Cognition Therapeutics第二季10-Q：臨床階段無產品收入 聚焦阿茲海默症藥物研發

Cognition Therapeutics, Inc._June 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     
Commission File Number: 001-40886

Cognition Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

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Delaware
13-4365359

(State or other jurisdiction of
(I.R.S. Employer

incorporation or organization)
Identification Number)

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2500 Westchester Ave.
Purchase, NY 10577
10577

(Address of Principal Executive Offices)
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(Zip Code)

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(412) 481-2210
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading symbol
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Name of Exchange on which registered

Common Stock, par value $0.001 per share
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CGTX
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The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
☐
Accelerated filer
☐

Non-accelerated filer
☒  
Smaller reporting company
☒

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Emerging growth company
☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒
As of August 4, 2026, there were 95,093,746 shares of the registrant’s common stock issued and outstanding.
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TABLE OF CONTENTS
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Page

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Cautionary Note on Forward-Looking Statements
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Part I.
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Financial Information
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5

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Item 1.
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Financial Statements (unaudited)
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5

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Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025
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5

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Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025 (unaudited)
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6

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Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025 (unaudited)
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7

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Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited)
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9

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Notes to Financial Statements (unaudited)
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10

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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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24

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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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35

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Item 4.
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Controls and Procedures
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35

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Part II.
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Other Information
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37

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Item 1.
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Legal Proceedings
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37

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Item 1A.
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Risk Factors
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37

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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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37

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Item 3.
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Defaults Upon Senior Securities
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37

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Item 4.
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Mine Safety Disclosures
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37

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Item 5.
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Other Information
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37

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Item 6.
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Exhibits
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38

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Signatures
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39

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Cautionary Note on Forward-Looking Statements
​
This Quarterly Report on Form 10-Q (“Quarterly Report”), contains forward-looking statements concerning our business, operations and financial performance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. All statements other than statements of historical or current facts included in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. In addition, statements including “we believe” or similar phrases reflect our beliefs and opinions on the relevant subject. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in, or implied by these, forward-looking statements and therefore, you should not unduly rely on such statements. These risks and uncertainties include, but are not limited to:
●our ability to raise additional capital to fund our operations and continue the development of our current and future product candidates;
●our ability to maintain the listing of our common stock on the Nasdaq Capital Market;
●our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
●the clinical nature of our business and our ability to successfully and in a timely manner advance our current and future product candidates through our ongoing and future clinical trials, preclinical studies and development activities;
●the timing, scope and likelihood of regulatory filings and approvals, including final regulatory approval of our product candidates;
●our ability to generate revenue from future product sales and our ability to achieve and maintain profitability;
●the accuracy of our projections and estimates regarding our expenses, capital requirements, cash utilization, and need for additional financing; 
●the expected uses of our existing cash and cash equivalents and the sufficiency of such resources to fund our planned operations;
●the extent to which health epidemics and other outbreaks of communicable diseases, geopolitical turmoil, including the ongoing global and regional conflicts or increased trade restrictions between the United States, Russia, China, and other countries, social unrest, political instability, terrorism, or other acts of war could ultimately impact our business, including our ongoing and future clinical trials, preclinical studies and development activities;
●our dependence on the success of zervimesine (CT1812), our lead product candidate;
●the novelty of our approach to targeting the σ-2 (sigma-2) receptor (“S2R”) complex to treat age-related degenerative diseases and disorders, and the challenges we will face due to the novel nature of such approach;
●the success of competing therapies that are or become available; 
●the initiation, progress, success, cost, and timing of our ongoing and future clinical trials, preclinical studies and development activities; 

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●our ability to obtain and maintain regulatory clearance of CT1812 for clinical trials under investigational new drug (“IND”) applications and any future IND applications for any of our other product candidates;
●the performance of third parties in connection with the development of our product candidates, including third parties conducting our future clinical trials as well as third-party suppliers and manufacturers;
●our ability to attract and retain strategic collaborators with development, regulatory, and commercialization expertise; 
●our ability to successfully commercialize our product candidates and develop sales and marketing capabilities, if our product candidates are approved;
●the size and growth of the potential markets for our product candidates and our ability to serve those markets;
●regulatory developments and approval pathways in the United States and foreign countries for our product candidates; 
●the potential scope and value of our intellectual property and proprietary rights;
●our ability, and the ability of any future licensors, to obtain, maintain, defend, and enforce intellectual property and proprietary rights protecting our product candidates, and our ability to develop and commercialize our product candidates without infringing, misappropriating, or otherwise violating the intellectual property or proprietary rights of third parties; 
●risks associated with global political changes and global economic conditions, including inflation, tariffs, or uncertainty caused by political violence and unrest, including ongoing global and regional conflicts;
●developments relating to our competitors and our industry; and
●other risk and uncertainties, including those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K (“Annual Report”) filed with the SEC on March 26, 2026.

You should refer to the “Risk Factors” section of our Annual Report for the year ended December 31, 2025 for a discussion of material factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Exchange Act, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
COGNITION THERAPEUTICS, INC.
BALANCE SHEETS
(unaudited)
(in thousands, except share and per share amounts)
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As of

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June 30, 2026
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December 31, 2025

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  ​ ​ ​
(unaudited)
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Assets
 
​
  ​
​
​
  ​

Current assets:
 
​
  ​
​
​
  ​

Cash and cash equivalents
​
$
 34,012
​
$
 36,810

Grant receivables
​
 
 2,951
​
 
 9,923

Prepaid expenses and other current assets
​
 
 586
​
 
 1,068

Restricted cash equivalents
​
​
 750
​
​
 190

Total current assets
​
 
 38,299
​
 
 47,991

Property and equipment, net
​
 
 87
​
 
 93

Right-of-use assets, operating leases
​
​
 510
​
​
 306

Total assets
​
$
 38,896
​
$
 48,390

Liabilities and Stockholders’ Equity
​
 
  ​
​
 
  ​

Current liabilities:
​
 
  ​
​
 
  ​

Accounts payable
​
$
 673
​
$
 1,119

Accrued expenses
​
 
 3,833
​
 
 11,995

Deferred grant income, current
​
​
 777
​
​
 367

Operating lease liabilities, current
​
​
 89
​
​
 136

Other current liabilities
​
 
 78
​
 
 307

Total current liabilities
​
 
 5,450
​
 
 13,924

Operating lease liabilities, non-current
​
 
 422
​
 
 195

Total liabilities
​
 
 5,872
​
 
 14,119

Commitments and contingencies (Note 6)
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  ​
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  ​

Stockholders’ equity:
​
 
  ​
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  ​

Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2026 and December 31, 2025
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Common stock, $0.001 par value, 250,000,000 shares authorized; 95,055,773 and 88,904,161 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
​
 
 95
​
 
 90

Additional paid-in capital
​
 
 240,078
​
 
 232,828

Accumulated deficit
​
 
 (207,149)
​
 
 (198,647)

Total stockholders’ equity
​
 
 33,024
​
 
 34,271

Total liabilities and stockholders’ equity
​
$
 38,896
​
$
 48,390

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The accompanying notes are an integral part of these financial statements.
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5

Table of Contents

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COGNITION THERAPEUTICS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
(in thousands, except share and per share amounts)
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Three Months Ended June 30, 
​
Six Months Ended June 30, 
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  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2026
  ​ ​ ​
2025
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Operating Expenses:
 
​
  ​
 
​
  ​
​
​
  ​
 
​
  ​
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Research and development
​
$
 5,097
​
$
 11,481
​
$
 11,217
​
$
 22,267
​

General and administrative
​
 
 2,641
​
 
 2,497
​
 
 5,338
​
 
 5,486
​

Total operating expenses
​
 
 7,738
​
 
 13,978
​
 
 16,555
​
 
 27,753
​

Loss from operations
​
 
 (7,738)
​
 
 (13,978)
​
 
 (16,555)
​
 
 (27,753)
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Other income (expense):
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​
​

Grant income
​
 
 3,518
​
 
 7,106
​
 
 7,497
​
 
 12,192
​

Other income, net
​
 
 291
​
 
 141
​
 
 564
​
​
 355
​

Interest expense
​
 
 (3)
​
 
 (3)
​
 
 (8)
​
​
 (8)
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Total other income, net
​
 
 3,806
​
 
 7,244
​
 
 8,053
​
 
 12,539
​

Net loss and comprehensive loss
​
$
 (3,932)
​
$
 (6,734)
​
$
 (8,502)
​
$
 (15,214)
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Net loss per share:
​
​
​
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​
​
​
​
​
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Basic
​
$
 (0.04)
​
$
 (0.11)
​
$
 (0.09)
​
$
 (0.24)
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Diluted
​
$
 (0.04)
​
$
 (0.11)
​
$
 (0.09)
​
$
 (0.24)
​

Weighted-average common shares outstanding:
​
​
​
​
​
​
​
​
​
​
​
​
​

Basic
​
​
 90,624,381
​
​
 63,690,945
​
​
 89,911,806
​
​
 62,169,748
​

Diluted
​
​
 90,624,381
​
​
 63,690,945
​
​
 89,911,806
​
​
 62,169,748
​

​
The accompanying notes are an integral part of these financial statements.
​
​

6

Table of Contents

COGNITION THERAPEUTICS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands, except share amounts)
​
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
Additional
​
​
​
​
Total

​
​
Common Stock
​
Paid-in
​
Accumulated
​
Stockholders’

​
  ​
Shares
  ​
Amount
  ​
Capital
  ​
Deficit
  ​
Equity

Balances as of December 31, 2024
 
 59,854,877
​
$
 60
​
$
 193,850
​
$
 (175,160)
​
$
 18,750

Issuance of common stock under the 2022 ATM, net of commissions and allocated fees
 
 2,004,729
​
​
 2
​
​
 1,458
​
​
 —
​
​
 1,460

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes
 
 115,149
​
​
 —
​
​
 (46)
​
​
 —
​
​
 (46)

Equity-based compensation
​
 —
​
​
 —
​
​
 586
​
​
 —
​
​
 586

Net loss
​
 —
​
​
 —
​
​
 —
​
​
 (8,480)
​
​
 (8,480)

Balances as of March 31, 2025
​
 61,974,755
​
$
 62
​
$
 195,848
​
$
 (183,640)
​
$
 12,270

Issuance of common stock under the 2022 ATM, net of commissions and allocated fees
​
 2,921,744
​
​
 3
​
​
 874
​
​
 —
​
​
 877

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes
​
 66,458
​
​
 —
​
​
 (5)
​
​
 —
​
​
 (5)

Equity-based compensation
 
 —
​
​
 —
​
​
 621
​
​
 —
​
​
 621

Net loss
 
 —
​
​
 —
​
​
 —
​
​
 (6,734)
​
​
 (6,734)

Balances as of June 30, 2025
​
 64,962,957
​
$
 65
​
$
 197,338
​
$
 (190,374)
​
$
 7,029

​
​
​
​
​

7

Table of Contents

COGNITION THERAPEUTICS, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)
(unaudited)
(in thousands, except share amounts)
​
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
​
​
​
​
Additional
​
​
​
​
Total

​
​
Common Stock
​
Paid-in
​
Accumulated
​
Stockholders’

​
  ​
Shares
  ​
Amount
  ​
Capital
  ​
Deficit
  ​
Equity

Balances as of December 31, 2025
 
 88,904,161
​
$
 90
​
$
 232,828
​
$
 (198,647)
​
$
 34,271

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes
​
 396,734
​
​
 —
​
​
 (164)
​
​
 —
​
​
 (164)

Exercise of common stock options
​
 52,878
​
​
 —
​
​
 44
​
​
 —
​
​
 44

Equity-based compensation
​
 —
​
​
 —
​
​
 330
​
​
 —
​
​
 330

Net loss
​
 —
​
​
 —
​
​
 —
​
​
 (4,570)
​
​
 (4,570)

Balances as of March 31, 2026
​
 89,353,773
​
$
 90
​
$
 233,038
​
$
 (203,217)
​
$
 29,911

Issuance of common stock under the 2025 ATM, net of commissions and allocated fees
​
 5,506,610
​
​
 5
​
​
 6,732
​
​
 —
​
​
 6,737

Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes
​
 195,390
​
​
 —
​
​
 (11)
​
​
 —
​
​
 (11)

Equity-based compensation
 
 —
​
​
 —
​
​
 319
​
​
 —
​
​
 319

Net loss
 
 —
​
​
 —
​
​
 —
​
​
 (3,932)
​
​
 (3,932)

Balances as of June 30, 2026
​
 95,055,773
​
$
 95
​
$
 240,078
​
$
 (207,149)
​
$
 33,024

​
The accompanying notes are an integral part of these financial statements.
​
​
​

8

Table of Contents

​
​
COGNITION THERAPEUTICS, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
​
​

​

​

​

​

​

​

​
​
Six Months Ended June 30, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Cash flows from operating activities:
 
​
  ​
 
​
  ​

Net loss
​
$
 (8,502)
​
$
 (15,214)

Adjustments to reconcile net loss to net cash used in operating activities:
​
 
​
​
 
  ​

Depreciation and amortization
​
 
 21
​
​
 7

Equity-based compensation
​
 
 649
​
​
 1,207

Amortization of right-of-use assets
​
​
 102
​
​
 99

Gain on lease modification
​
​
 (21)
​
​
 —

Loss on disposal of property and equipment
​
​
 5
​
​
 —

Changes in operating assets and liabilities:
​
 
​
​
​
​

Grant receivables
​
 
 6,972
​
​
 (3,599)

Prepaid expenses and other assets
​
 
 482
​
​
 653

Accounts payable and accrued expenses
​
 
 (8,608)
​
​
 539

Deferred grant income and other liabilities
​
​
 410
​
​
 916

Operating lease liabilities
​
 
 (105)
​
​
 (108)

Net cash used in operating activities
​
 
 (8,595)
​
 
 (15,500)

Cash flows from investing activities:
​
 
​
​
 
​

Payments for property and equipment
​
 
 (20)
​
​
 —

Net cash used in investing activities
​
 
 (20)
​
 
 —

Cash flows from financing activities:
​
 
  ​
​
 
  ​

Proceeds from issuance of common stock under the ATM sales agreements, net of commissions and allocated fees
​
​
 6,737
​
​
 2,337

Proceeds from the exercise of common stock options
​
​
 44
​
​
 —

Payment of employee withholding taxes on vested restricted stock units
​
​
 (175)
​
​
 (51)

Payments on loan payable
​
​
 (229)
​
​
 (238)

Net cash provided by financing activities
​
 
 6,377
​
 
 2,048

Net decrease in cash, cash equivalents and restricted cash equivalents
​
 
 (2,238)
​
 
 (13,452)

Cash, cash equivalents, and restricted cash equivalents
​
​
​
​
​
​

Cash, cash equivalents, and restricted cash equivalents – beginning of period
​
 
 37,000
​
 
 25,009

Cash, cash equivalents, and restricted cash equivalents – end of period
​
$
 34,762
​
$
 11,557

Supplemental disclosures of non-cash financing activities:
​
 
  ​
​
 
  ​

Operating lease assets and liabilities recognized during the period
​
$
 306
​
$
 —

​
The accompanying notes are an integral part of these financial statements.
​

9

Table of Contents

COGNITION THERAPEUTICS, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
(in thousands, except share and per share amounts)
1. Description of Business and Financial Condition
Cognition Therapeutics, Inc. (the “Company”) was incorporated as a Delaware corporation on August 21, 2007. The Company is a biopharmaceutical company developing disease modifying therapies targeting age-related degenerative diseases and disorders of the central nervous system (“CNS”) and retina. The Company’s pipeline candidates were discovered using proprietary biology and chemistry platforms designed to identify novel drug targets and disease-modifying therapies that address dysregulated pathways specifically associated with neurodegenerative diseases. The Company was founded on the unique combination of biological expertise around these targets, including proprietary assays that emphasize functional responses, and proprietary medicinal chemistry intended to produce novel, high-quality small-molecule drug candidates.
On December 23, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-268992) (the “Shelf”) with the Securities and Exchange Commission (“SEC”) in relation to the registration of common stock, preferred stock, debt securities, warrants, subscription rights, and/or units of any combination thereof of up to $200,000 in aggregate. The Shelf was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into a sales agreement (the “Previous Sales Agreement”) with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (the “Sales Agents”) providing for the offering, issuance and sale by the Company of up to $40,000 of its common stock from time to time in “at-the-market” offerings under the Shelf (the “2022 ATM”). On December 16, 2025, the Company delivered written notice to B. Riley Securities, Inc. to terminate the Previous Sales Agreement, effective December 18, 2025. The Company is not subject to any termination penalties related to the termination of the Previous Sales Agreement. Prior to the termination, approximately $12,465 remained in gross proceeds available for future issuances of common stock under the 2022 ATM.
On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) for an equity line financing (the “Purchase Agreement”). The Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $35,000 of shares of common stock in the Company’s sole discretion, over a 36-month period commencing on March 10, 2023. During the six months ended June 30, 2026, the Company did not sell any shares of common stock to Lincoln Park. On March 10, 2026, the Lincoln Park Purchase Agreement expired. Please refer to Note 7 – Stockholders’ Equity.
In August 2025, the Company entered into Securities Purchase Agreements with two institutional investors relating to the issuance of an aggregate of 14,700,000 shares of the Company’s common stock to such investors at a purchase price of $2.05 per share in a registered direct offering (the “Registered Direct Offering”). The Company also entered into a Placement Agency Agreement on such date (the “Purchase Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC, (“Titan”) acting as the sole placement agent for the Registered Direct Offering. The Company closed this offering on August 29, 2025. The Company received net proceeds of approximately $27,890, after deducting $2,245 of unwriting discounts, commissions, placement agent fees, and other offering related expenses payable by the Company. Refer to Note 7 – Stockholders’ Equity.
On December 18, 2025, the Company filed a shelf registration statement with the SEC and a prospectus supplement, which registered the offering, issuance and sale of up to $300,000 of various equity and debt securities and up to $75,000 of common stock pursuant to an at-the-market equity offering program with Jefferies LLC (“Jefferies”) (the “2025 ATM”). For the six months ended June 30, 2026, the Company sold 5,506,610 shares of common stock pursuant to the 2025 ATM for gross proceeds of approximately $6,945. As of June 30, 2026, there was $68,055 remaining of common stock available for sale under the 2025 ATM. Refer to Note 7 – Stockholders’ Equity.

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Table of Contents

Liquidity
The Company’s Financial Statements have been prepared on a going concern basis, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses of $8,502 for the six months ended June 30, 2026 and $23,487 for the year ended December 31, 2025. As of June 30, 2026, the Company held cash and cash equivalents of $34,012, compared to $36,810 of cash and cash equivalents as of December 31, 2025. The Company has incurred losses and negative cash flows from operations and has an accumulated deficit of $207,149 as of June 30, 2026. The Company expects to continue to incur losses for the foreseeable future.
As of August 7, 2026, the date of issuance of these Financial Statements, the Company believes that its cash and cash equivalents as of June 30, 2026 is sufficient to fund operations for the period through one year after the date of this filing. 
​
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying 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 the rules and regulations of the SEC and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited interim financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of June 30, 2026, the statements of operations and comprehensive loss and stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025. Such adjustments are of a normal and recurring nature. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results for the year ending December 31, 2026, or for any future period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 26, 2026.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash Equivalents
Cash, cash equivalents, and restricted cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents, and restricted cash equivalents reported on the balance sheet which, in aggregate, represents the amount reported in the statements of cash flows for the six months ended June 30, 2026 and 2025:
​
​

​

​

​

​

​

​

​
​
As of June 30,

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Cash and cash equivalents
​
$
 34,012
​
$
 10,743

Restricted cash equivalents
​
 
 750
​
 
 814

Total
​
$
 34,762
​
$
 11,557

​

11

Table of Contents

Receivables
Grant Receivables
Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Aging (“NIA”), a division of the National Institute of Health (“NIH”), and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables.
Grant Income
The Company generates grant income through grants and donations from government and other (non-government) parties. Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. Deferred grant income represents grant proceeds received by the Company prior to the period in which the reimbursable research and development services are incurred. For the three and six months ended June 30, 2026, the Company generated grant income of $3,518 and $7,497, respectively, as compared to $7,106 and $12,192 for the three and six months ended June 30, 2025, respectively, primarily from reimbursements from the NIA for aging research. Deferred grant income as of June 30, 2026 and December 31, 2025 of $777 and $367, respectively.
The grants awarded relate to agreed-upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grants, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. While these NIH grants do not contain payback provisions, the NIH or other government agency may review the Company’s performance, cost structures and compliance with applicable laws, regulations, policies and standards and the terms and conditions of the applicable NIH grant. If any of the expenditures are found to be unallowable or allocated improperly or if the Company has otherwise violated terms of such NIH grant, the expenditures may not be reimbursed and/or the Company may be required to repay funds already disbursed. To date, the Company has not been found to have breached the terms of any NIH grant. As of June 30, 2026, the Company has been awarded grants with project periods that extend through May 31, 2027, subject to extension.
Research and Development Costs
The Company is involved in research and development of treatments for a variety of diseases related to the central nervous system, including Alzheimer’s disease, dementia with Lewy bodies (“DLB”), and geographic atrophy (“GA”) secondary to dry age-related macular degeneration. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to its research and development activities, including allocated facility-related expenses and external costs of outside vendors, including CROs, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the financial statements as prepaid expenses or as accrued research and development expenses.

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Table of Contents

Equity-based Compensation
Following the provisions of ASC 718, Compensation — Stock Compensation, the Company recognizes compensation expense for equity-based grants using the straight-line attribution method, in which the expense is recognized ratably over the requisite service period within operating expenses based on the grant date fair value. The Company also has granted awards subject to performance-based vesting. The Company recognizes compensation expense for these awards commencing in the period in which the vesting condition becomes probable of achievement. The grant date fair value of stock options are estimated on the date of grant using the Black-Scholes option pricing model. Forfeitures are recognized in the period in which they occur.
Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Refer to Note 8 – Equity-based Compensation for additional information.
Concentration of Credit Risk
The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds.
Fair Value of Financial Instruments
The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other assets, accounts payable, accrued expenses and other liabilities approximate fair value because of the short-term maturity of these financial instruments. 
The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:
●Level 1 —  Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

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●Level 2 —  Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
●Level 3 —  Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Accounting
Warrants are accounted for either as equity or liabilities based upon the characteristics and provisions of each instrument in accordance with ASC 815, Derivatives and Hedging, and ASC 480, Distinguishing Liabilities from Equity. Warrants classified as equity are recorded at fair value as of the date of issuance on the balance sheets and no further adjustments to their valuation are made. Warrants classified as liabilities and other financing instruments that require accounting as liabilities are recorded on the balance sheets at their fair value on the date of issuance and are revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. Management estimates the fair value of these liabilities using the Black-Scholes model and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions, expected volatility, expected life, yield, and risk-free interest rate.
Net Loss Per Share
Basic net loss per share is computed by dividing the net loss per share by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. 
Segments
The Company has determined that it operates and manages one operating segment, which is the business of development of clinical and preclinical product candidates for neurodegenerative disorders, such as Alzheimer’s disease and DLB. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. Refer to Note 10 – Segment Reporting for more information.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Recent Accounting Pronouncements
Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public business entities to provide more detailed information in the notes to the financial statements about 

14

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specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the statement of operations and comprehensive loss. The guidance is effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”), to clarify the application of derivative accounting to contracts with features based on the operations or activities of one of the parties to the contract and the di