Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, on January 23, 2026 (the “Closing Date”), the Company completed the acquisition of all of the outstanding equity of Astria and Merger Sub merged with and into Astria, with Astria surviving as a wholly owned subsidiary of the Company (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Astria common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.59 of a share of the Company’s common stock, par value $0.01 per share (and, if applicable, cash in lieu of fractional shares), and (ii) $8.55 in cash, without interest, subject to certain adjustments and applicable withholding taxes. Holders of Astria’s Series X Convertible Preferred Stock, warrants, and certain options were also entitled to certain consideration, as further set forth in the Merger Agreement.

The Company accounted for the Merger as an asset acquisition in accordance with ASC Topic 805, Business Combinations, as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the in-process research and development asset related to navenibart (the “IPR&D – navenibart” asset). Accordingly, the total cost of the asset acquisition, including direct transaction costs incurred by the Company in connection with the Merger, was allocated to the assets acquired and liabilities assumed on a relative fair value basis.


Equity consideration1	$	251,655
Cash consideration	608,633
Direct transaction costs	14,025
Total purchase price	$	874,313

Assets acquired and liabilities assumed:
Cash and cash equivalents	$	130,588
Short-term investments	63,033
Trade receivables	1,980
Prepaid expenses and other current assets	5,547
Property and equipment	642
Other assets	14,417
Right of use asset	4,198
IPR&D - navenibart	705,267
Assembled workforce	600
Accounts payable	(22,627)
Accrued expenses	(10,146)
Operating lease liabilities, current	(1,249)
Deferred revenue, current	(4,598)
Operating lease liabilities, net of current portion	(2,949)
Deferred revenue, net of current portion	(10,390)
Net assets acquired	$	874,313
1 Consists of the issuance of 37,282 shares of the Company’s common stock multiplied by the Company’s common stock closing price of $6.75 per share on January 22, 2026.

The entire amount allocated to the IPR&D – navenibart asset was expensed in accordance with ASC Topic 730, Research and Development. Of the total value ascribed to the IPR&D – navenibart asset, $7,506 related to direct transaction costs incurred prior to the transaction close and were recorded in selling, general and administrative expense in the Consolidated Statement of Comprehensive Income (Loss) for the year ended December 31, 2025. The remaining value ascribed to the IPR&D – navenibart asset of $697,761 was recognized in acquired in-process research and development in

the Condensed Consolidated Statement of Comprehensive Income (Loss) for the six months ended June 30, 2026. The amount allocated to the assembled workforce was amortized over two months to reflect the estimated benefit derived from that asset which resulted in amortization expense of $600 being recognized in research and development expense in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the six months ended June 30, 2026.

In connection with the Merger, the vesting of outstanding in-the-money Astria stock options was accelerated and the options were cancelled in exchange for a cash payment equal to the product of the difference between $13.00 and the option’s exercise price and the number of shares underlying the option, for total consideration of $43,403. Options with an exercise price equal to or exceeding $13.00 were cancelled for no consideration. The total consideration was allocated between the portion attributable to pre‑combination service, not to exceed the fair value of the underlying options, and the portion attributable to post‑combination service. The amount attributable to pre‑combination service was measured based on the fair value of the options immediately prior to cash settlement, totaling $14,274, and was included in the total purchase price as cash consideration. The remaining $29,129 was attributable to post-combination service, of which $10,709 was recognized in research and development expense and $18,420 was recognized in selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the six months ended June 30, 2026.

Concurrent with the Closing Date, the Company entered into separation agreements with certain Astria employees. The Company recognized $11,927 of costs associated with the separation agreements during the six months ended June 30, 2026, of which $3,954 was recognized in research and development expense and $7,973 was recognized in selling, general and administrative expense in the Condensed Consolidated Statement of Comprehensive (Loss) Income for the six months ended June 30, 2026. The following table summarizes the accrued liability activity recorded in connection with the separation agreements for the six months ended June 30, 2026:


Balance at December 31, 2025	$	—
Workforce reduction expense recorded during the three months ended March 31, 2026	11,927
Amounts paid during the three months ended March 31, 2026	(2,871)
Balance at March 31, 2026	$	9,056
Amounts paid during the three months ended June 30, 2026	(3,900)
Balance at June 30, 2026	$	5,156