the date on which we notify the common warrant holders of the FDA Approval, provided that if a common warrant is not fully exercisable because we have insufficient authorized and unreserved shares of our common stock at the time of the public announcement of the FDA Approval, the common warrant will be exercisable for two years following the date on which we obtain stockholder approval for an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock.

A holder of common warrants or pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99%, 9.99% or 19.99%, at the election of the holder (provided that no holder may beneficially own more than 19.99%), or the Ownership Limitation, of the number of shares of our common stock outstanding immediately after giving effect to such exercise. A holder of common warrants or pre-funded warrants may generally increase or decrease the Ownership Limitation by providing at least 61 days’ prior notice to us. A holder of common warrants or pre-funded warrants also may not exercise the common warrants or pre-funded warrants, as applicable, for shares of our common stock if we do not have sufficient authorized and unissued shares of our common stock to issue such shares of our common stock upon exercise.

We received gross proceeds of approximately $180.0 million from the private placement, before deducting placement agent fees and other expenses. We estimate net proceeds to be approximately $168.6 million after deducting estimated placement agent fees and other expenses of approximately $11.4 million.

In connection with the private placement, on April 15, 2026, the Board appointed Andrew D. Goldberg, M.D. as our Chief Executive Officer and President, and as a member of the Board, effective April 18, 2026. In connection with his appointment, the Board granted Dr. Goldberg the following equity awards: (i) 1,800,965 RSUs, vesting as to 25% of the total award on the anniversary of April 18, 2026 and thereafter in substantially equal quarterly installments on the twelve quarterly anniversaries; (ii) a stock option to purchase 3,601,929 shares of our common stock at an exercise price $4.25 per share, vesting as to 25% of the total award on the anniversary of April 18, 2026 and thereafter in substantially equal monthly installments; and (iii) 11,706,270 PRSUs that will vest based on achievement of eight share price milestones ranging from 2x to 9x of a reference price, in whole or in part, upon achievement of certain financial performance conditions, and in all cases subject to Dr. Goldberg’s continued employment through such achievement. The shares subject to each award are eligible for accelerated vesting pursuant to Dr. Goldberg’s employment agreement.

Also in connection with the private placement, the Board appointed two additional members of the Board, Lucian Iancovici, M.D. and Aaron Royston, M.D., designated by TPG Life Sciences Innovations and venBio Partners, respectively.