Source: sec
Source ID: 0001213900-26-089592
URL: https://www.sec.gov/Archives/edgar/data/1788028/000121390026089592/ea0300872-10q_jasper.htm
Symbol: (JSPR)
Published: 2026-08-14 11:00:39 EDT
Time precision: minute
Title: 10-Q QUARTERLY REPORT

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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:
001-39138
JASPER THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
84-2984849
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2200 Bridge Pkwy
Suite #102
Redwood City
,
CA
94065
(Address of principal executive offices)
(Zip Code)
(650)
549-1400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per share
JSPR
The Nasdaq Stock Market LLC
Redeemable Warrants, each ten warrants exercisable for one share of Voting Common Stock at an exercise price of $115.00
JSPRW
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:
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
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 10, 2026 the number of shares of the registrant’s common stock outstanding was
33,274,561
shares of voting common stock, $0.0001 par value per share, and no shares of non-voting common stock, $0.0001 par value per share.
JASPER THERAPEUTICS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2026
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
1
Item 1.
Financial Statements (Unaudited)
1
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025
2
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025
3
Condensed Consolidated Statements of Cash Flows for six months ended June 30, 2026 and 2025
4
Notes to Condensed Consolidated Financial Statements
5
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
38
Item 4.
Controls and Procedures
38
PART II. OTHER INFORMATION
39
Item 1.
Legal Proceedings
39
Item 1A.
Risk Factors
39
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
54
Item 3.
Defaults Upon Senior Securities
54
Item 4.
Mine Safety Disclosures
54
Item 5.
Other Information
54
Item 6.
Exhibits
55
SIGNATURES
56
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
JASPER THERAPEUTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
June 30,
December 31,
2026
2025
Assets
Current assets:
Cash and cash equivalents
$
7,314
$
28,692
Restricted cash, current
417
—
Prepaid expenses and other current assets
3,840
5,953
Total current assets
11,571
34,645
Property and equipment, net
60
102
Operating lease right-of-use assets
128
502
Restricted cash, non-current
—
417
Other non-current assets
43
113
Total assets
$
11,802
$
35,779
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
2,778
$
6,220
Operating lease liabilities
270
1,235
Accrued expenses and other current liabilities
4,797
5,745
Total current liabilities
7,845
13,200
Warrant liability
2,544
16,164
Other non-current liabilities
—
2,264
Total liabilities
10,389
31,628
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock: $
0.0001
par value —
10,000,000
shares authorized at June 30, 2026 and December 31, 2025;
none
issued and outstanding at June 30, 2026 and December 31, 2025
—
—
Common stock: $
0.0001
par value —
492,000,000
shares authorized at June 30, 2026 and December 31, 2025;
28,079,552
and
27,996,819
shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
3
3
Additional paid-in capital
322,014
320,818
Accumulated deficit
(
320,604
)
(
316,670
)
Total stockholders’ equity
1,413
4,151
Total liabilities and stockholders’ equity
$
11,802
$
35,779
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
JASPER THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
(unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Operating expenses
Research and development
$
5,135
$
21,196
$
10,949
$
37,353
General and administrative
4,072
5,880
9,210
11,525
Total operating expenses
9,207
27,076
20,159
48,878
Loss from operations
(
9,207
)
(
27,076
)
(
20,159
)
(
48,878
)
Interest income
82
437
246
1,061
Change in fair value of warrant liability
3,980
—
13,620
—
Other income (expense), net
2,385
(
84
)
2,359
(
147
)
Total other income, net
6,447
353
16,225
914
Net loss and comprehensive loss
$
(
2,760
)
$
(
26,723
)
$
(
3,934
)
$
(
47,964
)
Net loss per share attributable to common stockholders, basic and diluted
$
(
0.10
)
$
(
1.74
)
$
(
0.14
)
$
(
3.16
)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
28,696,937
15,333,962
28,684,447
15,178,904
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
JASPER THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
Three Months Ended June 30, 2026
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance as of March 31, 2026
27,996,819
3
321,241
(
317,844
)
3,400
Issuance of common stock pursuant to Employee Stock Purchase Plan
12,983
—
9
—
9
Issuance of common stock for vested restricted stock units
69,750
—
—
—
—
Stock-based compensation expense
—
—
764
—
764
Net loss
—
—
—
(
2,760
)
(
2,760
)
Balance as of June 30, 2026
28,079,552
3
322,014
(
320,604
)
1,413
Three Months Ended June 30, 2025
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance as of March 31, 2025
15,022,122
$
2
$
304,352
$
(
262,110
)
$
42,244
Issuance of common stock pursuant to Employee Stock Purchase Plan
47,763
—
223
—
223
Issuance of common stock for vested restricted stock units
12,000
—
—
—
—
Issuance of common stock through ATM line net of commissions and issuance costs of $
0.3
million
1,137,358
—
5,940
—
5,940
Stock-based compensation expense
—
—
1,817
—
1,817
Net loss
—
—
—
(
26,723
)
(
26,723
)
Balance as of June 30, 2025
16,219,243
$
2
$
312,332
$
(
288,833
)
$
23,501
Six Months Ended June 30, 2026
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance as of December 31, 2025
27,996,819
3
320,818
(
316,670
)
4,151
Issuance of common stock pursuant to Employee Stock Purchase Plan
12,983
—
9
—
9
Issuance of common stock for vested restricted stock units
69,750
—
—
—
—
Stock-based compensation expense
—
—
1,187
—
1,187
Net loss
—
—
—
(
3,934
)
(
3,934
)
Balance as of June 30, 2026
28,079,552
3
322,014
(
320,604
)
1,413
Six Months Ended June 30, 2025
Common Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Deficit
Equity
Balance as of December 31, 2024
15,022,122
$
2
$
302,541
$
(
240,869
)
$
61,674
Issuance of common stock pursuant to Employee Stock Purchase Plan
47,763
—
223
—
223
Issuance of common stock for vested restricted stock units
12,000
—
—
—
—
Issuance of common stock through ATM line net of commissions and issuance costs of $
0.3
million
1,137,358
—
5,940
—
5,940
Stock-based compensation expense
—
—
3,628
—
3,628
Net loss
—
—
—
(
47,964
)
(
47,964
)
Balance as of June 30, 2025
16,219,243
$
2
$
312,332
$
(
288,833
)
$
23,501
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
JASPER THERAPEUTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
June 30,
2026
2025
Cash flows used in operating activities
Net loss
$
(
3,934
)
$
(
47,964
)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense
42
537
Non-cash lease expense
374
508
Stock-based compensation expense
1,187
3,628
Change in fair value of warrant liability
(
13,620
)
—
(Gain) loss on disposal of property and equipment
(
80
)
2
Gain on reversal of CIRM grant liability
(
2,264
)
—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
2,113
718
Other non-current assets
70
628
Accounts payable
(
3,442
)
4,007
Accrued expenses and other current liabilities
(
948
)
391
Operating lease liability
(
965
)
(
750
)
Net cash used in operating activities
(
21,467
)
(
38,295
)
Cash flows provided by investing activities
Purchases of property and equipment
—
(
7
)
Proceeds from sales of property and equipment
80
12
Net cash provided by investing activities
80
5
Cash flows from financing activities
Proceeds from issuance of common stock through ATM and underwritten offerings, net
—
5,940
Proceeds from issuance of common stock pursuant to Employee Stock Purchase Plan
9
223
Net cash provided by financing activities
9
6,163
Net decrease in cash, cash equivalents and restricted cash
(
21,378
)
(
32,127
)
Cash, cash equivalents and restricted cash at beginning of the period
29,109
72,054
Cash, cash equivalents and restricted cash at end of the period
$
7,731
$
39,927
Supplemental and non-cash items reconciliations
Right-of-use asset obtained in exchange for lease liabilities
$
—
$
1,092
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
JASPER THERAPEUTICS, INC.
NOTES TO UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Description of Business
Jasper Therapeutics, Inc., together with its consolidated subsidiary, Jasper Tx Corp. (collectively, “Jasper” or the “Company”), was incorporated in the State of Delaware in March 2018. The Company’s headquarters are located in Redwood City, California. In September 2021, the Company completed a merger with Amplitude Healthcare Acquisition Corporation and became a public company. On July 16, 2026, the Company acquired Kira Pharmaceuticals, a Cayman Islands exempted company (“Kira”) (See Note 15). Jasper is a clinical-stage biotechnology company advancing a pipeline of biologic agents designed to improve outcomes in patients with immunologically-driven disorders.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for financial reporting.
The accompanying condensed financial statements are consolidated and include the accounts of Jasper Therapeutics, Inc. and its wholly-owned subsidiary, Jasper Tx Corp, which had no operations during the periods presented.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on the Form 10-K filed with the SEC on March 30, 2026. There were no changes to the Company’s significant accounting policies as described in the Annual Report on Form 10-K. The information as of December 31, 2025, included in the condensed consolidated balance sheets was derived from the Company’s audited financial statements. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s consolidated financial statements. 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 year ending December 31, 2026 or for any other interim period or for any other future year.
5
Going Concern
In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of the Company’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, the Company evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about its ability to continue as a going concern. The mitigating effect of the Company’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. In performing this analysis, the Company excluded certain elements of its operating plan that cannot be considered probable.
The Company has incurred significant losses and negative cash flows from operations since its inception. During the three and six months ended June 30, 2026, the Company incurred net losses of $
2.8
million and $
3.9
million, respectively. During the three and six months ended June 30, 2025, the Company incurred net losses of $
26.7
million and $
48.0
million, respectively. During the six months ended June 30, 2026 and 2025, the Company had negative cash flows from operations of $
21.5
million and $
38.3
million, respectively. As of June 30, 2026, the Company had an accumulated deficit of $
320.6
million. The Company expects to continue to incur substantial losses, and its ability to achieve and sustain profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure. As of June 30, 2026, the Company had cash and cash equivalents of $
7.3
million. In July 2026, the Company completed a private placement financing through the sale of non-voting convertible preferred stock, resulting in gross proceeds of $
132.0
million (see Note 15). The Company has agreed to seek a stockholder vote to convert the Non-Voting Convertible Preferred Stock within 120 days from the closing of the merger. In addition, in the event the Company is unable to obtain stockholder approval of the conversion of the Non-Voting Convertible Preferred Stock within 12 months of the closing of the Merger, holders have the right to require the Company to repurchase the Non-Voting Convertible Preferred Stock at the then current fair market value. Accordingly, based on the Company’s current operating plan, and along with the Company’s history of operating losses, and given the potential risk of having to repurchase the Non-Voting Convertible Preferred Stock if the Company is unable to obtain stockholder approval to convert it to Common Stock within 12 months, the Company’s current cash and cash equivalents may not be sufficient to fund the Company’s ongoing operations for a period of at least twelve months from the issuance date of these condensed consolidated financial statements. Accordingly, the Company has concluded that substantial doubt exists about its ability to continue as a going concern.
Management expects to finance the Company’s future cash needs through equity or debt financings, collaborations or a combination of these approaches, and given the imminent need for additional funding to continue to fund operations in the near-term, the Company is actively seeking additional capital to extend the cash runway. However, due to several factors, including those outside management’s control, there can be no assurance that the Company will be able to complete additional financings. The Company’s ability to raise additional funds may be adversely impacted by negative global economic conditions and any disruptions to and volatility in the credit and financial markets in the United States and worldwide or other factors. There can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable or acceptable to the Company. The Company routinely evaluates cost reduction measures to proactively manage cash burn, but if the Company is unable to obtain adequate financing when needed or on terms favorable or acceptable to it, the Company may be forced to take broader actions such as to delay, reduce the scope of or eliminate one or more of its research and development programs. The Company concluded the likelihood that its plan to successfully obtain sufficient funding or adequately delay or reduce expenditures, while reasonably possible, is less than probable.
The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These unaudited interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
6
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, assumptions and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions made in the condensed consolidated financial statements include, but are not limited to, the determination of the accrued research and development expenses, the measurement of stock-based compensation expense and the valuation of warrant liability. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total amount shown in the condensed consolidated statements of cash flows (in thousands):
June 30,
December 31,
2026
2025
Cash and cash equivalents
$
7,314
$
28,692
Restricted cash, current
417
—
Restricted cash, non-current
—
417
Total cash, cash equivalents and restricted cash
$
7,731
$
29,109
Cash and cash equivalents consist of cash held in operating accounts and investments in money market funds. Restricted cash relates to the letter of credit secured in conjunction with the operating lease (Note 8) and was included in current assets in the condensed consolidated balance sheets as of June 30, 2026. Restricted cash was non-current in the condensed consolidated balance sheets as of December 31, 2025.
Concentrations of Credit Risk and Other Risks and Uncertainties
The Company’s cash and cash equivalents are maintained with financial institutions in the United States of America. Cash balances are held at financial institutions and account balances may exceed federally insured limits. To date, the Company has not experienced any losses on its cash, cash equivalents and marketable securities’ balances and periodically evaluates the creditworthiness of its financial institutions.
The Company is subject to risks common to companies in the development stage, including, but not limited to, development and regulatory approval of new product candidates, development of markets and distribution channels, dependence on key personnel, and the ability to obtain additional capital as needed to fund its product plans. To achieve profitable operations, the Company must successfully develop and obtain requisite regulatory approvals for, manufacture, and market its product candidates. There can be no assurance that any such product candidate can be developed and approved or manufactured at an acceptable cost and with appropriate performance characteristics, or that such product will be successfully marketed. These factors could have a material adverse effect on the Company’s future financial results.
Products developed by the Company require approval from the U.S. Food and Drug Administration (the “FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s future products will receive the necessary clearances. If the Company were denied such clearances or such clearances were delayed, it could have a materially adverse impact on the Company.
7
Recent Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The amendments do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU to its condensed consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments in ASU 2025-06 remove all references to prescriptive and sequential software development stages. This ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed, and the software will be used for its intended purpose. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU to its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832). This ASU provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. ASU No. 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU to its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting: Narrow-Scope Improvements (Topic 270). This ASU improves clarity for interim financial reporting requirements under the existing guidance within ASC Topic 270, by creating a comprehensive list of interim disclosure requirements, clarifying scope and applicability, along with adding a principle to disclose all material events that have occurred since the most recently filed Annual Report on Form 10-K. ASU No. 2025-11 is effective for interim reporting for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU to its consolidated financial statements.
NOTE 3. FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
●
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
●
Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
●
Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
8
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. In addition, restricted cash collateralized by money market funds is a financial asset measured at fair value and is a Level 1 financial instrument under the fair value hierarchy.
Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data, such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. The Company had no financial instruments classified at Level 2 as of June 30, 2026 and December 31, 2025.
Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. As of June 30, 2026 and December 31, 2025, the Company’s Level 3 liabilities consisted of the warrant liability.
There were no transfers within the hierarchy during the three and six months ended June 30, 2026 and 2025.
The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy (in thousands):
June 30, 2026
Level 1
Level 2
Level 3
Total
Financial assets
Money market funds
$
6,314
$
—
$
—
$
6,314
Total fair value of assets
$
6,314
$
—
$
—
$
6,314
Financial liabilities
Warrant liability
$
—
$
—
$
2,544
$
2,544
Total fair value of financial liabilities
$
—
$
—
$
2,544
$
2,544
December 31, 2025
Level 1
Level 2
Level 3
Total
Financial assets
Money market funds
$
27,692
$
—
$
—
$
27,692
Total fair value of assets
$
27,692
$
—
$
—
$
27,692
Financial liabilities
Warrant liability
$
—
$
—
$
16,164
$
16,164
Total fair value of financial liabilities
$
—
$
—
$
16,164
$
16,164
9
The following table sets forth a summary of the changes in the fair value of the Company’s warrant liability (in thousands):
Warrant
Liability
Fair Value as of December 31, 2025
$
16,164
Change in the fair value
(
9,640
)
Fair Value as of March 31, 2026
6,524
Change in the fair value
(
3,980
)
Fair Value as of June 30, 2026
$
2,544
The Company uses the Black-Scholes pricing model to determine the fair value of its warrant liability using Level 3 inputs. Inputs used to determine estimated fair value of the warrant liability include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liability is the expected volatility of the warrants. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to the fair value.
The key inputs into valuation models used to estimate the fair value of the warrant liability as of June 30, 2026 and December 31, 2025 were as follows:
June 30,
December 31,
2026
2025
Common stock price
$
0.42
$
1.83
Expected term (in years)
3.73
4.22
Expected volatility
119.82
%
113.30
%
Risk-free interest rate
4.16
%
3.66
%
NOTE 4. CONDENSED CONSOLIDATED BALANCE SHEET COMPONENTS
Prepaid expenses and other current assets
The following table summarizes the details of prepaid expenses and other current assets as of the dates set forth below (in thousands):
June 30,
December 31,
2026
2025
Research and development prepaid expenses
$
2,836
$
4,320
Prepaid insurance
519
866
Prepaid travel expenses
230
103
Other prepaid expenses and current assets
255
664
Total
$
3,840
$
5,953
10
Property and equipment, net
The following table summarizes the details of property and equipment, net as of the dates set forth below (in thousands):
June 30,
December 31,
2026
2025
Leasehold improvements
$
2,711
$
2,711
Lab equipment
871
1,513
Office furniture & fixtures
522
522
Computer equipment
170
170
Property and equipment, gross
4,274
4,916
Less: accumulated depreciation and amortization
(
4,214
)
(
4,814
)
Property and equipment, net
$
60
$
102
Depreciation and amortization expense was $
21,000
and $
0.3
million for the three months ended June 30, 2026 and 2025, and $
42,000
and $
0.5
million for the six months ended June 30, 2026 and 2025, respectively.
Accrued expenses and other current liabilities
The following table summarizes the details of accrued expenses and other current liabilities as of the dates set forth below (in thousands):
June 30,
December 31,
2026
2025
Research and development accrued expenses
$
2,585
$
3,775
Accrued employee and related compensation expenses
1,452
1,589
Accrued legal and professional expenses
715
261
Other
45
120
Total
$
4,797
$
5,745
NOTE 5. CIRM GRANT
In November 2020, California Institute for Regenerative Medicine (“CIRM”) awarded the Company $
2.3
million in support of the research project related to a monoclonal antibody that depletes blood stem cells and enables chemotherapy-free transplants. The Company has received an aggregate of $
2.3
million from CIRM through June 30, 2026. There are no further amounts available for future distribution to the Company under the grant.
Under the terms of the grant, both CIRM and the Company agreed to co-fund the research project and the amount of the Company’s co-funding requirement was predetermined as a part of the award. Under the terms of the CIRM grant, the Company is obligated to pay royalties and licensing fees based on
0.1
% of net sales of CIRM-funded inventions per $
1.0
million of CIRM grant. As an alternative to revenue sharing, the Company has the option to convert the award to a loan. In the event the Company exercises its right to convert the award to a loan, it would be obligated to repay the loan within ten business days of making such election. Repayment amounts vary dependent on when the award is converted to a loan, ranging from
60
% of the award granted to amounts received plus interest at the rate of the three-month LIBOR rate plus
25
% per annum. Since the Company may be required to repay some or all of the amounts awarded by CIRM, the Company had historically accounted for this award as a liability, recorded without discount or interest given the uncertainty as to amounts that would become due. In the absence of explicit U.S. GAAP guidance on contributions received by business entities from government entities, the Company applied the recognition and measurement guidance in ASC Topic 958-605 Not-for-Profit Entities: Revenue Recognition—Contributions to the CIRM grant by analogy.
During the three months ended June 30, 2026, the Company determined that the principal path for briquilimab is obtaining and monetizing a priority review voucher, proceeds from which are excluded from royalty-bearing net sales under the CIRM grant. As a result, the Company determined it would not elect to convert the award to a loan and concluded that repayment is no longer probable. Accordingly, the Company reversed the $
2.3
million liability and recognized a corresponding gain in other income during the three months ended June 30, 2026. As of June 30, 2026, no amount related to the CIRM grant is recorded in other non-current liabilities in the condensed consolidated balance sheet (compared to $
2.3
million as of December 31, 2025).
11
NOTE 6. SIGNIFICANT AGREEMENTS
Stanford License Agreements
In March 2021, the Company entered into an exclusive license agreement with Stanford (as amended through June 2026, the “2021 Stanford License Agreement”). Each amendment modified certain milestones set forth thereunder. The Company received a worldwide, exclusive license, with a right to sublicense, for briquilimab in the field of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated. Stanford transferred to the Company certain know-how and patents related to briquilimab (together, the “Licensed Technology”). Under the terms of this agreement, the Company is required to use commercially reasonable efforts to develop, manufacture and sell licensed product and to develop markets for a licensed product. In addition, the Company is required to use commercially reasonable efforts to meet the milestones as specified in the agreement over the approximately eight years from execution of the 2021 Stanford License Agreement and must notify Stanford in writing as each milestone is met.
The Company is obligated to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $
25,000
for each first and second year, $
35,000
for each third and fourth year and $
50,000
at each anniversary thereafter ending upon the first commercial sale. The Company is also obligated to pay late-stage clinical development milestone payments and first commercial sales milestone payments of up to $
9.0
million in total. The Company will also pay low single-digit royalties on net sales of licensed products, if approved. The Company recognized $
50,000
and $
35,000
in annual license maintenance fees as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2026 and 2025, respectively.
The 2021 Stanford License Agreement expires on a country-by-country basis on the last-to-expire valid claim of a licensed patent in such country. The Company may terminate the agreement by giving Stanford written notice at least 12 months in advance of the effective date of termination. The Company may also terminate the agreement solely with respect to any particular patent application or patent by giving Stanford written notice at least 60 days in advance of the effective date of termination. Stanford may terminate the agreement after 90 days from a written notice by Stanford, specifying a problem, including a delinquency on any report required pursuant to the agreement or any payment, missing a milestone or a material breach, unless the Company remediates the problem in that 90-day period.
In December 2024, the Company entered into a co-exclusive license agreement with Stanford (the “2024 Stanford License Agreement”). The Company received a co-exclusive license in the United States, with a right to sublicense, for a certain patent to be used in the field of the treatment and prevention of human diseases, including the use of anti-CD117 antibodies (other than JSP191) for the purpose of depleting endogenous blood stem cells in patients for whom hematopoietic cell transplantation is indicated (the “Co-Exclusive Licensed Field of Use”) and an exclusive license in the United States for the use of the same patent in the field provided in the 2021 Stanford License Agreement (the “Exclusive Licensed Field of Use”). Stanford will have at most one other commercial license for the licensed patent in the Co-Exclusive Licensed Field of Use. Under the terms of this agreement, the Company is required to use commercially reasonable efforts to develop, manufacture and sell a licensed product and to develop markets for a licensed product. In addition, the Company is required to use commercially reasonable efforts to meet the milestones as specified in the agreement over approximately
4.5
years from the execution of the agreement and must notify Stanford in writing when, and if, each milestone is met.
In June 2026, the Company entered into Amendment No. 3 to the Stanford License Agreement, which amended and restated the milestone schedule under the agreement, including milestones that extend through July 31, 2029.
The Company paid a license issue fee of $
75,000
, following the execution of the agreement, in January 2025. The Company is also obligated to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement, as follows: $
25,000
for each of the first through third years, $
50,000
for each of the fourth through sixth years and $
65,000
at each anniversary thereafter. The Company is also obligated to pay clinical development milestone payments of up to $
1.3
million and sales milestone payments of up to $
7.0
million in total. The Company will pay low single-digit royalties on net sales of licensed products, if approved. The Company will pay Stanford a portion of sublicensee consideration if a sublicense is granted. As of June 30, 2026 and December 31, 2025, there was $
0
and $
25,000
, respectively, of accounts payable recorded in the condensed consolidated balance sheets related to the annual license maintenance fee.
The Company may terminate the agreement by giving Stanford written notice at least 30 days in advance of the effective date of termination. Stanford may terminate the agreement by giving the Company 90 days written notice for a problem, including a delinquency on any report required pursuant to the agreement, missing a milestone or a material breach, and by giving the Company 30 days written notice for a payment default, unless the Company remediates the problem in that 90-day or 30-day period.
12
NOTE 7. WARRANTS
In September 2025, in connection and together with the issuance of
11,670,707
shares of the Company’s voting common stock through the underwritten offering (the “September 2025 Offering”), the Company issued pre-funded warrants to purchase
675,000
shares of common stock (the “Pre-Funded Warrants”) and common stock warrants to purchase
12,345,707
shares of common stock (the “Common Warrants”). See Note 9 for additional details about the September 2025 Offering.
Pre-Funded Warrants
The exercise price of each Pre-Funded Warrant is $
0.0001
per share. The Pre-Funded Warrants are exercisable at the option of each holder in whole or in part at any time after their original issuance and have no expiration date. The Pre-Funded Warrants may be exercised by means of cash or the cashless settlement of the net number of shares of common stock determined according to a formula set forth in the Pre-Funded Warrants. However, a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed
4.99
% (or, at the election of the holder,
9.99
% or
19.99
%) of the number of issued and outstanding shares of common stock following such exercise. However, any holder of a Pre-Funded Warrant may increase or decrease such percentage to any other percentage not in excess of
19.99
%, provided that the holder shall provide at least 61 days’ prior written notice to the Company prior to the date such increase shall be effective.
Pursuant to the terms of the Pre-Funded Warrant, upon the consummation of a Fundamental Transaction, as defined in the Pre-Funded Warrants, the holders of the Pre-Funded Warrants are entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holders would have received had they exercised the Pre-Funded Warrants immediately prior to such Fundamental Transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants.
The Company concluded that the Pre-Funded Warrants met the equity indexation criteria and the Pre-Funded Warrants are therefore accounted for in stockholders’ equity. In the quarter-ended September 20, 2025 the Company recorded $
0.3
million to additional paid-in capital upon issuance of the Pre-Funded Warrants.
As of June 30, 2026,
none
of the Pre-Funded Warrants have been exercised.
Common Warrants
The exercise price of each Common Warrant is $
2.92
per share. Each Common Warrant is exercisable commencing on the six month anniversary of the date of issuance and thereafter for a period of four years. The Common Warrants may be exercised by means of cash or the cashless settlement of the net number of shares of common stock determined according to a formula set forth in the Common Warrants. However, a holder will not be entitled to exercise any portion of any Common Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by such holder (together with its affiliates) to exceed
4.99
% (or, at the election of the holder,
9.99
% or
19.99
%) of the number of issued and outstanding shares of common stock following such exercise. However, any holder of a Common Warrant may increase or decrease such percentage to any other percentage not in excess of
19.99
%, provided that the holder shall provide at least 61 days’ prior written notice to the Company prior to the date such increase shall be effective.
Pursuant to the terms of the Common Warrant, upon the consummation of a Fundamental Transaction, as defined in the Common Warrants, the holders of the Common Warrants are entitled to receive, upon exercise of the Common Warrant, the kind and amount of securities, cash or other property that such holders would have received had they exercised the Common Warrants immediately prior to such Fundamental Transaction, without regard to any limitations on exercise contained in the Common Warrants or the holder may require the Company or the successor entity to repurchase the unexercised portion of the Common Warrant for its Black Scholes Value, as defined in the Common Warrant; provided, however, if the holder shall only be entitled to receive from the Company or any successor entity the same type or form of consideration (and in the same proportion) at the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of common stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of common stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of common stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of common stock will be deemed to have received common stock of the successor entity (which successor entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.
13
The Company concluded that the Common Warrants did not meet the equity indexation criteria due to the certain inputs to estimate the number of shares issuable in a Fundamental Transaction and the Common Warrants are therefore accounted for as liabilities. The Company recorded $
24.7
million to warrant liability upon issuance of the Common Warrants. The Company estimated fair value of the Common Warrants at the issuance date using the Black-Scholes valuation model and will remeasure the liability at each reporting date. The Company recorded a change in fair value of warrant liability of $
4.0
million and $
13.6
million in its condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026, respectively. Refer to Note 3 for assumptions used to estimate the Common Warrants fair value.
As of June 30, 2026,
none
of the Common Warrants have been exercised.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Operating Leases
As of June 30, 2026, the Company leased approximately
25,900
square feet of laboratory and office space in Redwood City, California, under an operating lease that expires in August 2026.
In conjunction with signing the lease, the Company secured a letter of credit in favor of the lessor in the amount of $
0.4
million. The funds related to this letter of credit are presented as restricted cash on the Company’s condensed consolidated balance sheets. The lease agreement includes an escalation clause for increased base rent and a renewal provision allowing the Company to extend this lease for an additional
60
months at the prevailing rental rate, which the Company is not reasonably certain to exercise. In addition to base rent, the Company pays its share of operating expenses and taxes.
In March 2025, the Company extended its existing short-term lease for
12,500
square feet of laboratory and office space in Redwood City, California, through August 2026. As a result, the Company recorded a right-of-use asset and lease liability of $
1.1
million in March 2025.
In December 2025, in connection with the cessation of the Company’s vivarium operations and consolidation of personnel office space, the Company ceased use of a portion of its leased headquarters space. As a result, the right-of-use asset associated with that lease was impaired by $
0.4
million.
The Company also pays variable costs related to its share of operating expenses and taxes. These variable costs are recorded as lease expense as incurred and presented as operating expenses in the condensed consolidated statements of operations and comprehensive loss.
The components of lease costs, which were included in the Company’s condensed consolidated statements of operations and comprehensive loss, are as follows (in thousands):
Six Months Ended
June 30,
2026
2025
Lease cost
Operating lease cost
$
400
$
593
Short-term lease cost
—
169
Variable lease cost
341
317
Total lease cost
$
741
$
1,079
14
Supplemental information related to the Company’s operating leases is as follows:
Six Months Ended
June 30,
2026
2025
Cash paid for amounts included in the measurement of lease liabilities (in thousands)
$
992
$
836
Weighted average remaining lease term (years)
0.15
1.13
Weighted average discount rate
8.00
%
8.00
%
The following table summarizes a maturity analysis of the Company’s operating lease liabilities showing the aggregate lease payments as of June 30, 2026 (in thousands):
Year Ending December 31,
Amount
2026 (remainder of the year)
$
271
Total undiscounted lease payments
271
Less imputed interest
(
1
)
Total discounted lease payments
270
Less current portion of lease liability
(
270
)
Noncurrent portion of lease liability
$
—
License Agreements
In March 2021, the Company entered into the 2021 Stanford License Agreement (Note 6), which was amended in July 2023, pursuant to which the Company is required to pay annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $
9.0
million, and low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2026, and
no
royalties were due as of such date. The Company recognized $
50,000
and $
35,000
in annual license maintenance fees as research and development expense in the condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2026 and 2025, respectively. As of each of June 30, 2026 and December 31, 2025,
no
milestones were probable to be achieved and payable.
In December 2024, the Company entered into the 2024 Stanford License Agreement (Note 6), pursuant to which the Company is required to pay a license issue and annual license maintenance fees, clinical development and commercial sales milestone payments of up to an aggregate of $
8.3
million and low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2025, and
no
royalties were due as of such date. As of June 30, 2026,
no
milestones were probable to be achieved and payable.
Legal Proceedings
The Company, from time to time, may be party to litigation arising in the ordinary course of business. On September 19, 2025, a shareholder class action complaint captioned
Grant v. Jasper Therapeutics, Inc., et al.
(Case No. 25-cv-08010) was filed in the United States District Court for the Northern District of California against us and certain of our current and former officers. The complaint alleges that certain material misstatements or omissions related to the ongoing clinical trials of briquilimab were made in violation of federal securities laws. The plaintiffs are seeking unspecified monetary damages and an award of costs and expenses, including reasonable attorneys’ fees, expert fees and other costs. On December 3, 2025, a stipulated order was entered appointing co-lead plaintiffs and approving their selection of co-lead counsel, and on December 16, 2025, a stipulated order was entered setting a schedule for the filing and responses to an amended complaint. Per the terms of the December 16, 2025 stipulated order, an amended complaint captioned
Allard, et al. v. Jasper Therapeutics, Inc., et al.
(Case No. 25-cv-08010) was filed, and defendants’ motion to dismiss was filed on April 20, 2026. A hearing on defendants’ motion to dismiss is currently scheduled for October 15, 2026. In addition, on November 5, 2025, a shareholder derivative complaint captioned
Bardauskas v. Martell, et al
. (Case No. 25-cv-09561) was filed in the United States District Court for the Northern District of California, and on December 22, 2025, another shareholder derivative complaint was filed in the same court and captioned
Walsh v. Martell, et al.
(Case No. 25-cv-10899). The derivative complaints name as defendants certain of our current and former officers and directors, and allege claims related to the allegations raised in the shareholder class action complaint. On January 21, 2026, a stipulated order was entered, among other things, consolidating and staying the derivative actions. We believe the claims raised in these lawsuits are without merit, and intend to defend these matters vigorously. However, there can be no assurance that we will prevail. We are unable to determine whether any loss ultimately will occur or to estimate the range of such loss; therefore,
no
amount of loss has been accrued in our financial statements as of and for the three months ended June 30, 2026. Regardless of outcome, litigation can have an adverse impact on us due to costs involved, diversion of management resources, negative publicity, reputational harm, and other factors.
15
The Company believes that it is not currently a party to any other legal proceedings which, individually or in the aggregate, would have a material adverse effect on its consolidated financial position, results of operations or cash flows.
Guarantees and Indemnifications
In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 2026 and December 31, 2025, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.
NOTE 9. COMMON STOCK
The Company is authorized to issue
490,000,000
shares of voting common stock,
2,000,000
shares of non-voting common stock, and
10,000,000
shares of undesignated preferred stock. There were
28,079,552
shares of voting common stock,
no
shares of non-voting common stock and
no
shares of preferred stock issued and outstanding as of June 30, 2026.
Holders of the voting common stock and the non-voting common stock have similar rights, except that non-voting stockholders are not entitled to vote, including for the election of directors. Holders of voting common stock do not have conversion rights, while holders of non-voting common stock have the right to convert each share of non-voting common stock held by such holder into
one
share of voting common stock at such holder’s election by providing written notice to the Company, provided that as a result of such conversion, such holder, together with its affiliates, would not beneficially own in excess of
9.9
% of the Company’s voting common stock following such conversion. There were
no
outstanding shares of non-voting common stock as of June 30, 2026 and December 31, 2025.
As of June 30, 2026 and December 31, 2025, the Company had common stock reserved for future issuance as follows:
June 30,
December 31,
2026
2025
Outstanding and issued common stock options
2,386,099
2,246,206
Outstanding and issued restricted stock units
68,850
198,900
Outstanding and issued performance-based restricted stock units
—
20,000
Shares issuable upon exercise of Public Warrants (1)
499,986
499,986
Shares issuable upon exercise of Common Warrants
12,345,707
12,345,707
Shares issuable upon exercise of Pre-Funded Warrants
675,000
675,000
Shares available for grant under Equity Incentive Plans
626,560
843,360
Shares available for grant under Employee Stock Purchase Plan
907,844
920,827
Shares available for grant under 2022 Inducement Equity Incentive Plan
193,002
132,769
Total shares of common stock reserved
17,703,048
17,882,755
(1)
The Company has
4,999,863
outstanding warrants to purchase an aggregate of
499,986
shares of its common stock (the “Public Warrants”). A holder may purchase one share of the Company’s common stock for every ten Public Warrants at an exercise price of $
115.00
per share. The Public Warrants are publicly traded and exercisable during the exercise period, which commenced on October 24, 2021 and ends on September 24, 2026, for cash or, in certain circumstances, on a cashless basis. The Public Warrants were reclassified to equity in January 2023.
16
Shelf Registration Statement
On March 19, 2025, the Company filed a new shelf registration statement on Form S-3 (the “S-3”) with the SEC, which was declared effective on March 26, 2025. As of June 30, 2026, the Company can sell from time to time up to $
263.5
million of common stock, preferred stock, debt securities, warrants, rights, units and depositary shares comprised of any combination of these securities, for the Company’s own account in one or more offerings under the S-3. The terms of any offering under the S-3 will be established at the time of such offering and will be described in a prospectus supplement to the S-3 filed with the SEC prior to the completion of any such offering.
ATM Offering
On March 19, 2025, the Company entered into an Open Market Sale Agreement
SM
with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell through or to Jefferies, as sales agent or principal, shares of common stock from time to time (the “ATM Offering”). On March 26, 2025, the Company filed with the SEC a prospectus under the S-3 in connection with the ATM Offering (the “ATM Prospectus”), pursuant to which the Company may offer and sell shares of common stock having an aggregate offering price of up to $
100.0
million. As of June 30, 2026, the Company issued and sold an aggregate of
1,231,447
shares of common stock for net proceeds of approximately $
6.5
million pursuant to the ATM Prospectus.
As of June 30, 2026, $
93.5
million remained available under the ATM Prospectus.
Underwritten Offering
On September 18, 2025, the Company entered into an underwriting agreement with TD Securities (USA) LLC as the representative of the several underwriters, relating to an underwritten public offering under the S-3 of an aggregate of
11,670,707
shares of common stock, Pre-Funded Warrants to purchase
675,000
shares of common stock and Common Warrants to purchase
12,345,707
shares of common stock. The Company received net proceeds of $
27.5
million.
As of June 30, 2026, $
170.0
million remained available and unallocated under the S-3.
NOTE 10. STOCK-BASED COMPENSATION
As of June 30, 2026,
2,680,969
shares were reserved for issuance under the 2024 Equity Incentive Plan (the “2024 Plan”), of which
626,560
shares were available for future grant and
2,054,409
shares were subject to outstanding options and restricted stock units (“RSUs”), including shares subject to performance-based awards of
16,278
. As of June 30, 2026, options to purchase
43,542
shares of common stock remained outstanding and unexercised and continue to be governed by the 2019 Equity Incentive Plan (the “2019 EIP”). As of June 30, 2026,
1,000,000
shares were reserved under the 2024 Employee Stock Purchase Plan (the “ESPP”), of which
907,844
shares were available for future issuance and
92,156
shares had been issued. As of June 30, 2026,
550,000
shares were reserved for issuance under the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”), of which
193,002
shares were available for future grant and
356,998
shares were subject to outstanding stock options.
17
Stock Option Activity
The following table summarizes the stock option activities, including performance-based stock options, under the 2024 Plan, the 2021 Equity Incentive Plan (the “2021 Plan”), the 2022 Inducement Plan and the 2019 EIP for the six months ended June 30, 2026:
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic Value
(in thousands)
Balance, December 31, 2025
2,246,206
$
13.72
4.81
$
—
Options granted
1,262,300
$
1.65
Options cancelled/forfeited/expired
(
1,122,407
)
$
8.23
Balance, June 30, 2026
2,386,099
$
9.92
7.15
$
—
Vested and expected to vest, June 30, 2026
2,386,099
$
9.92
7.15
$
—
Exercisable, June 30, 2026
959,629
$
18.33
4.21
$
—
The aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options.
No
options were exercised during the three and six months ended June 30, 2026 and 2025.
The total fair value of options that vested during the six months ended June 30, 2026 and 2025 was $
1.6
million and $
5.2
million, respectively. The weighted-average grant date fair value of options granted during the six months ended June 30, 2026 and 2025 was $
1.33
and $
4.77
per share, respectively.
Unamortized stock-based compensation expense as of June 30, 2026 was $
4.4
million, which is expected to be recognized over a weighted-average period of
2.8
years.
Performance-Based Stock Options
The following table provides a summary of performance-based stock options activity under the 2024 Plan and the 2021 Plan during the six months ended June 30, 2026:
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate
Intrinsic
Value
(in thousands)
Balance, December 31, 2025
30,894
$
7.33
4.43
$
—
Options expired
(
14,616
)
7.10
Balance, June 30, 2026
16,278
$
7.53
3.95
$
—
Vested and expected to vest, June 30, 2026
16,278
$
7.53
3.95
$
—
Exercisable, June 30, 2026
16,278
$
7.53
3.95
$
—
Restricted Stock Units (RSUs)
The following table provides a summary of RSU activity under the 2024 Plan during the six months ended June 30, 2026:
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Unvested restricted stock units at December 31, 2025
198,900
$
6.00
Vested
(
69,750
)
$
6.00
Forfeited
(
60,300
)
$
6.00
Unvested restricted stock units at June 30, 2026
68,850
$
6.00
18
Performance Restricted Stock Units (PSUs)
In June 2024, the Company granted PSUs for
20,000
shares that would vest in full if the closing price of the Company’s common stock on the Nasdaq Capital Market reached or exceeded $
35.00
per share (subject to adjustment for recapitalizations, stock splits and similar transactions) for thirty consecutive calendar days within two years from the grant date. If the vesting condition was not met within two years from the grant date, the PSUs would be forfeited. The Company concluded that issued PSUs were equity-based awards and included a market based vesting condition. The Company used a Monte Carlo simulation model to estimate the fair value of the PSUs with the following assumptions: common stock fair value of $
23.95
, which was the closing market price of the Company’s common stock at the grant date, volatility of
133.00
%, risk free rate of
4.87
%, and vesting term of
2.0
years. Total estimated fair value of $
0.4
million was recognized as stock-based compensation expense over
0.4
years, the derived requisite service period from the grant date.
In January 2026, the employee holding the PSUs was terminated and the award was forfeited.
No
stock-based compensation expense was reversed upon forfeiture, as the award included only a market-based vesting condition and the derived requisite service period had been completed.
Employee Stock Purchase Plans
The Company issued
12,983
shares and
47,763
shares of common stock under the ESPP during the six months ended June 30, 2026 and 2025, respectively, and recognized $
0.1
million and $
0.3
million compensation expense related to the ESPP during the six months ended June 30, 2026 and 2025, respectively. All remaining participants in the ESPP withdrew from the offering during the six months ended June 30, 2026.
Stock-Based Compensation Expense
The following table presents stock-based compensation expenses related to options, PSUs and RSUs granted to employees and non-employees, employee stock purchase plan awards and restricted common stock shares issued to founders (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
General and administrative
$
579
$
1,274
$
781
$
2,514
Research and development
185
543
406
1,114
Total
$
764
$
1,817
$
1,187
$
3,628
The Company recognized less than $
0.1
million stock-based compensation expense related to performance-based options, PSUs and RSUs during each of the three months ended June 30, 2026 and 2025, and $
0.1
million during each of the six months ended June 30, 2026 and 2025.
Valuation of Stock Options
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following assumptions:
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Expected term (in years)
—
6.06
-
6.08
6.08
6.01
-
6.08
Expected volatility
—
98.13
%-
98.14
%
99.87
%-
100.05
%
97.37
%-
98.14
%
Risk-free interest rate
—
3.83
%-
4.04
%
3.85
%-
3.88
%
3.83
%-
4.35
%
Expected dividend yield
—
—
—
—
19
Valuation of ESPP Shares
The Company did not grant ESPP awards under the 2024 ESPP during the three months and six months ended June 30, 2026. The grant date fair value of ESPP awards granted under the 2024 ESPP during the three and six months ended June 30, 2025 was estimated using a Black-Scholes option-pricing model with the following assumptions:
Three and Six
Months Ended
June 30,
2025
Expected term (in years)
0.49
-
2.00
Expected volatility
104.93
%-
155.78
%
Risk-free interest rate
3.94
%-
4.31
%
Expected dividend yield
—
NOTE 11. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Numerator:
Net loss attributable to common stockholders
$
(
2,760
)
$
(
26,723
)
$
(
3,934
)
$
(
47,964
)
Denominator:
Weighted average common shares and pre-funded warrant shares outstanding
28,696,937
15,333,962
28,684,447
15,178,904
Weighted average shares used to compute basic and diluted net loss per share
28,696,937
15,333,962
28,684,447
15,178,904
Net loss per share attributable to common stockholders – basic and diluted
$
(
0.10
)
$
(
1.74
)
$
(
0.14
)
$
(
3.16
)
(a)
Includes
675,000
weighted-average shares underlying pre-funded warrants outstanding during the period, as such warrants are exercisable at any time for nominal consideration ($
0.0001
per share).
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have had an antidilutive effect were as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Outstanding and issued common stock options
2,386,099
2,581,995
2,386,099
2,581,995
Outstanding and issued restricted stock units
68,850
263,250
68,850
263,250
Shares issuable upon exercise of Public Warrants
499,986
499,986
499,986
499,986
Shares issuable upon exercise of Common Warrants
12,345,707
—
12,345,707
—
Unvested performance-based restricted stock units
—
20,000
—
20,000
Total
15,300,642
3,365,231
15,300,642
3,365,231
20
NOTE 12. RELATED PARTIES
In the first quarter of 2024, a senior executive of the Company joined the board of directors of an information technology service provider that the Company has utilized to support a broad array of the Company’s systems infrastructure as well as for general information technology support services. For the three months ended June 30, 2026 and 2025, the Company incurred $
0.3
million and $
0.2
million, respectively, for various information technology support services performed by this service provider. For the six months ended June 30, 2026 and 2025, the Company incurred $0.5 million and $0.4 million, respectively, for various information technology support services performed by this service provider. There was $
0.1
million of accounts payable recognized in the condensed consolidated balance sheets as of each of June 30, 2026 and December 31, 2025.
NOTE 13. SEGMENT INFORMATION
The Company has determined it operates as a
single
operating and reportable segment, which is the research and development of therapeutic products in the fields of chronic urticaria and asthma.
The Company’s chief operating decision maker, its
Chief Executive Officer
(the “CEO”), manages the Company’s operations on a consolidated basis. The CEO assesses the segment’s performance and allocates resources based on review of various development, manufacturing and clinical programs expenses, along with the segment’s personnel and general and overhead costs.
In addition to the significant expense categories included within net loss presented in the Company’s condensed consolidated statements of operations and comprehensive loss, see below for disaggregated amounts that comprise total operating expenses (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Personnel-related costs
$
2,174
$
7,175
$
6,212
$
15,606
General and overhead costs
3,449
4,132
6,740
7,743
Program costs
Briquilimab platform
300
1,878
566
3,835
CMO
943
6,513
1,825
8,651
CSU
2,047
4,094
4,425
6,840
Asthma
41
1,926
(
286
)
3,319
CIndU
253
828
677
1,713
SCID
—
368
—
891
MDS/AML
—
162
—
280
Total program costs
3,584
15,769
7,207
25,529
Total operating expense
9,207
27,076
20,159
48,878
Other income, net
6,447
353
16,225
914
Net loss
$
(
2,760
)
$
(
26,723
)
$
(
3,934
)
$
(
47,964
)
All long-lived assets are located in the United States.
NOTE 14. RESTRUCTURING
Starting in July 2025, the Company implemented a corporate reorganization and other cost reduction measures to extend its cash runway. These actions included a workforce reduction, refinement of the Company’s operating plan to focus on briquilimab clinical development programs in chronic urticaria, halting enrollment in its Phase 1b asthma study, discontinuation of other clinical and preclinical programs and cessation of vivarium operations. In 2025, the Company incurred restructuring charges related to workforce reduction of approximately $
2.3
million, primarily related to severance payments, and recognized impairment charges of $
1.1
million related to the abandonment of certain fixed assets and a right-of-use asset associated with vivarium operations. As of June 30, 2026 and December 31, 2025, the Company had $
0.2
million and $
0.4
million, respectively, of accrued severance costs related to the termination of one employee in connection with the restructuring, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The related severance payments are expected to be made over a period of approximately
7
months, through January 2027.
For the six months ended June 30, 2026 and as of June 30, 2026, the Company recognized and accrued $
1.2
million and $
0.9
million related to severance payments, respectively, to its former chief executive officer, whose employment was terminated in January 2026.
The severance payments are expected to be made through July 2027.
21
NOTE 15. SUBSEQUENT EVENTS
Merger with Kira Pharmaceuticals
On July 16, 2026, the Company acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company, in accordance with the terms of the Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”), by and among the Company, Kira and Kira Holdco Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, pursuant to which Merger Sub was the surviving corporation and became a wholly owned subsidiary of the Company (the “Merger”).
Under the terms of the Merger Agreement, in exchange for the outstanding shares of Kira, the Company issued to former Kira shareholders an aggregate of (i)
5,195,009
shares of its voting common stock, and (ii)
4,644,977
shares of Non-Voting Convertible Preferred Stock (defined below), each convertible into
61
shares of the Company’s common stock upon stockholder approval (“Stockholder Approval”). Outstanding Kira options were assumed and converted into options to purchase an aggregate of
392,791
shares of the Company’s common stock and
351,201
shares of Non-Voting Convertible Preferred Stock. In addition, a total of
254,462
shares of Non-Voting Convertible Preferred Stock were issued in settlement of future equity rights held by certain Kira investors as of the date of the merger.
Immediately following the Merger and prior to giving effect to the Financing described below, pre-Merger Company shareholders held approximately
11.27
% of the Company’s common stock and former Kira shareholders held approximately
88.73
%, calculated on a fully-diluted basis assuming conversion of all convertible preferred shares to common stock. Following the Financing, pre-Merger Company shareholders, Kira shareholders and the PIPE Investors (defined below) will hold approximately
6.68
%,
49.86
% and
43.46
%, respectively, calculated on a fully-diluted basis assuming conversion of all convertible preferred shares to common stock.
Pursuant to the Merger Agreement, the Company agreed to hold a stockholders’ meeting within 120 days following the closing of the Merger to seek approval of, among other matters, the conversion of the Non-Voting Convertible Preferred Stock into the Company’s common stock and an amendment to the Company’s certificate of incorporation to increase authorized common stock sufficient to permit that conversion.
Contingent Value Rights Agreement
On July 16, 2026, the Company and the Rights Agent (as defined therein) executed and delivered a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of the Company’s common stock of record immediately prior to the effective time is entitled to one contractual contingent value right (“CVR”) issued by the Company, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of the Company’s common stock held by such holder. Each CVR shall entitle the holder thereof to receive a pro rata portion of $
30.0
million (the “Milestone Payment”) if the United States Food and Drug Administration issues a Priority Review Voucher (as defined in the CVR Agreement) in connection with briquilimab (the “Milestone”) on or prior to December 31, 2028 (the “Expiration Date”). If the Milestone is achieved on or prior to the Expiration Date and the Company undergoes a Change of Control (as defined in the CVR Agreement), the Company shall pay the Milestone Payment on the earlier of (i) the date of the consummation of such Change of Control and (ii) 90 days following the Monetization Event (as defined in the CVR Agreement). If the Milestone is achieved on or prior to the Expiration Date but a Monetization Event has not yet occurred on or prior to the Expiration Date, the CVRs shall continue in full force and effect and shall not expire until the Milestone Payment has been paid in full, with the Milestone Payment to be paid on the date that is 90 days following the Monetization Event. The CVRs are not transferable, except in certain limited circumstances as will be provided in the CVR Agreement, will not be certificated or evidenced by any instrument, and will not be registered with the SEC or listed for trading on any exchange.
Financing
Concurrently with execution of the Merger Agreement, the Company entered into a Securities Purchase Agreement with certain investors (“PIPE Investors”) to sell approximately
4,655,951
shares of Non-Voting Convertible Preferred Stock (“PIPE Securities”) for aggregate gross proceeds of approximately $
132.0
million (“Financing”). The Financing closed on July 20, 2026.
Transaction Costs
In connection with the planned Merger, the Company incurred transaction costs of approximately $
0.4
million during the three and six months ended June 30, 2026 that are included as general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2026.
Non-Voting Convertible Preferred Stock and Certificate of Designation
On July 16, 2026, in connection with the Merger and the Financing, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, authorizing the issuance of
9,906,591
shares of non-voting convertible preferred stock (“Non-Voting Convertible Preferred Stock”), par value $
0.0001
per share.
22
Holders of the Non-Voting Convertible Preferred Stock are entitled to receive dividends on an as-if-converted-to-voting-common-stock basis in the same form and manner as dividends paid on the Company’s voting common stock, other than dividends payable in shares of voting common stock. Holders of the Non-Voting Preferred Stock are not entitled to receive contingent value rights distributed pursuant to the CVR Agreement or any payments made under the CVR Agreement. No other dividends are payable on the Non-Voting Preferred Stock.
The Non-Voting Convertible Preferred Stock have no voting rights, except as required by law or provided in the Certificate of Designation. However, for as long as any shares of Non-Voting Convertible Preferred Stock remain outstanding, the Company may not, without the affirmative vote of holders of a majority of the then-outstanding Non-Voting Convertible Preferred Stock: (i) adversely alter the powers, preferences or rights of the Non-Voting Convertible Preferred Stock or amend the Certificate of Designation, the Company’s certificate of incorporation or bylaws in a manner adverse to the Non-Voting Convertible Preferred Stock; (ii) issue further shares of Non-Voting Convertible Preferred Stock or increase or decrease the authorized number of shares of Non-Voting Convertible Preferred Stock; (iii) prior to Stockholder Approval, consummate a Fundamental Transaction (as defined in the Certificate of Designation) or certain other mergers, consolidations or business combinations; (iv) prior to Stockholder Approval, authorize or issue any class or series of stock senior to or on parity with the Non-Voting Convertible Preferred Stock; (v) amend, waive or modify the Merger Agreement in a manner reasonably likely to prevent, impede or materially delay Stockholder Approval or the automatic conversion of the Preferred Stock; or (vi) enter into any agreement with respect to any of the foregoing.
The Non-Voting Convertible Preferred Stock ranks on parity with the Company’s common stock upon liquidation, dissolution or winding up. Holders are entitled to receive the amount they would have received had their shares been fully converted into voting common stock, without regard to beneficial ownership limitations, plus any declared but unpaid dividends.
Each share of Non-Voting Convertible Preferred Stock will automatically convert into
61
shares of voting common stock on the third business day following Stockholder Approval, subject to applicable beneficial ownership limitations. Stockholder Approval includes approval of the conversion under The Nasdaq Stock Market LLC listing rules and an amendment to the Company’s certificate of incorporation authorizing sufficient shares of voting common stock. Shares not automatically converted because of a beneficial ownership limitation will remain outstanding and may subsequently be converted at the holder’s option. The conversion ratio is subject to proportionate adjustment for stock dividends, stock splits and combinations of voting common stock and, following a Fundamental Transaction, will be adjusted so that holders receive upon conversion the same securities, cash or other property they would have received had the shares been converted immediately before the transaction. The beneficial ownership limitation is initially set by each holder at between
4.9
% and
19.9
% of the voting common stock outstanding after giving effect to the conversion. A holder may reduce its limitation immediately or increase it, up to
19.9
%, upon 61 days’ prior written notice.
At any time following the earlier of Stockholder Approval or 12 months after the initial issuance of the Non-Voting Convertible Preferred Stock, if a holder submits a notice of conversion and the Company fails to deliver the applicable shares of voting common stock by the third trading day after the applicable share delivery date, the holder may require the Company, out of legally available funds, to pay cash equal to the fair value of the undelivered shares. The cash payment is due within two business days after the holder’s request and extinguishes the Company’s obligation to deliver the related shares. If Stockholder Approval has not been obtained when the conversion notice is delivered, the holder’s cash-settlement request is deemed to have been made automatically. Fair value is based on the last reported closing price of the voting common stock on its principal trading market on the trading day immediately preceding delivery of the conversion notice.
The Non-Voting Convertible Preferred Stock is not redeemable, except that this limitation does not restrict the holders’ cash-settlement rights described above.
Due to the proximity of the acquisition date to the Company’s filing of its quarterly report on Form 10-Q for the period ended June 30, 2026, the initial accounting for the Kira acquisition is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations, including whether the transaction constitutes the acquisition of a business or an asset acquisition, the fair value of the assets acquired, and the resulting allocation of the cost of the acquisition. The Company expects to complete its evaluation and provide the applicable disclosures required by ASC 805,
Business Combinations
, no later than its Quarterly Report on Form 10-Q for the period ending September 30, 2026.
Mirador License Agreement
On July 13, 2026, Kira entered into a license agreement (the “Mirador License Agreement”) with Mirador Therapeutics, Inc. (“Mirador”), pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, under certain patents and know-how controlled by Kira to develop, manufacture and commercialize products containing Kira’s anti-C5a monoclonal antibody (KP-301) and anti-C5aR small molecule compound (KP-402) for all uses and indications. In consideration for the license, Mirador agreed to pay an upfront payment of $
12.0
million and is obligated to pay up to an aggregate of $
108.5
million in development and regulatory milestone payments and up to an aggregate of $
350.0
million in commercial, net sales-based milestone payments, together with tiered royalties on annual net sales ranging from low to mid-single digits. The Mirador License Agreement was entered into by Kira prior to the Merger and was assumed by the Company in connection with the Merger.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included in
Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026. Certain of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors”, in Part I - Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, as updated by the factors described under the heading “Risk Factors” in Part II - Item 1A of this Quarterly Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see “Cautionary Note Regarding Forward-Looking Statements” below. The events and circumstances reflected in our forward-looking statements may not be achieved or may not occur, and actual results could differ materially from those described in or implied by the forward-looking statements contained in the following discussion and analysis. As a result of these risks, you should not place undue reliance on these forward-looking statements. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Throughout this Quarterly Report, unless the context otherwise requires, the terms “Jasper,” “we,” “us” and “our” in this Quarterly Report refer to Jasper Therapeutics, Inc. and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report may constitute “forward-looking statements” for purposes of federal securities laws. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “
anticipate
,” “
believe
,” “
contemplate
,” “
continue
,” “
could
,” “
estimate
,” “
expect
,” “
intends
,” “
may
,” “
might
,” “
plan
,” “
possible
,” “
potential
,” “
predict
,” “
project
,” “
should
,” “
will
,” “
would
” and similar expressions (including the negative of any of the foregoing) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements in this Quarterly Report may include, for example, but are not limited to, statements about:
●
our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future;
●
our ability to research, discover and develop additional product candidates;
●
the success, cost and timing of our product development activities and clinical trials;
●
the potential attributes and benefits and safety and efficacy of our product candidates;
●
our ability to obtain and maintain regulatory approval for our product candidates;
●
our ability to obtain additional funding for our operations in future offerings;
●
our projected financial information, anticipated growth rate and market opportunity;
●
our ability to maintain the listing of our public securities on the Nasdaq Capital Market LLC (“Nasdaq”);
●
our public securities’ potential liquidity and trading;
●
our success in retaining or recruiting, or changes required in, officers, key employees or directors;
●
our ability to grow and manage growth profitably;
24
●
the implementation, market acceptance and success of our business model, developments and projections relating to our competitors and industry;
●
our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
●
our ability to identify, in-license or acquire additional technology;
●
our ability to maintain our existing license agreements and manufacturing arrangements.
●
our expectations regarding the anticipated benefits of our corporate reorganization, including the reduction in force, and our ability to implement and achieve the expected cost savings in connection therewith;
●
our ability to continue as a going concern;
●
the volatility of the trading price of our common stock;
●
our ability to successfully integrate the operations and personnel of Kira and realize the anticipated benefits of the Merger;
●
our ability to obtain stockholder approval for the conversion of the Non-Voting Convertible Preferred Stock and the increase in authorized shares of common stock; and
●
our expectations regarding the development, clinical timelines and therapeutic potential of KP-104, briquilimab, KP-701 and our other product candidates following the Merger
These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in Part I - Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, as updated by the factors described under the heading “Risk Factors” in Part II
-
Item 1A of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Overview
Jasper Therapeutics has historically been a clinical-stage biotechnology company focused on developing therapeutics targeting mast cell driven diseases as well as programs in diseases where targeting diseased hematopoietic stem cells can provide benefits. Our lead product candidate, briquilimab, was a monoclonal antibody designed to block stem cell factor (“SCF”) from binding to and signaling through the CD117 (“KIT”) receptor on mast and stem cells.
Historically, we have evaluated briquilimab in mast cell driven diseases such as Chronic Spontaneous Urticaria (CSU) and Chronic Inducible Urticaria (CIndU), in addition to as a one-time conditioning therapy for severe combined immunodeficiency (“SCID”) patients undergoing a second stem cell transplant for which we conducted a Phase 1/2 clinical trial and via Investigator Sponsored Trials (“ISTs”) in several other stem cell transplant indications including Fanconi’s Anemia.
Kira Acquisition
On July 16, 2026, we acquired Kira Pharmaceuticals (“Kira”), a Cayman Islands exempted company, pursuant to the terms of an Agreement and Plan of Merger, dated July 16, 2026 (the “Merger Agreement”), by and among us, Kira and Kira Holdco Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to the Merger Agreement, Kira merged with and into Merger Sub, with Merger Sub surviving the merger and becoming our wholly owned subsidiary (the “Merger”). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The consummation of the Merger did not require the approval of our stockholders.
As consideration for the Merger, we issued to the shareholders of Kira an aggregate of 5,195,009 shares of our voting common stock, par value $0.0001 per share (the “Common Stock”), and 4,644,977 shares of our non-voting convertible preferred stock, par value $0.0001 per share (the “Non-Voting Convertible Preferred Stock”), each share of which is convertible into 61 shares of Common Stock, subject to stockholder approval and certain other conditions. In addition, each option to purchase Kira ordinary shares was assumed by us and converted into options to purchase an aggregate of 392,791 shares of Common Stock and an aggregate of 351,201 shares of Non-Voting Convertible Preferred Stock. Shares of Common Stock, options and warrants held by our stockholders immediately prior to the effective time of the Merger remain outstanding and were unaffected by the Merger.
25
Concurrently with the execution of the Merger Agreement, we entered into a securities purchase agreement with certain investors, pursuant to which we agreed to sell an aggregate of 4,655,951 shares of Non-Voting Convertible Preferred Stock for aggregate gross proceeds of approximately $132.0 million (the “Financing”). The closing of the Financing occurred on July 20, 2026. We have agreed to file a resale registration statement with respect to the shares of Common Stock issuable upon conversion of the shares of Non-Voting Convertible Preferred Stock sold in the Financing within 90 calendar days following the closing of the Financing.
Immediately following the consummation of the Merger, but prior to giving effect to the Financing, our pre-transaction stockholders held approximately 11.27%, and former shareholders of Kira held approximately 88.73%, of our Common Stock, in each case calculated on a fully-diluted basis (without giving effect to any beneficial ownership limitations and assuming the conversion in full of the Non-Voting Convertible Preferred Stock). Following the consummation of the Financing, our pre-transaction stockholders hold approximately 6.68%, former shareholders of Kira hold approximately 49.86%, and the investors in the Financing hold approximately 43.46%, of our Common Stock, calculated on the same basis. As of August 10, 2026, there were 33,274,561 shares of Common Stock and 9,555,390 shares of Non-Voting Convertible Preferred Stock outstanding. If all outstanding shares of Non-Voting Convertible Preferred Stock were converted as of that date, there would be a total of approximately 42,829,951 shares of Common Stock outstanding.
We have agreed to convene a special meeting of our stockholders within 120 days following the closing of the Merger to seek approval of, among other matters, the issuance of shares of Common Stock upon conversion of the Non-Voting Convertible Preferred Stock in accordance with the rules of The Nasdaq Stock Market LLC and an amendment to our certificate of incorporation to increase the number of authorized shares of Common Stock by an amount sufficient to permit the conversion of all Non-Voting Convertible Preferred Stock issued or reserved for issuance pursuant to the Merger Agreement and the securities purchase agreement. On the third business day following receipt of such stockholder approval, each share of Non-Voting Convertible Preferred Stock will automatically convert into shares of Common Stock at a ratio of 61 shares of Common Stock for each share of Non-Voting Convertible Preferred Stock, subject to certain beneficial ownership limitations. If we fail to deliver shares of Common Stock upon conversion of the Non-Voting Convertible Preferred Stock following the earlier of receipt of stockholder approval and the twelve-month anniversary of the initial issuance of the Non-Voting Convertible Preferred Stock, holders of Non-Voting Convertible Preferred Stock may require us to pay cash equal to the fair value of the undelivered shares.
In connection with the Merger, each holder of record of our Common Stock immediately prior to the effective time of the Merger is entitled to receive one contractual contingent value right (a “CVR”) for each share of Common Stock held by such holder. Each CVR entitles the holder to receive a pro rata portion of an aggregate $30.0 million payment in the event the U.S. Food and Drug Administration (the “FDA”) issues a priority review voucher in connection with briquilimab on or prior to December 31, 2028, payable upon a monetization event or a change of control. The CVRs are not transferable except in limited circumstances, will not be certificated and will not be registered with the Securities and Exchange Commission or listed for trading on any exchange.
Further information regarding the Merger and the Financing can be found in Note 15 – Subsequent Events, included in “Part I, Item 1 – Financial Statements” of this Report.
Following the Merger, we are a clinical-stage biotechnology company focused on advancing a consolidated pipeline of biologic agents designed to improve outcomes in patients with immunologically-driven disorders. Our consolidated pipeline includes KP-104, a bifunctional biologic targeting the treatment of PNH and high unmet need nephrology disorders; briquilimab, an anti-KIT antibody with therapeutic utility across multiple transplant and immunologic indications; KP-701, a dual-acting anti-CD79BxCD32B monoclonal antibody for autoantibody-mediated disorders; and discovery-stage programs in long-acting complement-targeted biologics. Our common stock continues to trade on The Nasdaq Stock Market LLC under the ticker symbol “JSPR.”
KP-104 (vensobafusp alfa)
KP-104 is a Phase 2/3 ready, bifunctional biologic targeting both the alternative and terminal pathways within the complement cascade. We believe this dual mechanism addresses both upstream complement activation and downstream lytic damage, and may offer advantages relative to therapies targeting a single complement pathway. KP-104 is being evaluated in an ongoing Phase 2 basket trial in rare renal indications, with initial cohorts in IgA nephropathy (“IgAN”) and C3 glomerulopathy (“C3G”) and potential expansion into focal segmental glomerulosclerosis (“FSGS”) and other renal disorders. We expect to report interim data from Stage 1 of the ongoing Phase 2 basket trial in the fourth quarter of 2026 and updated data in the second quarter of 2027, and we plan to report interim data from Stage 2 of the study in the second quarter of 2027. Based on previous positive data in treatment-naïve PNH, we are planning for an end-of-Phase 2 meeting with the FDA and plan to announce next steps in the first half of 2027. By the end of 2026, we anticipate that we will announce a new indication for KP-104.
26
Briquilimab
Briquilimab is a targeted aglycosylated anti-KIT monoclonal antibody that blocks stem cell factor (“SCF”) from binding to the CD117 (“KIT”) receptor, inhibiting an essential survival signal for mast cells and a maintenance signal for hematopoietic stem cells, with therapeutic utility across multiple transplant and immunologic indications. Following positive, long-term data in severe combined immunodeficiency (“SCID”), we are progressing our efforts towards a pre-Biologics License Application (“BLA”) meeting with the FDA and expect to announce next steps in the first quarter of 2027. Briquilimab has received Orphan Drug Designation, Fast Track Designation and Rare Pediatric Disease Designation in SCID and, if approved, may be eligible for a priority review voucher. We also continue to assess the mast cell mediated disease landscape and will provide an update on our anticipated clinical development in the second half of 2026.
KP-701
KP-701 is a preclinical, dual-acting anti-CD79BxCD32B monoclonal antibody targeting the B-cell receptor, designed to suppress B-cell function and reduce cytokine and autoantibody production without antibody-dependent cellular cytotoxicity or complement-dependent cytotoxicity, in development for autoantibody-mediated disorders. In the first quarter of 2027, we expect to file a clinical trial application (“CTA”) or an investigational new drug application (“IND”) for Phase 1 testing, and we plan to report first-in-human data in the third quarter of 2027.
Discovery Programs
We are advancing discovery-stage programs in long-acting complement-targeted biologics for autoimmune inflammatory disorders, with development candidate selection expected in mid-2027.
License and Collaboration Agreements
We have an exclusive license agreement with Amgen for the development and commercialization of the briquilimab monoclonal antibody in all indications and territories worldwide. We also have an exclusive license agreement with Stanford University for the right to use briquilimab in the clearance of diseased stem cells prior to the transplantation of hematopoietic stem cells.
On July 13, 2026, prior to the Merger, Kira entered into a license agreement with Mirador, pursuant to which Kira granted Mirador an exclusive, worldwide, royalty-bearing license, with the right to grant sublicenses, under certain patents and know-how controlled by Kira to develop, manufacture and commercialize products containing Kira’s anti-C5a monoclonal antibody (KP-301) and anti-C5aR small molecule compound (KP-402) for all uses and indications. In consideration for the license, Mirador agreed to pay an upfront payment of $12.0 million, and is obligated to pay up to an aggregate of $108.5 million in development and regulatory milestone payments and up to an aggregate of $350.0 million in commercial, net sales-based milestone payments, together with tiered royalties on annual net sales ranging from low to mid-single digits. Out-licensing these assets allows us to focus our resources on our current portfolio of high-value immunology targets.
Financial Operations Overview
We are in the process of evaluating the accounting for the Merger, including whether the transaction constitutes the acquisition of a business or an asset acquisition, the fair values of the assets acquired, and the resulting allocation of the cost of the acquisition. See Note 15 – Subsequent Events.
Concurrent with the execution of the Merger Agreement, we entered into a securities purchase agreement with certain investors, pursuant to which we agreed to sell an aggregate of 4,655,951 shares of Non-Voting Convertible Preferred Stock for aggregate gross proceeds of approximately $132.0 million (the “Financing”). The closing of the Financing occurred on July 20, 2026. We have agreed to file a resale registration statement with respect to the shares of Common Stock issuable upon conversion of the shares of Non-Voting Convertible Preferred Stock sold in the Financing within 90 calendar days following the closing of the Financing, and have agreed to seek a stockholder vote to convert the Non-Voting Convertible Preferred Stock issued in the financing within 120 days from the closing of the Merger. In addition, in the event we are unable to obtain stockholder approval of the conversion of the Non-Voting Convertible Preferred Stock issued in the Financing within 12 months of the closing of the Merger, investors in the Financing have the right to require the Company to repurchase the Non-Voting Convertible Preferred Stock issued in the Financing at the then current fair market value.
We intend to advance our current pipeline and may explore opportunities to in-license or out-license other product candidates. To date, our primary activities have been conducting research and development activities, performing business and financial planning, recruiting personnel and raising capital. We have no products approved for commercial sale and have not generated any revenue from product sales. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through clinical development, seek regulatory approvals, and continue to operate as a public company.
27
We have incurred significant losses and negative cash flows from operations since our inception. During the three and six months ended June 30, 2026 we incurred net losses of $2.8 million and $3.9 million, respectively. During the three and six months ended June 30, 2025 we incurred net losses of $26.7 million and $48.0 million, respectively. We generated negative operating cash flows of $21.5 million and $38.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $320.6 million.
We had cash and cash equivalents of $7.3 million as of June 30, 2026. We expect to continue to incur substantial losses for the foreseeable future, and our transition to profitability will depend upon successful development, approval and commercialization of our product candidates and upon achievement of sufficient revenues to support our cost structure. We do not expect to generate any revenue from commercial product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our product candidates. We may never achieve profitability, and unless we do and until then, we will need to continue to raise additional capital. Accordingly, based on our current operating plan, and along with our history of operating losses, and given the potential risk of having to repurchase the Non-Voting Convertible Preferred Stock issued in the Financing if we are unable to obtain stockholder approval to convert it to Common Stock within 12 months, our current cash and cash equivalents may not be sufficient to fund our ongoing operations for a period of at least twelve months from the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued.
Components of Results of Operations
Operating Expenses
Research and Development
The largest component of our total operating expenses since our inception has been research and development activities, including the preclinical and clinical development of our product candidates. Research and development expenses consist primarily of compensation and benefits for research and development employees, including stock-based compensation; expenses incurred under agreements with contract research organizations (“CROs”) and investigative sites that conduct preclinical studies and clinical trials; the costs of acquiring and manufacturing clinical trial materials and other supplies; payments under licensing and research and development agreements; other outside services and consulting costs; and facilities, information technology and overhead expenses. Research and development costs are expensed as incurred.
Research and development costs include:
●
program costs, including costs incurred under agreements with third-party CROs, CMOs and other third parties;
●
employee-related costs, including salaries, benefits and stock-based compensation expense for our research and development personnel; and
●
other expenses and allocated overheads incurred in connection with our research and development programs.
We expect our research and development expenses to increase substantially for the foreseeable future as we advance our product candidates into and through preclinical studies and clinical trials, pursue regulatory approval of our product candidates and expand our pipeline of product candidates. The process of conducting the necessary preclinical and clinical research to obtain regulatory approval is costly and time-consuming. The actual probability of success for our product candidates may be affected by a variety of factors, including the safety and efficacy of our product candidates, early clinical data, investment in our clinical programs, competition, manufacturing capability and commercial viability. We may never succeed in achieving regulatory approval for any of our product candidates. As a result of the uncertainties discussed above, we are unable to determine the duration and completion costs of our research and development projects or if, when and to what extent we will generate revenue from the commercialization and sale of our product candidates, if approved.
Our future research and development costs may vary significantly based on factors, such as:
●
the scope, rate of progress, expense and results of our discovery and preclinical development activities;
●
the costs and timing of our chemistry, manufacturing and controls activities, including fulfilling cGMP-related standards and compliance, and identifying and qualifying suppliers;
28
●
per patient clinical trial costs;
●
the number of trials required for approval;
●
the number of sites included in our clinical trials;
●
the countries in which the trials are conducted;
●
delays in adding a sufficient number of trial sites and recruiting suitable patients to participate in our clinical trials;
●
the number of patients that participate in the trials;
●
the number of doses that patients receive;
●
patient drop-out or discontinuation rates;
●
potential additional safety monitoring requested by regulatory agencies;
●
the duration of patient participation in the trials and follow up;
●
the cost and timing of manufacturing our product candidates;
●
the phase of development of our product candidates;
●
the efficacy and safety profile of our product candidates;
●
the timing, receipt, and terms of any approvals from applicable regulatory authorities, including the FDA and non-U.S. regulators;
●
maintaining a continued acceptable safety profile of our product candidates following approval, if any, of our product candidates;
●
significant and changing government regulation and regulatory guidance;
●
changes in the standard of care on which a clinical development plan was based, which may require new or additional trials;
●
the extent to which we establish additional strategic collaborations or other arrangements; and
●
the impact of any business interruptions to our operations or to those of the third parties with whom we work, particularly in light of geopolitical and macroeconomic trends.
General and Administrative
General and administrative expenses consist primarily of personnel costs and expenses, including salaries, employee benefits, and stock-based compensation for our executive and other administrative personnel; legal services, including relating to intellectual property and corporate matters; accounting, auditing, consulting and tax services; insurance; and facility and other allocated costs not otherwise included in research and development expenses. We expect our general and administrative expenses to increase substantially for the foreseeable future as we anticipate an increase in our personnel headcount to support expansion of research and development activities, as well as to support our operations generally. We also expect to continue to incur significant expenses associated with being a public company, including costs related to accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with applicable Nasdaq and SEC requirements; additional director and officer insurance costs; and investor and public relations costs.
Total Other Income, Net
Total other income, net includes foreign currency transactions gains and losses, interest income, changes in the fair value of warrant liability, reversal of the CIRM grant liability and gain on disposal of property and equipment. Warrant liability was classified as a liability in our condensed consolidated financial statements and was re-measured at each reporting period end.
29
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025 (in thousands, except percentages):
Three Months Ended
June 30,
Change
Change
2026
2025
$
%
Operating expenses
Research and development
$
5,135
$
21,196
$
(16,061
)
(76
)
General and administrative
4,072
5,880
(1,808
)
(31
)
Total operating expenses
9,207
27,076
(17,869
)
(66
)
Loss from operations
(9,207
)
(27,076
)
17,869
(66
)
Interest income
82
437
(355
)
(81
)
Change in fair value of warrant liability
3,980
—
3,980
100
Other income (expense), net
2,385
(84
)
2,469
NM
Total other income, net
6,447
353
6,094
NM
Net loss and comprehensive loss
$
(2,760
)
$
(26,723
)
$
23,963
(90
)
NM = Not meaningful
Research and Development Expenses
The following table summarizes our research and development expenses for the periods indicated (in thousands, except percentages):
Three Months Ended
June 30,
Change
Change
2026
2025
$
%
Personnel-related costs
$
851
$
3,909
$
(3,058
)
(78
)
General and overhead costs
700
1,518
(818
)
(54
)
Program costs
3,584
15,769
(12,185
)
(77
)
Total research and development expenses
$
5,135
$
21,196
$
(16,061
)
(76
)
Research and development expenses decreased by $16.1 million, from $21.2 million for the three months ended June 30, 2025 to $5.1 million for the three months ended June 30, 2026.
Personnel-related costs, including employee payroll and related expenses, decreased by $3.1 million, from $3.9 million for the three months ended June 30, 2025 to $0.9 million for the three months ended June 30, 2026, primarily due to the workforce reduction as part of the corporate reorganization in 2025. Stock-based compensation expenses, included in personnel-related costs, decreased by $0.3 million, from $0.5 million for the three months ended June 30, 2025 to $0.2 million for the three months ended June 30, 2026.
General and overhead costs, which include common facilities, human resources and information technology related expenses allocated to research and development, decreased by $0.8 million, from $1.5 million for the three months ended June 30, 2025 to $0.7 million for the three months ended June 30, 2026, primarily due to decreased allocated overheads to research and development costs following our corporate reorganization in 2025.
Program costs decreased by $12.2 million, from $15.8 million for the three months ended June 30, 2025 to $3.6 million for the three months ended June 30, 2026. Clinical program expenses primarily consisted of expenses incurred under agreements with CROs, CMOs, consultants, other professional services, in vivo study costs and lab supplies. Clinical program expenses decreased primarily due to a decrease in CRO expenses of $4.0 million from $5.8 million for the three months ended June 30, 2025 to $1.8 million for the three months ended June 30, 2026, a decrease in CMO expenses of $5.6 million from $6.5 million for the three months ended June 30, 2025 to $0.9 million for the three months ended June 30, 2026, in each case primarily reflecting the impact of our corporate reorganization in 2025, pursuant to which we halted enrollment in our asthma program, discontinued our other clinical and preclinical programs, and narrowed our focus to briquilimab clinical development in chronic urticaria, a decrease in external consulting and other professional services costs of $1.3 million from $2.0 million for the three months ended June 30, 2025 to $0.7 million for the three months ended June 30, 2026, and a decrease in the preclinical in vivo study costs of $0.9 million with no such costs incurred during the three months ended June 30, 2026, as we halted the related preclinical programs in 2025.
30
Our program costs for the three months ended June 30, 2026 and 2025 were as follows (in thousands):
Three Months Ended
June 30,
Change
Change
2026
2025
$
%
Briquilimab platform
$
300
$
1,878
$
(1,578
)
(84
)
CMO
943
6,513
(5,570
)
(86
)
CSU
2,047
4,094
(2,047
)
(50
)
Asthma
41
1,926
(1,885
)
(98
)
CIndU
253
828
(575
)
(69
)
SCID
—
368
(368
)
(100
)
MDS/AML
—
162
(162
)
(100
)
Total program costs
$
3,584
$
15,769
$
(12,185
)
(77
)
At the program level, the decrease in clinical program expenses was primarily driven by decreased costs related to the CSU program, asthma program, briquilimab platform and CMO product development and manufacturing expenses not allocated to specific programs. Enrollment in the ETESIAN study for the asthma program, which began in late 2024, was halted in July 2025, and we incurred minimal costs related to this program during the three months ended June 30, 2026. We substantially discontinued the SCID program in 2025 and MDS/AML program in late 2024 and did not incur any costs related to these programs during the three months ended June 30, 2026.
General and Administrative Expenses
General and administrative expenses decreased by $1.8 million, from $5.9 million for the three months ended June 30, 2025 to $4.1 million for the three months ended June 30, 2026. Employee payroll and related expenses decreased by $1.8 million, from $3.1 million for the three months ended June 30, 2025 to $1.3 million for the three months ended June 30, 2026, primarily due to the workforce reduction as part of the corporate reorganization in 2025 and a decrease in stock-based compensation expenses. Stock-based compensation expenses, included in employee payroll and related expenses, were $0.5 million and $1.0 million for the three months ended June 30, 2026 and 2025, respectively. Expenses related to professional services decreased by $0.3 million, from $2.5 million for the three months ended June 30, 2025 to $2.2 million for the three months ended June 30, 2026. Rent expenses decreased by $0.1 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Other expenses increased by $0.4 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily related to an increase in allocation of overhead costs.
Total Other Income, Net
Total other income, net increased by $6.1 million, from $0.4 million for the three months ended June 30, 2025 to $6.5 million for the three months ended June 30, 2026.
Interest income decreased by $0.3 million, from $0.4 million for the three months ended June 30, 2025 to $0.1 million for the three months ended June 30, 2026, primarily due to lower cash balances invested in money market funds.
The change in fair value of warrant liability of $4.0 million for three months ended June 30, 2026 primarily relates to a decrease in the fair value of common stock and the remaining term of warrants issued in connection with our underwritten public offering in September 2025.
Other income (expense), net increased by $2.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a gain of $2.3 million from reversal of the CIRM grant liability and a gain of $0.1 million on the disposal of property and equipment related to the sale of certain fully depreciated laboratory equipment during the three months ended June 30, 2026.
31
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Six Months Ended
June 30,
Change
Change
2026
2025
$
%
Operating expenses
Research and development
$
10,949
$
37,353
$
(26,404
)
(71
)
General and administrative
9,210
11,525
(2,315
)
(20
)
Total operating expenses
20,159
48,878
(28,719
)
(59
)
Loss from operations
(20,159
)
(48,878
)
28,719
(59
)
Interest income
246
1,061
(815
)
(77
)
Change in fair value of warrant liability
13,620
—
13,620
100
Other income (expense), net
2,359
(147
)
2,506
NM
Total other income, net
16,225
914
15,311
NM
Net loss and comprehensive loss
$
(3,934
)
$
(47,964
)
$
44,030
(92
)
NM = Not meaningful
Research and Development Expenses
The following table summarizes our research and development expenses for the periods indicated (in thousands, except percentages):
Six Months Ended
June 30,
Change
Change
2026
2025
$
%
Personnel-related costs
$
2,171
$
8,730
$
(6,559
)
(75
)
General and overhead costs
1,571
3,094
(1,523
)
(49
)
Program costs
7,207
25,529
(18,322
)
(72
)
Total research and development expenses
$
10,949
$
37,353
$
(26,404
)
(71
)
Research and development expenses decreased by $26.4 million, from $37.4 million for the six months ended June 30, 2025 to $11.0 million for the six months ended June 30, 2026.
Personnel-related costs, including employee payroll and related expenses, decreased by $6.6 million, from $8.7 million for the six months ended June 30, 2025 to $2.2 million for the six months ended June 30, 2026, primarily due to the workforce reduction as part of the corporate reorganization in 2025. Stock-based compensation expenses, included in personnel-related costs, decreased by $0.7 million, from $1.1 million for the six months ended June 30, 2025 to $0.4 million for the six months ended June 30, 2026.
32
General and overhead costs, which include common facilities, human resources and information technology related expenses allocated to research and development, decreased by $1.5 million, from $3.1 million for the six months ended June 30, 2025 to $1.6 million for the six months ended June 30, 2026, primarily due to decreased allocated overheads to research and development costs following our corporate reorganization in 2025.
Program costs decreased by $18.3 million, from $25.5 million for the six months ended June 30, 2025 to $7.2 million for the six months ended June 30, 2026. Clinical program expenses primarily consisted of expenses incurred under agreements with CROs, CMOs, consultants, other professional services, in vivo study costs and lab supplies. Clinical program expenses decreased primarily due to a decrease in CRO expenses of $6.0 million from $9.8 million for the six months ended June 30, 2025 to $3.8 million for the six months ended June 30, 2026, a decrease in CMO expenses of $6.9 million from $8.7 million for the six months ended June 30, 2025 to $1.8 million for the six months ended June 30, 2026, in each case primarily reflecting the impact of our corporate reorganization in 2025, pursuant to which we halted enrollment in our asthma program, discontinued our other clinical and preclinical programs, and narrowed our focus to briquilimab clinical development in chronic urticaria, a decrease in external consulting and other professional services costs of $2.4 million from $3.7 million for the six months ended June 30, 2025 to $1.3 million for the six months ended June 30, 2026, a decrease in the preclinical in vivo study costs of $1.7 million with no such costs incurred during the six months ended June 30, 2026, as we halted the related preclinical programs in 2025.
Our program costs for the six months ended June 30, 2026 and 2025 were as follows (in thousands):
Six Months Ended
June 30,
Change
Change
2026
2025
$
%
Briquilimab platform
$
566
$
3,835
$
(3,269
)
(85
)
CMO
1,825
8,651
(6,826
)
(79
)
CSU
4,425
6,840
(2,415
)
(35
)
Asthma
(286
)
3,319
(3,605
)
(109
)
CIndU
677
1,713
(1,036
)
(60
)
SCID
—
891
(891
)
(100
)
MDS/AML
—
280
(280
)
(100
)
Total program costs
$
7,207
$
25,529
$
(18,322
)
(72
)
At the program level, the decrease in clinical program expenses was primarily driven by decreased costs related to the asthma program, CSU and CIndU programs, briquilimab platform and CMO product development and manufacturing expenses not allocated to specific programs. The decrease in CSU and CIndU programs, briquilimab platform and CMO product development and manufacturing expenses not allocated to specific programs was primarily due to lower overall program activity and spending following our 2025 corporate reorganization, as we continue to prioritize our cash resources. Enrollment in the ETESIAN study for the asthma program, which began in late 2024, was halted in July 2025. The decrease in asthma program expenses during the six months ended June 30, 2026 was further impacted by reductions in previously accrued CRO investigator grant costs following the reconciliation and close-out of the study. We do not expect to incur significant costs related to asthma program in future. There were no expenses incurred related to the SCID and MDS/AML programs that we discontinued in prior periods.
General and Administrative Expenses
General and administrative expenses decreased by $2.3 million, from $11.5 million for the six months ended June 30, 2025 to $9.2 million for the six months ended June 30, 2026. Employee payroll and related expenses decreased by $2.5 million, from $6.4 million for the six months ended June 30, 2025 to $3.9 million for the six months ended June 30, 2026, primarily due to the workforce reduction as part of the corporate reorganization in 2025 and a decrease in stock-based compensation expenses. Stock-based compensation expenses, included in employee payroll and related expenses, were $0.6 million and $2.0 million for the six months ended June 30, 2026 and 2025, respectively. Expenses related to professional services decreased by $0.4 million, from $4.5 million for the six months ended June 30, 2025 to $4.1 million for the six months ended June 30, 2026, primarily due to a $0.4 million decrease in stock-based compensation expense related to non-employee consultants. Rent expenses decreased by $0.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Other expenses increased by $0.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily related to an increase in allocation of overhead costs.
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Total Other Income, Net
Total other income, net increased by $15.3 million, from $0.9 million for the six months ended June 30, 2025 to $16.2 million for the six months ended June 30, 2026.
Interest income decreased by $0.8 million, from $1.0 million for the six months ended June 30, 2025 to $0.2 million for the six months ended June 30, 2026, primarily due to lower cash balances invested in money market funds.
The change in fair value of warrant liability of $13.6 million for six months ended June 30, 2026 primarily relates to a decrease in the fair value of common stock and the remaining term of warrants issued in connection with our underwritten public offering in September 2025.
Other income increased by $2.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a gain of $2.3 million from reversal of the CIRM grant liability, a gain of $0.1 million on the disposal of property and equipment related to the sale of certain fully depreciated laboratory equipment during the six months ended June 30, 2026, and a decrease in foreign currency transactions losses of $0.1 for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Liquidity and Capital Resources
As of June 30, 2026, we had $7.3 million of cash and cash equivalents.
In order to assist in funding our future operations, including our planned clinical trials, on March 19, 2025, we filed a new universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC, which was declared effective on March 26, 2025 and superseded our prior universal shelf registration statement. As of June 30, 2026, we can sell from time to time up to $263.5 million of common stock, preferred stock, debt securities, warrants, rights, units and depositary shares comprised of any combination of these securities, for our own account in one or more offerings under the Shelf Registration Statement. The terms of any offering under the Shelf Registration Statement will be established at the time of such offering and will be described in a prospectus supplement to the Shelf Registration Statement filed with the SEC prior to the completion of any such offering. However, as of June 30, 2026, the aggregate market value of our common stock held by non-affiliates (“public float”) is less than $75.0 million, so the amount we can raise through primary public offerings of securities, including through the ATM offering, in any twelve-month period using shelf registration statements is limited to an aggregate of one-third of our public float. On March 19, 2025, we entered into an Open Market Sale Agreement
SM
with Jefferies LLC (“Jefferies”), pursuant to which we may offer and sell through or to Jefferies, as sales agent or principal, shares of common stock from time to time (the “ATM Offering”). On March 26, 2025, we filed with the SEC a prospectus under the S-3 in connection with the ATM Offering (the “ATM Prospectus”), pursuant to which we may offer and sell shares of common stock having an aggregate offering price of up to $100.0 million. As of June 30, 2026, we issued and sold an aggregate of 1,231,447 shares of common stock for net proceeds of approximately $6.5 million pursuant to the ATM Prospectus.
On September 18, 2025, we entered into an underwriting agreement with TD Securities (USA) LLC as the representative of the several underwriters named therein, relating to an underwritten public offering under the Shelf Registration Statement. On September 22, 2025, we closed the offering and issued an aggregate of 11,670,707 shares of common stock, pre-funded warrants to purchase 675,000 shares of common stock and common stock warrants to purchase 12,345,707 shares of common stock, for net proceeds of approximately $27.5 million.
As of June 30, 2026, $93.5 million remains allocated and available under the ATM Prospectus and $170.0 million remains available and unallocated under the Shelf Registration Statement.
In connection with the Kira acquisition, as discussed above, we received approximately $132.0 million gross proceeds on July 20, 2026 from the issuance of 4,655,951 shares of non-voting convertible preferred stock to investors.
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Future Funding Requirements
Our primary uses of cash are to fund our operations, which consist primarily of research and development expenditures related to our programs and, to a lesser extent, general and administrative expenditures. We anticipate that we will continue to incur significant expenses for the foreseeable future as we continue to advance our product candidates, expand our corporate infrastructure, operate as a public company, further our research and development initiatives for our product candidates, scale our laboratory and manufacturing operations, and incur marketing costs associated with potential commercialization. We are subject to all the risks typically related to the development of new drug candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We anticipate that we will need substantial additional funding in connection with our continuing operations.
We have incurred significant losses and negative cash flows from operations since our inception. As of June 30, 2026, we had an accumulated deficit of $320.6 million. Given our recurring losses from operations and negative cash flows, the potential risk of having to repurchase the Non-Voting Convertible Preferred Stock issued in the Financing if we are unable to obtain stockholder approval to convert it to Common Stock within 12 months and based on our current operating plan, we have concluded that there is substantial doubt about our ability to continue as a going concern within one year from the date of filing of this Quarterly Report. We expect to finance our future cash needs through equity or debt financings, collaborations or a combination of these approaches, and given the imminent need for additional funding to continue to fund operations in the near-term, we are actively seeking additional capital to extend our cash runway. The sale of equity or convertible debt securities may result in dilution to our stockholders, and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financings may subject us to covenant limitations or restrictions on our ability to take specific actions, such as incurring additional debt or making capital expenditures. Our ability to raise additional funds may be adversely impacted by negative global economic conditions and any disruptions to and volatility in the credit and financial markets in the United States and worldwide or other factors. There can be no assurance that we will be successful in acquiring additional funding at levels sufficient to fund our operations or on terms favorable or acceptable to us. While we routinely evaluate cost reduction measures to proactively manage cash burn, if we are unable to obtain adequate financing when needed or on terms favorable or acceptable to us, we may be forced to take broader actions such as to delay, reduce the scope of or eliminate one or more of our research and development programs.
Our future financing requirements will depend on many factors, including:
●
the timing, scope, progress, results and costs of research and development, preclinical and non-clinical studies and clinical trials for our current and future product candidates;
●
the number, scope and duration of clinical trials required for regulatory approval of our current and future product candidates;
●
the outcome, timing and costs of seeking and obtaining regulatory approvals from the FDA and comparable foreign regulatory authorities for our product candidates, including any requirement to conduct additional studies or generate additional data beyond that which we currently expect would be required to support a marketing application;
●
the costs of manufacturing clinical and commercial supplies of our current and future product candidates;
●
the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval;
●
any product liability or other lawsuits related to our product candidates;
●
the revenue, if any, received from commercial sales of any product candidates for which we may receive marketing approval;
35
●
our ability to establish a commercially viable pricing structure and obtain approval for coverage and adequate reimbursement from third-party and government payers;
●
the costs to establish, maintain, expand, enforce and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing our patents or other intellectual property rights;
●
expenses incurred to attract, hire and retain skilled personnel; and
●
the costs of operating as a public company.
A change in the outcome of any of these or other variables could significantly change the costs and timing associated with the development of our product candidates. Furthermore, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such change.
Contractual Obligations and Commitments
We enter into contracts in the normal course of business with CROs for clinical trials, with CMOs for clinical supplies manufacturing and with other vendors for preclinical studies, supplies and other services and products for operating purposes. These contracts generally provide for termination on notice or may have a potential termination fee if a purchase order is cancelled within a specified time, and therefore are cancelable contracts. We do not expect any such contract terminations and did not have any non-cancellable obligations under these agreements as of June 30, 2026.
Leases
As of June 30, 2026, we leased approximately 25,900 square feet of space for our headquarters in Redwood City, California. The lease expires in August 2026. We have an option to extend the term for an additional five years to August 2031. In addition to base rent, we pay our share of operating expenses and taxes. As of June 30, 2026, our rent commitments under the lease agreement were $0.3 million within the next 12 months from June 30, 2026.
Stanford License Agreements
In March 2021, we entered into an exclusive license agreement with Stanford (the “2021 Stanford License Agreement”). In July 2023, we entered into an amendment to the 2021 Stanford License Agreement to modify certain milestones set forth thereunder. Pursuant to the 2021 Stanford License Agreement we are required to pay annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement and ending upon the first commercial sale of a product, method, or service in the licensed field of use, as follows: $25,000 for each first and second year, $35,000 for each third and fourth year, and $50,000 at each anniversary thereafter ending upon the first commercial sale. We are also obligated to pay late-stage clinical development milestone payments and first commercial sales milestone payments of up to $9.0 million in total. We will also pay low single-digit royalties on net sales of licensed products. All products were in development as of June 30, 2025, and no such royalties were due as of such date and no milestones were achieved.
In December 2024, we entered into a co-exclusive license agreement with Stanford (the “2024 Stanford License Agreement”). Pursuant to the 2024 Stanford License Agreement, we are required to pay a license issuance fee of $75,000, which was paid in January 2025, and annual license maintenance fees, beginning on the first anniversary of the effective date of the agreement: $25,000 for each of the first through third years, $50,000 for each of the fourth through sixth years and $65,000 at each anniversary thereafter. We are also obligated to pay clinical development milestone payments of up to $1.3 million and sales milestone payments of up to $7.0 million in total. We will also pay low single-digit royalties on net sales of licensed products. All products are in development as of June 30, 2025, and no such royalties were due as of such date and no milestones were achieved.
36
Cash Flows
The following table summarizes our sources and uses of cash for the periods presented (in thousands):
Six Months ended
June 30,
2026
2025
Net cash used in operating activities
$
(21,467
)
$
(38,295
)
Net cash provided by investing activities
80
5
Net cash provided by financing activities
9
6,163
Net decrease in cash and cash equivalents and restricted cash
$
(21,378
)
$
(32,127
)
Cash Flows from Operating Activities
Net cash used in operating activities was $21.5 million and $38.3 million for the six months ended June 30, 2026 and 2025, respectively.
Cash used in operating