Source: sec
Source ID: 0001193125-26-342307
URL: https://www.sec.gov/Archives/edgar/data/1800315/000119312526342307/dmra-20260630.htm
Symbol: (DMRA)
Published: 2026-08-10 16:00:42 EDT
Time precision: minute
Title: 10-Q 10-Q

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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:
001-39655
DAMORA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its Charter)
Cayman Islands
37-1957007
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
221 Crescent Street
Building 23
,
Suite 105
Waltham
,
MA
02453
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (
781
)
281-9020
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares, par value $0.00001 per share
DMRA
The
Nasdaq
Capital Market
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, 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 ☒
The number of shares of registrant’s ordinary shares outstanding as of August 7, 2026 was
61,735,519
.
Table of Contents
Page
Cautionary Note Regarding Forward-Looking Statements
ii
PART I. FINANCIAL INFORMATION
1
Item 1.
Financial Statements (Unaudited)
1
Condensed Consolidated Balance Sheets
1
Condensed Consolidated Statements of Operations and Comprehensive Loss
2
Condensed Consolidated Statements of Changes in Stockholders’ Equity
3
Condensed Consolidated Statements of Cash Flows
5
Notes to the Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32
Item 4.
Controls and Procedures
32
PART II. OTHER INFORMATION
34
Item 1.
Legal Proceedings
34
Item 1A.
Risk Factors
34
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
70
Item 3.
Defaults Upon Senior Securities
70
Item 4.
Mine Safety Disclosures
70
Item 5.
Other Information
70
Item 6.
Exhibits
72
Signatures
74
i
CAUTIONARY NOTE REGARDI
NG FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of this Quarterly Report on Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing,” “goal,” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding:
•
our ability to successfully execute on our strategy for the discovery and development of DMR-001, DMR-002 and DMR-003;
•
the success, cost and timing of our planned filing of investigational drug applications or their equivalents, planned product development activities, and initiation of clinical trials of our current product candidates, including DMR-001, DMR-002, and DMR-003, and any future product candidates;
•
our ability to retain the continued service of our directors, officers, key employees and consultants;
•
our ability to continue to grow and manage our growth effectively;
•
our ability to obtain regulatory approval for our current or future product candidates that we may identify or develop;
•
our ability to ensure adequate supply of our current or future product candidates;
•
our ability to maintain third-party relationships necessary to conduct our business;
•
our ability to establish an adequate safety or efficacy profile for our current or future product candidates that we may pursue;
•
the implementation and execution of our strategic plans for our business, our current or future product candidates we may develop and our technology;
•
our intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;
•
the rate and degree of market acceptance and clinical utility for our current or future product candidates we may develop;
•
our estimates about the size of our market opportunity;
•
our estimates of expenses, future revenues, capital requirements and our needs for additional financing;
•
our ability to maintain and establish collaborations;
•
our financial performance and liquidity;
•
developments relating to our competitors and our industry, including the impact of government regulation;
•
our ability to retain the continued service of our key professionals and consultants and to identify, hire and retain additional qualified professionals;
•
our ability to maintain adequate internal controls over financial reporting;
•
the effects of global economic uncertainty and financial market volatility caused by economic effects of volatility in inflation and interest rates, tariffs, geopolitical instability, changes in international trade relationships and conflicts; and
•
other risks and uncertainties, including those listed under the section titled “Risk Factors.”
These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may cause actual
ii
results to differ materially from current expectations include, among other things, the reasons described elsewhere in this Quarterly Report on Form 10-Q and those set forth in Part I, Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Any forward-looking statement in this Quarterly Report on Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This Quarterly Report on Form 10-Q also contains estimates, projections, and other information concerning our industry, our business, and the markets for certain drugs, including data regarding the estimated size of those markets, their projected growth rates, and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by third parties, industry, medical and general publications, government data, and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.
Except where the context otherwise requires, in this Quarterly Report on Form 10-Q, “we,” “us,” “our,” “Damora,” and the “Company” refer to Damora Therapeutics, Inc. and, where appropriate, its consolidated subsidiaries.
Trademarks
We have applied for various trademarks that we use in connection with the operation of our business. This Quarterly Report on Form 10-Q includes trademarks, service marks, and trade names owned by us or other companies. All trademarks, service marks, and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
iii
PART I – Fina
ncial Information
Item 1. Finan
cial Statements (Unaudited).
DAMORA THERAPEUTICS, INC.
Condensed Consolidated Ba
lance Sheets
(in thousands, except share and per share amounts)
June 30,
December 31,
2026
2025
Assets
(unaudited)
Current assets
Cash and cash equivalents
$
540,515
$
257,624
Prepaid expenses and other current assets
3,073
2,799
Total current assets
543,588
260,423
Other assets, noncurrent
48
104
Total assets
$
543,636
$
260,527
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
$
3,482
$
444
Accrued expenses and other current liabilities
8,879
2,401
Paramora warrant obligation
9,527
—
Related party accounts payable and other current liabilities
5,662
17,221
Total current liabilities
27,550
20,066
Other liabilities, noncurrent
27
81
Total liabilities
$
27,577
$
20,147
Commitments
and contingencies (Note 7)
Mezzanine equity
Preferred stock, par value of $
0.00001
per share;
10,000,000
shares authorized
at June 30, 2026 and December 31, 2025;
no
shares and
159
shares issued and outstanding as of June 30, 2026 and December 31, 2025
—
1,341
Stockholders’ equity
Series B non-voting convertible preferred stock, par value of $
0.00001
per share;
16,366
shares authorized at June 30, 2026 and December 31, 2025;
16,366
shares issued and outstanding as of June 30, 2026 and December 31, 2025
117,621
117,621
Series C non-voting convertible preferred stock, par value of $
0.00001
per share;
43,882
shares authorized at June 30, 2026 and December 31, 2025;
1,722
and
43,882
shares issued and outstanding as of June 30, 2026 and December 31, 2025
12,376
297,291
Common stock, par value of $
0.00001
per share;
500,000,000
shares authorized
at June 30, 2026 and
300,000,000
shares authorized at December 31, 2025;
61,734,601
and
1,597,321
shares issued and outstanding at June 30, 2026
and December 31, 2025, respectively
1
—
Additional paid-in capital
931,649
310,688
Accumulated deficit
(
546,320
)
(
487,363
)
Accumulated other comprehensive income
732
802
Total stockholders’ equity
516,059
240,380
Total liabilities and stockholders’ equity
$
543,636
$
260,527
See accompanying notes to the unaudited interim condensed consolidated financial statements.
Damora Therapeutics, Inc.
Condensed Consolidated Statements of Oper
ations and Comprehensive Loss
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Operating expenses
Research and development
$
25,540
$
1,465
$
49,317
$
2,143
General and administrative
9,454
1,956
16,488
3,877
Total operating expenses
34,994
3,421
65,805
6,020
Loss from operations
(
34,994
)
(
3,421
)
(
65,805
)
(
6,020
)
Other income (expense), net
Interest income, net
4,059
50
7,129
124
Foreign exchange transaction gain (loss), net
16
(
62
)
16
(
68
)
Total other income, net
4,075
(
12
)
7,145
56
Loss before income tax expense
(
30,919
)
(
3,433
)
(
58,660
)
(
5,964
)
Income tax expense
(
255
)
(
4
)
(
297
)
(
6
)
Net loss
$
(
31,174
)
$
(
3,437
)
$
(
58,957
)
$
(
5,970
)
Net loss per share, basic and diluted, Series B Preferred Stock
$
(
393.59
)
$
—
$
(
787.80
)
$
—
Weighted-average Series B non-voting convertible preferred
stock outstanding, basic and diluted
16,366
—
16,366
—
Net loss per share, basic and diluted, Series C Preferred Stock
$
(
393.59
)
$
—
$
(
787.80
)
$
—
Weighted-average Series C non-voting convertible preferred
stock outstanding, basic and diluted
1,722
—
11,022
—
Net loss per share, basic and diluted, common stock
$
(
0.39
)
$
(
2.60
)
$
(
0.79
)
$
(
4.51
)
Weighted-average number of shares used in computing net loss
per common share, basic and diluted
61,117,057
1,322,553
47,449,952
1,322,283
Other comprehensive (loss) income, net of tax
Currency translation (loss) gain
(
22
)
$
509
$
(
70
)
$
712
Other comprehensive (loss) income, net of tax
(
22
)
509
(
70
)
712
Total comprehensive loss
$
(
31,196
)
$
(
2,928
)
$
(
59,027
)
$
(
5,258
)
See accompanying notes to the unaudited interim condensed consolidated financial statements.
2
Damora Therapeutics, Inc.
Condensed Consolidated Statemen
ts of Changes in Stockholders’ Equity
(in thousands, except share amounts)
(Unaudited)
Mezzanine Equity
Stockholders’ Equity
Three Months Ended June 30, 2025
Preferred Stock
Series B
Non-Voting
Convertible Preferred Stock
Series C
Non-Voting
Convertible Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Income (Loss)
Equity
Balance at March 31, 2025
161
1,360
—
—
—
—
1,322,359
—
292,106
(
280,057
)
300
13,709
Stock-based compensation expense
—
—
—
—
—
—
—
—
172
—
—
172
Conversion of Series A Preferred Stock
(
2
)
(
19
)
—
—
—
—
2,201
—
19
—
—
—
Other comprehensive income, net
—
—
—
—
—
—
—
—
—
509
509
Net loss
—
—
—
—
—
—
—
—
—
(
3,437
)
—
(
3,437
)
Balance at June 30, 2025
159
$
1,341
—
$—
—
$—
1,324,560
$—
$
292,297
$(
283,494
)
$
809
$
10,953
Mezzanine Equity
Stockholders’ Equity
Three Months Ended June 30, 2026
Preferred Stock
Series B
Non-Voting
Convertible Preferred Stock
Series C
Non-Voting
Convertible Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Income (Loss)
Equity
Balance at March 31, 2026
159
1,341
16,366
117,621
1,877
13,490
60,303,212
1
893,542
(
515,146
)
754
511,603
Stock-based compensation expense
—
—
—
—
—
—
—
—
6,144
—
—
6,144
Conversion of Series A preferred shares to Common Stock
(
159
)
(
1,341
)
—
—
—
158,361
—
1,341
—
—
—
Conversion of Series C Preferred Stock issued in connection with the asset acquisition of Damora Therapeutics, Inc
—
—
—
—
—
—
—
—
—
—
—
—
Issuance of common stock in connection with vesting of
restricted stock units
—
—
—
—
—
—
726
—
—
—
—
—
Exercise of stock options
—
—
—
—
—
—
31,902
—
226
—
—
226
Forfeiture of shares
—
—
—
—
(
155
)
(
1,114
)
—
—
1,114
—
—
—
Other comprehensive income, net
—
—
—
—
—
—
—
—
—
(
22
)
(
22
)
Proceeds from At-the-Market facility
—
—
—
—
—
—
1,240,400
—
29,282
—
—
29,282
Net loss
—
—
—
—
—
—
—
—
—
(
31,174
)
—
(
31,174
)
Balance at June 30, 2026
—
$—
16,366
$
117,621
1,722
$
12,376
61,734,601
$
1
$
931,649
$(
546,320
)
$
732
$
516,059
3
Mezzanine Equity
Stockholders’ Equity
Six Months Ended June 30, 2025
Preferred Stock
Series B
Non-Voting
Convertible Preferred Stock
Series C
Non-Voting
Convertible Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Income (Loss)
Equity
Balance at December 31, 2024
161
1,360
—
—
—
—
1,316,989
—
291,898
(
277,524
)
97
15,831
Stock-based compensation expense
—
—
—
—
—
—
—
—
351
—
—
351
Conversion of Series A Preferred Stock
(
2
)
(
19
)
—
—
—
—
2,201
—
19
—
—
—
Issuance of common stock in connection
with vesting of restricted stock units
—
—
—
—
—
—
5,370
—
29
—
—
29
Other comprehensive income, net
—
—
—
—
—
—
—
—
—
712
712
Net loss
—
—
—
—
—
—
—
—
—
(
5,970
)
—
(
5,970
)
Balance at June 30, 2025
159
$
1,341
—
$—
—
$—
1,324,560
$—
$
292,297
$(
283,494
)
$
809
$
10,953
Mezzanine Equity
Stockholders’ Equity
Six Months Ended June 30, 2026
Preferred Stock
Series B
Non-Voting
Convertible Preferred Stock
Series C
Non-Voting
Convertible Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Accumulated
Other
Comprehensive
Total
Stockholders’
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Income (Loss)
Equity
Balance at December 31, 2025
159
1,341
16,366
117,621
43,882
297,291
1,597,321
—
310,688
(
487,363
)
802
240,380
Stock-based compensation expense
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
9,278
—
—
—
—
—
9,278
Conversion of Series A preferred shares to Common Stock
(
159
)
(
1,341
)
—
—
—
—
158,361
—
1,341
—
—
—
Conversion of Series C Preferred Stock issued in connection with the asset acquisition of Damora Therapeutics, Inc
—
—
—
—
(
2,364
)
(
16,990
)
2,364,000
—
16,990
—
—
—
Stockholder approval of the issuance of common stock upon conversion of Series C non-voting convertible preferred stock
—
—
—
—
(
39,641
)
(
266,811
)
39,641,000
1
266,810
—
—
—
Issuance of common stock in connection
with offering, net of issuance
costs of $
20,753
—
—
—
—
—
—
16,644,737
—
295,497
—
—
295,497
Forfeiture of shares
—
—
—
—
(
155
)
(
1,114
)
(
9,638
)
—
1,114
—
—
—
Issuance of common stock in connection with vesting of
restricted stock units
—
6,018
—
—
Exercise of stock options
—
—
—
—
—
—
92,402
—
649
—
—
649
Other comprehensive income, net
—
—
—
—
—
—
—
—
(
70
)
(
70
)
Proceeds from At-the-Market facility, net of issuance costs of $
688
—
—
—
—
—
—
1,240,400
—
29,282
—
—
29,282
Net loss
—
—
—
—
—
—
—
—
—
(
58,957
)
—
(
58,957
)
Balance at June 30, 2026
—
$—
16,366
$
117,621
1,722
$
12,376
61,734,601
$
1
$
931,649
$(
546,320
)
$
732
$
516,059
See accompanying notes to the unaudited interim condensed consolidated financial statements.
4
Damora Therapeutics, Inc.
Condensed Consolidated Stateme
nts of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended
June 30,
2026
2025
Cash flows from operating activities
Net loss
$
(
58,957
)
$
(
5,970
)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation of equipment
11
11
Stock-based compensation
9,278
351
Issuance of common stock in connection with vesting of restricted stock units
—
29
Amortization of right-of-use lease asset
68
6
Accretion of lease liability
—
3
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
(
274
)
(
155
)
Other assets, noncurrent
(
23
)
(
376
)
Accounts payable
3,038
379
Accrued expenses and other current liabilities
6,494
1,051
Operating lease liabilities
(
67
)
(
10
)
Paramora warrant obligation
9,527
—
Related party accounts payable and other current liabilities
(
11,559
)
—
Other liabilities, noncurrent
(
1
)
5
Net cash used in operating activities
$
(
42,465
)
$
(
4,676
)
Cash flows from financing activities
Issuance of stock in connection with offerings
346,217
—
Issuance costs in connection with offerings
(
21,441
)
—
Proceeds from exercise of stock options
650
—
Net cash provided by financing activities
$
325,426
$
—
Net increase (decrease) in cash and cash equivalents
$
282,961
$
(
4,676
)
Effect of exchange rate changes on cash and cash equivalents
(
70
)
712
Cash and cash equivalents, beginning of year
257,624
14,175
Cash and cash equivalents, end of year
$
540,515
$
10,211
Supplemental disclosures of cash flow information:
Cash paid for taxes
$
5
$
5
See accompanying notes to the unaudited interim condensed consolidated financial statements.
5
Damora Therapeutics, Inc.
Notes to the Condensed Consolid
ated Financial Statements
1. DESCRIPTION OF BUSINESS, ORGANIZATION AND LIQUIDITY
Business
Damora Therapeutics, Inc. (formerly known as Galecto, Inc.) is a biopharmaceutical company developing therapies for the treatment of hematological malignancies. As used in these financial statements, unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” refer to Damora Therapeutics, Inc. and its subsidiaries.
As of June 30, 2026, the Company’s wholly owned subsidiaries were PharmAkea, Inc., a Delaware corporation (“PharmAkea”), Damora Securities Corporation, a Massachusetts corporation, Damora Therapeutics, LLC, a Delaware limited liability company, and Galecto Biotech AB, a Swedish company. Galecto Biotech ApS, a Danish operating company, is a wholly-owned subsidiary of Galecto Biotech AB.
Recent developments
On
November 10, 2025
, the Company acquired Damora Therapeutics, Inc., a Delaware corporation (“Pre-Acquisition Damora”), in accordance with the terms of the Agreement and Plan of Merger, dated November 10, 2025 (the “Acquisition Agreement”), by and among the Company, Daylight Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Daylight Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Pre-Acquisition Damora. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Pre-Acquisition Damora, pursuant to which Pre-Acquisition Damora was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Pre-Acquisition Damora merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Asset Acquisition”). The Asset Acquisition is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Under the terms of the Acquisition Agreement, following the closing of the Asset Acquisition (the “Closing”), the Company issued to the stockholders of Pre-Acquisition Damora (i)
265,309
shares of the common stock of the Company, par value $
0.00001
per share (the “Common Stock”), (ii)
16,366
shares of Series B Non-Voting Convertible Preferred Stock, par value $
0.00001
per share (the “Series B Preferred Stock”) (as described below), and (iii)
4,241
shares of Series C Non-Voting Convertible Preferred Stock, par value $
0.00001
per share (the “Series C Preferred Stock”) (as described below), in the case (ii) and (iii), each share of which is convertible into
1,000
shares of Common Stock, subject to certain conditions described below.
In connection with the Asset Acquisition, the Company also entered into a significant private investment in public equity (“PIPE”) transaction. The Company agreed to sell
39,641
shares of Series C Preferred Stock in the PIPE for approximately $
285
million in gross proceeds. The PIPE closed on November 12, 2025. The Series C Preferred Stock are convertible into Common Stock at a ratio of
1,000
shares of Common Stock per share of Series C Preferred Stock, subject to beneficial‑ownership limitations.
On February 9, 2026, the Company’s stockholders approved, among other proposals, the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock. Following the special meeting of the stockholders of the Company,
42,005
shares of Series C Preferred Stock were automatically converted into
42,005,000
shares of Common Stock.
On February 10, 2026, we also entered into an underwriting agreement with certain underwriters to issue and sell
16,644,737
shares of Common Stock, which included the full exercise by the underwriters of their option to purchase an additional
2,171,052
shares, at a public offering price of $
19.00
per share. The underwritten offering closed on February 12, 2026. The net proceeds from this offering were approximately $
295.5
million, after deducting underwriting discounts and commissions and expenses of the offering of $
20.8
million.
Following a review of the Company’s product candidate portfolio in March 2026, the Company has determined to focus on its mutant forms of the calcium binding protein calreticulin (“mutCALR”) portfolio to address the full mutCALR myeloproliferative neoplasm (“MPN”) disease spectrum and has deprioritized continued development of GB3226.
6
On July 16, 2026, the Company changed its jurisdiction of incorporation from the State of Delaware to the Cayman Islands (the “Redomestication”) pursuant to a plan of conversion (the “Plan of Conversion”). The Redomestication became effective on July 16, 2026 and was accomplished by the filing of (i) a Certificate of Conversion with the Secretary of State of the State of Delaware and (ii) the requisite documents required under section 201 of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”), as well as the Cayman Islands memorandum and articles of association of the Company (the “Articles”), with the Cayman Islands Registrar of Companies. For purposes of these condensed consolidated financial statements, references to “Damora Delaware” mean the Company prior to the Redomestication.
Upon the Redomestication, among other things: (i) each outstanding share of common stock, par value $
0.00001
per share, of Damora Delaware automatically converted into
one
ordinary share, par value $
0.00001
per share (“Ordinary Shares”), of the Company; (ii) each outstanding share of Series B Preferred Stock, par value $
0.00001
per share, of Damora Delaware automatically converted into one Series B Preferred Share, par value $
0.00001
per share, of the Company (the “Series B Preferred Shares”); (iii) each outstanding share of Series C Preferred Stock, par value $
0.00001
per share, of Damora Delaware automatically converted into
one
Series C Preferred Share, par value $
0.00001
per share, of the Company (the “Series C Preferred Shares”); (iv) each outstanding option to purchase shares of common stock of Damora Delaware automatically converted into an option to purchase Ordinary Shares of the Company; and (v) each outstanding restricted stock unit of Damora Delaware automatically converted into a restricted stock unit of the Company.
The Company will continue to be treated as a U.S. corporation for all purposes under the U.S. Internal Revenue Code of 1986, as amended.
The rights of holders of Ordinary Shares of the Company are now governed by the Company's Articles and Cayman Islands law.
Risks and uncertainties
The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance reporting capabilities.
The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.
Liquidity and management plans
Since inception, the Company has devoted substantially all its efforts to business planning, research and development, recruiting management and technical staff and raising capital, and has financed its operations primarily through the issuance of preferred shares, debt financings, the Company’s initial public offering and sales of Common Stock.
As of June 30, 2026
, the Company had an accumulated deficit of $
546.3
million, from recurring losses since inception in 2011. The Company has incurred recurring losses and has not generated revenue as no products have obtained the necessary regulatory approval in order to market products. The Company expects to continue to incur losses as a result of costs and expenses related to the Company’s clinical development and corporate general and administrative activities. The Company had negative cash flows from operating activities during the six months ended
June 30, 2026 and 2025 of $
42.5
million and $
4.7
million, respectively, and current projections indicate that the Company will have continued negative cash flows for the foreseeable future as it continues to fund operating expenses. Net losses incurred for the three and six months ended June 30, 2025 were $
3.4
million and $
6.0
million, respectively. Net losses incurred for the three and six months ended
June 30, 2026
were $
31.2
million and $
59.0
million, respectively.
7
At June 30, 2026, the Company’s cash and cash equivalents amounted to
$
540.5
million, current assets amounted to $
543.6
million and current liabilities amounted to $
27.6
million. At December 31, 2025, the Company’s cash and cash equivalents amounted to
$
257.6
million, current assets amounted to $
260.4
million and current liabilities amounted to $
20.1
million.
Based on current operating plans, the Company has sufficient resources to fund operations for at least one year from the issuance date of these financial statements with existing cash and cash equivalents. The Company will need to secure additional financing in the future to fund additional research and development, and before a commercial drug can be produced, marketed and sold. If the Company is unable to obtain additional financing or generate license or product revenue, the lack of liquidity could have a material adverse effect on the Company.
Increase in authorized shares
On February 9, 2026, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its amended and restated certificate of incorporation to increase the number of authorized shares of Common Stock from
300,000,000
to
500,000,000
.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying interim condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
The accompanying interim condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025, and related information contained within the notes to the interim condensed consolidated financial statements, are unaudited. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of June 30, 2026, results of operations, statement of stockholders’ equity for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025. All intercompany balances and transactions have been eliminated. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes contained in the Company’s
Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2026 (the “2025 Consolidated Financial Statements”). The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any interim period.
For the six months ended June 30, 2026, there have been no material changes to the significant accounting policies as disclosed in Note 2 to the 2025 Consolidated Financial Statements.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year’s financial statement presentation.
Recently adopted accounting standards
On December 14, 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis. See Note 14 Income Taxes to the 2025 Consolidated Financial Statements in the Form 10-K for additional information.
8
Recently issued accounting standards
The Company reviewed all other recently issued accounting pronouncements and have concluded they are not applicable or not expected to be significant to the accounting for its operations.
3. RELATED PARTY TRANSACTIONS
Paragon Therapeutics, Inc. and Paramora Holding LLC
Paragon Therapeutics, Inc. (“Paragon”) and Paramora Holding LLC (“Paramora”) each beneficially own less than
5
% of the Company’s capital stock through their respective holdings of Ordinary Shares (formerly Common Stock). Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than
5
% of the Company’s capital stock on an as-converted basis, has
three
seats on the board of directors and beneficially owns more than
5
% of Paragon. Fairmount appointed Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers. Paramora is an entity formed by Paragon as a vehicle to hold equity in Pre-Acquisition Damora (and, as a result of the Asset Acquisition, the Company) in order to share profits with certain employees of Paragon.
In connection with the Asset Acquisition, the Company received the option to license certain intellectual property rights related to certain research programs (collectively, the “Option”), pursuant to the Antibody Discovery and Option Agreement, dated as of October 7, 2025, by and among Paragon, Paramora and Pre-Acquisition Damora (the “Paragon Option Agreement”). Under the Paragon Option Agreement, Pre-Acquisition Damora (and, as a result of the Asset Acquisition, the Company) is obligated to compensate Paragon for its services performed under each research program based on the actual costs incurred with mark-up costs pursuant to the terms of the Paragon Option Agreement. The Company is also obligated under the Paragon Option Agreement to issue Paramora annual equity grants in accordance with the Paramora Warrant Obligation (as defined below).
The Company has exercised the Options available under the Paragon Option Agreement with respect to the DMR-001 research program and the DMR-002 research program and expects to enter into a single license agreement (the “Paragon License Agreement”) for both programs.
Following the execution of the Paragon License Agreement, the Company will be obligated to pay Paragon up to $
22.0
million upon the achievement of specific development, regulatory and clinical milestones for the first product under each agreement, respectively, that achieves such specified milestones. The Company expects to be obligated to make a milestone payment of $
2.5
million upon the first dosing of a human patient in a Phase 1 trial.
For the three and six months ended June 30, 2026, the Company recognized expenses related to services provided by Paragon subsequent to the Asset Acquisition totaling $
10.3
million and $
27.3
million, respectively, which included $
4.5
million and $
9.5
million, respectively, of stock-based compensation expense related to the Paramora Warrant Obligation, and were recorded as research and development expenses in the consolidated statements of operations. As of June 30, 2026, $
5.7
million was unpaid and was included in Related party accounts payable and other current liabilities on the Company’s consolidated balance sheets. For the three and six months ended June 30, 2026, the Company made cash payments totalin
g $
12.1
million and $
29.3
million
to Paragon, respectively.
The following is the summary of costs that were recorded as research and development expenses in the consolidated statements of operations (in millions):
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2026
2025
2026
2025
Reimbursable costs under the Paragon
Option Agreement
$
5.8
$
—
$
17.8
$
—
Amortized cost of Paramora warrant obligation
4.5
—
9.5
—
Total
$
10.3
$
—
$
27.3
$
—
Paramora warrant obligation
Pursuant to the Paragon Option Agreement, the Company agreed to issue Paramora an annual equity grant of warrants, on the last business day of each of the years ended December 31, 2025 and December 31, 2026, to purchase
1
%
of the then outstanding
9
shares
of the Company's Ordinary Shares (formerly Common Stock), on a fully diluted basis, during the term of the Paragon Option Agreement. See Note 4 and Note 9 for additional information on the Paramora Warrant Obligation.
The following is the summary of Related party accounts payable and other current liabilities (in millions):
June 30,
2026
December 31,
2025
Related party accounts payable and other current
liabilities
$
5.7
$
17.2
Paramora warrant obligation
$
9.5
$
—
4. FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs.
The Company classified its money market funds within Level 1 because their fair values are based on their quoted market prices.
A summary of the assets and liabilities that are measured at fair value as of
June 30, 2026 and December 31, 2025 is as follows (in thousands):
Fair Value Measurement at
June 30, 2026
Assets:
Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Money market funds
(1)
$
204,176
$
204,176
$
—
$
—
Total
$
204,176
$
204,176
$
—
$
—
Liabilities:
Paramora warrant obligation
$
9,527
$
—
$
9,527
$
—
Total
$
9,527
$
—
$
9,527
$
—
Fair Value Measurement at
December 31, 2025
Assets:
Carrying
Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Money market funds
(1)
$
200,628
$
200,628
$
—
$
—
Total
$
200,628
$
200,628
$
—
$
—
(1)
Money market funds with maturities of 90 days or less at the date of purchase are included within cash and cash equivalents in the accompanying consolidated balance sheets and are recognized at fair value.
Paramora warrant obligation
The Paramora Warrant Obligation is considered a Level 2 liability based on observable market data for substantially the full term of the liability. The Paramora Warrant Obligation is measured each period using a Black-Scholes model to estimate the fair value of the option grant. Changes in the fair value of the Paramora Warrant Obligation are recorded as stock-based compensation within Research and development expenses for non-employees who provided pre-clinical development services.
10
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following (in thousands):
June 30,
December 31,
2026
2025
Contract research and development costs
$
655
$
1,198
Research and development tax credit receivable
817
875
Prepaid insurance costs
243
577
Value-added tax refund receivable
63
24
Other
1,295
125
Total prepaid expenses and other current assets
$
3,073
$
2,799
6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following (in thousands):
June 30,
December 31,
2026
2025
Employee compensation costs
$
1,304
$
442
Contract research and development costs
6,378
277
Legal costs
95
587
Other current liabilities
1,102
1,095
Total accrued expenses and other current liabilities
$
8,879
$
2,401
7. COMMITMENTS AND CONTINGENCIES
During the three and six months ended June 30, 2026, there were no material changes to the Company’s commitments and contingencies as disclosed in Note 11 of the 2025 Consolidated Financial Statements.
8. STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of
500,000,000
shares of Common Stock, and
10,000,000
shares of preferred stock, of which
200
shares were designated as Series A non-voting convertible preferred stock, par value $
0.00001
per share (the “Series A Preferred Stock”),
16,366
shares were designated as Series B Preferred Stock, and
43,882
shares were designated as Series C Preferred Stock.
As of December 31, 2025 and June 30, 2026,
no
Common Stock dividends had been declared by the board of directors. As of June 30, 2026, there wer
e
16,366
shares of Series B Preferred Stock and
1,722
shares of Series C Preferred Stock issued and outstanding
. On May 21, 2026, all
158.361
outstanding shares of Series A Preferred Stock were converted into Common Stock.
11
November 2025 PIPE
In November 2025, in connection with the Asset Acquisition, the Company issued and sold
39,641
shares of Series C Preferred Stock at approximately $
7,186.90
per share through a private placement to a group of accredited investors. The net proceeds from this offering were approximately $
267.0
million, after deducting placement agent fees and offering costs of $
18.1
million.
Shelf registration statement, at-the-market (“ATM”) offering program and February 2026 public offering
On February 10, 2026, the Company filed an automatically effective shelf registration statement (the “Registration Statement”) with the SEC for the issuance of Common Stock, preferred stock, warrants, debt securities, rights and units.
On February 10, 2026, the Company entered into a sales agreement (the “ATM Agreement”), which was amended on August 10, 2026, pursuant to which it may sell, from time-to-time, shares of Common Stock under an ATM offering program for up to $
150.0
million. For the six months ended June 30, 2026,
the Company sold
1,240,400
shares under the ATM offering program for net proceeds of $
29.3
million, after deducting underwriting discounts and commissions and expenses of $
0.6
million and had $
120.0
million in remaining capacity under the ATM offering program.
On February 10, 2026, the Company also entered into an underwriting agreement with certain underwriters to issue and sell
16,644,737
shares of Common Stock, which included the full exercise by the underwriters of their option to purchase an additional
2,171,052
shares, at a public offering price of $
19.00
per share. The underwritten offering closed on February 12, 2026. The net proceeds from this offering were approximately $
295.5
million, after deducting underwriting discounts and commissions and expenses of $
20.8
million.
Paramora warrants
The Company settled its 2025 obligations under the Paramora Warrant Obligation by issuing Paramora warrants to purchase
628,302
shares of Common Stock, with a per share exercise price equal to $
23.01
. As of June 30, 2026,
none
of the warrants issued under the Paramora Warrant Obligation have been exercised. See Note 4 for additional information on the Paramora Warrant Obligation.
Common stock
Holders of Common Stock are entitled to one vote for each share of Common Stock held of record for the election of directors and on all matters submitted to a vote of stockholders.
A majority vote of the holders of Common Stock is generally required to take action under our amended and restated certificate of incorporation, as amended, and amended and restated by-laws, as amended. Holders of Common Stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of Common Stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights and no sinking fund provisions are applicable to Common Stock. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we have designated or may designate and issue in the future.
Preferred stock
Our board of directors has the authority, without action by the stockholders, to designate and issue up to an aggregate of
10,000,000
shares of preferred stock in one or more series. Our board of directors can designate the rights, preferences and privileges of the shares of each series and any of its qualifications, limitations or restrictions.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of Common Stock.
The
issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes could, under certain circumstances, have the effect of restricting
12
dividends
on Common Stock, diluting the voting power of Common Stock, impairing the liquidation rights of Common Stock, or delaying, deferring or preventing a change in control of us, which might harm the market price of our Common Stock.
Our board of directors will make any determination to issue such shares of preferred stock based on its judgment as to our best interests and the best interests of our stockholders.
Series A preferred stock
The Company has designated
200
shares of Series A Preferred Stock. As of June 30, 2026,
there were no shares of Series A Preferred Stock issued or outstanding. The Series A Preferred Stock was classified as mezzanine equity (temporary equity) because it was convertible at the option of the holder and contains provisions that could require the Company to issue a variable number of shares of Common Stock.
The Series A Preferred Stock was issued on October 7, 2024 in connection with an asset purchase agreement with Bridge Medicines LLC. Each share is convertible at the option of the holder into
1,000
shares of Common Stock, subject to a beneficial ownership limitation (the holder may not beneficially own more than a specified percentage, between
0
% and
19.99
%, of total outstanding Common Stock after giving effect to conversion). Stockholder approval for purposes of Nasdaq Stock Market Rules was obtained on June 18, 2025 (the “Series A Stockholder Approval”). Following that approval, certain shares were automatically converted into Common Stock on the third business day thereafter, subject to beneficial ownership limitations, and the remaining shares became convertible at the holder’s election. Upon conversion, Series A Preferred Stock is cancelled and retired and resumes the status of authorized but unissued preferred stock.
The Series A Preferred Stock has no voting rights, except as required by law or to protect the rights of the holders of Series A Preferred Stock. No liquidation preference applies. Dividends, if declared on Common Stock, are payable to holders of Series A Preferred Stock on an as-if-converted-to-common-stock basis in the same form.
Series B preferred stock
In connection with the Asset Acquisition completed on November 10, 2025, the Company issued
16,366
shares of Series B Preferred Stock. As of June 30, 2026,
16,366
shares of Series B Preferred Stock were issued and outstanding. The Series B Preferred Stock is classified within permanent stockholders’ equity.
Each share of Series B Preferred Stock is convertible at the option of the holder into
1,000
shares of Common Stock (representing
16,366,000
shares of Common Stock in aggregate on an as-converted basis), subject to beneficial ownership limitations. The stockholder approval required for Nasdaq purposes (“Series B Stockholder Approval”) was obtained on February 9, 2026. Upon conversion, the Series B Preferred Stock is cancelled and retired and resumes the status of authorized but unissued preferred stock.
The Series B Preferred Stock does not have general voting rights; however, for so long as at least 30% of the originally issued Series B Preferred Stock remains outstanding, the Company may not, without the affirmative vote of a majority of the then-outstanding Series B shares: (i) consummate a Fundamental Transaction (as defined) or a merger or consolidation resulting in a change of control; (ii) increase the size of the board of directors; (iii) adopt, amend, or repeal certain corporate authority policies unless approved unanimously by the board of directors; or (iv) replace the Company’s registered independent public accounting firm, independent compensation consultant, or corporate counsel. The Series B Preferred Stock has no liquidation preference. Dividends, if declared on Common Stock, are payable to holders of Series B Preferred Stock on an as-if-converted basis.
Series C preferred stock
In connection with the Asset Acquisition and a concurrent PIPE transaction completed in November 2025, the Company issued
43,882
shares of Series C Preferred Stock in aggregate (
4,241
shares in the Asset Acquisition and
39,641
shares in the PIPE). As of June 30, 2026,
1,722
shares of Series C Preferred Stock were issued and outstanding. The Series C Preferred Stock is classified within permanent stockholders’ equity.
Each share of Series C Preferred Stock is convertible into
1,000
shares of Common Stock (
43,882,000
shares in aggregate on an as-converted basis), subject to beneficial ownership limitations. On February 9, 2026, the Company obtained the stockholder approval required for Nasdaq purposes (“Series C Stockholder Approval”). Following that approval,
42,005
shares of Series C Preferred Stock were automatically converted into
42,005,000
shares of Common Stock (the “Automatic Conversion”), with
13
1,722
shares remaining outstanding as of February 9, 2026. Each remaining share of Series C Preferred Stock may be converted at the option of the holder, subject to applicable beneficial ownership limitations. Upon conversion, shares are cancelled and retired.
The Series C Preferred Stock does not have general voting rights, except as required by law or to protect the rights of the Series C Preferred Stock. No liquidation preference applies. Dividends, if declared on Common Stock, are payable to holders of Series C Preferred Stock on an as-if-converted basis.
9. STOCK-BASED COMPENSATION
Employee equity plans
In March 2020, the Company’s board of directors and stockholders approved the 2020 Stock Option and Grant Plan (“2020 Plan”). Holders of stock options under the 2020 Plan are entitled to exercise the vested portion of the stock option during the term of the grant.
No
further equity awards will be granted under the 2020 Plan.
Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the 2020 Plan to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
In October 2020, the Company’s board of directors and stockholders approved the 2020 Equity Incentive Plan (“2020 Equity Plan”). Following the adoption of the 2020 Equity Plan,
no
further equity awards were issued under the 2020 Plan. Stock-based awards granted under the 2020 Equity Plan generally vest over a
four-year
period and expire
ten years
from the grant date.
No
further equity awards will be granted under the 2020 Equity Plan. Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the 2020 Equity Plan
to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
In November 2022, the Company’s board of directors approved the 2022 Inducement Plan (the “Inducement Plan”), which allows for the grant of equity awards to be made to new employees where the equity award is a material inducement to an employee entering into employment with the Company. The Inducement Plan was adopted by the Company’s board of directors without stockholder approval pursua
nt to Nasdaq Listing Rule 5635(c)(4). In December 2025, the Company’s board of directors approved an increase of
7,990,000
shares of Common Stock reserved for issuance under the Inducement Plan. At
June 30, 2026
, the Company had
3,602,447
shares available for future grant under the Inducement Plan. During the six months ended
June 30, 2026
,
3,130,013
options were granted under the Inducement Plan at a weighted average exercise price of $
24.43
. The weighted average remaining contra
ctual terms for these options is
10
years.
No
equity grants were issued under the Inducement Plan during the six months ended June 30, 2025.
Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the Inducement Plan to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
The Damora Therapeutics, Inc. 2025 Equity Incentive Plan (“2025 Plan”) was adopted by the board of directors of Pre-Acquisition Damora on August 22, 2025. The 2025 Plan provided for Pre-Acquisition Damora to grant stock options, restricted stock awards, restricted stock units, and other stock-based awards to employees, officers, directors, consultants, and advisors. Stock options and restricted stock awards granted under the 2025 Plan generally vest over four years, subject to the participant’s continued service. As of June 30, 2026, there were options to purchase
434,508
shares of Common Stock and
250,725
shares of Restricted Common Stock outstanding under the 2025 Plan.
No
further equity awards will be granted under the 2025 Plan. Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the 2025 Plan to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
In February 2026, the Company’s stockholders approved the 2026 Equity Incentive Plan (“2026 Equity Plan”). Following the adoption of the 2026 Equity Plan,
no
further equity awards will be issued under the 2020 Equity Plan. The initial share pool under the 2026 Equity Plan was
9,299,832
shares of Common Stock, subject to certain adjustments in the event of a change in the Company’s capitalization. Stock-based awards granted under the 2026 Equity Plan generally vest over a
four-year
period and expire
ten years
from the grant date. Shares available for grant under the 2026 Equity Plan cumulatively increase by
5
% of the number of shares of Common Stock issued and outstanding on January 1
st
each year until 2035. At June 30, 2026, the Company ha
d
8,705,367
shares
available for future grant under the 2026 Equity Plan. Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the 2026 Equity Plan to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
In February 2026, the Company's stockholder adopted the 2026 Employee Stock Purchase Plan (the “2026 ESPP”). The number of shares of our Common Stock reserved for issuance under the 2026 ESPP is equal to
619,989
subject
to an annual increase, to be
14
added
on the first day of each fiscal year, beginning January 1, 2027, equal to the lesser of (1)
1
% of the number of shares of Common Stock outstanding on the first day of such fiscal year; (2)
1,000,000
shares of our Common Stock; or (3) such other amount as determined by our board of directors. As of June 30, 2026, the Company had
no
t issued any shares under the 2026 ESPP.
Effective as of the Redomestication, the Company's board of directors approved an amendment and restatement of the 2026 ESPP to reflect the conversion of Common Stock into Ordinary Shares in connection with the Redomestication.
The following table sets forth the activity for the Company’s stock options during the periods presented:
Number of
Options
Weighted-
average
exercise
price per
share
Weighted-
average
remaining
contractual
term
(in years)
Aggregate
intrinsic
value
Outstanding at December 31, 2025
983,375
$
28.38
9.2
8,477,387
Granted
3,724,478
$
24.29
—
—
Exercised
(
92,402
)
$
7.03
—
—
Cancelled
(
91,100
)
$
123.34
—
—
Outstanding at June 30, 2026
4,524,351
$
23.59
9.6
$
11,066,420
Vested and expected to vest at June 30, 2026
4,524,351
$
23.59
9.6
$
11,066,420
Vested and exercisable at June 30, 2026
1,924,268
$
21.57
9.4
$
10,113,618
The weighted-average grant date fair value of all stock options granted during the six months ended June 30, 2026
was $
17.38
. The intrinsic value at June 30, 2026 and December 31, 2025
is based on the closing price of the Common Stock on that date of $
26.01
and $
23.01
per share, respectively.
The Company uses a Black-Scholes option pricing model to determine fair value of its stock options. The Black-Scholes option pricing model includes various assumptions, including the fair value of common shares, expected life of stock options, the expected volatility based on the historical volatility of a publicly traded set of peer companies and the expected risk-free interest rate based on the implied yield on a U.S. Treasury security.
The fair value of each option was estimated on the date of grant using the assumptions in the table below:
For the Six Months Ended June 30,
2026
2025
Risk-free interest rate
4.0
%
4.4
%
Expected term (in years)
6.1
5.9
Expected volatility
84.1
%
95.9
%
Expected dividend yield
0.0
%
0.0
%
Paramora warrant obligation
On November 10, 2025, in connection with the Asset Acquisition, the Company assumed the Paramora Warrant Obligation which provided for an annual equity grant of warrants for Paramora to purchase
1
% of the then outstanding shares of Common Stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Option Agreement, at the fair market value determined by the board of directors of the Company. The Company determined that the 2025 and 2026 grants are two separate grants, as there would be no obligation for the 2026 grant had the Company exercised or terminated all of the options under the Paragon Option Agreement prior to December 31, 2026. The service inception period for the grant precedes the grant date, with the full award being vested as of the grant date with no post-grant date service requirement.
As of June 30, 2026, the estimated fair value of the warrants to be granted on December 31, 2026, was approximately $
19.2
million. For the six months ended June 30, 2026, $
9.5
million was recognized as stock compensation expense related to the amortized expense of the Paramora Warrant Obligation. There was
no
similar expense for the six months ended June 30, 2025. As of June 30, 2026, the pro-rated unamortized expense related to the Paramora Warrant Obligation was $
9.7
million.
15
The following table summarizes the assumptions used in calculating the fair value of the warrant obligation for the six months ended June 30, 2026:
For the Six Months Ended June 30,
2026
Expected volatility
82.74
%
Expected term (in years)
10
Risk-free interest rate
4.4
%
Expected dividend yield
—
The Company settled its 2025 obligations under the Paramora Warrant Obligation by issuing Paramora warrants to purchase
628,302
shares of Common Stock with an exercise price of $
23.01
per share. As of June 30, 2026,
none
of the warrants issued under the Paramora Warrant Obligation have been exercised.
Restricted stock units
For the six months ended June 30, 2026, the Company granted
955,005
restricted stock units (“RSUs”) to its employees under the 2022 Inducement Plan. The weighted average grant date fair value of the time-based RSUs was $
23.75
for the six months ended
June 30, 2026
. The RSUs vest
33
% after
one-year
from the grant date and
17
% every
six-months
thereafter, subject to continued service to the Company through the applicable vesting dates. For the three and six months ended
June 30, 2026, the Company recognized $
1.4
million and
$
2.1
mill
ion in expense related to the RSUs. For the three and six months ended June 30, 2025, the Company recognized a $
23,000
and $
46,000
expense related to the RSUs, respectively.
The following table sets forth the activity for the Company’s RSUs during the periods presented:
Restricted
Stock Units
Weighted-
average
grant date fair
value
Total nonvested units at December 31, 2025
7,800
$
17.75
Granted
955,005
$
23.75
Vested
(
6,018
)
$
17.75
Total nonvested units at June 30, 2026
956,787
$
23.73
Stock-based compensation
The grant date fair value of stock awards vested during the six months ended June 30, 2026 and 2025
was $
1.3
million
and
$
417,000
, respectively. Total unrecognized compensation expense related to unvested options granted under the Company’s stock-based compensation plan was
$
103.1
million at June 30, 2026
, which is expected to be recognized over a weighted average period of
3
.6
years.
The Company recorded stock-based compensation expense related to the issuance of stock as follows (in thousands):
For the Three Months Ended June 30,
For the Six Months Ended June 30,
2026
2025
2026
2025
Research and development
(1)
$
6,049
$
5
$
12,335
$
10
General and administrative
4,638
167
6,470
341
Total Stock-based compensation
$
10,687
$
172
$
18,805
$
351
(1)
For the three and six months ended June 30, 2026, $
4.5
million and $
9.5
million, respectively, was recognized as stock compensation expense related to the Paramora Warrant Obligation. There were
no
such expenses for the three and six months ended June 30, 2025.
16
10. INCOME TAXES
As a result of the Company's history of net operating losses (“NOLs”), the Company continues to maintain a full valuation allowance against its domestic net deferred tax assets. For the three and six months ended June 30, 2025, the Company recognized an income tax expense of $
4,000
and $
6,000
, respectively. For both the three and six months ended June 30, 2026, the Company recognized an income tax expense of $
0.3
million
.
11. NET LOSS PER SHARE
Basic and diluted net loss per share of Common Stock, Series B Preferred Stock and Series C Preferred Stock is calculated as follows (in thousands except share and per share amounts):
For the Three Months Ended June 30, 2026
Series B
Preferred Stock
Series C
Preferred Stock
Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses
$
(
6,441
)
$
(
678
)
$
(
24,055
)
Denominator
Weighted-average shares outstanding
16,366
1,722
61,117,057
Net loss per share, basic and diluted
$
(
393.59
)
$
(
393.59
)
$
(
0.39
)
For the Three Months Ended June 30, 2025
Series B
Preferred Stock
Series C
Preferred Stock
Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses
$
$
$
(
3,437
)
Denominator
Weighted-average shares outstanding
-
-
1,322,553
Net loss per share, basic and diluted
$
-
$
-
$
(
2.60
)
For the Six Months Ended June 30, 2026
Series B
Preferred Stock
Series C
Preferred Stock
Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses
$
(
12,893
)
$
(
8,683
)
$
(
37,381
)
Denominator
Weighted-average shares outstanding
16,366
11,022
47,449,952
Net loss per share, basic and diluted
$
(
787.80
)
$
(
787.80
)
$
(
0.79
)
For the Six Months Ended June 30, 2025
Series B
Preferred Stock
Series C
Preferred Stock
Common Stock
Net loss per share, basic and diluted:
Numerator
Allocation of losses
$
—
$
—
$
(
5,970
)
Denominator
Weighted-average shares outstanding
—
—
1,322,283
Net loss per share, basic and diluted
$
—
$
—
$
(
4.51
)
17
The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:
For the Six Months Ended June 30,
2026
2025
Stock options to purchase Common Stock
4,524,351
241,131
Restricted stock units
956,787
10,452
Outstanding Paramora warrants
628,302
—
12. SEGMENT REPORTING
The Company has
one
reportable and
one
operating segment and manages its business activities primarily in the United States on a consolidated basis. The Company’s s
ingular focus is on the development of its mutCALR portfolio to address the full mutCALR myeloproliferative neoplasm disease spectrum. All of the Company’s tangible assets are held in the United States.
The chief operating decision maker (the “CODM”) is its
chief executive officer, or in the absence of a chief executive officer, its chief operating officer
.
The CODM assesses performance for the Company and decides how to allocate resources based on net loss as reported on the consolidated statements of operations. The annual budgeting process is the primary mechanism used to make these decisions.
The financial information also helps in making performance assessments using budgeted versus actual results.
The measure of segment assets is reported on the balance sheet as total consolidated assets.
13. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date on which the consolidated financial statements were issued. The Company has concluded that no subsequent events, other than already disclosed, have occurred that require disclosure to the consolidated financial statements.
18
Item 2. Management’s Discussion and Analysis of Financi
al Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report for the quarterly period ended June 30, 2026 (this "Quarterly Report") as well as the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our
Annual Report on Form 10-K
for the year ended December 31, 2025 (the "Annual Report") filed with the U.S. Securities and Exchange Commission (the "SEC") on March 19, 2026. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our expected results, outcomes, and the timing of these results and outcomes, plans, objectives, expectations, intentions and projections. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report, our actual results and the timing of selected events could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. As used in this report, unless the context suggests otherwise, “we”, “us”, “our”, “the Company,” or “Damora” refers to Damora Therapeutics, Inc. and its consolidated subsidiaries taken as a whole.
Acquisition of Pre-Merger Damora
On November 10, 2025, the Company acquired Damora Therapeutics, Inc., a Delaware corporation (“Pre-Acquisition Damora”), in accordance with the terms of the Agreement and Plan of Merger, dated November 10, 2025 (the “Acquisition Agreement”), by and among the Company, Daylight Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Daylight Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Pre-Acquisition Damora. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Pre-Acquisition Damora, pursuant to which Pre-Acquisition Damora was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Pre-Acquisition Damora merged with and into Second Merger Sub, pursuant to which Second Merger Sub was the surviving entity (together with the First Merger, the “Asset Acquisition”).
Through the Asset Acquisition, we received the option to license certain intellectual property rights related to certain research programs (collectively, the "Option"), pursuant to the Antibody Discovery and Option Agreement, dated as of October 7, 2025, by and among Paragon Therapeutics, Inc. (“Paragon”), Paramora Holding LLC (“Paramora”) and Pre-Acquisition Damora (the “Paragon Option Agreement”). On December 8, 2025, we exercised the Option with respect to one of these research programs to be granted an exclusive license to all of Paragon's rights, title and interest in and to intellectual property rights, including inventions, patents, sequence information and results, under DMR-001, our first mutant forms of the calcium binding protein calreticulin (“CALR,” which are collectively known as “mutCALR”) targeting product candidate, to develop and commercialize antibodies and products worldwide in all therapeutics disorders. On April 28, 2026, we exercised the Option under the Paragon Option Agreement to be granted an exclusive license to all of Paragon’s rights, title and interest in and to intellectual property rights, including inventions, patents, sequence information and results, under DMR-002, our second mutCALR targeting product candidate, to develop and commercialize antibodies and products worldwide in all therapeutics disorders. We also have the option to license exclusive worldwide development and commercialization rights from Paragon of DMR-003, a mutCALR and CD-3-targeting product candidate, pursuant to the Paragon Option Agreement. See the section titled “Paragon Option Agreement” in this Quarterly Report for more discussion about the Paragon Option Agreement. Pursuant to the Paragon Option Agreement, we have engaged Paragon to execute a mutually agreed research plan for DMR-001, DMR-002, and DMR-003 aimed at producing potential product candidates to be licensed for further development, manufacture and commercialization by us. The research plan activities performed by Paragon are overseen by a joint development committee comprised of our employees and employees of Paragon.
Overview
We are a biopharmaceutical company developing therapies for the treatment of hematologic disorders. We currently have three product candidates designed to treat myeloproliferative neoplasms (“MPNs”), a group of related, chronic disorders of the bone marrow, the first of which recently received approval to begin a Phase 1/1b clinical trial.
These candidates leverage multiple distinct antibody mechanisms to target mutCALR, and together have the potential to address the full spectrum of patients with mutCALR-driven MPNs, regardless of mutation type, disease subtype or disease severity. Combined with proprietary antibody design features enabling high potency across CALR mutation types, we believe each asset profile has best-in-class potential. Our portfolio of mutCALR targeted therapies includes:
19
•
DMR-001
, an Fc-null antibody designed to block mutCALR-mediated oncogenic signaling, without engaging the immune system's effector functions.
•
DMR-002
, an afucosylated antibody designed to enhance antibody-dependent cellular cytotoxicity and amplify natural immune killing of malignant cells.
•
DMR-003
, a bi-specific T-cell engager antibody designed to recruit and direct T-cell-mediated killing of malignant cells.
Both DMR-001 and DMR-002 were designed to have an extended half-life supporting convenient once-monthly subcutaneous administration.
Beginning with our lead asset DMR-001, we are developing these candidates for the treatment of essential thrombocythemia (“ET”), an MPN associated with the overproduction of platelets, and myelofibrosis (“MF”), an MPN involving the overproliferation of blood cells and deposition of fibrous material in the bone marrow and spleen. Approximately 25% and 35% of cases of ET and MF, respectively, are caused by mutCALR rather than mutations in Janus-associated kinase 2 (“JAK2”). In contrast to marketed therapies for ET and MF, DMR-001 is designed to selectively target cells that express mutCALR while avoiding the adverse effects associated with non-specific cytoreductive drugs. Furthermore, DMR-001 was designed to have increased affinity, potency and a prolonged half-life when compared with other antibodies in development that target mutCALR. We believe that DMR-001’s potential to combine increased clinical activity against all mutCALR subtypes and improved pharmacokinetics enabling optimized subcutaneous administration position it as a potential best-in-class therapy for patients with ET and MF.
MPNs are caused by excessive proliferation of myeloid cells. In some patients, including ET patients, MPNs are considered chronic diseases that lead to significant decreases in quality of life. MPNs also include MF, which is associated with poor prognosis and increased mortality. One feature that makes MPNs attractive indications for drug development is that mutations in just a small number of genes are responsible for a significant percentage of cases, which enables the opportunity to develop targeted therapies. Our goal is to develop a portfolio of targeted mutation-directed candidates to address the full spectrum of patients with mutCALR-driven MPNs.
We recently initiated our Phase 1/1b trial of DMR-001 in ET and MF patients, and in parallel to advancing DMR-001, we plan to make our first regulatory submission for DMR-002 in the second half of 2026 and for DMR-003 in 2027.
DMR-001
DMR-001 is a monoclonal antibody that targets mutations in CALR across both Type 1 and non-Type 1 CALR mutations, including Type 2 mutations. CALR mutations are the drivers of about a quarter of all cases of ET, a disease with a prevalence in the United States of about 140,000 patients. ET is characterized by excessive production of platelets, leading to symptoms that range from tingling or burning in the hands and feet to headache, visual problems, weakness, dizziness and increased risk of blood clots, causing heart attacks, strokes and other thromboses. CALR mutations are the drivers of about 35% of all cases of MF, a disease with a prevalence in the United States of about 20,000 patients. MF is characterized by abnormal myeloid cell proliferation leading to inflammation and a fibrotic response in the bone marrow. This results in bone marrow scarring, splenomegaly, elevated cytokine levels, and bone marrow dysfunction. Symptoms include fatigue, easy bruising and bleeding, night sweats and fever. Approximately 17% of ET patients who have CALR mutations progress to MF. We believe there exists at least a $5 billion addressable market in the United States for mutCALR driven ET and MF.
We believe that DMR-001 has the potential to become a best-in-class anti-mutCALR therapy due to two differentiating features compared to marketed therapies and therapies in development, including INCA033989, an anti-mutCALR antibody in clinical development by a third party. First, DMR-001 is a potent, selective mutCALR-targeted antibody with potent activity across both Type 1 and non-Type 1 CALR mutations, including Type 2 mutations. Second, DMR-001 was engineered to have an increased half-life in circulation through the incorporation of sequence modifications that have been shown to improve pharmacokinetics and meaningfully extend the half-life of drugs in humans. We believe the combination of these features should enable DMR-001 to show improved clinical activity with a less frequent and more convenient subcutaneous delivery compared to other approaches.
At the European Hematology Association (“EHA”) 2026 Congress, we presented preclinical data for DMR-001 highlighting its best-in-class potential. Compared to a reference mutCALR monoclonal antibody that we generated internally for research purposes, DMR-001 showed higher affinity and slower off-rate in Type 1 and Type 2 kinetic binding models, stronger on-cell binding and inhibition of proliferation in Type 1 and Type 2 cellular assays, and longer half-life in non-human primates. Notably,
20
DMR-001 showed 26-fold greater inhibition of cell proliferation in Type 2 mutCALR and 5-fold longer half-life versus the reference mutCALR antibody. These comparisons are based on preclinical studies conducted by us and not on head-to-head clinical trials, and results observed in preclinical models may not be predictive of results in humans.
Summary of DMR-001 preclinical data presented at EHA 2026 Congress
DMR-001
mutCALR reference antibody
Specificity
CALR mutant specific
CALR mutant specific
Affinity to Type 1 del52 mutCALR (K
D
)
0.074 nM
1.92 nM
Affinity to Type 2 ins5 mutCALR (K
D
)
0.31 nM
9.20 nM
Fc status
Effector null
Effector null
Non-human primate PK half-life (days)
15
3.1
Predicted dosing
Subcutaneous, monthly
Intravenous, every two weeks
PK, pharmacokinetics; nM, nanomolar
We recently initiated our Phase 1/1b trial of DMR-001 in ET and MF patients, with receipt of health authority approval in the first country. We plan to complete additional regulatory submissions for DMR-001 in the second half of 2026 to expand the Phase 1/1b trial globally and enable two proof-of-concept readouts beginning mid-2027. The Phase 1/1b trial is designed to rapidly identify a recommended dose for the expansion cohorts leveraging an adaptive Bayesian design enabling patient enrichment, dose escalation in a combined ET and MF population, and a starting dose of 100 mg administered subcutaneously once monthly, which is expected to be in the range of anticipated therapeutic exposure based on preclinical data showing high potency and extended half-life. We plan to initiate expansion cohorts next year in multiple ET and MF patient populations. Subject to the results of this Phase 1/1b trial, we plan to initiate Phase 3 development of DMR-001 as early as mid-2028.
Our Strategy
Our goal is to develop potential best-in-class therapies to treat a range of hematologic disorders, including MPNs such as ET and MF. Our strategy to achieve this is as follows:
•
Rapidly execute the global Phase 1/1b clinical trial of DMR-001.
We aim to rapidly advance the global Phase 1/1b trial of DMR-001 to confirm DMR-001’s differentiated profile, identify a recommended dose for future studies and explore its clinical potential in multiple ET and MF patient populations. We expect the readout of two proof-of-concept datasets from this trial beginning mid-2027 and anticipate these data will support our plans for Phase 3 registration-directed trials for DMR-001.
•
Invest early in preparation for late-stage development of DMR-001.
Although DMR-001 is not the first anti-mutCALR antibody to enter the clinic, we believe that it has the potential to be best-in-class. We intend to be in a position to execute additional clinical trials for DMR-001 in response to both the results that we generate and to those of our competitors, with the intention of minimizing unnecessary delays.
•
Advance DMR-002 and DMR-003 into clinical development, as part of a comprehensive portfolio strategy.
Our differentiated portfolio leverages multiple distinct antibody mechanisms with the potential to address the full spectrum of patients with mutCALR-driven MPNs, regardless of mutation type, disease subtype or disease severity. This includes our lead asset DMR-001, an Fc null antibody, as well as DMR-002, an afucosylated antibody, and DMR-003, a bi-specific T-cell engager. As we advance DMR-001, we plan to make our first regulatory submissions for DMR-002 in the second half of 2026 and for DMR-003 in 2027.
•
Build focused company infrastructure and foster a positive corporate culture.
We are building the infrastructure of Damora by incorporating our commitments to science-driven drug development and rapidly addressing the needs of patients with hematologic disorders.
Paragon Option Agreement
On October 7, 2025, Pre-Acquisition Damora entered into the Paragon Option Agreement with Paragon and Paramora. In connection with the Asset Acquisition, we assumed the rights and obligations of Pre-Acquisition Damora under the Paragon Option Agreement. Under the terms of the Paragon Option Agreement, Paragon agreed to perform certain research activities to discover, generate, identify, and characterize one or more antibody candidates directed to certain mutually agreed therapeutic targets of interest (each, a “Research Program”). The Paragon Option Agreement includes mutCALR as the selected target for
21
DMR-001 and DMR-002, and mutCALR and CD3 as the selected targets for DMR-003. From time to time, we may choose to add additional targets to the Paragon Option Agreement by mutual agreement with Paragon and Paramora.
Under the Paragon Option Agreement, we are required to pay Paragon a one-time, non-refundable research initiation fee within 30 days following finalization of a Research Plan (as defined in the Paragon Option Agreement) in the amount of $1.25 million for each of DMR-001, DMR-002, and DMR-003. The Research Plans for each of DMR-001, DMR-002, and DMR-003 were completed in December 2025, and we paid the related fees in January 2026. Under the Paragon Option Agreement, on a Research Program-by-Research Program (as defined therein) and product-by-product basis, we are required to make one-time non-refundable milestone payments to Paragon of up to a total of $22.0 million, upon the achievement of certain clinical development and regulatory milestones. On April 28, 2026, we exercised the Option available under the Paragon Option Agreement with respect to the DMR-002 research program.
Our Relationship with Fairmount, Paragon and Paramora
In connection with the Asset Acquisition, we assumed the rights and obligations of Pre-Acquisition Damora under the Paragon Option Agreement. Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5% of Paragon, appointed Paragon’s board of directors, and has the contractual right to approve the appointment of any executive officers of Paragon. Paramora is an entity formed by Paragon as a vehicle to hold equity in Pre-Acquisition Damora (and as a result of the Asset Acquisition, us) in order to share profits with certain employees of Paragon and will not perform any substantive role under the Paragon Option Agreement other than to receive warrants expected to be granted to Paramora under the Paragon Option Agreement. Three of our directors are affiliated with Fairmount (Peter Harwin, Christopher Cain, Ph.D., and Julianne Bruno) and were appointed in accordance with the Acquisition Agreement. We consider Paragon, Paramora, and Fairmount to be related parties.
Recent Developments
Shelf Registration Statement, ATM Offering Program and February 2026 Public Offering
On February 10, 2026, we filed an automatically effective shelf registration statement (the “Registration Statement”) with the SEC for the issuance of Common Stock, preferred stock, warrants, debt securities, rights and units.
On February 10, 2026, we entered into the ATM Agreement, which was amended on August 10, 2026, pursuant to which we may sell, from time-to-time, shares of our Common Stock under an ATM offering program for up to $150.0 million. During the three and six months ended June 30, 2026, the Company sold an aggregate of 1,240,400 shares of common stock under the ATM offering program to a single institutional investor at a price per share of $24.16 resulting in net proceeds of $29.3 million.
On February 10, 2026, we also entered into an underwriting agreement with certain underwriters to issue and sell 16,644,737 shares of our Common Stock, which included the full exercise by the underwriters of their option to purchase an additional 2,171,052 shares, at a public offering price of $19.00 per share. The net proceeds from this offering were approximately $295.5 million, after deducting underwriting discounts and commissions and expenses of the offering. The underwritten offering closed on February 12, 2026.
We intend to use the net proceeds from this offering to advance our preclinical studies, clinical trials, and manufacturing in support of our antibody programs, as well as for additional research and development activities, working capital, and general corporate purposes. We may also use a portion of the proceeds to license, acquire or invest in new product candidates or for drug development activities related to such product candidates, complementary businesses, technology or assets.
The underwritten offering was made pursuant to the Registration Statement. A final prospectus supplement dated February 10, 2026 relating to and describing the terms of the underwritten offering was filed with the SEC on February 11, 2026.
Name Change
On March 6, 2026, we filed with the Secretary of State of the State of Delaware an amendment to our amended and restated certificate of incorporation to change the name of the Company from “Galecto, Inc.” to “Damora Therapeutics, Inc.” (the “Name Change Amendment”). The Name Change Amendment became effective at 12:01 a.m. Eastern Time on March 10, 2026.
Redomestication
22
On July 16, 2026, we changed our jurisdiction of incorporation from the State of Delaware to the Cayman Islands (the “Redomestication”) pursuant to a plan of conversion. The Redomestication became effective on July 16, 2026 and was accomplished by the filing of (i) a Certificate of Conversion with the Secretary of State of the State of Delaware and (ii) the requisite documents required under section 201 of the Companies Act (as amended) of the Cayman Islands, as well as our Cayman Islands memorandum and articles of association, with the Cayman Islands Registrar of Companies. We will continue to be treated as a U.S. corporation for all purposes under the U.S. Internal Revenue Code of 1986, as amended. For additional information, see Note 1 to our unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Business and Macroeconomic Conditions
The extent of the impact of macroeconomic events and conditions, including inflation, increasing interest rates, increasing financial market volatility and uncertainty, the impacts of geopolitical instabilities and government actions, including the ongoing military conflict in Ukraine, conflict between Israel and various other parties, conflicts in the Middle East, geopolitical tensions between China and the United States, and the implementation of tariffs, sanctions, export or import controls, and other measures that restrict international trade by the United States, China or other governments, and their potential supply chain impact, and public health pandemics on our operational and financial performance will continue to depend on certain developments, including the impact on our clinical studies, employee or industry events, and effect on our suppliers and manufacturers, all of which are uncertain and cannot be predicted. Adverse effects of these large macroeconomic conditions have been prevalent in many of the areas where we and our suppliers or third-party business partners conduct business, and as a result, we may experience disruptions in our operations. We may experience disruptions or delays due to these factors as well as delays due to labor shortages and supply chain disruptions in distribution of clinical trial materials, trial monitoring and data analysis that could materially adversely impact our business, results of operations and overall financial performance in future periods. As of the filing date of this Quarterly Report, the extent to which these macroeconomic events and conditions may impact our financial condition, results of operations or guidance is uncertain. The effect of these macroeconomic events and conditions may not be fully reflected in our results of operations and overall financial performance until future periods. See Part II, Item 1A “Risk Factors” for further discussion of the possible impact of these macroeconomic conditions on our business.
Components of Operating Results
Operating Expenses
Our operating expenses since inception have consisted primarily of research and development expenses and general and administrative costs.
Research and Development Expenses
Our research and development expenses consist primarily of costs incurred for the development of our product candidates and our drug discovery efforts, which include:
•
personnel costs, which include salaries, benefits and equity-based compensation expense;
•
expenses incurred under agreements with consultants, and third-party contract organizations that conduct research and development activities on our behalf;
•
direct and pass through costs associated with research conducted under the Paragon Option Agreement, including equity-based compensation expense from issuing warrants to Paramora;
•
costs related to sponsored research service agreements;
•
costs related to production of preclinical and clinical materials, including fees paid to contract manufacturers;
•
laboratory and vendor expenses related to the execution of preclinical studies and planned clinical trials;
•
laboratory supplies and equipment used for internal research and development activities; and
•
acquired in-process research and development programs.
We expense all research and development costs in the periods in which they are incurred, including for acquired in-process research and development. Costs for certain research and development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and third-party service providers.
23
For the three and six months ended June 30, 2026, we recognized $5.8 million and $17.8 million, respectively, of research and development expenses in connection with services provided by Paragon under the Paragon Option Agreement in our consolidated statement of operations and comprehensive loss.
We have historically met the requirements to receive a tax credit in Denmark of up to $0.8 million per year for losses resulting from research and development costs of up to approximately $3.9 million per year. The tax credit is reported as a reduction to research and development expense in the consolidated statements of operations. We recorded a tax credit of $0.4 million in the six months ended June 30, 2025. We recorded a tax credit of $0.1 million in the six months ended June 30, 2026. The credits are available the following year, in 2027 and 2026, respectively.
Our direct research and development expenses are not currently tracked on a program-by-program basis. We use our personnel and infrastructure resources across multiple research and development programs directed toward identifying and developing product candidates.
Research and development activities account for a significant portion of our operating expenses. We expect our research and development expenses will increase substantially for the foreseeable future as we continue to invest in research and development activities related to the continued development of our programs, developing any future programs, including investments in manufacturing, as we advance any program we may identify and continue to conduct clinical trials. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. Product candidates in later stages of clinical development generally incur higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. As a result, we expect that if we pursue further development and testing of our product candidates, our research and development expenses will increase as our product candidates advance into clinical development and/or later stages of clinical development.
Because of the numerous risks and uncertainties associated with product development and the current stage of development of our product candidates and programs, we cannot reasonably estimate or know the nature, timing and estimated costs necessary to complete the remainder of the development of our product candidates or programs through commercialization. We are also unable to predict if, when, or to what extent we will obtain approval and generate revenues from the commercialization and sale of our product candidates. The duration, costs and timing of preclinical studies and clinical trials and development of our product candidates will depend on a variety of factors, including:
•
the initiation, progress, timing, costs and results of preclinical studies and clinical trials for our product candidates, including DMR-001, DMR-002, DMR-003 and any our other product candidates we develop in the future;
•
data from our clinical programs that support an acceptable risk-benefit profile of our product candidates in the intended patient populations;
•
acceptance by the FDA, regulatory authorities in Europe or other regulatory agencies of regulatory filings for DMR-001, DMR-002, DMR-003 and any future product candidates;
•
maintenance of a workforce of experienced scientists and others to continue to develop our product candidates;
•
successful application for and receipt of marketing approvals from applicable regulatory authorities;
•
obtainment and maintenance of intellectual property protection and regulatory exclusivity for our product candidates;
•
arrangements with third-party manufacturers for, or establishment of, commercial manufacturing capabilities;
•
establishment of sales, marketing and distribution capabilities and successful launch of commercial sales of our products, if and when approved, whether alone or in collaboration with others;
•
acceptance of our products, if and when approved, by patients, the medical community and third-party payors;
•
effective competition with other therapies;
•
obtainment and maintenance of coverage, adequate pricing and adequate reimbursement from third-party payors, including government payors;
•
maintenance, enforcement, defense and protection of our rights in our intellectual property portfolio;
24
•
avoidance of infringement, misappropriation or other violations with respect to others’ intellectual property or proprietary rights; and
•
maintenance of a continued acceptable safety profile of our products following receipt of any marketing approvals.
We may never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our preclinical studies and clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on others. A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our current and future preclinical and clinical product candidates. For example, if the FDA or another regulatory authority were to require us to conduct clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and time on the completion of preclinical and clinical development.
Acquired In-process Research and Development Activities
Our acquired in-process research and development activities consist of payments pursuant to our business development transactions, including asset acquisitions. In-process research and development that is acquired in a transaction that does not qualify as a business combination under United States generally accepted accounting principles (“U.S. GAAP”) and that does not have an alternative future use is recorded to “Acquired in-process research and development expenses” (“AIPR&D”) in our consolidated statements of income in the period in which it is acquired. We present the cost to acquire AIPR&D within our “Cash flows from operating activities” in our consolidated statements of cash flows.
General and Administrative Expenses
Our general and administrative expenses consist primarily of personnel costs, depreciation expense and other expenses for outside professional services, including legal, human resources, audit and accounting services and facility-related fees not otherwise included in research and development expenses. Personnel costs consist of salaries, benefits and stock-based compensation expense, for our personnel in executive, finance and accounting, business operations and other administrative functions. We expect that our general and administrative expenses will increase substantially for the foreseeable future as we increase our headcount and further establish our office space to support our expected growth. We also expect to incur increased expenses as a public company, including increased costs of accounting, audit, legal, regulatory and tax related services associated with maintaining compliance with SEC requirements, additional director and officer insurance costs, and investor and public relations costs. We also expect to incur additional intellectual property-related expenses as we file patent applications to protect innovations arising from our research and development activities.
Other Income (Expense), Net
Our other income (expense), net is comprised of:
•
Interest income: The interest income earned on our cash and cash equivalents is recorded in our statements of operations
.
•
Foreign exchange: The functional currency of our subsidiaries in Denmark and Sweden is the Euro. Transactions denominated in currencies other than the Euro result in exchange gains and losses that are recorded in our consolidated statements of operations.
25
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following sets forth our results of operations for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Change
2026
2025
Amount
Percent
(in thousands)
Operating expenses
Research and development
$
25,540
$
1,465
$
24,075
1643
%
General and administrative
9,454
1,956
7,498
383
%
Total operating expenses
34,994
3,421
31,573
923
%
Loss from operations
(34,994
)
(3,421
)
(31,573
)
923
%
Other income (loss), net
4,075
(12
)
4,087
-34058
%
Loss before income tax expense
(30,919
)
(3,433
)
(27,486
)
801
%
Income tax expense
(255
)
(4
)
(251
)
6275
%
Net loss
$
(31,174
)
$
(3,437
)
$
(27,737
)
807
%
Research and Development Expenses
Research and development expenses were comprised of:
Three Months Ended June 30,
2026
2025
Change
(in thousands)
Preclinical studies and clinical trial-related activities
$
4,715
$
327
$
4,388
Amortized cost of Paramora warrant obligation
4,543
—
4,543
Chemistry, manufacturing and control
9,916
817
9,099
Personnel
2,848
76
2,772
Consultants and other costs
3,518
245
3,273
Total research and development expenses
$
25,540
$
1,465
$
24,075
Research and development expenses were $25.5 million for the three months ended June 30, 2026, compared to $1.5 million for the three months ended June 30, 2025. The increase of $24.1 million was primarily related to increased preclinical studies and clinical trial-related expenses of $4.4 million, all of which related to costs incurred by Paragon under the Paragon Option Agreement, costs related to the Paramora Warrant Obligation of $4.5 million, increased chemistry, manufacturing and control (“CMC”) activities of $9.1 million, increased personnel costs of $2.8 million (of which $1.5 million relates to stock-based compensation expense) and increased consulting related costs and other research and development costs of $3.3 million.
General and Administrative Expenses
General and administrative expenses were $9.5 million for the three months ended June 30, 2026, compared to $2.0 million for the three months ended June 30, 2025. The increase of $7.5 million was primarily related to increased personnel costs of $1.3 million, increased stock-based compensation expense of $4.5 million, increased professional fees of $0.8 million, and increased other general and administrative costs of $0.9 million.
Other Income (Expense), Net
Other income, net was $4.1 million for the three months ended June 30, 2026, compared to other expense, net of less than $0.1 million for the three months ended June 30, 2025. The increase of $4.1 million was due to increased interest income as a result of the recent financings.
Comparison of the Six Months Ended June 30, 2026 and 2025
26
The following sets forth our results of operations for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
Change
2026
2025
Amount
Percent
(in thousands)
Operating expenses
Research and development
$
49,317
$
2,143
$
47,174
2201
%
General and administrative
16,488
3,877
12,611
325
%
Total operating expenses
65,805
6,020
59,785
993
%
Loss from operations
(65,805
)
(6,020
)
(59,785
)
993
%
Other income, net
7,145
56
7,089
12659
%
Loss before income tax expense
(58,660
)
(5,964
)
(52,696
)
884
%
Income tax expense
(297
)
(6
)
(291
)
4850
%
Net loss
$
(58,957
)
$
(5,970
)
$
(52,987
)
888
%
Research and Development Expenses
Research and development expenses were comprised of:
Six Months Ended June 30,
2026
2025
Change
(in thousands)
Preclinical studies and clinical trial-related activities
$
8,371
$
467
$
7,904
Amortized cost of Paramora warrant obligation
9,527
—
9,527
Chemistry, manufacturing and control
19,771
1,013
18,758
Personnel
4,958
149
4,809
Consultants and other costs
6,690
514
6,176
Total research and development expenses
$
49,317
$
2,143
$
47,174
Research and development expenses were $49.3 million for the six months ended June 30, 2026, compared to $2.1 million for the six months ended June 30, 2025. The increase of $47.2 million was primarily related to increased preclinical studies and clinical trial-related expenses of $7.9 million, all of which related to costs incurred by Paragon under the Paragon Option Agreement, costs related to the Paramora Warrant Obligation of $9.5 million, increased chemistry, manufacturing and control (“CMC”) activities of $18.8 million, increased personnel costs of $4.8 million (of which $2.8 million relates to stock-based compensation expense) and increased consulting related costs and other research and development costs of $6.2 million.
General and Administrative Expenses
General and administrative expenses were $16.5 million for the six months ended June 30, 2026, compared to $3.9 million for the six months ended June 30, 2025. The increase of $12.6 million was primarily related to increased personnel costs of $3.0 million, increased stock-based compensation costs of $6.1 million, increased professional fees of $2.4 million, and increased other general and administrative costs of $1.1 million.
Other Income (Expense), Net
Other income, net was $7.1 million for the six months ended June 30, 2026, compared to $0.1 million for the six months ended June 30, 2025. The increase of $7.0 million was due to increased interest income as a result of the recent financings.
27
Liquidity and Capital Resources
Sources of Liquidity
Our operations to date have been financed primarily through our initial public offering, the sale and issuance of Common Stock and preferred shares and, prior to becoming a public company, convertible notes. During the six months ended June 30, 2026, we entered into an underwriting agreement in February 2026 with certain underwriters to issue and sell 16,644,737 shares of our Common Stock, which included the full exercise by the underwriters of their option to purchase an additional 2,171,052 shares, at a public offering price of $19.00 per share. The net proceeds from this offering were approximately $295.5 million, after deducting underwriting discounts and commissions and expenses of the offering. In February 2026, we entered into the ATM Agreement, which was amended on August 10, 2026, pursuant to which we may sell, from time-to-time, Ordinary Shares (formerly Common Stock) under an ATM offering program for up to $150.0 million. As of June 30, 2026, we sold an aggregate of 1,240,400 shares of our Common Stock under the ATM offering program to a single institutional investor at a price per share of $24.16 resulting in net proceeds of $29.3 million.
Since inception, we have had significant operating losses. Our net losses were $31.2 million and $3.4 million for the three months ended June 30, 2026 and 2025, respectively, and $59.0 million and $6.0 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $546.3 million and $540.5 million in cash and cash equivalents. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Six Months Ended
June 30,
2026
2025
(in thousands)
Net cash used in operating activities
$
(42,465
)
$
(4,676
)
Net cash provided by financing activities
325,426
—
Net increase (decrease) in cash and cash equivalents
$
282,961
$
(4,676
)
Net Cash Used in Operating Activities
Cash used in operating activities of $42.5 million during the six months ended June 30, 2026 was attributable to our net loss of $59.0 million, a net decrease of $7.1 million in our working capital, and a net increase in non-cash items of $9.3 million principally with respect to non-cash stock-based compensation.
Cash used in operating activities of $4.7 million during the six months ended June 30, 2025 was attributable to our net loss of $6.0 million, offset by a net increase in non-cash items of $0.4 million of non-cash stock-based compensation and a net decrease of $0.1 million in our working capital.
Net Cash Provided by Financing Activities
Cash provided by financing activities of $325.4 million for the six months ended June 30, 2026 was primarily attributable to entering into an underwriting agreement in February 2026 with certain underwriters to issue and sell 16,644,737 shares of our Common Stock, which included the full exercise by the underwriters of their option to purchase an additional 2,171,052 shares, at a public offering price of $19.00 per share. The net proceeds from this offering were approximately $295.5 million, after deducting underwriting discounts and commissions and expenses of the offering.
We had no financing activities for the six months ended June 30, 2025.
28
Funding Requirements
Since inception, we have not generated any revenue from product sales. We do not expect to generate any meaningful product revenue unless and until we obtain regulatory approval of and commercialize DMR-001, DMR-002, DMR-003 or any future product candidates, and we do not know when, or if, that will occur. Until we can generate significant revenue from product sales, if ever, we will continue to require substantial additional capital to develop DMR-001, DMR-002, DMR-003 or any future product candidates and fund operations for the foreseeable future. We expect our expenses to increase in connection with our ongoing activities. We are subject to all the risks involved in the development of new biopharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may harm our business. We expect to incur significant costs as we implement our development plans for DMR-001, DMR-002 and DMR-003 and we will need to obtain substantial additional funding to finance our continuing operations.
In order to complete the development of DMR-001, DMR-002, DMR-003 or any future product candidates and to build the sales, marketing and distribution infrastructure that we believe will be necessary to commercialize product candidates, if approved, we will require substantial additional capital. Accordingly, until such time that we can generate a sufficient amount of revenue from product sales or other sources, if ever, we expect to seek to raise any necessary additional capital through private or public equity or debt financings, loans or other capital sources, which could include income from collaborations, partnerships or other marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. To the extent that we raise additional capital through equity financings, such as our ATM offering program, or convertible debt securities, the ownership interest of our shareholders will be or could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our holders of Ordinary Shares. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, including restricting our operations and limiting our ability to incur liens, issue additional debt, pay dividends, repurchase our Ordinary Shares, make certain investments or engage in merger, consolidation, licensing, or asset sale transactions. If we raise capital through collaborations, partnerships, and other similar arrangements with third parties, we may be required to grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. We may be unable to raise additional capital from these sources on favorable terms, or at all. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from bank failures, other general macroeconomic conditions and otherwise. Our failure to obtain sufficient capital on acceptable terms when needed could have a material adverse effect on our business, results of operations or financial condition, including requiring us to seek other alternatives which may include, among others, a delay or termination of our clinical trials or the development of our product candidates, temporary or permanent curtailment of our operations, a sale of our assets, or other alternatives with strategic or financial partners. We cannot provide assurance that we will ever generate positive cash flow from operating activities.
Our primary uses of capital are, and we expect will continue to be, costs related to third-party research, manufacturing and development services; laboratory expenses and costs for related supplies; clinical costs; compensation-related expenses; legal and other regulatory expenses; costs to operate as a public company; and general overhead costs.
Based on current estimates of our expenses going forward, we believe that our existing cash and cash equivalents of $540.5 million as of June 30, 2026 will be sufficient to fund our operations into the second half of 2029. We have based these estimates on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures of assets and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, and the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
29
Research and Development Costs
We incur expenses associated with the development of our product candidates to conduct preclinical studies and clinical trials. Accounting for clinical trials relating to activities performed by clinical research organizations (“CROs”), contract manufacturing organizations (“CMOs”) and other external vendors requires management to exercise estimates in regard to the timing and accounting for these expenses. We estimate costs of research and development activities conducted by service providers, which include the conduct of sponsored research, preclinical studies and contract manufacturing activities. The diverse nature of services being provided under CRO and other arrangements, the different compensation arrangements that exist for each type of service and the lack of timely information related to certain clinical activities complicates the estimation of accruals for services rendered by CROs, CMOs and other vendors in connection with preclinical studies and clinical trials. We record the estimated costs of research and development activities based upon the estimated amount of services provided by the CRO, CMOs and other vendors but not yet invoiced and include these costs in the accrued and other current liabilities or prepaid expenses on the balance sheets and within research and development expense on the consolidated statements of operations. In estimating the duration of a clinical study, we evaluate the start-up, treatment and wrap-up periods, compensation arrangements and services received attributable to each clinical trial and fluctuations are regularly tested against payment plans and trial completion assumptions.
We estimate these costs based on factors such as estimates of the work completed and budget provided, and in accordance with agreements established with our collaboration partners and third-party service providers. We make estimates in determining the accrued liabilities and prepaid expense balances in each reporting period. As actual costs become known, we adjust our accrued liabilities or prepaid expenses. We have not experienced any material differences between accrued costs and actual costs incurred since our inception.
Our expenses related to clinical trials are based on estimates of patient enrollment and related expenses at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that may be used to conduct and manage clinical trials on our behalf. We generally accrue expenses related to clinical trials based on contracted amounts applied to the level of patient enrollment and activity. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, we modify our estimates of accrued expenses accordingly on a prospective basis.
Stock-based Compensation
We have issued stock-based compensation awards through the granting of stock awards, which generally vest over a four-year period. We account for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation (“ASC 718”). In accordance with ASC 718, compensation cost is measured at estimated fair value and is recognized as compensation expense over the vesting period during which service is provided in exchange for the award.
We use a Black-Scholes option pricing model to determine fair value of our stock options. The Black-Scholes option pricing model includes various assumptions, including the fair value of common shares, expected life of stock options, the expected volatility based on the historical volatility of a publicly traded set of peer companies and the expected risk-free interest rate. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside our control. As a result, if other assumptions had been used, stock-based compensation cost could have been materially impacted. Furthermore, if we use different assumptions for future grants, share-based compensation cost could be materially impacted in future periods.
The fair value of our awards in the three months ended June 30, 2026 has been estimated using Black-Scholes based on the following assumptions: term of 6.1 years; volatility of 84.1%; risk-free rate of 4.0%; and no expectation of dividends. The fair value of our awards in the three months ended June 30, 2025 has been estimated using Black-Scholes based on the following assumptions: term of 5.9 years; volatility of 95.9%; risk-free rate of 4.4%; and no expectation of dividends.
We will continue to use judgment in evaluating the assumptions utilized for our equity-based compensation expense calculations on a prospective basis. In addition to the assumptions used in the Black-Scholes model, the amount of equity-based compensation expense we recognize in our consolidated financial statements includes stock option forfeitures as they occurred. We recognize forfeitures as they occur, and the compensation expense is reversed in the period that the forfeiture occurs.
30
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted statutory tax rates expected to apply to taxable income in the jurisdictions and years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Based on the level of historical operating results and projections for the taxable income for the future, we have determined that it is more likely than not that our net deferred tax assets will not be realized. Accordingly, we have recorded a full valuation allowance to reduce our deferred tax assets.
We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. We have not recorded any uncertain tax positions as of June 30, 2026 or December 31, 2025. We do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. In the event we are assessed interest or penalties at some point in the future, they will be classified in the consolidated financial statements as a component of income tax expense. We have not incurred any interest or penalties.
We operate in multiple jurisdictions, both within and outside the United States, and may be subject to audits from various tax authorities. Management’s judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, liabilities for uncertain tax positions, and any valuation allowance recorded against our net deferred tax assets. We will monitor the extent to which our deferred tax assets may be realized and adjust the valuation allowance accordingly.
Recently Adopted Accounting Pronouncements
Refer to Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements for the three and six months ended June 30, 2026 and 2025 for a discussion of recent accounting pronouncements.
Contractual Obligations
We enter into contracts in the normal course of business with third-party service providers for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice, and therefore, we believe that our non-cancelable obligations under these agreements are not material and we cannot reasonably estimate the timing of if and when they will occur. Refer to Note 3, “Related Party Transactions,” in the accompanying notes to our consolidated financial statements for the three and six months ended June 30, 2026 and 2025 for a discussion of our obligations under the Paragon Option Agreement. We could also enter into additional research, manufacturing, supplier and other agreements in the future, which may require up-front payments and even long-term commitments of cash.
Smaller Reporting Company Status
We are a “smaller reporting company,” meaning that the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. As a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and smaller reporting companies have reduced disclosure obligations regarding executive compensation.
31
Item 3. Quantitative and Qualit
ative Disclosures About Market Risk.
We are a smaller reporting company as defined by Item 305(e) of Regulation S-K and are not required to provide the information otherwise required under this item.
Effects of Inflation
Our assets are primarily monetary, consisting of cash and cash equivalents. Because of their liquidity, these assets are not directly affected by inflation. Since we intend to retain and continue to use our equipment, furniture, fixtures and office equipment, computer hardware and software and leasehold improvements, we believe that the incremental inflation related to replacement costs of such items will not materially affect our operations. However, the rate of inflation affects our expense and use of our resources. We continue to monitor the impact of inflation on these costs in order to minimize its effects through productivity improvements and cost reductions. There can be no assurance, however, that our operating results will not be affected by inflation in the future.
Item 4. Contro
ls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our periodic and current reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Inherent Limitations of Internal Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
32
33
PA
RT II - OTHER INFORMATION
Item 1. L
egal Proceedings.
We are not party to any material legal matters or claims. In the future, we may become party to legal matters and claims arising in the ordinary course of business. We cannot predict the outcome of any such legal matters or claims, and despite the potential outcomes, the existence thereof may have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A.
Risk Factors.
The following summarizes the principal factors that make an investment in the Company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business. Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future. The occurrence of any of these risks, could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this Quarterly Report and those we may make from time to time. You should consider all of the risk factors described in our public filings when evaluating our business.
Risk Factor Summary
Risks Related to Our Limited Operating History, Financial Position and Capital Requirements
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There is no guarantee that our acquisition of Pre-Acquisition Damora in November 2025 will increase shareholder value.
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We are a preclinical stage biotechnology company with a limited operating history on which to assess our business; we have no products that have been administered to humans or approved for commercial sale, which may make it difficult to evaluate our current business and likelihood of success and viability.
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We will require substantial additional capital to finance our operations in the future. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research programs or future commercialization efforts.
Risks Related to Our Discovery, Development and Commercialization
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We face competition from entities that have developed or may develop product candidates for the diseases addressed by our product candidates.
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Our programs are in the preclinical stages of development and may fail in development or suffer delays that materially and adversely affect our viability. If we or our current or future collaborators are unable to complete development of or commercialize our product candidates, or experience significant delays in doing so, our business will be materially harmed.
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We are substantially dependent on the success of DMR-001, and our anticipated future clinical trials of such product candidate may not be successful.
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If we do not achieve our projected development objectives in the time frames we announce and expect, the commercialization of our product candidates may be delayed which may harm our reputation and prospects, increase our expenses and cause our stock price to decline.
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Preclinical and clinical development involves a lengthy and expensive process that is subject to delays and with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results. If our preclinical studies and clinical trials are not sufficient to support regulatory approval of any of our product candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate.
Risks Related to Our Reliance on Third Parties
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We rely on collaborations and licensing arrangements with third parties, including Paragon. If we are unable to maintain these collaborations or licensing arrangements, or if these collaborations or licensing arrangements are not successful, our business could be negatively impacted.
Risks Related to Our Business and Operations
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In order to successfully implement our plans and strategies, we will need to grow the size of our organization and we may experience difficulties in managing this growth.
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We are highly dependent on our key personnel and anticipate hiring new key personnel. If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
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Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.
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Our internal information technology systems, or those of any of our CROs, manufacturers, other contractors or consultants, third-party service providers, or existing or future collaborators, may fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary or confidential data, employee data or personal data, which could result in additional costs, loss of revenue, significant liabilities, harm to our brand and material disruption of our operations.
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We are subject to stringent and changing laws, regulations and standards, and contractual obligations relating to privacy, data protection, and data security. The actual or perceived failure to comply with such obligations could lead to government enforcement actions (which could include civil or criminal penalties), fines and sanctions, private litigation and/or adverse publicity and could negatively affect our operating results and business.
Risks Related to Our Intellectual Property
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Our intellectual property portfolio is at an early stage. Therefore, our ability to obtain and protect our patent rights, and protect other proprietary rights, is uncertain, exposing us to the possible loss of competitive advantage.
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If we are unable to obtain or maintain necessary rights to our programs through acquisitions and in-licenses, our business may be materially harmed.
Risks Related to Government Regulation
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The regulatory approval processes of the U.S. Food and Drug Administration (the “FDA”) and other comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable. If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals for our product candidates, we will not be able to commercialize, or will be delayed in commercializing, our product candidates, and our ability to generate revenue will be materially impaired.
Risks Related to the Ownership of Our Ordinary Shares
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The market price of our Ordinary Shares has been and is expected to continue to be volatile.
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If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
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Conflicts of interest may arise between us and Paragon or us and Fairmount.
General Risk Factors
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Our business could be adversely affected by economic downturns, inflation, fluctuating interest rates, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which could have a material and adverse effect on our results of operations and financial condition.
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Litigation costs and the outcome of litigation could have a material adverse effect on our business.
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Risks Related to Our Limited Operating History, Financial Position and Capital Requirements
There is no guarantee that our acquisition of Pre-Acquisition Damora will increase shareholder value.
In November 2025, we acquired Pre-Acquisition Damora. We cannot guarantee that implementing the Asset Acquisition and related transactions will not impair shareholder value or otherwise adversely affect our business. The Asset Acquisition poses significant integration challenges between our businesses which could result in management and business disruptions, any of which could harm our results of operation, business prospects, and impair the value of the Asset Acquisition to our shareholders.
We are a preclinical stage biotechnology company with a limited operating history on which to assess our business; we have no products that have been administered to humans or approved for commercial sale, which may make it difficult to evaluate our current business and likelihood of success and viability.
We are a preclinical stage biotechnology company with limited operating history. Since our inception, we have incurred operating losses with no corresponding revenue and have utilized substantially all of our resources to identify, license and develop our product candidates, organize and staff our company and provide other general and administrative support for our operations. We have limited experience as a company in initiating, conducting and completing preclinical studies and clinical trials. In part because of this lack of experience, we cannot be certain that our preclinical studies or clinical trials will begin or be completed on time, if at all. In addition, we have not yet demonstrated an ability to obtain regulatory approvals, manufacture a commercial-scale product or arrange for a third party to do so on our behalf, or conduct sales, marketing and distribution activities necessary for successful product commercialization. Consequently, any predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history.
In addition, as our business grows, we may encounter unforeseen expenses, restrictions, difficulties, complications, delays and other known and unknown factors. We will need to transition at some point from a company with an early research and development focus to a company capable of supporting larger scale clinical trials and eventually commercial activities. We may not be successful in such a transition.
We will require substantial additional capital to finance our operations in the future. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research programs or future commercialization efforts.
Developing biotechnology products is a long, time-consuming, expensive and uncertain process that takes years to complete. We expect our expenses to increase in connection with our ongoing activities, particularly as we conduct preclinical studies and clinical trials of, and seek regulatory approval for our product candidates, advance discovery efforts with respect to our research and research programs, and advance any future programs and product candidates that we may develop or license. Even if one or more of the programs that we develop is approved for commercial sale, we anticipate incurring significant costs associated with sales, marketing, manufacturing and distribution activities to launch any such product. Our expenses could increase beyond expectations if we are required by the FDA or other regulatory agencies to perform preclinical studies or clinical trials in addition to or more expansive than those that we currently anticipate. Because the design and outcome of our planned and anticipated clinical trials are highly uncertain, we cannot reasonably estimate the actual amount of funding that will be necessary to successfully complete the development and commercialization of any program we develop. Our future capital requirements depend on many factors, including but not limited to:
• the scope, design, progress, results and costs of discovery, preclinical and clinical development for our product candidates;
• the cost and timing of completion of clinical and commercial-scale manufacturing activities;
• the costs and timing of preparing, filing and prosecuting patent applications, maintaining, defending and enforcing our intellectual property and proprietary rights, and defending intellectual property-related claims, including claims of infringement, misappropriation or other violations of third-party intellectual property;
• the costs, timing and outcome of the regulatory review of our product candidates and obtaining the requisite regulatory approvals;
• the costs of our future commercialization activities, either on our own or in collaboration with others, including product sales, marketing, manufacturing, and distribution for any product candidate for which we receive regulatory approval;
• the revenue, if any, received from commercial sales of product candidates for which we receive regulatory approval;
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• the success of our current or future collaborations, including our collaboration with Paragon pursuant to the Paragon Option Agreement and any future license agreements we enter into with Paragon;
• our ability to establish and maintain additional collaborations on favorable terms, if at all;
• the extent to which we acquire or in-license products, intellectual property and technologies;
• the costs of operational, financial and management information systems and associated personnel; and
• the costs of operating as a public company.
As a result, we will require substantial additional funding to continue our operations. As of June 30, 2026, we had $540.5 million of cash and cash equivalents. We expect that our existing cash and cash equivalents will be sufficient to fund our operations into the second half of 2029. We will still need to raise additional capital to continue to fund our operations in the future. If we are unable to raise additional capital when needed, that could raise substantial doubt about our ability to continue as a going concern.
We may be required to seek additional funds sooner than planned through public or private equity offerings, debt financings, collaborations and licensing arrangements or other sources, and adequate additional financing may not be available to us on acceptable terms, or at all. Such financing may dilute our shareholders or the failure to obtain such financing may restrict our operating activities. Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our business. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our shareholders will be diluted, and the terms may include liquidation or other preferences and anti-dilution protections that adversely affect the rights of our shareholders. Debt financing may result in the imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect our business. If we raise additional funds through upfront payments or milestone payments pursuant to current or future collaborations with third parties, we may have to relinquish valuable rights to our product candidates, or grant licenses on terms that are not favorable to us. Our abil