8. Stockholders’ Equity and Stock-Based Compensation

Stockholders’ Equity

Under the Amended and Restated Certificate of Incorporation dated July 22, 2024, the Company had a total of 710,000,000 shares of capital stock authorized for issuance, consisting of 700,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of preferred stock, par value of $0.0001 per share. Additionally, the Company has authorized 84,556 shares reserved under the terms specified as part of the Company’s Pledge 1% Movement commitment, in support of its corporate social responsibility and philanthropic pursuits.

Pre-Funded Warrants

In conjunction with the May 2026 Offering, the Company issued Pre-Funded Warrants, in lieu of common stock to certain investors, to purchase 2,170,138 shares of the Company’s common stock. The purchase price for the Pre-Funded Warrants was $11.5199 per Pre-Funded Warrant, which equals the per share public offering price for the shares of common stock less the $0.0001 exercise price for each such Pre-Funded Warrant. Given that the Pre-Funded Warrants are indexed to the Company’s own shares of common stock (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the warrants as additional paid-in capital on the Company’s unaudited condensed balance sheets.

The Pre-Funded Warrants are exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the Pre-Funded Warrant if the holder would beneficially own more than 4.99% (or 9.99% together with its affiliates and other attribution parties), of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.

As of June 30, 2026, there were 2,170,138 Pre-Funded Warrants outstanding.

At-the-Market Offering Program

In August 2025, the Company entered into a sales agreement (the Sales Agreement) with Leerink Partners LLC (the Agent), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $11,950,000 in “at the market” offerings (the ATM Offering Program) through the Agent. Sales of the shares of common stock will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In May 2026, the Company suspended the ATM Offering Program, though the Sales Agreement remains in full force and effect. No shares of common stock were sold under the ATM Offering Program during the three and six months ended June 30, 2026.

Common Stock

The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Stock Options

In June 2020, the Company adopted the 2020 Equity Incentive Plan (the 2020 Plan). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. The 2020 Plan was amended in December 2020, January 2021, July 2021, August 2022, and April 2024. In April 2024, the 2020 Plan was amended to increase the total number of shares reserved under the 2020 Plan to 2,083,797.

In July 2024, in connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Equity Incentive Plan (the 2024 Plan), a successor to and continuation of the 2020 Plan. Upon the effectiveness of the 2024 Plan, 4,572,025 shares of common stock were authorized for issuance which consists of (1) 2,630,000 new shares of common stock, (2) 115,436 shares available for issuance under the 2020 Plan, and (3) up to 1,826,589 shares of common stock subject to outstanding stock awards granted under the 2020 Plan that, on or after the 2024 Plan became effective, expire or otherwise terminate prior to exercise or settlement; are not issued because the stock award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. Furthermore, as of the effectiveness of the 2024 Plan, no further grants can be made under the 2020 Plan, and the 2020 Plan will automatically terminate on June 23, 2030. The 2024 Plan provides that the number of shares reserved and available for issuance under the 2024 Plan will automatically increase each January 1, beginning on January 1, 2025, by 5.0% of the outstanding number of shares of common stock on the immediately preceding December 31st. On January 1, 2025, 1,214,580 shares were added to the 2024 Plan reserve. On June 24, 2025, the Company's stockholders approved an amendment to the 2024 Plan to increase the 2024 Plan reserve by an additional 1,214,580 shares. On January 1, 2026, 1,229,777 shares were added to the 2024 Plan reserve.

Options granted under the 2024 Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the Company’s stock on the date of the option grant. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock at the time the option is granted. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years and early exercise is permitted. The vesting period generally occurs over four years unless there is a specific performance vesting trigger at which time those shares will vest when the performance trigger is probable to occur.

In December 2025, the Company's board of directors adopted and approved the Company’s 2025 Inducement Plan to reserve 600,000 shares of our common stock to be used for grants of equity-based awards to individuals that were not previously employees or directors of the Company (or who are returning to employment following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with the Company. The 2025 Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based cash and stock awards, and other stock-based awards. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2024 Plan.

In December 2025, the Company entered into Option for RSU Exchange Agreements (the Option for RSU Exchange Agreements or the Exchange Program) with a limited number of employees. These agreements provided a one-time opportunity for eligible participants to surrender outstanding stock options with exercise prices greater than the current fair market value of the Company’s common stock in exchange for restricted stock units (RSUs) granted under the Company’s 2024 Equity Incentive Plan. The RSU grants became effective on December 12, 2025 and will vest on a quarterly basis between August 15, 2026 and August 15, 2029 with various vesting terms in accordance with the employee’s Option for RSU Exchange Agreements.

As a result of the Exchange Program, 1,363,777 vested and unvested options were cancelled on December 12, 2025 and 1,363,777 new RSUs were granted on the same day. The total incremental fair value to be recognized as a result of the Exchange Program is $2.7 million and will be recognized over the vesting period of the underlying awards. The expense is included within the respective line item on the statement of operations and comprehensive loss corresponding to the activity of the related employee. During the three and six months ended June 30, 2026, the Company recorded $0.5 million and $1.0 million of stock-based compensation expense in relation to the Exchange Program, respectively.

The Company recorded stock-based compensation expense related to employee and non-employee options in the amounts of $0.2 million and $0.5 million for the three and six months ended June 30, 2026, respectively, and $0.9 million and $2.3 million for the three and six months ended June 30, 2025, respectively. The weighted-average grant date fair value of options granted for the six months ended June 30, 2026 and 2025, was $6.56 and $2.57 per share, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 was $0.1 million and zero, respectively. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of June 30, 2026, the unrecognized compensation cost related to outstanding employee and non-employee options was $2.1 million and is expected to be recognized as expense over a weighted-average period of 3.3 years.

Employee Stock Purchase Plan

In connection with the closing of the IPO, the Company’s board of directors adopted the 2024 Employee Stock Purchase Plan (the ESPP). The ESPP provides for two-year offering periods consisting of four 6-month purchase periods, and at the end of each purchase period employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the purchase period. A new offering is initiated each January 16 and July 16. In the event the fair market value of the Company’s common stock on the first day of any new offering is less than or equal to the fair market value of an ongoing offering, the ongoing offering shall terminate immediately following the purchase of shares of common stock on the purchase date immediately preceding the new offering and participants in the terminated ongoing offering will be automatically enrolled in the new offering.

An aggregate of 212,000 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2025, by the lesser of 1.0% of the outstanding number of shares of common stock on the immediately preceding December 31, and 424,000 shares of common stock. On January 1, 2025, 242,916 shares were added to the ESPP reserve. On January 1, 2026, 245,955 shares were added to the ESPP reserve. There were 3,568 and 68,336 shares issued under the ESPP during the three and six months ended June 30, 2026, respectively, and zero and 22,164 shares issued under the ESPP during the three and six months ended June 30, 2025, respectively.

The ESPP is considered a compensatory plan. The Company recorded related stock-based compensation in the amounts of $0.1 million and $0.2 million for the three and six months ended June 30, 2026, respectively, and $0.1 million and $0.3 million for the

three and six months ended June 30, 2025, respectively. The assumptions used to estimate the fair value of ESPP awards using the Black-Scholes option valuation model were as follows:

Restricted Stock Unit Awards

RSUs granted under the 2020 Plan, 2024 Plan, and 2025 Inducement Plan are subject to time-based vesting and convert to shares of common stock in accordance with the vesting schedule. RSUs are valued at the estimated fair value of the Company’s stock on the date of grant and are amortized over the requisite service period. The total number of RSUs granted represents the maximum number of RSUs eligible to vest based upon the service conditions set forth in the grant agreements. Employees forfeit unvested RSUs upon termination of employment with a corresponding reversal of expense.

The Company recorded stock-based compensation expense related to RSUs in the amounts of $1.5 million and $2.8 million for the three and six months ended June 30, 2026, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the unrecognized compensation cost related to outstanding RSUs was $17.4 million and is expected to be recognized as expense over a weighted-average period of 2.8 years. The total fair value of RSUs vested during the six months ended June 30, 2026 and 2025 was $2.3 million and $0.1 million, respectively.

Stock-Based Compensation Expense