5. Acquisitions and licensing agreements

Acquisition of Prolaio, Inc.

On February 24, 2025 (the “Acquisition Date”), the Company acquired 100% of the outstanding shares of Prolaio, Inc., a healthcare technology company focused on cardiovascular data collection and analytics. The acquisition provides the Company with access to Prolaio, Inc.’s cardiovascular data platform, to enhance and accelerate the Company’s research and development portfolio of late-stage cardiovascular disease assets. At the time of the acquisition, Tassos Gianakakos, the Company’s Chief Executive Officer and member of the Company’s board of directors, also served as Prolaio, Inc.’s Chief Executive Officer and as a member of its board of directors and Jay Edelberg, the Company’s Chief Medical Officer, served as its Head of Research & Development and as a member of its board of directors. Mr. Gianakakos and Dr. Edelberg beneficially owned 55.7% and 17.1%, respectively, of Prolaio at the time of its acquisition. Accordingly, the Prolaio acquisition itself constituted a related-party transaction. Refer to Note 15, “Related Party Transactions” for further details.

The Company concluded that Prolaio constituted a business under ASC 805 and the transaction was accounted for as a business combination.

The total purchase consideration transferred was approximately $8.6 million, consisting of approximately $4.0 million in cash, primarily used to repay $4.0 million of promissory notes held by Mr. Gianakakos’ family’s trusts, and fair value of contingent consideration of $4.6 million, representing the estimated acquisition date fair value of milestone payments of up to $200.0 million, payable in cash or shares, contingent on the achievement of various post-closing milestones (the “Prolaio Contingent Consideration”). The Prolaio Contingent Consideration was recognized as contingent milestone liabilities on the condensed consolidated balance sheet.

Acquisition related costs of approximately $0.8 million, consisting primarily of legal, accounting, and valuation fees, were expensed as incurred and recorded within general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss.

In connection with this acquisition, the Company recorded $13.8 million of net assets acquired, primarily consisting of developed technology with a fair value of $25.4 million, IPR&D with a fair value of $1.1 million, and $13.8 million in liabilities assumed, including $4.5 million of deferred income tax liability and $3.3 million of assumed contingent consideration liability. Because the fair value of net identifiable assets acquired exceeded the fair value of the consideration transferred, the Company recognized a gain on bargain purchase in the amount of $5.2 million in the condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2025. The bargain purchase gain reflects the Company’s ability to acquire Prolaio at a purchase price below the fair value of the acquired net assets due to a combination of factors, including Prolaio’s limited operating scale, historical operating losses, liquidity constraints at the time of the transaction, and the structure of the consideration transferred. In particular, concurrent with the acquisition, the Company entered into integration bonus arrangements with the Company’s Chief Executive Officer and Chief Medical Officer (“Integration Bonus”), both of whom were co-founders and Prolaio shareholders. These arrangements were contingent upon post-combination services and successful integration and, accordingly were accounted for as compensation expense rather than consideration transferred.

Prolaio’s results of operations were included in the Company’s condensed consolidated statement of operations and comprehensive loss from the date of acquisition, February 24, 2025.

Pro forma financial information

The pro forma amounts have been adjusted for:

The Company had no revenue for the three and six months ended June 30, 2025.

The pro forma data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations that would have been reported had the acquisition occurred on that date, nor is it intended to be representative of future results of operations of the combined company.

Acquired developed technology

Developed technology acquired consists of the cardiovascular analytics data platform originally obtained by Prolaio in November 2023 through its purchase of certain assets from PhysIQ (defined below). Subsequent to the asset purchase and prior to the Company’s acquisition of Prolaio, Prolaio’s engineering team enhanced the acquired technology and expanded the platform capabilities through the addition of new features and functional improvements.

As of the Acquisition Date, the fair value of the developed technology was estimated using the cost method, which incorporates management’s estimates of the costs that would be incurred to develop the technology from scratch, including assumptions regarding required personnel, annual compensation, and the expected development timeline. The Company estimated that it would require approximately 3.7 years for a team of approximately 50 employees, with an estimated average annual cost ranging from $0.1 million to $0.2 million per employee, to recreate the technology, resulting in a total valuation of $25.4 million.

Prolaio contingent milestone liabilities

As part of the consideration transferred in the acquisition, the Company was required to make contingent cash payments up to $200.0 million, dependent upon the achievement of certain specified post-closing operational, financial and regulatory milestones (“Prolaio milestones”) prior to February 2029. Specifically, Prolaio milestones depended on the success of the Company’s clinical trials, achievement of certain Prolaio revenue targets (excluding intercompany revenue), and adoption and performance of the Prolaio platform. The fair value of the Prolaio Contingent Consideration at the acquisition date was $4.6 million. It was estimated using a probability weighted discounted cash flow model, which incorporated management’s estimates of the probability and timing of milestone achievement as of the acquisition date. The milestones were contractually required to be achieved within four years from the date of acquisition, discounted at a rate of approximately 10%.

On May 1, 2026, the Company entered into an amendment to the Agreement and Plan of Merger with the former stockholders of Prolaio in order to amend the milestone provisions applicable to such stockholders, including Mr. Gianakakos and Dr. Edelberg (“Prolaio amendment”). In particular, the milestones were revised to: (i) better align the incentives of the former stockholders of Prolaio, Inc., in their capacities as executive officers and employees of Kardigan, with the creation of stockholder value for the Company; and (ii) better reflect the Company’s current operations and strategic direction following

the acquisition, including the Company’s focus on deploying the Prolaio platform in support of its own clinical trials, and (iii) ensure that the milestones remained aligned with the Company’s business. Pursuant to the amendment and subject to the conditions therein, the former stockholders of Prolaio, Inc., including Mr. Gianakakos and Dr. Edelberg, are entitled to milestone payments based on certain Company valuations, as defined in the agreement, as follows: (i) up to $50 million upon the Company’s achievement of a valuation equal to or greater than $5.0 billion; (ii) up to $50 million upon the Company’s achievement of a valuation equal to or greater than $6.0 billion; and (iii) up to $100 million upon the Company’s achievement of a valuation equal to or greater than $12.0 billion; in each case to the extent such milestones are achieved on or before May 1, 2032. If such milestone payments become payable in full, Mr. Gianakakos is entitled to receive payments of up to $12.9 million, $31.3 million and $62.4 million, respectively, pursuant to each milestone, for a total of up to $106.6 million; and Dr. Edelberg is entitled to receive payments of up to $3.6 million, $9.8 million, and $19.5 million, respectively, pursuant to each milestone, for a total of up to $32.9 million.

None of the Prolaio milestones, original or amended, have been achieved and no milestone payments have been made.

The Prolaio contingent payments are classified as Level 3 within the fair value hierarchy, due to the use of significant unobservable inputs and remeasured at fair value at each reporting date. Prior to the Prolaio amendment, changes in the fair value of the contingent consideration were recognized in R&D expenses in the condensed consolidated statements of operations and comprehensive loss. Subsequent to the Prolaio amendment, changes in the fair value of the contingent milestone liabilities are recognized in change in fair value of contingent milestone liabilities, in the condensed consolidated statements of operations and comprehensive loss. The fair value of the Prolaio Contingent Consideration was $3.8 million as of December 31, 2025. Upon the Prolaio amendment, on May 1, 2026, the Prolaio Contingent Consideration was settled and the new contingent milestone liabilities were recognized at an initial fair value of $13.7 million. The fair value of the contingent milestone liabilities was $47.3 million as of June 30, 2026. The Company recognized a $43.5 million increase in the fair value of contingent milestone liabilities, which is presented within change in fair value of contingent milestone liabilities in the condensed consolidated statements of operations, for both the three and six months ended June 30, 2026. No change in fair value was recorded in the three and six months ended June 30, 2025.

PhysIQ contingent consideration (assumed liability)

Liabilities assumed as part of the Company’s acquisition of Prolaio included a contingent consideration liability associated with Prolaio’s historical acquisition of certain assets of PhysIQ, Inc. (“PhysIQ contingent consideration”), a health technology company specializing in cloud-based predictive analytics for personalized physiology. The obligation of up to $20.0 million, payable in cash, is contingent upon the achievement of certain sales milestones (“PhysIQ milestones”).

As of the acquisition date, the Company recognized this contingent consideration at fair value using a probability-weighted approach, which incorporates management’s estimates of the probability and timing of milestone achievement. The milestones are expected to be achieved within 4 years from the date of acquisition of Prolaio, and are discounted at a rate of approximately 10%. The estimated fair value of the PhysIQ contingent consideration at the acquisition date was $3.3 million, which was recorded within contingent milestone liabilities on the condensed consolidated balance sheet.

Following the acquisition date, the Company applies a systematic and rational approach and recognizes additional amounts related to the PhysIQ contingent consideration when the underlying milestones are considered probable of achievement and reasonably estimable. Amounts are written off only when it is resolved that the Company will not be required to make payment or when the obligation legally expires. As such, the PhysIQ contingent consideration recorded will not be reduced below the amount recorded at the acquisition date until the obligation expires or the liability is paid.

The PhysIQ contingent consideration was $3.9 million as of June 30, 2026 and December 31, 2025. The Company recorded no expense in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026.

As of December 31, 2025, the milestone with a value of $2.5 million was considered probable of achievement and was expected to be achieved within 12 months of the reporting date. Accordingly, it was classified within current liabilities on the condensed consolidated balance sheet as of December 31, 2025. As of June 30, 2026, this milestone was still considered probable of achievement but was expected to be achieved within more than 12 months of the reporting date, and, accordingly, was classified within non-current liabilities on the condensed consolidated balance sheet. As of June 30, 2026, no milestone payments have been made.

Prolaio bonus integration agreements

Concurrent with the acquisition of Prolaio, the Company entered into agreements (the “Bonus Agreements”) with the Company’s Chief Executive Officer and Chief Medical Officer, that provided a right to a bonus in the amount of $9.0 million and $2.0 million, respectively, of shares of common stock issued in our initial public offering or convertible preferred stock, as applicable, as well as additional cash amounts intended to cover related federal, state, and local tax obligations. The Bonus Agreements also provided that, if the equity securities issued were not freely tradeable, the Company would loan each executive an amount sufficient to cover applicable tax obligations. The awards were contingent upon the closing and successful integration of Prolaio, as determined by the Company’s board of directors.

The Bonus Agreements became payable upon completion of the Series B Initial Closing (as defined below). On September 4, 2025, in connection with the Series B Initial Closing, the Company entered into bonus integration agreements (the “Bonus Integration Agreements”) with each executive. The Bonus Integration Agreements modified the Bonus Agreements such that (i) each recipient agreed to forfeit Series B Preferred Stock (as defined below) to satisfy the tax withholding obligations, (ii) certain payments required to be made under the Bonus Agreements would be remitted to federal and state tax authorities via payroll for certain tax liabilities required to be satisfied by us through payroll and (iii) no loan will be issued to the recipient. Pursuant to the Bonus Integration Agreements, and net of tax withholding obligations, on September 4, 2025, the Company issued an aggregate of 374,360 shares of Series B Preferred Stock, with an estimated grant date fair value of approximately $8.0 million, and subsequently remitted approximately $6.4 million in cash to satisfy the related tax obligations.

As the integration bonus payment was contingent upon post-combination services, the arrangement was accounted for as compensation. The integration bonus was deemed probable as of June 30, 2025, and the Company recognized related compensation expense of $2.6 million within research and development expenses and $11.7 million within general and administrative expenses in the three and six months ended June 30, 2025 in the condensed consolidated statement of operations and comprehensive loss. No related compensation expense was recognized in the three and six months ended June 30, 2026.

Acquisition of RSF

On June 6, 2024, the Company acquired 100% of the outstanding shares of Rancho Santa Fe Bio, Inc. (“RSF”) in order to obtain certain of RSF’s existing intellectual properties, including (i) a license agreement relating to Ataciguat (i.e., HMR1766) with Sanofi (“Sanofi”); and (ii) a patent license and know-how agreement with the Mayo Foundation for Medical Education and Research (“Mayo”). Total consideration was $14.8 million, and included cash of $3.5 million, the settlement of RSF’s outstanding indebtedness of $10.6 million on the acquisition date and the payment of certain transaction costs of $0.7 million incurred by RSF. In addition, the former stockholders of RSF are entitled to milestone payments of up to $26.5 million in development and regulatory milestones and up to $249.5 million in sales milestones (“RSF milestones”), in each case to be allocated among such former stockholders on a pro rata basis in accordance with their respective ownership interests in RSF immediately prior to the acquisition. The Company is additionally obligated to pay to the former stockholders of RSF low single-digit royalties on worldwide net sales of any pharmaceutical product containing Ataciguat.

Under ASC 805, the Company determined that the acquisition did not meet the definition of a business at the time of the acquisition as substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset. The Company determined that RSF was a variable interest entity (“VIE”) under ASC 810 because it lacked sufficient equity to finance its activities. Upon acquisition, the Company became the primary beneficiary of RSF, and therefore was required to consolidate RSF. Accordingly, the transaction was accounted for as the acquisition of a VIE that is not a business.

The net assets acquired consisted primarily of the IPR&D asset, cash and cash equivalents in the amount of $0.2 million, and assumed accounts payable for an amount of $1.3 million. Accordingly, the consideration allocated to the IPR&D asset amounted to $15.9 million. The acquired licensed technology was determined to be an IPR&D asset that did not have alternative future use as of the acquisition date, and the full amount was recognized as R&D expense in the condensed consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

The Company achieved the first development milestone associated with Ataciguat upon dosing of the first patient in the Phase 3 clinical trial in September 2025. This milestone triggered a payment obligation of $3.0 million. In September 2025, $1.5 million was settled in cash, and the remaining $1.5 million was accrued for in the Company’s condensed consolidated balance sheet as of December 31, 2025 and as of June 30, 2026 within accrued and other current liabilities.

None of the other RSF milestones have been achieved nor were deemed probable and estimable as of June 30, 2026, and no other milestone payments have been made.

Under the Sanofi and the Mayo agreements, the Company is obligated to make certain additional milestone, royalty and sublicense-related payments under these agreements, summarized further below.

License agreement with Sanofi

On June 2, 2021, RSF entered into a license agreement with Sanofi, as subsequently amended on March 18, 2022, January 9, 2023, and November 7, 2025 (collectively, the “Sanofi License”), under which RSF received a worldwide, exclusive, sublicensable (subject to certain conditions and restrictions), royalty-bearing license under certain Sanofi know-how to exploit Ataciguat and pharmaceutical products containing Ataciguat (“Ataciguat Products”) for all human and mammalian therapeutic, prophylactic and diagnostic uses (the “Sanofi License Field”).

If the Company succeeds in developing and commercializing Ataciguat Products, it will be obligated to pay Sanofi up to an aggregate of $14.8 million in potential commercial milestone payments (“Sanofi milestones”). The Company is also obligated to pay Sanofi tiered royalties ranging from low-single digit to mid-single digit percentages on worldwide annual net sales of Ataciguat Products by the Company or its affiliates and sublicensees.

As of June 30, 2026, none of the Sanofi milestones had been achieved nor were deemed probable and estimable, and no milestone payments have been made.

Patent license and know-how agreement with the Mayo Foundation for Medical Education and Research (“Mayo”)

On December 6, 2019, RSF entered into a license agreement with Mayo, as amended on May 20, 2021, August 23, 2023, March 10, 2024, June 6, 2024 and December 22, 2025 (collectively, the “Mayo License”), under which RSF received (i) a worldwide exclusive license with the right to sublicense (through multiple tiers) under certain Mayo patent rights, (ii) a nonexclusive license with the right to sublicense (through multiple tiers in connection with a sublicense of the Mayo patent rights or know-how) to use certain know-how and materials, and (iii) a nonexclusive worldwide license, with the right to sublicense (through multiple tiers), subject to approval from Mayo, to use certain Mayo data, in each case in (i) through (iii), to develop, make, have made, use, offer for sale, sell, and import certain licensed products, including Ataciguat, for the prevention, diagnosis, and/or treatment of any and all human diseases and conditions.

The Company is obligated to pay Mayo up to $0.3 million in development and regulatory milestone payments and up to $1.3 million in commercial milestone payments (“Mayo milestones”) for each licensed product. The Company is also obligated to pay Mayo royalties ranging from a mid-single digit to subteen percentage of worldwide annual net sales by the Company, its affiliates and sublicensees of licensed products. In the event that the Company is required to pay a non-affiliate third party certain consideration for a license under intellectual property rights owned or controlled by such non-affiliate third party that are required for the manufacture, use or sale of the licensed products, the Company can deduct a certain amount of such consideration from the royalty payments due to Mayo under the Mayo License, subject to a customary reduction floor. The Company’s obligation to pay Mayo royalties for licensed products will expire upon the expiration date of the last to expire of the licensed patents or the last to expire regulatory exclusivity for a licensed product. Mayo is also eligible to receive a mid-double digit percentage of certain non-royalty sublicense income as well as a certain percentage of any consideration received by the Company for the sale or transfer of an FDA priority review voucher or similar transferable asset.

As of June 30, 2026, none of the Mayo milestones had been achieved nor were deemed probable and estimable, and no milestone payments have been made.

License agreement with Ionis

On June 7, 2024, the Company entered into a License Agreement (the “Ionis License Agreement”) with Ionis Pharmaceuticals, Inc. (“Ionis”), pursuant to which the Company was granted an exclusive, worldwide, sublicensable (subject to certain conditions and restrictions), royalty-bearing license under certain Ionis intellectual property to develop and commercialize Tonlamarsen (formerly ION904) and products containing Tonlamarsen (the “Licensed Ionis Products”) in the field of prophylactic or therapeutic use in humans (the “Ionis Licensed Field”). The Company also received a non-exclusive, worldwide, sublicensable (subject to certain conditions and restrictions), royalty-bearing license under certain Ionis intellectual property to manufacture Tonlamarsen and Licensed Ionis Products in the Ionis Licensed Field. Until the third

anniversary of the effective date of the Ionis License Agreement, or June 2027, neither party may develop or commercialize, or assist or grant a third party rights to develop or commercialize certain ASOs designed to bind to the RNA encoded by the human angiotensinogen gene, subject to certain conditions and exceptions.

As initial consideration for the Ionis License Agreement, the Company made an upfront payment of $20.0 million to Ionis. As additional consideration for the licenses and rights granted to us by Ionis, the Company is required to pay Ionis: (i) milestone payments in the event of successful achievement of specified development, regulatory and sales milestones of up to an aggregate of $375.0 million (up to $35.0 million in development and regulatory milestone payments and up to $340.0 million in sales milestone payments) (“Ionis milestones”); (ii) tiered royalties on net sales of Ionis Licensed Products by the Company, its affiliates and sublicensees with a rate based on net sales per calendar year, ranging from a subteen percentage to high teen percentage. The royalties are subject to potential reductions under certain scenarios. In the event that the Company undergoes a change of control prior to receiving regulatory approval from the FDA and are acquired by one of certain top biopharmaceutical or pharmaceutical companies, if the acquisition price exceeds a certain dollar value, the Company will be required to pay Ionis a one-time change of control payment based on the acquisition price, ranging in the low tens of millions of dollars. The payment will accrue interest at a subteen percentage rate per annum, compounded annually, from the date of the Ionis License Agreement through the date such payment is made.

The Company determined that the licenses represent an acquired IPR&D asset that did not have alternative future use as of the acquisition date, and, accordingly, the total amount of the upfront payment of $20.0 million was recognized as R&D expense in the condensed consolidated statement of operations and comprehensive loss for the year ended December 31, 2024. As of June 30, 2026, none of the Ionis milestones had been achieved nor were deemed probable and estimable, and no milestone payments have been made.

License agreements with BMS Co.

In November 2024, the Company entered into a License Agreement with MyoKardia, Inc. (“MyoKardia”), a wholly-owned subsidiary of Bristol-Myers Squibb Company (“BMS Co.”), related to Danicamtiv and other compounds (the “Dani Agreement”), and a separate License Agreement with BMS Co. related to KAR-141 (formerly known as BMS-986141) (“Par4”) and other compounds (the “Par4 Agreement”).

Under the Dani Agreement, the Company received an exclusive, sublicensable (subject to certain conditions and restrictions), royalty-bearing license under certain MyoKardia patents and know-how to develop, manufacture, and commercialize Danicamtiv (formerly known as MYK-491) and certain related compounds (collectively, the “Dani Licensed Compounds”) and pharmaceutical products containing such Dani Licensed Compounds (the “Dani Licensed Products”) for all human uses worldwide.

As partial consideration for the rights granted to the Company under the Dani Agreement, the Company entered into a Subscription Agreement with MyoKardia pursuant to which the Company issued 1,251,107 shares of Series A Preferred Stock to MyoKardia. As additional consideration for the licenses granted under the Dani Agreement, the Company is required to pay MyoKardia: (i) tiered royalties at a rate based on aggregate annual net sales by the Company, its affiliates and sublicensees of each Dani Licensed Product containing the same Dani Licensed Compound; (ii) a low double-digit percentage of any sublicensing revenue received by the Company, if the Company sublicenses rights under MyoKardia patents or know-how for the development, manufacture or commercialization of any Dani Lead Compound or Dani Lead Compound Licensed Product to a third-party within a certain number of months from the effective date, or November 2026; (iii) up to $42.5 million in the aggregate in development and regulatory milestone payments across all Dani Licensed Products and (iv) up to $265.0 million in sales milestone payments for each of the first two Dani Licensed Products to achieve the applicable sales milestones ((iii) and (iv), collectively, “Dani milestones”). The Company’s tiered royalties range from a subteen to high teen percentage of annual net sales of the Dani Licensed Products, subject to potential reductions following the expiration of valid patent claims, due to competition from generic products, for certain third-party license fees, and in the event of a limit on the maximum price as a result of the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), subject to a customary reduction floor and potential carry forward.

Under the Par4 Agreement, the Company received an exclusive, sublicensable (subject to certain conditions and restrictions), royalty-bearing license under certain BMS Co. patents and know-how to develop, manufacture, and commercialize KAR-141 and certain related compounds thereto (the “Par4 Lead Compounds”), certain back-up compounds and certain related compounds thereto (such compounds, collectively, with the Par4 Lead Compounds, the “Par4 Licensed Compounds”, pharmaceutical products containing the Par4 Lead Compounds (the “Par4 Lead Compound Licensed

Products”) and pharmaceutical products containing the Par4 Back-Up Compounds (such products, collectively with the Par4 Lead Compound Licensed Products, the “Par4 Licensed Products” for all human uses worldwide.

As partial consideration for the rights granted under the Par4 Agreement, the Company issued 293,469 shares of Series A Preferred Stock. As additional consideration for the licenses granted under the Par4 Agreement, the Company is required to pay BMS Co.: (i) tiered royalties at a rate based on aggregate annual net sales by the Company, its affiliates and sublicensees of each Par4 Licensed Product containing the same Par4 Licensed Compound; (ii) a low double-digit percentage of any sublicensing revenue received by the Company, if the Company sublicenses rights under BMS Co. patents or know-how for the development, manufacture or commercialization of any Par4 Lead Compound or Par4 Lead Compound Licensed Product to a third-party a certain number of months from the effective date, or November 2026; (iii) up to $10.0 million in the aggregate in development and regulatory milestone payments across all Par4 Licensed Products and (iv) up to $265.0 million in sales milestone payments for each of the first two Par4 Licensed Products to achieve the applicable sales milestones ((iii) and (iv), collectively, “Par4 milestones”). The Company’s tiered royalties range from a subteen to high teen percentage of annual net sales of the Par4 Licensed Products, subject to potential reductions following the expiration of valid patent claims, due to competition from generic products, for certain third-party license fees, and in the event of a limit on the maximum price as a result of the Inflation Reduction Act, subject to a customary reduction floor and potential carry-forward. Additionally, certain BMS Co. patents and know-how are sublicensed by BMS Co. pursuant to an upstream license agreement with a university and the Company is responsible for reimbursing BMS Co. for certain milestone payments and other amounts payable under such upstream agreement that arise from its development, manufacturing or commercialization activities under the Par4 Agreement. The milestone reimbursement obligations include up to (i) $12.5 million in the aggregate in development and regulatory milestone payments per certain Par4 Licensed Products and (ii) $13.625 million in the aggregate in development and regulatory milestone payments per certain other Par4 Licensed Products.

In connection with the license agreements, the Company issued an aggregate of 1,544,576 shares of Series A Preferred Stock to MyoKardia and BMS Co., including 1,251,107 shares of Series A Preferred Stock under the Dani Agreement, and 293,469 shares of Series A Preferred Stock under Par4 Agreement, at the estimated fair value of $19.10 per share as of issuance date, with a total estimated fair value of $29.5 million.

The Company determined that the Dani and Par4 licenses represent acquired IPR&D assets that did not have alternative future use as of the acquisition date, and, accordingly, an amount of $29.5 million was recognized as R&D expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2024.

As of June 30, 2026, none of the Dani milestones or Par4 milestones had been achieved nor were deemed probable or estimable, and no milestone payments have been made.

As part of the Company's initial public offering, all outstanding shares of the Company's redeemable convertible preferred stock converted into an equivalent number of shares of common stock, after giving effect to the forward stock split.