0001193125-26-130490 | 10-K | XBRL Viewer

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Stock-Based Compensation - Summary of Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Outstanding at beginning (in shares)	320,090	273,393
Granted (in shares)	130,014	69,009
Exercised (in shares)	0	(6,284)
Cancelled and forfeited (in shares)	0	(16,028)
Outstanding at end (in shares)	450,104	320,090
Outstanding at beginning (in dollars per share)	$ 86.06	$ 94.64
Granted (in dollars per share)	11.2	51.48
Exercised (in dollars per share)	0	24.83
Cancelled and forfeited (in dollars per share)	0	106.99
Outstanding at end (in dollars per share)	$ 64.44	$ 86.06

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (26,262)	$ (41,843)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating activities:
Net loss	$ (26,262)	$ (41,843)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	266	389
Stock-based compensation expense	3,118	5,303
Noncash lease expense	1,103	1,309
Noncash interest and other expense, net	85	202
Changes in operating assets and liabilities:
Prepaid expenses and other assets	615	(110)
Accounts payable	(1,412)	1,605
Accrued expenses and other liabilities	(3,404)	1,273
Interest payable	(59)	(54)
Operating lease liabilities	(870)	(1,101)
Cash used in operating activities	(26,820)	(33,027)
Investing activities:
Purchase of property and equipment	0	(435)
Cash used in investing activities	0	(435)
Financing activities:
Proceeds from the issuance of common stock, net of issuance costs	6,045	28,591
Proceeds from the issuance of pre-funded warrants, net of issuance costs	3,309	0
Proceeds from the issuance of common stock warrants, net of issuance costs	1,284	0
Repayment of loan	(6,426)	(4,398)
Proceeds from the issuance of common stock under equity plan awards	47	307
Cash provided by financing activities	4,259	24,500
Net increase in cash and cash equivalents	(22,561)	(8,962)
Cash, cash equivalents and restricted cash at beginning of period	30,711	39,673
Cash, cash equivalents and restricted cash at end of period	8,150	30,711
Supplemental disclosure of cash flow information:
Cash paid for interest	192	1,177
Cash paid for business taxes	43	54
Non-cash investing activities:
Property and equipment in accounts payable	$ 0	$ 0

Stock-Based Compensation - Summary of Information About Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	450,104	320,090	273,393
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	7 years 8 months 15 days
Outstanding (in dollars per share)	$ 64.44	$ 86.06	$ 94.64
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	450,104
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	7 years 8 months 15 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 64.44
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	441,792
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	7 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 64.51
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The accompanying Consolidated Financial Statements have been prepared in accordance with US generally accepted accounting principles ("GAAP") and necessarily include amounts based on estimates and assumptions by management.

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, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Segment Information—The Company operates and manages its business as one reportable and operating segment, which is the business of discovery and development of small molecule drugs to treat cancers. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. For additional segment information, see Note 12, Segment Reporting.

Risks and Uncertainties—The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on single-source vendors, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. 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 or maintained, 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 revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

Concentration of Credit Risk—Financial instruments, which potentially subject the Company to concentration of risk, consist principally of cash and money market fund. All of the Company’s cash and money market fund are deposited in accounts with a major financial institution in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. The Company has no

off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.

Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisitions to be cash equivalents. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents consisted of bank deposits and money market funds.

Leases—The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset.

The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term.

The right-of-use (“ROU”) asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Property and Equipment—Property and equipment is recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Upon disposal of an asset, the related cost and accumulated depreciation are removed from the asset accounts and any resulting gain or loss is included in the consolidated statements of operations. Repair and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. The estimated useful lives of the Company’s respective assets are as follows:


Computer equipment and software	3 years
Furniture and fixtures	7 years
Laboratory equipment	5 years
Leasehold improvements	Shorter of the useful life of the asset or the life of the lease

Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment if events or circumstances indicate the carrying amount of these assets may not be recoverable. If this review indicates that these assets will not be recoverable, based on the forecasted undiscounted future operating cash flows expected to result from the use of long-lived assets and their eventual disposition, the Company’s carrying value of the long-lived assets is reduced to fair value based on a discounted future cash flow approach or quoted market values.

Research and Development Expenses and Accrued Research and Development—Research and development expenses are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses including stock-based compensation, laboratory supplies, consulting costs, external contract research and development expenses and facility or lease expenses. In-licensing fees and other costs to acquire technologies that are utilized in research and development, and that are not expected to have alternative future use, are expensed when incurred. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed.

The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the

Company’s behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers, the Company’s estimates of accrued expenses and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The estimates are trued up to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.

Patent Costs—Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These patent-related legal costs are reported as a component of general and administrative expenses.

General and Administrative Expenses—General and administrative costs are expensed as incurred and include employee-related expenses including salaries, benefits, travel and stock-based compensation for the Company’s personnel in executive, finance and accounting, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and patent costs.

Fair Value Measurements—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of the Company’s financial instruments approximate fair value due to their short-term maturities.

Stock-Based Compensation Expense—The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based payments made to employees, directors and non-employees based on estimated grant-date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period.

The Company estimates the fair value of stock options to employees, directors and non-employees using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return, and the fair value of the underlying common stock on the date of grant. Due to the lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the life science industry. The Company uses the simplified method to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur.

Net Loss per Share Attributable to Common Stockholders—The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities.

Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares.

Income Taxes—The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period when such determination is made. As of December 31, 2025 and 2024, the Company has recorded a full valuation allowance on its deferred tax assets.

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

Recently Adopted Accounting Standards—In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose specific tax rate reconciliation categories, as well as income taxes paid disaggregated by jurisdiction, amongst other disclosure enhancements. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted the ASU retrospectively for the period ending December 31, 2025, and it affects only our disclosures and does not impact our results of operations or financial condition.

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

13. SUBSEQUENT EVENTS

Acquisition of Erigen Assets

On November 19, 2025, the Company executed an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Erigen LLC, a Delaware limited liability company (“Erigen”), and Factor Bioscience Inc., a Delaware corporation (together with Erigen, “Sellers”), pursuant to which Sellers agreed to sell and transfer to the Company all right, title and interest of Sellers in and to all

of the assets primarily related to (a) the autologous BCMA/CD19 dual-targeting CAR T-cell therapy known as ERI-2003, (b) the autologous CD70/CD70 dual-targeting CAR T-cell therapy known as ERI-2206, (c) the allogeneic BCMA/CD19 dual-targeting CAR T-cell therapy with a gene edit in the TRAC locus that inactivates the T cell receptor known as ERI-3003, and (d) the allogeneic CD70/CD70 dual-targeting CAR T-cell therapy with a gene edit in the TRAC locus that inactivates the T cell receptor known as ERI-3206 (collectively referred to herein as the “Erigen Assets”), in exchange for an aggregate purchase price of 8,268,495 shares of the Company’s common stock to be issued to Erigen on behalf of both Sellers.

On February 3, 2026, the Company completed the acquisition of the Erigen Assets (the “Erigen Closing”) under the Asset Purchase Agreement (the “Asset Acquisition”) and issued to Erigen 8,268,495 shares of the Company’s common stock. Based on an assumed common stock price of approximately $2.41 per share, the aggregate consideration related to the Asset Acquisition is approximately $19.9 million. The Company incurred approximately $6.7 million of transaction costs in connection with the Asset Acquisition.

The Company expects to account for the Asset Acquisition as an asset acquisition. Transaction costs are expected to be capitalized as part of the total cost of the Asset Acquisition. The Company is in the process of evaluating the assets acquired and any liabilities assumed and has not finalized the allocation of the consideration. Accordingly, the Company cannot reasonably estimate the financial statement impact of the transaction as of the date these consolidated financial statements were issued.

Pursuant to the Asset Purchase Agreement, Factor has made a funding commitment (the “Funding Commitment”) to provide the Company with financial support for at least 18 months following the Erigen Closing, up to a maximum amount of $20.0 million that is inclusive of any amounts raised and received by us after the date of the Asset Purchase Agreement, on the terms and subject to the conditions and other provisions of a funding commitment letter contemplated by and entered into concurrently with the Asset Purchase Agreement.

Warrant Dividend

On January 20, 2026, the Company’s Board of Directors declared a record date of January 30, 2026 (the “Record Date”), for the distribution of a dividend (the “Warrant Dividend”) in the form of a warrant to purchase a share of the Company’s common stock (collectively, the “Warrants”) for each share of common stock outstanding on the Record Date at an exercise price of $18.48 per share. The Warrants were issued on the terms and conditions described in the Warrant Agreement, dated February 3, 2026, between the Company, Computershare Inc., and its affiliate, Computershare Trust Company, N.A., as Warrant Agent, on February 3, 2026. In addition, on February 3, 2026, certain warrants that were outstanding on the Record Date also received Warrants on a one-for-one basis, pursuant to the terms of such warrants (together with the Warrant Dividend, the “Warrant Distribution”). In the aggregate, 6,784,989 Warrants were issued pursuant to the Warrant Distribution.

Equity Plan Amendment

On January 27, 2026, the Company’s stockholders approved Amendment No. 1 to the 2023 Plan to increase the number of shares of the Company’s common stock issuable under such plan by 1,410,000 shares.

Rights Plan Approval

On January 27, 2026, the Company’s stockholders approved the Company’s Rights Agreement. Such stockholder approval extended the final expiration date of the Rights Agreement until October 10, 2026, unless the rights thereunder are earlier redeemed or exchanged by the Company. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

Employment Agreements

In connection with his appointment as President and Chief Executive Officer of the Company, effective February 3, 2026, the Company entered into an employment agreement with Matthew Angel (the “Angel Employment Agreement”). Pursuant to the

Angel Employment Agreement, Dr. Angel is entitled to receive an annual base salary of $650,000 and will be eligible to receive an annual bonus equal to 50% of his base salary, as determined by the Board in its sole discretion. In addition, on February 3, 2026, Dr. Angel received an option to purchase 269,621 shares of common stock, with an exercise price per share equal to the fair market value on the grant date (the “Option”). The Option vests over a four-year period, with one quarter (1/4) of the shares subject to the Option vesting on the first anniversary of the grant date, and the remaining shares vesting equally over the following 36 months of continuous service.

On February 3, 2026, the Company entered into an employment agreement with Nicholas Maestas (the “Maestas Employment Agreement”), pursuant to which Mr. Maestas is entitled to receive compensation consistent with his previously filed employment agreement.

Private Placement

On March 20, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with (a) two institutional investors (the “Institutional Investors”) and (b) Factor Bioscience Inc. (together with the Institutional Investors, each, an “Investor” and, together, the “Investors”), pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) an aggregate of 462,964 shares (the “Shares”) of the Company’s common stock, and, in lieu of common stock, pre-funded warrants to purchase up to 462,963 shares of common stock (the “2026 Pre-Funded Warrants”), in each case accompanied by (i) Series A warrants to purchase up to 925,927 shares of common stock (the “Series A Warrants”) and (ii) Series B warrants to purchase up to 925,927 shares of common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”). The Shares and the Common Warrants are immediately separable and were issued separately. The combined purchase price per Share and accompanying Common Warrants was $2.16 and the combined purchase price per Pre-Funded Warrant and accompanying Common Warrants was $2.159. The gross proceeds to us from the Private Placement were approximately $2.0 million (excluding up to approximately $4.0 million of aggregate gross proceeds that may be received in the future upon the cash exercise of the Common Warrants), before deducting placement agent fees and other offering expenses payable by the Company.

Pursuant to the Purchase Agreement, the Company agreed to seek approval from our stockholders for the issuance of the shares issuable upon exercise of the Common Warrants within 90 days following the date of the Purchase Agreement (the “Stockholder Approval”). The Series A Warrants will become exercisable on the effective date of the Stockholder Approval (the “Stockholder Approval Date”) and have a term of five years from the later of the Stockholder Approval Date and the Effectiveness Date (as defined below). The Series B Warrants will become exercisable on the Stockholder Approval Date and have a term of twenty-four months from the later of the Stockholder Approval Date and the Effectiveness Date. The Common Warrants have an exercise price of $2.16 per share. The Pre-Funded Warrants are exercisable immediately following the closing date of the Private Placement have an exercise price of $0.001 per share and may be exercised at any time until exercised in full. In addition, pursuant to the Purchase Agreement, the Company agreed not to sell any shares of the Company’s common stock or any securities convertible into or exercisable or exchangeable into shares of common stock, subject to certain customary exceptions, for a period of thirty (30) days after the Effectiveness Date.

In connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to file registration statements under the Securities Act with the SEC covering the resale of the Shares to be issued in the Private Placement and the shares of the Company’s common stock underlying the Common Warrants and Pre-Funded Warrants no later than 15 calendar days following the date of the Purchase Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Purchase Agreement, and in any event no later than 75 calendar days following the date of the Purchase Agreement in the event of a “full review” by the SEC (the “Effectiveness Date”).

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Rental Payments under Operating Leases with Noncancelable Terms

As of December 31, 2025, future minimum annual lease payments under the Company’s operating lease liabilities were as follows:


	Total Commitment
Year Ending	(in thousands)
2026		1,926
2027		1,994
2028		2,064
2029		2,136
2030		2,210
Total minimum lease payments		10,330
Less: imputed interest		(2,189	)
Present value of operating lease obligations		8,141
Less: current portion		(1,192	)
Noncurrent operating lease obligations	$	6,949

Commitments and Contingencies - Future Minimum Rental Payments under Operating Leases with Noncancelable Terms (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Loss Contingencies [Line Items]
Less: current portion	$ (1,192)	$ (869)
Noncurrent operating lease obligations	6,949	8,142
Brisbane, California
Loss Contingencies [Line Items]
2026	1,926
2027	1,994
2028	2,064
2029	2,136
2030	2,210
Total minimum lease payments	10,330
Less: imputed interest	(2,189)
Present value of operating lease obligations	8,141	$ 9,011
Less: current portion	(1,192)
Noncurrent operating lease obligations	$ 6,949

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2025 Segment
Accounting Policies [Abstract]
Number of reportable segments	1
Number of operating segments	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	srt:ChiefExecutiveOfficerMember

Balance Sheet Items - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 266	$ 389

Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 7,707	$ 30,268
Total	7,707	30,268
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	7,707	30,268
Total	7,707	30,268
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0	0
Total	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0	0
Total	$ 0	$ 0

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details)	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Leasehold improvements
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	7 years
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

For the years ended December 31, 2025 and 2024, income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21% to pre-tax loss as follows (in thousands):


	Year Ended December 31,
	2025					2024
U.S. federal provision (benefit)
At statutory rate	$	(5,514	)	21.0	%	$	(8,786	)	21.0	%
Change in valuation allowance		5,105		-19.4	%		9,199		-22.0	%
Nontaxable or Nondeductible Items
Stock-based compensation		343		-1.3	%		709		-1.7	%
Transaction costs		454		-1.7	%		—		0.0	%
Nontaxable or nondeductible items		90		-0.4	%		14		0.0	%
Tax credits
Research and development credit		(478	)	1.8	%		(1,136	)	2.7	%
Total	$	—		0.0	%	$	—		0.0	%

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets at December 31, 2025 and 2024 are shown below.


	2025			2024
Deferred tax assets:
Net operating losses	$	152,074		$	143,896
Research and development tax credits		21,198			20,513
Amortization		489			603
Lease liability		2,354			2,625
Stock based compensation		1,583			1,167
Other		98			491
Capitalized R&D		7,901			10,041
Total gross deferred tax assets		185,697			179,336
Less: valuation allowance		(183,498	)		(176,799	)
Total deferred tax assets		2,199			2,537
Deferred tax liability:
Right-of-use assets		(2,180	)		(2,518	)
Fixed assets		(19	)		(19	)
Total gross deferred tax liabilities		(2,199	)		(2,537	)
Net deferred tax assets	$	—		$	—

Schedule of Reconciliation of the Total Change in the Valuation Allowance

The following table presents a reconciliation of the total change in the valuation allowance (in thousands):



	Year Ended December 31,
	2025		2024
Beginning Balance		176,799		164,643
Change related to continuing operations		6,699		12,156
Ending Balance	$	183,498	$	176,799

Schedule of Unrecognized Tax Benefits Roll Forward

The Company has the following activity relating to unrecognized tax benefits as of December 31, 2025 and 2024:


	2025		2024
Beginning balance	$	5,239	$	4,923
Gross increase - tax position in current period		167		316
Ending balance	$	5,406	$	5,239

Balance Sheet Items - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued other liabilities	$ 627	$ 1,335
Accrued clinical trial liability	310	1,391
Total	$ 937	$ 2,726

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Jan. 27, 2026	Jan. 01, 2026	Jun. 15, 2023	Jun. 17, 2022	Dec. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Jun. 21, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent						110.00%
Share-based compensation arrangement by share-based payment award, award vesting period						4 years
Share-based compensation arrangement by share-based payment award, expiration period						10 years
Granted (in shares)						130,014	69,009
Granted (in dollars per share)						$ 11.2	$ 51.48
Share-based compensation arrangement by share-based payment award, fair value of stock options vested						$ 2,576	$ 5,303
Accelarated vesting of stock options						266,108
Share based compensation, modified stock options					416,005
Stock compensation expense related to employees stock options grants						$ 800
2019 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum				1.50%
Share-based compensation arrangement by share-based payment award, shares issued in period		38,461				5,955
Share-based compensation arrangement by share-based payment award, maximum number of shares available for grant per year				500,000
Common stock, capital shares reserved for future issuance					68,608	68,608
Amended and Restated 2023 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum			4.00%
Share-based compensation arrangement by share-based payment award, period of automatic increase to outstanding stock maximum			10 years
Common stock, capital shares reserved for future issuance					47,745	47,745
Amended and Restated 2023 Equity Incentive Plan \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, shares issued in period	1,410,000	197,086
2023 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance					67,615	67,615
Individuals who were not Previously Employees or Directors of Company \| 2023 Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance								1,150,000
Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)						130,014	69,009
Granted (in dollars per share)						$ 11.2	$ 51.48
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount					$ 389	$ 389	$ 12,352
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition						1 year 6 months	2 years 7 months 6 days

Balance Sheet Items (Tables)

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Asset

Prepaid expenses and other current asset consist of the following as of December 31, 2025 and 2024 (in thousands):


	2025		2024
Prepaid expenses	$	196	$	642
Prepaid research and development costs		11		29
Other current assets		355		535
Total	$	562	$	1,206

Summary of Property and Equipment, Net

Property and equipment, net, consists of the following as of December 31, 2025 and 2024 (in thousands):


	2025			2024
Computer equipment and software	$	151		$	192
Furniture and fixtures		263			328
Lab equipment		1,446			1,485
Leasehold improvements		198			201
Property and equipment		2,058			2,206
Less accumulated depreciation		(1,453	)		(1,320	)
Property and equipment—net	$	605		$	886

Schedule of Accrued Liabilities

Accrued liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):


	2025		2024
Accrued other liabilities	$	627	$	1,335
Accrued clinical trial liability		310		1,391
Total	$	937	$	2,726

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

12. SEGMENT REPORTING

The Company operates and manages its business as one reportable and operating segment, which is the business of discovery and development of small molecule drugs to treat cancers. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.

As the Company has not generated revenue, the CODM assesses Company performance through the achievement of research goals towards advancing the Company’s product candidates through stages of development. As such, the CODM is regularly provided with budgeted and forecasted expense information as well as the Company’s Consolidated Financial Statements which is used to determine the Company’s liquidity needs and pipeline resource allocation.

The CODM regularly reviews and evaluates research and development expenses and uses consolidated net loss, as reported on the Company’s Consolidated Statements of Operations, to assess the performance of the segment and to allocate resources. The consolidated net loss and significant segment expenses reviewed by the CODM are reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2025 and 2024. The measure of segment assets is reported on the Consolidated Balance Sheet as total assets. The CODM monitors the Company's cash and cash equivalents as reported on the Consolidated Balance Sheets.

All financial information required for segment reporting that is provided to the chief operating decision maker is contained within the financial statements and notes to financial statements.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
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+ Details

Balance Sheet Items - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,058	$ 2,206
Less accumulated depreciation	(1,453)	(1,320)
Property and equipment—net	605	886
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment	151	192
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	263	328
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment	1,446	1,485
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 198	$ 201

Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 3,118	$ 5,303
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,179	2,222
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,939	$ 3,081

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

5. COMMITMENTS AND CONTINGENCIES

Facilities Lease Agreements—In January 2022, the Company entered into an 8-year office lease agreement for a 20,116 square feet facility in Brisbane, California (“Brisbane Lease”). The lease commenced in December 2022.

As of December 31, 2025 and 2024, the balance of the operating lease right of use assets were $7,540 and $8,643, respectively, and the related operating lease liability were $8,141 and $9,011, respectively, as shown in the accompanying consolidated balance sheets.

Rent expense was $1,946 and $2,244 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, future minimum annual lease payments under the Company’s operating lease liabilities were as follows:


	Total Commitment
Year Ending	(in thousands)
2026		1,926
2027		1,994
2028		2,064
2029		2,136
2030		2,210
Total minimum lease payments		10,330
Less: imputed interest		(2,189	)
Present value of operating lease obligations		8,141
Less: current portion		(1,192	)
Noncurrent operating lease obligations	$	6,949

Related to this Brisbane Lease agreement, the Company entered into a letter of credit with a bank to deposit $388 in a separate account that is restricted cash to serve as security rent deposit. This amount is included in other noncurrent assets in the accompanying Consolidated Balance Sheets as of December 31, 2025.

Loan Payable - Narrative (Details) $ in Thousands				12 Months Ended
Loan Payable - Narrative (Details) $ in Thousands	Apr. 08, 2025 USD ($)	Dec. 23, 2022 USD ($)	Jan. 15, 2021 USD ($) Tranche	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Debt Instrument [Line Items]
Repayment of debt	$ 3,500			$ 6,426	$ 4,398
Debt instrument, exit fee	$ 600
Term Loan
Debt Instrument [Line Items]
Loan amount			$ 35,000
Loan mature date		Aug. 01, 2025
Number of tranches \| Tranche			3
Debt instrument interest term				the interest-only repayment period was extended through December 31, 2023 (which interest-only period may be further extended through June 30, 2024 under certain circumstances)
Prepayment amount		$ 5,000
Annual floating interest rate		7.15%
Debt instrument, basis spread on variable rate		7.10%
Thershold index rate		0.05%
Monthly principal payments		$ 733
Loan discounts			$ 898
Payments of debt issuance costs			95
Interest expense				$ 207	$ 1,316
Tranche A Term Loan
Debt Instrument [Line Items]
Loan amount			15,000
Tranche B Term Loan
Debt Instrument [Line Items]
Loan amount			$ 10,000
Loan mature date			Mar. 31, 2022
Tranche C Term Loan
Debt Instrument [Line Items]
Loan amount			$ 10,000

Subsequent Events - Narrative (Details) - USD ($)	Mar. 20, 2026	Feb. 03, 2026	Jan. 27, 2026	Jan. 20, 2026	Jan. 01, 2026	Nov. 19, 2025	Dec. 31, 2025	Dec. 31, 2024
Asset Acquisition [Line Items]
Common Stock, Par or Stated Value Per Share							$ 0.001	$ 0.001
Asset Purchase Agreement \| Erigen Assets
Asset Acquisition [Line Items]
Asset acquisition, agreement date						Nov. 19, 2025
Asset Purchase Agreement \| Erigen Assets \| Common Stock
Asset Acquisition [Line Items]
Asset acquisition, stock to be issued						8,268,495
Subsequent Event
Asset Acquisition [Line Items]
Exercise price				$ 18.48
Warrants issued		6,784,989
Subsequent Event \| O 2026 Q4 Dividends [Member]
Asset Acquisition [Line Items]
Dividend record date				Jan. 30, 2026
Subsequent Event \| Amended and Restated 2023 Equity Incentive Plan
Asset Acquisition [Line Items]
Share-based compensation arrangement by share-based payment award, shares issued in period			1,410,000		197,086
Subsequent Event \| Angel Employment Agreement
Asset Acquisition [Line Items]
Anual base salary		$ 650,000
Percentage of annual bonus		50.00%
Subsequent Event \| Angel Employment Agreement \| Common Stock
Asset Acquisition [Line Items]
Purchase of shares of common stock		269,621
Subsequent Event \| Purchase Agreement \| Series A Warrants
Asset Acquisition [Line Items]
Sale Of Stock Warrants Issued	925,927
Subsequent Event \| Purchase Agreement \| Series B warrants
Asset Acquisition [Line Items]
Sale Of Stock Warrants Issued	925,927
Subsequent Event \| Purchase Agreement \| Private Placement
Asset Acquisition [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	462,964
Sale of Stock, Consideration Received on Transaction	$ 2,000,000
Subsequent Event \| Purchase Agreement \| Pre-Funded Warrant
Asset Acquisition [Line Items]
Sale Of Stock Warrants Issued	462,963
Share Price	$ 2.16
Subsequent Event \| Purchase Agreement \| Pre-Funded Warrant \| Private Placement
Asset Acquisition [Line Items]
Exercise price	0.001
Subsequent Event \| Purchase Agreement \| Pre Funded Warrant and Common Warrants
Asset Acquisition [Line Items]
Share Price	$ 2.159
Subsequent Event \| Purchase Agreement \| Common Warrants [Member]
Asset Acquisition [Line Items]
Sale of Stock, Consideration Received on Transaction	$ 4,000,000
Subsequent Event \| Purchase Agreement \| Common Warrants [Member] \| Private Placement
Asset Acquisition [Line Items]
Exercise price	$ 2.16
Subsequent Event \| Asset Purchase Agreement
Asset Acquisition [Line Items]
Asset acquisition, maximum funding commitment		$ 20,000,000
Subsequent Event \| Asset Purchase Agreement \| Erigen Assets
Asset Acquisition [Line Items]
Asset acquisition, effective date		Feb. 03, 2026
Asset acquisition transaction costs		$ 6,700,000
Asset acquisition, aggregate consideration		19,900,000
Asset acquisition, maximum funding commitment		$ 20,000,000
Subsequent Event \| Asset Purchase Agreement \| Erigen Assets \| Common Stock
Asset Acquisition [Line Items]
Asset acquisition, stock issued as consideration		8,268,495
Asset acquisition, stock price per share		$ 2.41

Income Taxes - Schedule of Reconciliation of the Total Change in the Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Beginning Balance	$ 176,799	$ 164,643
Change related to continuing operations	6,699	12,156
Ending Balance	$ 183,498	$ 176,799

Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	1,622,982	320,554
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	450,104	320,090
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	0	0
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	1,172,878	464

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
At statutory rate	$ (5,514,000)	$ (8,786,000)
At statutory rate, Percent	21.00%	21.00%
Tax Jurisdiction of Domicile [Extensible Enumeration]	country:US	country:US
Change in valuation allowance	$ 5,105,000	$ 9,199,000
Change in valuation allowance, Percent	(19.40%)	(22.00%)
Stock-based compensation	$ 343,000	$ 709,000
Stock-based compensation, Percent	(1.30%)	(1.70%)
Transaction costs	$ 454,000	$ 0
Transaction costs, Percent	(1.70%)	(0.00%)
Nontaxable or nondeductible items	$ 90,000	$ 14,000
Nontaxable or nondeductible items, Percent	(0.40%)	0.00%
Research and development credit	$ (478,000)	$ (1,136,000)
Research and development credit, percent	1.80%	2.70%
Total	$ 0	$ 0
Total, Percent	0.00%	0.00%

Balance Sheet Items

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Items

4. BALANCE SHEET ITEMS

Prepaid expenses and other current asset consist of the following as of December 31, 2025 and 2024 (in thousands):


	2025		2024
Prepaid expenses	$	196	$	642
Prepaid research and development costs		11		29
Other current assets		355		535
Total	$	562	$	1,206

Property and equipment, net, consists of the following as of December 31, 2025 and 2024 (in thousands):


	2025			2024
Computer equipment and software	$	151		$	192
Furniture and fixtures		263			328
Lab equipment		1,446			1,485
Leasehold improvements		198			201
Property and equipment		2,058			2,206
Less accumulated depreciation		(1,453	)		(1,320	)
Property and equipment—net	$	605		$	886

Depreciation expense for the years ended December 31, 2025 and 2024 was $266 and $389, respectively.

Accrued liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):


	2025		2024
Accrued other liabilities	$	627	$	1,335
Accrued clinical trial liability		310		1,391
Total	$	937	$	2,726

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2025	Mar. 25, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Document Period End Date	Dec. 31, 2025
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-35890
Entity Registrant Name	Tempest Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1472564
Entity Address, Address Line One	2000 Sierra Point Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Brisbane
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94005
City Area Code	(415)
Local Phone Number	798-8589
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 30.1
Entity Common Stock, Shares Outstanding		14,344,034
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE None.
Entity Central Index Key	0001544227
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
ICFR Auditor Attestation Flag	false
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Chicago, Illinois
Auditor Opinion	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Tempest Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TPST
Security Exchange Name	NASDAQ
Series A Junior Participating Preferred Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Series A Junior Participating Preferred Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

Stock-Based Compensation - Grant Date Fair Value of Option (Details) - Share-based Payment Arrangement, Employee	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years
Expected volatility, Minimum	115.00%	109.00%
Expected volatility, maximum	116.00%	124.00%
Risk-free interest rate	4.40%
Risk-free interest rate, Minimum		3.50%
Risk-free interest rate, Maximum		4.70%
Dividends	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 1 month 6 days

Stockholders' Equity

12 Months Ended

Dec. 31, 2025

Temporary Equity Disclosure [Abstract]

Stockholders' Equity

7. STOCKHOLDERS' EQUITY

Authorized Stock

The Company is authorized to issue 100,000,000 shares of common stock, par value of $0.001 per share, and 5,000,000 shares of preferred stock, 100,000 of which have been designated as Series A Participating Preferred Stock (the “Series A Preferred Stock”), par value of $0.001 per share pursuant to the Company’s adoption the Rights Plan (as defined below). No shares of the Company’s Series A Participating Preferred Stock were outstanding as of December 31, 2025 and 2024. Stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no cash dividends declared to date. The holders of each share of common stock are entitled to one vote and the holders of each share of Series A Preferred Stock, if issued, are entitled to 1,000 votes. Except for effecting or validating certain specific actions intended to protect the preferred stockholders, the holders of common stock vote together with preferred stockholders.

Rights Plan

On October 10, 2023, the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”), effective immediately, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock. The dividend was effective as of October 23, 2023 (the “Record Date”) with respect to stockholders of record on that date. The Rights will also attach to new common stock issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Series A Preferred Stock at a price of $25.00 per one one-thousandth of a preferred share, subject to adjustment. The descriptions and terms of the Rights are set forth in a Rights Agreement, dated as of October 10, 2023 (the “Rights Agreement"), between the Company and Computershare Trust Company, NA.

On October 9, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement. The Amendment extends the Final Expiration Date of the Rights Agreement until immediately following the Company’s 2025 Annual Meeting of Stockholders or, if the Company’s stockholders approve the Rights Plan at or prior to such meeting, to October 10, 2026, unless the Rights are earlier redeemed or exchanged by the Company. The Company does not have any obligation under the Rights Agreement to seek stockholder approval for the Rights Agreement.

On December 5, 2024, the Company entered into Amendment No. 2 (the “Second Amendment”) to the Rights Agreement. The Second Amendment makes certain technical amendments to the rights and obligations of the Company’s Board of Directors to administer and make determinations with respect to the Rights Agreement and the rights issued thereunder. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

- Definition

The entire disclosure for equity.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Income Tax [Line Items]
Provision for income taxes	$ 0	$ 0
Income taxes paid	$ 0	$ 0
At statutory rate, Percent	21.00%	21.00%
Operating loss carryforwards, federal	$ 534,500,000	$ 502,200,000
Operating loss carryforwards, state	501,900,000	487,800,000
Increase in valuation allowance	6,699,000	12,156,000
Legacy Millendo
Income Tax [Line Items]
Operating loss carryforwards, federal	455,800
Research Tax Credit Carryforward \| Domestic Tax Jurisdiction [Member]
Income Tax [Line Items]
Tax credit carryforwards	14,700,000	14,100,000
Research Tax Credit Carryforward \| State and Local Jurisdiction [Member]
Income Tax [Line Items]
Tax credit carryforwards	4,400,000	$ 4,100,000
Orphan Drug Credit
Income Tax [Line Items]
Tax credit carryforwards	7,400,000
Not Subject to Expiration
Income Tax [Line Items]
Operating loss carryforwards, federal	313,300,000
Not Subject to Expiration \| Research Tax Credit Carryforward \| State and Local Jurisdiction [Member]
Income Tax [Line Items]
Tax credit carryforwards	$ 3,300,000

Net Loss Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

11. NET LOSS PER SHARE

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years ended December 31, 2025 and 2024 (in thousands, except share and per share amounts):


	2025			2024
Numerator:
Net loss	$	(26,262	)	$	(41,843	)
Denominator:
Weighted-average common shares outstanding		4,149,733			2,146,276
Weighted-average shares used in computing basic and diluted net loss per share		4,149,733			2,146,276

Net loss per share attributable to common stockholders—basic and diluted	$	(6.33	)	$	(19.50	)

As of December 31, 2025 and 2024, the Company’s potentially dilutive securities included unvested stock warrants and stock options, which have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The issuance of pre-funded warrants and vested RSUs have been included in the computation of basic and diluted net loss per share attributable to common stockholders. Based on the amounts outstanding as of December 31, 2025 and 2024, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	2025		2024
Options to purchase common stock		450,104		320,090
Restricted stock units		—		—
Common stock warrants		1,172,878		464
		1,622,982		320,554

Commitments and Contingencies - Narrative (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2022 USD ($) ft²	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Loss Contingencies [Line Items]
Operating lease right-of-use assets		$ 7,540	$ 8,643
Letter of Credit
Loss Contingencies [Line Items]
Borrowing capacity	$ 388
Brisbane, California
Loss Contingencies [Line Items]
Term of contract	8 years
Area of property (in sqft) \| ft²	20,116
Operating lease commencement month and year	2022-12
Operating lease right-of-use assets		7,540	8,643
Present value of operating lease obligations		8,141	9,011
Rent expense		$ 1,946	$ 2,244

Stockholders' Equity - Narrative (Details) - USD ($)		12 Months Ended
Stockholders' Equity - Narrative (Details) - USD ($)	Oct. 10, 2023	Dec. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Common stock, shares authorized		100,000,000	100,000,000
Preferred stock, shares authorized		5,000,000
Common stock, par value (in dollars per share)		$ 0.001	$ 0.001
Preferred stock, par or stated value per share		$ 0.001
Dividends		$ 0
Voting rights of common stock		one
Series A Participating Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized		100,000
Preferred stock, shares outstanding		0	0
Voting rights of preferred stock		1,000
Series A Participating Preferred Stock \| Rights Plan
Class of Stock [Line Items]
Preferred stock price per share	$ 25
Number of shares purchase from preferred stock	0.000001
O 2023 Q4 Dividends [Member]
Class of Stock [Line Items]
Dividend record date	Oct. 23, 2023

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

8. STOCK-BASED COMPENSATION

Equity Plans

In 2011, Private Tempest adopted the 2011 Equity Incentive Plan (the “2011 Plan), and in 2017, Private Tempest adopted the 2017 Equity Incentive Plan (the “2017 Plan”), and together with the 2011 Plan, the “Tempest Prior Plans.” The Tempest Prior Plans have been terminated and no additional grants may be made under either plan. All stock awards granted under the Tempest Prior Plans will remain subject to the terms of the applicable prior plan. As a result of the merger with Millendo, the Tempest Prior Plans were assumed by the Company.

On April 29, 2019, the Board of Millendo adopted the 2019 Equity Incentive Plan (the “2019 Plan”), subject to approval by the Company’s stockholders, and became effective with such stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Plan”), which amended and restated the 2019 Plan and was the successor to, and replacement of, the 2019 Plan.

The Board of Tempest adopted the Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”) on April 30, 2023, subject to approval by the Company’s stockholders. On June 15, 2023, the Company’s stockholders approved the 2023 Plan, which amended and restated the A&R 2019 Plan and will be a successor to, and replacement of, the A&R 2019 Plan. The number of shares of the Company's common stock reserved for issuance under the 2023 Plan will automatically increase on January 1st of each year, for a period of 10 years, from January 1, 2024 continuing through January 1, 2033, by 4% of the total number of shares of the Company's common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. Accordingly, on January 1, 2026, the common stock reserved for issuance was increased by 197,086 shares. As of December 31, 2025, there were 47,745 shares available for future grant under the 2023 Plan. In addition, on January 27, 2026, the Company's stockholders approved the amendment to increase the number of shares issuable under the 2023 Plan by 1,410,000 shares of common stock.

The 2023 Plan allows the Company to grant stock awards to employees, directors and consultants of the Company, including incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards.

The Board of Tempest adopted the 2023 Inducement Plan (“2023 Inducement Plan”) on June 21, 2023, pursuant to which the Company reserved 1,150,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2023 Inducement Plan was approved by the Company’s Board of Directors without stockholder approval in accordance with such rule. As of December 31, 2025, there were 67,615 shares available for future grant under the 2023 Inducement Plan.

The Company measures employee and non-employee stock-based awards at grant date fair value and records compensation expense on a straight-line basis over the vesting period of the award.

Employee Stock Ownership Plan

The Board of Millendo adopted the 2019 Employee Stock Purchase Plan on April 29, 2019, which became effective upon stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP enables employees to purchase shares of the Company's common stock through offerings of rights to purchase the Company's common stock to all eligible employees.

The 2019 ESPP provides that the number of shares of common stock reserved for issuance under the 2019 ESPP will automatically increase on January 1, 2023 and continuing through (and including) January 1, 2029, by the lesser of 1.5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 500,000 shares of Common Stock, or (iii) such lesser number of shares of Common Stock as determined by the Board of Directors (which may be zero). On January 1, 2026, the common stock reserved for issuance was increased by 38,461 shares.

As of December 31, 2025, 68,608 shares of common stock remained available for future issuance under the 2019 ESPP. During the year ended December 31, 2025, 5,955 shares of common stock had been issued under the 2019 ESPP.

Stock Options

Options to purchase the Company’s common stock may be granted at a price not less than the fair market value in the case of both NSOs and ISOs, except for an options holder who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110% of the fair market value per share on the grant date. Stock options granted under the Plans generally vest over four years and expire no later than ten (10) years from the date of grant. Vested options can be exercised at any time.

Prior to the merger with Millendo, the grant date fair market value of the shares of common stock underlying stock options was determined by the Company’s Board of Directors. Up until the merger, there had been no public market for the Company’s

common stock, and therefore the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included valuations performed by an independent third-party, important developments in the Company’s operations, sales of convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock.

The following shows the stock option activities for the years ended December 31, 2025 and 2024:


	Total Options Outstanding			Weighted-Average Exercise Price
Balance—December 31, 2023		273,393		$	94.64
Granted		69,009			51.48
Exercised		(6,284	)		24.83
Cancelled and forfeited		(16,028	)		106.99
Balance—December 31, 2024		320,090		$	86.06
Granted		130,014			11.20
Exercised		—			—
Cancelled and forfeited		—			—
Balance—December 31, 2025		450,104			64.44

The following table summarizes information about stock options outstanding at December 31, 2025:


	Shares		Weighted Average Remaining Contractual Life (In Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding		450,104		7.71	$	64.44	$	—
Vested and expected to vest		450,104		7.71	$	64.44	$	—
Exercisable		441,792		7.70	$	64.51	$	—

During the years ended December 31, 2025 and 2024, the Company granted employees and non-employees stock options to purchase 130,014 and 69,009 shares of common stock with a weighted-average grant date fair value of $11.20 and $51.48 per share, respectively. As of December 31, 2025 and 2024, total unrecognized compensation costs related to unvested employee stock options were $389 and $12,352, respectively. These costs are expected to be recognized over a weighted-average period of approximately 1.5 years and 2.6 years, respectively. The fair market value of stock options vested was $2,576 and $5,303 for the years ended December 31, 2025 and 2024, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option pricing valuation model. The fair value of employee stock options is being amortized on the straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions for the years ended December 31, 2025 and 2024:


	2025			2024
Expected term (in years)	6.0			5.5 - 6.1
Expected volatility	115% - 116%			109% - 124%
Risk-free interest rate		4.4	%	3.5% - 4.7%
Dividends		—	%		—	%

Expected Term—The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options.

Expected Volatility—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the Company’s common stock becomes available.

Risk-Free Interest Rate—The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Dividends—The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.

During the year ended December 31, 2025, the Company accelerated the vesting of approximately 266,108 time-based vesting stock options grants previously awarded to the Company's employees, pursuant to the separation agreements entered into with such employees. The Company also extended the post-termination exercise period from 90 days to 180 days immediately following the separation date for any options that were vested, including the options that were accelerated in vesting, as described above. Further, in the fourth quarter of 2025, approximately 416,005 of modified stock options were further modified to extend the post-termination exercise period from either (i) 180 days to December 31, 2026 or (ii) to the earlier of (a) the date that is 90 days following termination of continuous service, and (b) the expiration of the term of the options as set forth in the award agreements.

The above modifications to current and former employees stock options grants resulted in modification accounting under ASC 718, Compensation – Stock Compensation. As a result, the Company recognized approximately $0.8 million of stock compensation expense during the year ended December 31, 2025. For vested awards with no future service period required to be provided, the expense was measured on the modification date by calculating the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified with immediate expense recognition. For unvested awards with no future service period required to be provided, the Company reversed any stock compensation expense previously recognized, remeasured the fair value of the modified award and immediately recognized stock compensation expense on the modification date. For stock options that were further modified to extend the post-termination exercise period upon termination of continuous service, the Company measured the expense by calculating the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The fair value of those awards included a reduction to the share price for the fair value of the warrant dividend as the holders of the modified stock options were not participants in the warrant dividend. A portion of this modification was recorded as stock compensation expense in the fourth quarter and the remainder to be attributed over the derived service period.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024:


	2025		2024
Research and development	$	1,179	$	2,222
General and administrative		1,939		3,081
Total	$	3,118	$	5,303

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Stock Options

The following shows the stock option activities for the years ended December 31, 2025 and 2024:


	Total Options Outstanding			Weighted-Average Exercise Price
Balance—December 31, 2023		273,393		$	94.64
Granted		69,009			51.48
Exercised		(6,284	)		24.83
Cancelled and forfeited		(16,028	)		106.99
Balance—December 31, 2024		320,090		$	86.06
Granted		130,014			11.20
Exercised		—			—
Cancelled and forfeited		—			—
Balance—December 31, 2025		450,104			64.44

Summary of Information About Stock Options Outstanding

The following table summarizes information about stock options outstanding at December 31, 2025:


	Shares		Weighted Average Remaining Contractual Life (In Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding		450,104		7.71	$	64.44	$	—
Vested and expected to vest		450,104		7.71	$	64.44	$	—
Exercisable		441,792		7.70	$	64.51	$	—

Schedule of Stock Based Compensation Expense

Company’s consolidated statements of operations for the years ended December 31, 2025 and 2024:


	2025		2024
Research and development	$	1,179	$	2,222
General and administrative		1,939		3,081
Total	$	3,118	$	5,303

Share-based Payment Arrangement, Employee

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary of Grant Date Fair Value

The fair value of employee stock options was estimated using the following assumptions for the years ended December 31, 2025 and 2024:


	2025			2024
Expected term (in years)	6.0			5.5 - 6.1
Expected volatility	115% - 116%			109% - 124%
Risk-free interest rate		4.4	%	3.5% - 4.7%
Dividends		—	%		—	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Cybersecurity Risk Management, Strategy and Governance	12 Months Ended
Cybersecurity Risk Management, Strategy and Governance	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	ITEM 1C. CYBERSECURITY Risk management and strategy We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and data related to our clinical trials and employees (“Information Systems and Data”). Our information security function is led by our Chief Financial Officer & Head of Corporate Strategy (“IT Lead”), who reports to our CEO and is supported by our third-party security provider, and it helps identify, assess and manage the Company’s cybersecurity threats and risks. The information security function identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example analyzing report of threats and threat actors and conducting periodic vulnerability assessments for certain systems. Our assessment and management of material risks from cybersecurity threats are considered as part of our risk management processes. For example, our IT Lead and certain management, including our CEO, evaluate identified material risks from cybersecurity threats against our overall business objectives and our IT Lead periodically reports to the audit committee of the board of directors, which evaluates our overall enterprise risk. Depending on the environment, systems, and data, we implement and maintain various technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: risk assessments for certain systems, systems monitoring for certain systems, access controls, asset management, and employee training. We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example our managed security provider and professional services firms, including legal counsel. For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including that if our information technology systems or those of third parties upon which we rely, or our data, are or were compromised, we could experience adverse consequences, including disclosure of sensitive information, damage to our reputation, and significant financial and legal exposure. Governance Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the IT Lead. The IT Lead has 5 years of experience in roles that include oversight of cybersecurity risk management programs. Our IT Lead is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the audit committee for certain cybersecurity incidents. The audit committee receives periodic reports from our IT Lead concerning cybersecurity issues, including certain threats and risks and the processes the Company has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our IT Lead is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the IT Lead. The IT Lead has 5 years of experience in roles that include oversight of cybersecurity risk management programs. Our IT Lead is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the audit committee for certain cybersecurity incidents. The audit committee receives periodic reports from our IT Lead concerning cybersecurity issues, including certain threats and risks and the processes the Company has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our board of directors addresses the Company’s cybersecurity risk management as part of its general oversight function. The board of directors’ audit committee is responsible for overseeing Company’s cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the audit committee for certain cybersecurity incidents.
Cybersecurity Risk Role of Management [Text Block]	Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the IT Lead. The IT Lead has 5 years of experience in roles that include oversight of cybersecurity risk management programs. Our IT Lead is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports. Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the audit committee for certain cybersecurity incidents. The audit committee receives periodic reports from our IT Lead concerning cybersecurity issues, including certain threats and risks and the processes the Company has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our IT Lead is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including the IT Lead. The IT Lead has 5 years of experience in roles that include oversight of cybersecurity risk management programs.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The audit committee receives periodic reports from our IT Lead concerning cybersecurity issues, including certain threats and risks and the processes the Company has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating losses	$ 152,074	$ 143,896
Research and development tax credits	21,198	20,513
Amortization	489	603
Lease liability	2,354	2,625
Stock based compensation	1,583	1,167
Other	98	491
Capitalized R&D	7,901	10,041
Total gross deferred tax assets	185,697	179,336
Less: valuation allowance	(183,498)	(176,799)	$ (164,643)
Total deferred tax assets	2,199	2,537
Deferred tax liability:
Right-of-use assets	(2,180)	(2,518)
Fixed assets	(19)	(19)
Total gross deferred tax liabilities	(2,199)	(2,537)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Reserve [Roll Forward]
Beginning balance	$ 5,239	$ 4,923
Gross increase - tax position in current period	167	316
Ending balance	$ 5,406	$ 5,239

Retirement Plan - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Retirement Benefits [Abstract]
Defined contribution plan, employer discretionary contribution amount	$ 124	$ 161

Consolidated Balance Sheets - USD ($)
$ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Current assets:

Cash and cash equivalents

$ 7,707

$ 30,268

Prepaid expenses and other current assets

562

1,206

Total current assets

8,269

31,474

Property and equipment—net

605

886

Operating lease right-of-use assets

7,540

8,643

Other noncurrent assets

517

485

Total assets

16,931

41,488

Current liabilities:

Accounts payable

1,038

2,450

Accrued expenses

937

2,726

Current loan payable (net of discount and issuance costs of nil and $74, respectively)

6,354

Current operating lease liabilities

1,192

869

Accrued compensation

147

1,762

Interest payable

Total current liabilities

3,314

14,220

Operating lease liabilities, less current portion

6,949

8,142

Total liabilities

10,263

22,362

Commitments and contingencies (Note 5)

Stockholders' equity:

Common stock, $0.001 par value; 100,000,000 shares authorized; 4,927,161 and 3,382,432 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

^[1]

Additional paid-in capital

^[1]

240,031

226,229

Accumulated deficit

(233,368)

(207,106)

Total stockholders' equity

6,668

19,126

Total liabilities and stockholders' equity

$ 16,931

$ 41,488

[1]	Results, including shares issued and outstanding have been adjusted to reflect the one-for-thirteen stock split effected in April 2025. See Note 1, Organization and Description of the Business, for details.

Segment Reporting - Narrative (Details)	12 Months Ended
Segment Reporting - Narrative (Details)	Dec. 31, 2025 Segment
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	srt:ChiefExecutiveOfficerMember
Segment Reporting, Expense Information Used by CODM, Description	The CODM regularly reviews and evaluates research and development expenses and uses consolidated net loss, as reported on the Company’s Consolidated Statements of Operations, to assess the performance of the segment and to allocate resources.
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	The CODM regularly reviews and evaluates research and development expenses and uses consolidated net loss, as reported on the Company’s Consolidated Statements of Operations, to assess the performance of the segment and to allocate resources.

Consolidated Statements of Operations - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Operating expenses:

Research and development

$ 12,606,000

$ 28,476,000

General and administrative

13,969,000

13,550,000

Operating loss

(26,575,000)

(42,026,000)

Other income (expense), net:

Interest expense

(207,000)

(1,316,000)

Interest income and other income (expense), net

520,000

1,499,000

Other income (expense), net

313,000

183,000

Provision for income taxes

Net loss

$ (26,262,000)

$ (41,843,000)

Net loss per share of common stock and pre-funded warrants, basic

^[1]

$ (6.33)

$ (19.5)

Net loss per share of common stock and pre-funded warrants, diluted

^[1]

$ (6.33)

$ (19.5)

Weighted-average shares used in computing basic net loss per share

^[1]

4,149,733

2,146,276

Weighted-average shares of common stock and pre-funded warrants outstanding, diluted

^[1]

4,149,733

2,146,276

[1]	(1) Results, including shares of common stock, have been adjusted to reflect the one-for-thirteen stock split effected in April 2025. See Note 1, Organization and Description of the Business, for details.

Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. FAIR VALUE MEASUREMENTS

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	7,707	$	—	$	—	$	7,707
Total	$	7,707	$	—	$	—	$	7,707

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	30,268	$	—	$	—	$	30,268
Total	$	30,268	$	—	$	—	$	30,268

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Organization and Description of Business

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Tempest Therapeutics, Inc. (“Tempest” or the “Company”) is a clinical-stage biotechnology company advancing a diverse portfolio of targeted and immune-mediated product candidates with the potential to be first-in-class to treat a wide range of cancers. Tempest’s portfolio includes both cell therapy and small molecule product candidates spanning discovery through late-stage development. The Company is headquartered in Brisbane, California.

Reverse Stock Split

On December 3, 2024, the Company’s stockholders approved a proposal to effect an amendment to the Company’s Restated Certificate of Incorporation to implement a reverse stock split. On April 4, 2025, the Company filed a certificate of amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the one-for-thirteen (1:13) reverse stock split of its outstanding common stock (the "Reverse Stock Split").

On April 8, 2025, the Company effected the Reverse Stock Split. Pursuant to their terms, a proportionate adjustment was made to the per share exercise price and number of shares issuable under all of the Company’s outstanding options and warrants, and the number of shares authorized for issuance pursuant to the Company’s equity incentive plans have been reduced proportionately. The Reverse Stock Split did not reduce the number of authorized shares of common stock and did not alter the par value.

No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who would have otherwise been entitled to receive a fractional share received a cash payment in lieu thereof. The Reverse Stock Split affected all stockholders proportionately and did not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the Reverse Stock Split resulted in any stockholder owning only a fractional share).

Liquidity and Going Concern

The Company has incurred operating losses since inception. As of December 31, 2025, the Company had $7.7 million of cash and cash equivalents. While the Company implemented cost reductions in 2025, the Company has finite cash resources available to fund its operations. In April 2025, the Company announced plans to explore a full range of strategic alternatives to advance its promising clinical stage programs and maximize stockholder value. The Company retained MTS Health Partners, L.P., an internationally recognized financial advisor with substantial experience in the biotechnology industry, to support it with the strategic evaluation process. As part of the cost reductions, the Company reduced its workforce by 21 of 26 full-time employees, which became effective April 30, 2025. Further, in support of such efforts, on June 5, 2025, each of Stephen Brady, the Company’s Chief Executive Officer and President, Samuel Whiting, the Company’s Executive Vice President and Chief Medical Officer, and Nicholas Maestas, the Company’s Chief Financial Officer and Head of Corporate Strategy, transitioned to consulting arrangements with the Company, pursuant to which they continued to serve the Company in their respective executive roles. The Company incurred $3.2 million of one-time cash severance payments, benefits and other related costs (excluding non-cash charges associated with stock-based compensation), with the majority of such costs incurred in the second quarter of 2025.

On February 3, 2026, the Company closed the Asset Acquisition (as defined below). See Note 13, Subsequent Events. Pursuant to the Asset Purchase Agreement (as defined below), Factor (as defined below) has made the Funding Commitment (as defined below) to provide the Company with financial support for at least 18 months following the closing of the Asset Acquisition, up to a maximum amount of $20.0 million that is inclusive of any amounts raised and received by the Company after the date of the Asset Purchase Agreement, on the terms and subject to the conditions and other provisions of a funding commitment letter contemplated by and entered into concurrently with the Asset Purchase Agreement. However, there is significant uncertainty as

to whether we will be able to satisfy the terms and conditions and other provisions set forth in the funding commitment letter, and, if we are unable to do so, we may be limited in the amount of funding that we are able to access under the Funding Commitment or we may not be able to access any funds under the Funding Commitment. The timing of any additional funding from Factor is uncertain.

The Company expects that its existing cash and cash equivalents will fund the Company’s projected operating expense requirements through less than 12 months from the date our consolidated financial statements were available to be issued. Accordingly, there is substantial doubt about the Company’s ability to continue to operate as a going concern for a period of 12 months from the date of issuance of these consolidated financial statements. The accompanying financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any separate adjustments relating to the recovery of recorded assets or the classification of liabilities; however, such adjustments may be necessary in the future when the Company is unable to continue as a going concern.

ATM Program

On July 23, 2021, the Company entered into a sales agreement with Jefferies LLC (“Jefferies”), pursuant to which the Company may sell, from time to time at its sole discretion through Jefferies, as its sales agent, shares of its common stock having, up to an aggregate sales price of $100.0 million of its common stock through Jefferies (the “Prior ATM Program”). As of June 20, 2024, the Company had sold an aggregate 9,017,110 shares of its common stock for gross proceeds of $42.7 million ($41.5 million net of commissions and estimated expenses) under the Prior ATM Program. On June 20, 2024, the Company and Jefferies terminated the Prior ATM Program and entered a new Open Market Sale Agreement (the “Sales Agreement”) to sell shares of common stock from time to time through Jefferies acting as sales agent (the “ATM Program”). The Company will pay Jefferies a commission up to 3.0% of the gross sales proceeds of any shares of its common stock sold through Jefferies under the ATM Program and also has provided Jefferies with indemnification and contribution rights. Pursuant to the prospectus supplement dated June 20, 2024 filed by the Company with the U.S. Securities and Exchange Commission (“SEC”), the Company was able to offer and sell up to $205.0 million of its shares of common stock pursuant to the Sales Agreement. On February 6, 2025, the Company filed a prospectus supplement with the SEC limiting the availability under the ATM Program to $14.5 million. On June 11, 2025, in connection with the RDO (as defined below), the Company delivered written notice to Jefferies that it was suspending and terminating the prospectus supplement, dated February 6, 2025, related to the ATM Program (the “ATM Prospectus”). The Company will not make any sales of its securities pursuant to the Sales Agreement, unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Sales Agreement remains in full force and effect.

Under current SEC regulations, if at any time the Company's public float is less than $75.0 million, and for so long as the Company’s public float remains less than $75.0 million, the amount the Company can raise through primary public offerings of securities in any 12-month period using shelf registration statements is limited to an aggregate of one-third of the Company's public float, which is referred to as the baby shelf rules. As of the year ended December 31, 2025, the Company has sold an aggregate of 312,830 shares of its common stock for proceeds of $2.8 million, pursuant to the ATM Program.

Registered Direct Offerings

On June 11, 2025, the Company sold an aggregate of 405,000 shares of the Company’s common stock and pre-funded warrants to purchase 334,000 shares of its common stock (the “June 2025 Pre-Funded Warrants”) in a registered direct offering (“June RDO”). The offering price was $6.25 per share of common stock and $6.249 per June 2025 Pre-Funded Warrant, which is the price of each share of common stock sold in the RDO, minus the $0.001 exercise price per June 2025 Pre-Funded Warrant. The net proceeds from the RDO were approximately $4.1 million, after deducting placement agent fees and offering expenses payable by the Company. As of December 31, 2025, all June 2025 Pre-Funded Warrants had been exercised.

On November 24, 2025, the Company sold an aggregate of 487,000 shares of the Company's common stock, pre-funded warrants to purchase 685,414 shares of its common stock (the “November 2025 Pre-Funded Warrants”) and warrants to purchase an aggregate of 1,172,414 shares of common stock (the “Common Warrants”) in a registered direct offering (the “November RDO”).

The combined purchase price of each share of common stock and accompanying Common Warrant was $3.625. The combined purchase price of each November 2025 Pre-Funded Warrants and accompanying Common Warrant was $3.624 (equal to the combined purchase price per share of common stock and accompanying Common Warrant, minus $0.001) The exercise price of the Common Warrants is $3.50 per share. The net proceeds from the RDO were approximately $3.8 million, after deducting placement agent fees and estimated offering expenses payable by the Company. As of December 31, 2025, all November 2025 Pre-Funded Warrants and Common Warrants remained outstanding. All November 2025 Pre-Funded Warrants were subsequently exercised in January and February 2026.

Retirement Plan

12 Months Ended

Dec. 31, 2025

Retirement Benefits [Abstract]

Retirement Plan

10. RETIREMENT PLAN

The Company participates in a qualified 401(k) Plan sponsored by its professional service organization. The retirement plan is a defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. During the year ended December 31, 2025, the Company contributed $124 to the 401(k) Plan. During the year ended December 31, 2024, the Company contributed $161 to the 401(k) Plan.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Balance Sheet Items - Schedule of Prepaid Expenses and Other Current Asset (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid expenses	$ 196	$ 642
Prepaid research and development costs	11	29
Other current assets	355	535
Total	$ 562	$ 1,206

Organization and Description of Business - Narrative (Details) $ / shares in Units, $ in Thousands										3 Months Ended	12 Months Ended
	Feb. 03, 2026 USD ($)	Nov. 24, 2025 USD ($) $ / shares shares	Jun. 11, 2025 USD ($) $ / shares shares	Apr. 30, 2025 Employees	Apr. 17, 2025	Apr. 08, 2025	Apr. 04, 2025	Jun. 20, 2024 USD ($) shares	Jul. 23, 2021 USD ($)	Jun. 30, 2025 USD ($)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($) shares	Jan. 20, 2026 $ / shares	Feb. 06, 2025 USD ($)
Class of Stock [Line Items]
Reverse stock split						one-for-thirteen	one-for-thirteen
Cash and cash equivalents											$ 7,707	$ 30,268
Restructuring activities, plan adopted date					Apr. 17, 2025
Effective date of workforce reduction				Apr. 30, 2025
Number of employees eliminated \| Employees				21
Number of full time employees \| Employees				26
One-time cash severance payments, benefits and other related costs										$ 3,200
Aggregate sales price of common stock											6,047	28,591
Gross proceeds from issuance of common stock											$ 6,045	28,591
At-The-Market Program
Class of Stock [Line Items]
Shares issued \| shares											312,830
Gross proceeds from issuance of common stock											$ 2,800
Remained available for issuance of common stock														$ 14,500
RDO
Class of Stock [Line Items]
Consideration received		$ 3,800	$ 4,100
Maximum
Class of Stock [Line Items]
Public float											75,000
Jefferies LLC \| At-The-Market Program
Class of Stock [Line Items]
Shares issued \| shares								9,017,110
Gross proceeds from issuance of common stock								$ 42,700
Net proceeds from sales of common stock								41,500
Jefferies LLC \| Maximum \| At-The-Market Program
Class of Stock [Line Items]
Aggregate sales price of common stock								$ 205,000	$ 100,000
Percentage of commission on sale of stock									3.00%
Common Stock
Class of Stock [Line Items]
Aggregate sales price of common stock											$ 2	$ 1
Issuance of common stock for cash (in shares) \| shares											1,204,774	1,663,554
Common Stock \| RDO
Class of Stock [Line Items]
Shares issued in transaction \| shares		487,000	405,000
Stock price (in dollars per share) \| $ / shares		$ 3.625	$ 6.25
Warrants \| RDO
Class of Stock [Line Items]
Exercise price \| $ / shares		$ 3.5
Number of warrants issued \| shares		1,172,414
June 2025 Pre-Funded Warrants \| RDO
Class of Stock [Line Items]
Exercise price \| $ / shares			0.001
Stock price (in dollars per share) \| $ / shares			$ 6.249
Number of warrants issued \| shares			334,000
November 2025 Pre-Funded Warrants \| RDO
Class of Stock [Line Items]
Exercise price \| $ / shares		$ 0.001
Stock price (in dollars per share) \| $ / shares		$ 3.624
Number of warrants issued \| shares		685,414
Subsequent Event
Class of Stock [Line Items]
Exercise price \| $ / shares													$ 18.48
Subsequent Event \| Asset Purchase Agreement
Class of Stock [Line Items]
Asset acquisition, maximum funding commitment	$ 20,000

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Statement of Stockholders' Equity [Abstract]
Stock issuance costs	$ 535	$ 1,105
Pre-funded warrants issuance cost	416
Common stock warrants issuance cost	$ 165

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Deficit Accumulated
Beginning balance (in shares) at Dec. 31, 2023		1,695,788
Beginning balance at Dec. 31, 2023	$ 26,768	$ 2	$ 192,029	$ (165,263)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (net of issuance cost) (in shares)		1,663,554
Issuance of common stock for cash (net of issuance cost)	28,591	$ 1	28,590
Share-based compensation	5,303		5,303
Issuance of common stock under equity plan awards (in shares)		23,090
Issuance of common stock under equity plan award	307		307
Net loss	(41,843)			(41,843)
Ending balance (in shares) at Dec. 31, 2024		3,382,432
Ending balance at Dec. 31, 2024	19,126	$ 3	226,229	(207,106)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for cash (net of issuance cost) (in shares)		1,204,774
Issuance of common stock for cash (net of issuance cost)	6,047	$ 2	6,045
Share-based compensation	3,118		3,118
Issuance of pre-funded warrants (net of issuance cost) (in shares)		334,000
Issuance of pre-funded warrants (net of issuance cost)	3,309		3,309
Issuance of common stock warrants (net of issuance cost)	1,283		1,283
Issuance of common stock under equity plan awards (in shares)		5,955
Issuance of common stock under equity plan award	47		47
Net loss	(26,262)			(26,262)
Ending balance (in shares) at Dec. 31, 2025		4,927,161
Ending balance at Dec. 31, 2025	$ 6,668	$ 5	$ 240,031	$ (233,368)

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Net of discount and issuance costs, Current	$ 0	$ 74
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,927,161	3,382,432
Common stock, shares outstanding	4,927,161	3,382,432

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	7,707	$	—	$	—	$	7,707
Total	$	7,707	$	—	$	—	$	7,707

	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	30,268	$	—	$	—	$	30,268
Total	$	30,268	$	—	$	—	$	30,268

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation—The accompanying Consolidated Financial Statements have been prepared in accordance with US generally accepted accounting principles ("GAAP") and necessarily include amounts based on estimates and assumptions by management.
Use of Estimates	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, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.
Segment Information	Segment Information—The Company operates and manages its business as one reportable and operating segment, which is the business of discovery and development of small molecule drugs to treat cancers. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. For additional segment information, see Note 12, Segment Reporting.
Risks and Uncertainties	Risks and Uncertainties—The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, reliance on single-source vendors, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. 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 or maintained, 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 revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.
Concentration of Credit Risk	Concentration of Credit Risk—Financial instruments, which potentially subject the Company to concentration of risk, consist principally of cash and money market fund. All of the Company’s cash and money market fund are deposited in accounts with a major financial institution in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.
Cash and Cash Equivalents	Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisitions to be cash equivalents. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents consisted of bank deposits and money market funds.
Leases	Leases—The Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term. The right-of-use (“ROU”) asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Property and Equipment	Property and Equipment—Property and equipment is recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Upon disposal of an asset, the related cost and accumulated depreciation are removed from the asset accounts and any resulting gain or loss is included in the consolidated statements of operations. Repair and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment if events or circumstances indicate the carrying amount of these assets may not be recoverable. If this review indicates that these assets will not be recoverable, based on the forecasted undiscounted future operating cash flows expected to result from the use of long-lived assets and their eventual disposition, the Company’s carrying value of the long-lived assets is reduced to fair value based on a discounted future cash flow approach or quoted market values.
Research and Development Expense and Accrued Research and Development	Research and Development Expenses and Accrued Research and Development—Research and development expenses are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses including stock-based compensation, laboratory supplies, consulting costs, external contract research and development expenses and facility or lease expenses. In-licensing fees and other costs to acquire technologies that are utilized in research and development, and that are not expected to have alternative future use, are expensed when incurred. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers, the Company’s estimates of accrued expenses and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The estimates are trued up to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.
Patent Costs	Patent Costs—Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These patent-related legal costs are reported as a component of general and administrative expenses.
General and Administrative Expenses	General and Administrative Expenses—General and administrative costs are expensed as incurred and include employee-related expenses including salaries, benefits, travel and stock-based compensation for the Company’s personnel in executive, finance and accounting, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and patent costs.
Fair Value Measurements	Fair Value Measurements—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of the Company’s financial instruments approximate fair value due to their short-term maturities.
Share-based Compensation Expense	Stock-Based Compensation Expense—The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based payments made to employees, directors and non-employees based on estimated grant-date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period. The Company estimates the fair value of stock options to employees, directors and non-employees using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term, risk-free rate of return, and the fair value of the underlying common stock on the date of grant. Due to the lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the life science industry. The Company uses the simplified method to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the mid-points for each of the tranches may be averaged to provide an overall expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company accounts for forfeitures as they occur.
Net Loss Per Share Attributable to Common Stockholders	Net Loss per Share Attributable to Common Stockholders—The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares.
Income Taxes	Income Taxes—The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period when such determination is made. As of December 31, 2025 and 2024, the Company has recorded a full valuation allowance on its deferred tax assets. Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards—In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose specific tax rate reconciliation categories, as well as income taxes paid disaggregated by jurisdiction, amongst other disclosure enhancements. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted the ASU retrospectively for the period ending December 31, 2025, and it affects only our disclosures and does not impact our results of operations or financial condition.

Loan Payable

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Loan Payable

6. LOAN PAYABLE

On January 15, 2021, the Company entered into a loan agreement with Oxford Finance LLC (the “Lender”) to borrow a term loan amount of $35,000 to be funded in three tranches (as amended, the “Loan Agreement”). Tranche A of $15,000 was wired to the Company on January 15, 2021. Tranche B of $10,000 expired on March 31, 2022. Tranche C of $10,000 was available at the Lender’s option.

On December 23, 2022, the Company entered into a First Amendment to the Loan Agreement. The amendment modified the Loan Agreement as follows: (i) each of the Company and Millendo Therapeutics US, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Millendo”), were joined as co-borrowers under the Loan Agreement; (ii) the interest-only repayment period was extended through December 31, 2023 (which interest-only period may be further extended through June 30, 2024 under certain circumstances); and (iii) a security interest in all of the assets of the Company, TempestTx and Millendo, including any intellectual property, was granted to the Lender. In addition, the Lender permitted a one-time prepayment in the amount of $5.0 million, which the Company paid on December 23, 2022.

Following the amendment to the Loan Agreement, the term loan had a maturity date of August 1, 2025 and an annual floating interest rate of 7.15%, which is an Index Rate plus 7.10%. Index Rate is the greater of (i) 1-Month CME Term SOFR or (ii) 0.05%. In the fourth quarter of 2023, the Company achieved the circumstances necessary to extend the interest-only repayment period through June 30, 2024. Monthly principal payments of $733 were required to begin on July 1, 2024. Related to this borrowing, the Company recorded loan discounts totaling $898 and paid $95 of debt issuance costs. These amounts would be amortized as additional interest expense over the life of the loan.

On April 8, 2025, using cash on hand, the Company made a repayment of $3.5 million in full satisfaction of the aggregate outstanding amount, including accrued interest and exit fees as of such date, under the Loan Agreement with the Lender. The payoff amount paid by the Company in connection with the termination of the Loan Agreement was pursuant to a payoff letter with the Lender and included payment of $0.6 million as an exit fee. Upon making the repayment, the Loan Agreement was terminated in accordance with its terms and all liens and security interests granted thereunder to secure the obligations were released.

For the years ended December 31, 2025 and 2024, total interest expense was $207 and $1,316, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
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-Section 50
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Property, Plant and Equipment

The estimated useful lives of the Company’s respective assets are as follows:


Computer equipment and software	3 years
Furniture and fixtures	7 years
Laboratory equipment	5 years
Leasehold improvements	Shorter of the useful life of the asset or the life of the lease

Consolidated Statements of Operations (Parenthetical)	Apr. 08, 2025	Apr. 04, 2025
Income Statement [Abstract]
Reverse stock split	one-for-thirteen	one-for-thirteen

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Summary of Basis in Diluted Net Loss Per Share


	2025			2024
Numerator:
Net loss	$	(26,262	)	$	(41,843	)
Denominator:
Weighted-average common shares outstanding		4,149,733			2,146,276
Weighted-average shares used in computing basic and diluted net loss per share		4,149,733			2,146,276

Net loss per share attributable to common stockholders—basic and diluted	$	(6.33	)	$	(19.50	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Based on the amounts outstanding as of December 31, 2025 and 2024, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	2025		2024
Options to purchase common stock		450,104		320,090
Restricted stock units		—		—
Common stock warrants		1,172,878		464
		1,622,982		320,554

Net Loss Per Share - Summary of Basis in Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Numerator:

Net loss

$ (26,262)

$ (41,843)

Denominator:

Weighted-average common shares outstanding

4,149,733

2,146,276

Weighted-average shares used in computing basic net loss per share

^[1]

4,149,733

2,146,276

Weighted-average shares used in computing diluted net loss per share

^[1]

4,149,733

2,146,276

Net loss per share attributable to common stockholders - basic

^[1]

$ (6.33)

$ (19.5)

Net loss per share attributable to common stockholders - diluted

^[1]

$ (6.33)

$ (19.5)

[1]	(1) Results, including shares of common stock, have been adjusted to reflect the one-for-thirteen stock split effected in April 2025. See Note 1, Organization and Description of the Business, for details.

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

9. INCOME TAXES

There was no provision for income taxes for the years ended December 31, 2025 and 2024, because the Company has incurred losses since inception. At December 31, 2025 and 2024 the Company concluded it was not more likely than not that it would realize its deferred tax assets, and therefore has recorded a full valuation allowance.

The Company paid no income taxes for the years ended December 31, 2025 and 2024, respectively.


	Year Ended December 31,
	2025					2024
U.S. federal provision (benefit)
At statutory rate	$	(5,514	)	21.0	%	$	(8,786	)	21.0	%
Change in valuation allowance		5,105		-19.4	%		9,199		-22.0	%
Nontaxable or Nondeductible Items
Stock-based compensation		343		-1.3	%		709		-1.7	%
Transaction costs		454		-1.7	%		—		0.0	%
Nontaxable or nondeductible items		90		-0.4	%		14		0.0	%
Tax credits
Research and development credit		(478	)	1.8	%		(1,136	)	2.7	%
Total	$	—		0.0	%	$	—		0.0	%

State income taxes in California comprise the majority of the state income taxes, net of federal effect category for the years ended December 31, 2025 and 2024, respectively.

Significant components of the Company’s deferred tax assets at December 31, 2025 and 2024 are shown below.


	2025			2024
Deferred tax assets:
Net operating losses	$	152,074		$	143,896
Research and development tax credits		21,198			20,513
Amortization		489			603
Lease liability		2,354			2,625
Stock based compensation		1,583			1,167
Other		98			491
Capitalized R&D		7,901			10,041
Total gross deferred tax assets		185,697			179,336
Less: valuation allowance		(183,498	)		(176,799	)
Total deferred tax assets		2,199			2,537
Deferred tax liability:
Right-of-use assets		(2,180	)		(2,518	)
Fixed assets		(19	)		(19	)
Total gross deferred tax liabilities		(2,199	)		(2,537	)
Net deferred tax assets	$	—		$	—

The valuation allowance increased by $6.7 million from December 31, 2024 to December 31, 2025 due primarily to the generation of net operating losses and research and development credits.

As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the "change in valuation allowance" line of the rate reconciliation. The following table presents a reconciliation of the total change in the valuation allowance (in thousands):



	Year Ended December 31,
	2025		2024
Beginning Balance		176,799		164,643
Change related to continuing operations		6,699		12,156
Ending Balance	$	183,498	$	176,799

As of December 31, 2025, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $534.5 million and $501.9 million, respectively. As of December 31, 2024, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $502.2 million and $487.8 million, respectively.

The federal and state net operating loss carryforwards begin to expire in 2031 and 2025, respectively, if not utilized. Federal net operating losses of $313.3 million are not subject to expiration.

As of December 31, 2025, the Company had federal and state research and development carryforwards of approximately $14.7 million and $4.4 million, respectively. The Company also had $7.4 million of Orphan Drug Credit. As of December 31, 2024, the Company had federal and state research and development carryforwards of approximately $14.1 million and $4.1 million, respectively. The federal and state credits begin to expire in 2031 and 2029, respectively, if not utilized; $3.3 million of the state credits can be carried forward indefinitely.

Utilization of some of the federal and state net operating loss and credit carryforwards may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2025. At least $455.8 thousand of legacy Millendo federal net operating losses are expected to expire unused due to prior ownership changes.

The Company has the following activity relating to unrecognized tax benefits as of December 31, 2025 and 2024:


	2025		2024
Beginning balance	$	5,239	$	4,923
Gross increase - tax position in current period		167		316
Ending balance	$	5,406	$	5,239

As of December 31, 2025 and 2024, none of the unrecognized tax benefits would impact the Company's effective tax rate due to the valuation allowance. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the accompanying balance sheet as of December 31, 2025 and 2024, respectively, and has not recognized penalties and/or interest in the accompanying statements of operations for the years ended December 31, 2025 and 2024, respectively.

The Company is subject to taxation in the United States, California, Massachusetts, and Michigan. The Company's tax years from inception are subject to examination by the IRS and state tax authorities due to the carryforward of unutilized net operating losses and research and development credits.

- Definition

The entire disclosure for income tax.

+ References

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+ Details