v3.26.3
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2026
Organization and Description of Business [Abstract]  
Basis of presentation

Basis of presentation

The accompanying unaudited condensed financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.

In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of and for the interim periods presented. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent interim period.

The condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date but does not include all disclosures required by U.S. GAAP for complete annual financial statements.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2025 included in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company’s significant accounting policies are described in the audited financial statements and related notes included in the Company’s final prospectus filed pursuant to Rule 424(b). There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.

Liquidity

Liquidity

The Company has incurred recurring losses from operations and had an accumulated deficit of approximately $11.7 million as of June 30, 2026. Since inception, the Company has financed its operations primarily through the issuance of equity securities and convertible notes. As of June 30, 2026, the Company had cash and cash equivalents of $193 thousand.

During August 2026, the Company completed its initial public offering (the “IPO”). Including proceeds from the exercise of the underwriter’s over-allotment option, the Company received aggregate net proceeds of approximately $84.9 million from the IPO after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Management considered the successful completion of the IPO and the exercise of the overallotment option in its evaluation of the Company’s ability to continue as a going concern.

Based on the Company’s current operating plan and available cash resources, including the net proceeds received from the IPO and related overallotment option exercise, management believes the Company’s cash and cash equivalents will be sufficient to fund operations and meet its obligations for at least 12 months from the date these financial statements are issued. Accordingly, management has concluded that substantial doubt regarding the Company’s ability to continue as a going concern does not exist.

The accompanying financial statements have been prepared on a going concern basis.

Reverse stock split

Reverse stock split

On July 21, 2026 the Company’s board of directors approved a one-for-three reverse stock split, which was effected on July 28, 2026, of the Company’s issued and outstanding shares of common stock. Accordingly, all issued and outstanding share and per share amounts of common stock and stock option awards for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split. The par value of the common stock and preferred stock and the number of authorized shares were not changed as a result of the reverse stock split.

Initial public offering

Initial public offering

In August 2026, the Company completed the IPO, pursuant to which the Company issued and sold 7,187,500 shares of its common stock at a public offering price of $13.00 per share, including 937,500 additional shares of its common stock pursuant to the exercise in full by the underwriter of its option to purchase shares of common stock from the Company at the IPO price. As a result, the Company received net proceeds from the IPO of approximately $84.9 million, after deducting underwriting discounts, commissions and offering expenses payable by the Company. Immediately prior to the closing of the IPO, the Company’s outstanding convertible preferred stock and convertible notes automatically converted into 1,951,246 shares of common stock and the Company’s outstanding warrants were automatically cashlessly exercised for 453,183 shares of common stock.

Following the closing of the IPO, no shares of the Company’s convertible preferred stock were authorized or outstanding. In connection with the completion of the IPO, on August 13, 2026, the Company’s amended and restated certificate of incorporation, as amended, was amended and restated to (i) authorize 500 million shares of common stock, par value $0.0001 per share and (ii) authorize 10 million shares of undesignated preferred stock, par value $0.0001 per share, that may be issued from time to time by the Company’s board of directors from time to time.

The Company’s unaudited condensed financial statements as of and for the period ended June 30, 2026, including share and per share amounts, do not give effect to the IPO and related actions as the IPO closed subsequent to June 30, 2026.

Reclassifications

Reclassifications

Certain amounts reported previously have been reclassified to conform to the current period presentation with no effect on total stockholders’ deficit or net loss as previously reported.

Segment information

Segment information

The Company operates as a single reportable segment engaged in the discovery and development of treatments for serious metabolic and gastrointestinal diseases. The Company has not generated revenues since inception. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM reviews the Company’s performance on an aggregate basis; thus the segment’s loss is the Company’s net loss, as reported on accompanying statements of operations, and the segment’s assets are the Company’s total assets, as reported on the accompanying balance sheets. Significant expenses provided to the CODM include research and development and general and administrative expenses, as reported on the accompanying statements of operations.

The CODM uses the information primarily to evaluate the Company’s performance and allocate resources. The CODM’s evaluation includes reviewing key financial metrics such as budget versus actual expenditures and assessing overall cash flow and liquidity to ensure the continuity of operations. This approach allows the CODM to monitor the Company’s performance and make strategic adjustments as needed to support its operational and financial goals.

The Company’s operations and all long-lived assets are located in the United States.

The following table presents the measure of segment loss and the significant expense categories regularly provided to the CODM for the three and six months ended June 30, 2026 and June 30, 2025:

   Three
Months Ended
June 30,
2026
   Three
Months Ended
June 30,
2025
   Six
Months Ended
June 30,
2026
   Six
Months Ended
June 30,
2025
 
Significant segment expenses                    
Research and development   156,786    136,392    394,695    305,703 
General and administrative   198,598    174,268    423,841    377,155 
Other segment expense (income)   29,046    (15,863)   41,346    (31,442)
Segment net loss  $(384,430)   (294,797)   (859,882)   (651,416)
Deferred offering costs

Deferred offering costs

The Company capitalizes as deferred offering costs all direct and incremental legal, accounting, underwriting and other third-party fees incurred in connection with the IPO. Upon the consummation of the IPO, such costs are offset against the gross proceeds received from the IPO. As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $1,204,631 and $63,363, respectively, of which $1,056,394 was included in accounts payable as of June 30, 2026.

Fair value measurements

Fair value measurements

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – This level consists of quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 - This level consists of inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 - This level consists of inputs that are unobservable inputs for the assets or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, prepaids and other current assets, accounts payable, deferred offering costs and accrued expenses approximate their fair values at June 30, 2026 and December 31, 2025 due to their short-term nature for these Level 1 instruments and management’s conclusion that their carrying amounts approximate the amount for which the assets could be sold or the liabilities could be settled.

As of June 30, 2026, and December 31, 2025, the Company’s liabilities measured at fair value on a recurring basis included the warrant liability and convertible promissory notes payable, related party which were measured using Level 3 inputs. There were no transfers between fair value hierarchy levels during the three and six months ended June 30, 2026, and the year ended December 31, 2025.

The following table summarizes the change in fair value, as determined by the Level 3 inputs, for the warrant liability, and convertible promissory notes payable, related party using unobservable Level 3 inputs as of June 30, 2026 and December 31, 2025:

       Convertible 
   Warrant
Liability
   Promissory Notes
Payable,
Related
Party
 
         
Balance as of December 31, 2024  $65,107   $- 
Fair value balance as of December 8, 2025, issuance   -    810,500 
Change in fair value   (53,784)   5,800 
Balance as of December 31, 2025  $11,323   $816,300 
Change in fair value   (9,908)   51,400 
Balance as of June 30, 2026  $1,415    867,700 

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified as Level 3 as of June 30, 2026 and December 31, 2025:

   As of June 30, 2026
   Valuation Methodology  Significant Input  Weighted
Average
(range, if applicable)
 
Convertible promissory notes payable, related party  Probability Weighted Average Return Method (PWERM)  Credit spread (1)   9.7%
      Risk free rate   3.9-4.0%
      Probability (1)   0-100%
      Expected term (1)   0.25-0.69 years 
            
Warrant liability  Black-Scholes Option Pricing Model  Risk free interest rate   4.01%
      Annualized volatility (1)   85.00%
      Stock price   1.14 
      Exercise price   5.70 
      Expected term   0.5 years 
   As of December 31, 2025
   Valuation Methodology  Significant Input  Weighted
Average
(range, if applicable)
 
Convertible promissory notes payable, related party  Probability Weighted Average Return Method (PWERM)  Credit spread (1)   8.9%
      Risk free rate   3.5-3.6%
      Probability (1)   0-100%
      Expected term (1)   0.5 – 1.18 years 
            
Warrant liability  Black-Scholes Option Pricing Model  Risk free interest rate   3.73%
      Annualized volatility (1)   85.00%
      Stock price   1.14 
      Exercise price   5.70 
      Expected term   0.97 years 
(1)Represents significant unobservable input
Recently issued accounting pronouncements

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.

On November 2024, the FASB issued ASU 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new standard requires more detailed disclosures about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses and research and development expenses. This includes separate footnote disclosure for expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. Public business entities are required to apply the guidance prospectively and may apply it retrospectively. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU.