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Derivative Tranche Liability
9 Months Ended
Sep. 30, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Tranche Liability Derivative Tranche Liability
Pursuant to the Purchase Agreement, subject to the occurrence of the second closing triggers, the Company agreed to sell and the investors agreed to purchase at the Second Closing up to 32,681,866 shares of the Company’s common stock or pre-funded warrants in lieu thereof at a purchase price of $1.53 per share and $1.5299 per pre-funded warrant, and directors, consultants and members of management agreed to purchase an additional 39,306 shares of the Company’s common stock at a purchase price of $1.65 per share, for gross proceeds to the Company of up to approximately $50.1 million. The Second Closing triggers included a certain regulatory milestone (the “CTA Milestone”) and either of the following:

1.the achievement of a volume weighted average price per share of equal to or greater than $7.50, as defined in the Purchase Agreement, measured during any ten consecutive trading days during the thirty trading days following the date of the Company’s first announcement of the regulatory milestone (the “Price Threshold”), or
2.the Company’s receipt of a signed written notice from investors holding a majority of the Securities outstanding that waives the Price Threshold for purposes of the Second Closing (the “Price Threshold Waiver”), in which case, only the waiving investors are obligated to participate.

The obligation to issue and purchase securities was concluded to be a forward contract derivative liability and was measured at fair value using a probability weighted model. The initial fair value (Level 3) of the forward contract was $14.9 million and was recorded as a derivative tranche liability and was subsequently remeasured to $44.8 million as of December 31, 2025.
In July 2026, the Company received clearance from Australia’s Therapeutic Goods Administration and the local Human Research Ethics Committee to initiate the Company’s ASCEND Phase 1/2 clinical trial of CMP-002, which clearance satisfied the CTA Milestone. The Company subsequently received a Price Threshold Waiver, which triggered the Second Closing of the Private Placement, pursuant to which the derivative tranche liability was settled. The Second Closing occurred on August 3, 2026, resulting in gross proceeds to the Company of approximately $50.1 million before deducting placement agent fees and other offering expenses.
Upon settlement, the derivative tranche liability was remeasured to $87.7 million and then reclassified to additional paid-in capital on the condensed consolidated balance sheet, together with the net proceeds of $46.9 million from the Second Closing. The Company recorded a change in fair value of $15.8 million and $42.9 million in the condensed consolidated statements of operations and comprehensive loss in the three and nine months ended September 30, 2026, respectively.