8. Common Stock

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and if declared by the Company’s board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No cash dividends have been declared by the board of directors from inception.

2025 PIPE Financing

In December 2025, the Company entered into a securities purchase agreement (the “PIPE Securities Purchase Agreement”) with investors, pursuant to which the Company issued, by way of a private placement (the “Private Placement”) an aggregate of (i) 5,356,547 shares of the Company’s common stock, (ii) pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase 8,816,684 shares of common stock, (iii) warrants (the “Series A Common Warrants”) to purchase 23,031,494 shares of common stock and/or shares underlying pre-funded warrants and (iv) warrants (the “Series B Common Warrants”) to purchase 21,259,842 shares of common stock and/or shares underlying pre-funded warrants. The aggregate gross proceeds from the Private Placement was $90.0 million. Issuance costs of $7.6 million are reflected as deduction from additional paid-in capital.

The PIPE Pre-Funded Warrants are exercisable at an exercise price of $0.001 per share, subject to customary adjustments and are exercisable at any time on or after issuance subject to the restriction discussed below.

The Series A Common Warrants have an exercise price of $6.35 per share and are exercisable after the earlier of (1) the latest of (a) June 30, 2026, (b) the date on which the Company publicly announces the enrollment of the 500th subject or the last subject, whichever is earlier, in the ELAINE-3 trial; and (c) the date on which the FDA approves or issues a complete response letter to Eli Lilly & Co.'s marketing application, including a supplement to a new drug application, for imlunestrant in combination with abemaciclib in breast cancer, and (2) October 31, 2026 ( the “Series A Common Warrant Initial Exercise Date”). The Series A Common Warrants will remain exercisable until the 30th day following the Series A Common Warrant Initial Exercise Date (the “Series A Common Warrant Termination Date”), except that if the Series A Common Warrant Initial Exercise Date has not occurred by December 23, 2030, then December 23, 2030 will be the Series A Common Warrant Termination Date.

The Series B Common Warrants have an exercise price of $7.62 per share and will be exercisable after the later of (1) June 30, 2026 and (2) the date of the completion of the public readout of topline results of the ELAINE-3 trial (the later of (1) and (2), the “Series B Common Warrant Initial Exercise Date”). The Series B Common Warrants will remain exercisable until the 30th day following the Series B Common Warrant Initial Exercise Date (the “Series B Common Warrant Termination Date”), except that if the Series B Common Warrant Initial Exercise Date has not occurred by December 23, 2030, then December 23, 2030 will be the Series B Common Warrant Termination Date. At issuance and at December 31, 2025, the PIPE Pre-Funded Warrants, Series A Common Warrants and Series B Common Warrants meet the criteria to be classified as equity instruments.

None of the PIPE Pre-Funded Warrants, the Series A Common Warrants or the Series B Common Warrants can be exercised if, immediately prior to or following such exercise, the applicable investor, together with its affiliates and any other persons whose beneficial ownership of shares of common stock would be aggregated with such investor for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), would beneficially own more than 4.99%, 9.99% or 19.99%, at the election of such investor (in each case, the “PIPE Maximum Percentage”) of the total number of issued and outstanding

shares of common stock following such exercise. If, upon exercise of the Series A Common Warrants or Series B Common Warrants, an investor would exceed the PIPE Maximum Percentage, then the Series A Common Warrants and Series B Common Warrants may be exercised for pre-funded warrants to purchase shares of common stock, which pre-funded warrants will have terms substantially the same as the PIPE Pre-Funded Warrants. The PIPE Maximum Percentage may be increased or decreased by an investor with 61 days’ written notice to the Company; provided, however, that such percentage may in no event exceed (x) 19.99% prior to a vote of our stockholders approving the removal of such exercise limitation or (y) with respect to certain investors, 4.99%.

As of June 30, 2026, no PIPE Pre-Funded Warrants, PIPE Series A Common Warrants or PIPE Series B Common Warrants had been exercised.

Sermonix Pre-Funded Warrant

As consideration for the rights granted to the Company under the Sermonix License Agreement entered into between the Company and Sermonix on December 18, 2025, the Company issued to Sermonix the Sermonix Pre-Funded Warrant to purchase 5,502,402 shares of the Company’s common stock pursuant to the Sermonix Securities Purchase Agreement.

The Sermonix Pre-Funded Warrant has an exercise price of $0.001 per share and is exercisable at any time after the date of approval from the Company’s stockholders as required by Nasdaq, including for purposes of Nasdaq Rule 5635(a), such that the Sermonix Pre-Funded Warrant can be exercised at any time without restriction or additional stockholder approval (the “Sermonix Stockholder Approval”). If the Sermonix Stockholder Approval was not obtained by the first anniversary of the original issuance of the Sermonix Pre-Funded Warrant, Sermonix had the right (the “Sermonix Redemption Right”) at any time and from time to time prior to such time that the Sermonix Stockholder Approval is obtained thereafter, to cause the Company to pay, at the option of Sermonix, an amount up to (a) $6.35 (the “Sermonix Redemption Price”) multiplied by (b) the number of shares of common stock with respect to which Sermonix was exercising the Sermonix Redemption Right.

As a result of the Sermonix Redemption Right, the Company initially classified the Sermonix Pre-Funded Warrant as a liability in accordance with ASC 480. Because the redemption feature could require the Company to settle the warrant by transferring assets, the Sermonix Pre-Funded Warrant did not meet the criteria for equity classification.

On March 18, 2026, at the Company’s special meeting of its stockholders, the Company’s stockholders approved the proposal to permit the exercise of the Sermonix Pre-Funded Warrant under Nasdaq Rule 5635(a). As a result, the Sermonix Redemption Right lapsed and the Company determined the Sermonix Pre‑Funded Warrant met the criteria for equity classification. As a result, the Company remeasured the warrant to fair value immediately prior to reclassification, with the change in estimated fair value recorded as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss for the six months ended June 30, 2026. Subsequently, the Company reclassified the Sermonix Pre-Funded Warrant to equity on March 18, 2026.

As of June 30, 2026, the Sermonix Pre-Funded Warrant has not been exercised in full or in part and remained outstanding.

Equity Incentive Plans

The Company’s board of directors (the “Board”) previously approved, subject to stockholder approval, the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). At the Special Meeting, held on March 18, 2026, the Company’s stockholders approved the 2026 Plan. There will be no further grants under the Company’s prior company-wide equity plan, the 2020 Equity Incentive Plan (the “2020 Plan”), which terminated for future use upon stockholder approval of the 2026 Plan. Termination of the 2020 Plan did not affect outstanding awards previously issued pursuant to the 2020 Plan. A total of 5,700,000 shares of our common stock were reserved for issuance pursuant to our 2026 Plan. In addition, the shares reserved for issuance under our 2026 Plan will include any shares subject to awards granted under the 2020 Plan that, on or after the stockholder approval date of the 2026 Plan, are used to pay for the tax withholding related to the award or the exercise price with the award or, with respect to any options and stock appreciation rights, expire or become unexercisable without having been exercised in full, or with respect to any other types of awards under the 2020 Plan, are forfeited to or repurchased by the Company due to failure to vest, or are not issued under an award due to the award being paid out in cash rather than shares of common stock (provided that the maximum number of shares of common stock that may be added to the 2026 Plan pursuant to this sentence is 1,300,000 shares). The 2026 Plan provides for annual increases in the number of shares that may be issued under the 2026 Plan on January 1, 2027 and each subsequent January 1 thereafter by a number of shares equal to the least of, (1) 5% of the aggregate of outstanding shares of common stock and outstanding pre-funded warrants to purchase shares of common stock on the immediately preceding December 31, and (2) an amount determined by the Company’s board of directors.

The Company’s 2020 Plan provided for annual increases in the number of shares that may be issued under the 2020 Plan on January 1, 2021 and each subsequent January 1 thereafter by a number of shares equal to the least of (1) 323,000 shares, (2) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (3) an amount determined by the Company’s board of directors. The 2020 Plan terminated on March 18, 2026, the date the Company’s stockholders approved the 2026 Plan.

The Company’s 2020 Employee Stock Purchase Plan, or the ESPP, provides for annual increases in the number of shares that may be issued under the ESPP on January 1, 2021 and each subsequent January 1 thereafter by a number of shares equal to the least of (1) 64,600 shares, (2) 1% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (3) an amount determined by the Company’s board of directors.

In February 2024, the board of directors adopted the Company's 2024 Inducement Equity Incentive Plan, or the 2024 Inducement Plan, and, subject to the adjustment provisions of the 2024 Inducement Plan, reserved 75,000 shares of the Company's common stock for issuance pursuant to equity awards granted under the 2024 Inducement Plan.

Effective January 1, 2026, the Company’s 2020 Plan and ESPP reserves increased by 323,000 shares and 64,600 shares, respectively.