0001104659-26-043782 | 10-K | XBRL Viewer

Income Taxes - Net deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Taxes
Net operating loss carryforwards	$ 131,286	$ 121,135
Capitalized research and development and start-up expenditures	9,865	13,878
Research and development tax credit carryforwards	5,492	2,476
Stock-based compensation		1,203
Lease liabilities		535
Rebates, incentives, trade discounts and allowances	43	103
Other	177	676
Total deferred tax assets	146,863	140,006
Right-of-use assets		(499)
Total deferred tax liabilities		(499)
Valuation allowance	$ (146,863)	$ (139,507)

Summary of Significant Accounting Policies - Segment Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($) segment	Dec. 31, 2024 USD ($)
Segment Information
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Costs and expenses:
General and administrative	$ 23,629	$ 18,340
Net loss	(26,980)	(38,511)
Single Reporting Segment
Costs and expenses:
KPI-012 development costs	8,156	10,170
Employee-related costs for research and development personnel	8,928	10,757
Other research and development costs	1,696	1,167
General and administrative	23,629	18,340
Other segment expense (income), net	(15,429)	(1,923)
Net loss	$ (26,980)	$ (38,511)
Other segment expense, description	Includes Impairment of right-of-use assets, (Gain) loss on fair value remeasurement of contingent consideration, Interest income, Interest expense, Grant income, gain on settlements, Gain on extinguishment of debt and Other income, net.	Includes Impairment of right-of-use assets, (Gain) loss on fair value remeasurement of contingent consideration, Interest income, Interest expense, Grant income, gain on settlements, Gain on extinguishment of debt and Other income, net.

Nature of Business

12 Months Ended

Dec. 31, 2025

Nature of Business

Nature of Business

Note 1: Nature of Business

Nature of Business— KALA BIO, Inc. (the “Company”) was incorporated on July 7, 2009, and is a clinical-stage biopharmaceutical company dedicated to the research, development and commercialization of innovative therapies for rare and severe diseases of the front and back of the eye.

Following the discontinuation of KPI-012 development in September 2025 after the CHASE Phase 2b clinical trial failed to meet its primary endpoints, the Company strategically repositioned ourselves to capitalize on the substantial intellectual property and research data generated during its mesenchymal stem cell secretome (MSC-S) platform development. the Company identified a significant market opportunity to transform our proprietary biological research assets into a next-generation artificial intelligence or AI platform specifically designed for biotechnology research applications.

This strategic pivot represents a fundamental transformation from a traditional clinical-stage biopharmaceutical company to an AI-powered biotechnology research intelligence platform provider, targeting the rapidly expanding artificial intelligence in the drug discovery market.

Strategic Initiative - On March 3, 2026, the Company and 2624465 Ontario Inc. o/a Younet AI, an Ontario corporation (“Younet”) entered into a Platform Development and Exclusive License Agreement (the “Agreement”) pursuant to which the Company obtained a worldwide exclusive license (the “Exclusive License”) of Younet’s proprietary, custom biomedical artificial intelligence research platform (the “Researgency Platform”), together with associated trademarks and intellectual property. See Note 16-Subsequent events for more details.

On November 15, 2021, the Company acquired Combangio, Inc. (“Combangio”), including its mesenchymal stem cell secretomes (“MSC-S”) platform and product candidate, which the Company refers to as KPI-012, for the treatment of persistent corneal epithelial defects (“PCED”)(collectively, the “Combangio Acquisition”). For accounting purposes, the transaction was accounted for as an asset acquisition, as substantially all of the fair value of the gross assets acquired was concentrated in a single asset, KPI-012.

LifeSci and Baker Settlement Agreements - On December 30, 2025, the Company entered into the Baker Settlement Agreement with Baker Bros. Advisors LP, pursuant to which the Company agreed to issue the Baker Shares to resolve certain claims relating to participation rights under prior financing arrangements (the “Baker Settlement”). In connection with the Baker Settlement, the Company and Baker Bros. Advisors LP also entered into a voting agreement pursuant to which Baker Bros. Advisors LP granted an irrevocable proxy in favor of us to vote the settlement shares and other specified shares in line with our Board of Directors’ recommendations for a period of six months. On December 30, 2025, the Company also entered into the LifeSci Settlement Agreement pursuant to which we agreed to issue the LifeSci Shares to settle certain payment obligations for financial advisory services.

Recent Equity Financings - Private Placements— On March 25, 2024, the Company entered into a Securities Purchase Agreement (the “March 2024 Securities Purchase Agreement”) with certain institutional investors named therein, pursuant to which the Company agreed to issue and sell, in a private placement priced at-the-market under Nasdaq rules, shares of Series G Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the “Series G Preferred Stock”), for aggregate gross proceeds of approximately $8,600 (the “March 2024 Private Placement”). Pursuant to the March 2024 Securities Purchase Agreement, the Company issued and sold to the purchasers at the closing

of the March 2024 Private Placement, 10,901 shares of Series G Preferred Stock, at a price per preferred share equal to $788.90. Costs incurred in connection with the March 2024 Private Placement were $62, which were recorded as a reduction to additional paid-in capital.

On June 26, 2024, the Company entered into a Securities Purchase Agreement (the “June 2024 Securities Purchase Agreement”) with certain institutional investors named therein, pursuant to which the Company agreed to issue and sell, in a private placement, shares of common stock and shares of Series H Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the “Series H Preferred Stock”), for aggregate gross proceeds of approximately $12,499 (the “June 2024 Private Placement”). Pursuant to the June 2024 Securities Purchase Agreement, the Company issued and sold to the purchasers at the closing of the June 2024 Private Placement, 1,197,314 shares of common stock, at a price per common share equal to $5.85, and 9,393 shares of Series H Preferred Stock, at a price per preferred share equal to $585.00. Costs incurred in connection with the June 2024 Private Placement were $218, which were recorded as a reduction to additional paid-in capital.

On December 29, 2024, the Company entered into a Securities Purchase Agreement (the “December 2024 Securities Purchase Agreement”) with certain institutional investors named therein, pursuant to which the Company agreed to issue and sell, in a private placement, shares of common stock and shares of Series I Convertible Non-Redeemable Preferred Stock, par value $0.001 per share, of the Company (the “Series I Preferred Stock”), for aggregate gross proceeds of approximately $10,750 (the “December 2024 Private Placement”). Pursuant to the December 2024 Securities Purchase Agreement, the Company issued and sold to the purchasers at the closing of the December 2024 Private Placement, 1,340,603 shares of common stock, at a price per common share equal to $6.44, and 3,286 shares of Series I Preferred Stock, at a price per preferred share equal to $644.00. Costs incurred in connection with the December 2024 Private Placement were $120, which were recorded as a reduction to additional paid-in capital.

On November 23, 2025 (the “SPA Effective Date”), we entered into a Securities Purchase Agreement (the “November 2025 Purchase Agreement”) with David Lazar, pursuant to which we agreed to issue and sell, in a private placement, shares of our Series AA Preferred Convertible Preferred Stock, par value $0.001 per share (the “Series AA Preferred Stock”) and our Series AAA Preferred Stock in two closings for aggregate gross proceeds of up to $6,000, subject to the terms and conditions set forth in the Securities Purchase Agreement (collectively, the “Private Placement”).

The first closing of the Private Placement occurred on November 24, 2025, pursuant to which we issued and sold to David Lazar an aggregate of 900,000 shares of Series AA Preferred Stock at a price per share equal to $2.00, for aggregate gross proceeds of $1,800. Each share of Series AA Preferred Stock is convertible into 55 shares of Common Stock for an aggregate total of 49,500,000 shares of Common Stock issuable upon conversion of the Series AA Preferred Stock. As of the date of this Annual Report on Form 10-K, there are 681,818 shares of Series AA Preferred Stock outstanding, which are convertible into 37,499,900 shares of Common Stock.

On December 11, 2025, David Lazar transferred his rights and obligations under the November 2025 Purchase Agreement solely with respect to the shares of Series AAA Preferred and the director nomination rights, to AK Holdings Group Inc., a Panamanian company (“AK Holdings”). On January 29, 2026, pursuant to the terms of that certain Rights Purchase Agreement by and among AK Holdings and each signatory thereto (the “Series AAA Investors”), AK Holdings sold its rights to purchase the Series AAA Preferred Stock (but not its director nomination rights under the November 2025 Purchase Agreement) to the Series AAA Investors.

On January 30, 2026, pursuant to the terms of a Securities Purchase Agreement (the “January 2026 Purchase Agreement” and together with the November 2025 Purchase Agreement, the “Purchase Agreements”), we issued and sold to the Series AAA Investors in a second closing of the Private Placement (the “Second Closing”), an aggregate of 2,100,000 shares of Series AAA Preferred Stock at a price per share of Series AAA Preferred Stock equal to $2.00, for aggregate gross proceeds of $4,200. The Second Closing occurred on January 30, 2026. The terms of the Series AAA Preferred Stock are substantially similar to the terms of the Series AA Preferred Stock. Each share of Series AAA Preferred Stock was convertible into 420 shares of common stock for an aggregate total of 882,000,000 shares of Common Stock issuable upon conversion of the Series AAA Preferred Stock. As of the date of this annual report, all of the shares of Series AAA Preferred Stock have been converted into common stock.

On January 8, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) providing for the sale and issuance by the Company of shares of its Common Stock from time to time, through or to Wainwright as the Company’s sales agent or principal in an “at the market offering” program and as set forth in the ATM Agreement (the “ATM Offering”). The aggregate market value of the shares of Common Stock eligible for sale under the prospectus supplement is currently $15,000.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Payment of offering cost	$ 218
Series G Convertible Non-Redeemable Preferred Stock
Preferred stock issuance costs	62
Series H Convertible Non-Redeemable Preferred Stock
Preferred stock issuance costs	$ 218

Stock-based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Number of Shares
Outstanding at the beginning of the period (in shares)	878,003
Granted, options (in shares)	689,525	317,139
Exercised options (in shares)	(885)	(1,281)
Forfeited options (in shares)	(377,603)
Outstanding at the end of the period (in shares)	1,189,040	878,003
Vested and expected to vest (in shares)	1,189,040
Options exercisable (in shares)	643,354
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 13.22
Granted (in dollars per share)	8.3
Exercised (in dollars per share)	7.23
Forfeited (in dollars per share)	10.49
Outstanding at the end of the period (in dollars per share)		$ 13.22
Options exercisable (in dollars per shares)	$ 12.19
Weighted Average Remaining Contractual Term
Weighted average period	6 years 8 months 12 days	8 years 7 months 6 days
Vested and expected to vest	6 years 8 months 12 days
Options exercisable	5 years
Aggregate Intrinsic Value
Outstanding at the beginning of the period (in dollars)	$ 23
Outstanding at the end of the period (in dollars)		$ 23

Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net loss attributable to common stockholders	$ (26,980)	$ (38,511)
Denominator:
Weighted Average Number of Shares Outstanding, Basic	8,148,275	3,796,047
Weighted Average Number of Shares Outstanding, Diluted	8,148,275	3,796,047
Net loss per share attributable to common stockholders, basic	$ (3.31)	$ (10.15)
Net loss per share attributable to common stockholders, diluted	$ (3.31)	$ (10.15)

- 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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-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

Commitments and Contingencies - Contingencies Related to Stanford and Merger Agreement (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2025	Jan. 31, 2024	Nov. 15, 2021
Achievement of specified development and regulatory milestones relating to KPI-012 product \| Maximum
Other Commitments
Annual license maintenance fees owed to Stanford for specific regulatory milestones			$ 1,075
Achievement of sales based milestone relating to KPI-012 product \| Maximum
Other Commitments
Annual license maintenance fees owed to Stanford for specific regulatory milestones			1,100
Combangio, Inc.
Other Commitments
Contingent upon specified development, regulatory and commercialization milestones					$ 40,000
Combangio, Inc. \| Maximum
Other Commitments
Contingent milestone consideration					105,000
Combangio, Inc. \| Achievement of sales based milestone relating to KPI-012 product
Other Commitments
Potential maximum payout for contingent consideration					$ 65,000
Combangio, Inc. \| First patient dosed with any product in phase 2 clinical trial, dosing milestone
Other Commitments
Contingent milestone consideration paid		$ 2,500	2,646
Contingent milestone consideration paid in shares value		$ 2,354	$ 2,354
Contingent milestone consideration paid in shares	105,038		105,038
Contingent milestone consideration			$ 105,000	$ 146

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Nov. 15, 2021	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2025	Dec. 31, 2024	Jan. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
(Gain) loss on fair value remeasurement of contingent consideration				$ (4,659)	$ 549
Combangio, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Number of shares	155,664
Combangio, Inc. \| Shares Issued on January 3, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Number of shares	136,314
Combangio, Inc. \| Shares not issued until escrow release date of March 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Number of shares	19,350
Combangio, Inc. \| First patient dosed with any product in phase 2 clinical trial, dosing milestone
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Contingent milestone consideration				105,000		$ 146
Contingent milestone consideration paid			$ 2,500	2,646
Contingent milestone consideration paid in shares value			$ 2,354	$ 2,354
Contingent milestone consideration paid in shares		105,038		105,038
Combangio, Inc. \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Contingent milestone consideration	$ 105,000

Accrued Expenses

12 Months Ended

Dec. 31, 2025

Accrued Expenses

Accrued Expenses

Note 6: Accrued Expenses

Accrued expenses and other current liabilities consisted of the following:


	December 31,		December 31,
	2025		2024
Professional services	$	800	$	414
Development costs		269		736
Compensation and benefits		180		2,390
Accrued revenue reserves (1)		155		350
Contract manufacturing		—		672
Other		104		413
Accrued expenses and other current liabilities	$	1,508	$	4,975

(1)

These amounts represent estimated provisions for product returns, rebates and discounts, prior to the sale of the Commercial Business to Alcon. Estimated provisions were deducted from gross revenues at the time revenues were recognized and are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets. These provisions reflected the Company’s best estimates of the amount of consideration to which it was entitled based on the terms of the contract.

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)	$ (26,980)	$ (38,511)

- 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

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation—The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kala Pharmaceuticals Security Corporation, which is a Massachusetts subsidiary created to buy, sell and hold securities, and Combangio. All intercompany transactions and balances have been eliminated.

Basis of Presentation

Basis of Presentation—The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated only limited revenues from product sales of EYSUVIS and INVELTYS prior to the sale of the Commercial Business to Alcon in July 2022 and has incurred recurring losses and negative cash flows from operations, including a net loss of $26,980 and $38,511, for the years ended December 31, 2025 and 2024, respectively, and used cash in operations of $31,991 and $29,382, in the years ended December 31, 2025 and 2024, respectively. The Company has financed its operations to date primarily through proceeds from the sale of the Commercial Business to Alcon, its initial public offering of common stock, follow-on public offerings of common stock and sales of its common stock under its at-the-market offering facility, private placements of common stock and preferred stock, borrowings under credit facilities and the Loan and Security Agreement with Oxford Finance LLC (the “Loan Agreement”), disbursements under a grant from California Institute for Regenerative Medicine (“CIRM”) upon achievement of specified milestones, convertible promissory notes and warrants.

Liquidity and Ability to Continue as a Going Concern

Liquidity and Ability to Continue as a Going Concern— Since inception, the Company has incurred significant losses from operations and negative cash flows from operations including a net loss of $26,980 and $38,511 for the years ended December 31, 2025 and 2024, respectively, and cash used in operating activities of $31,991 and $29,382 in the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had an accumulated deficit of $694,900.

Prior to the recent cessation of our research and development activities, the Company had devoted substantially all of its financial resources and efforts to research and development, including preclinical studies and clinical trials, and, prior to the sale of the Commercial Business to Alcon in July 2022, engaging in activities to launch and commercialize EYSUVIS and INVELTYS. The Company devoted substantially all of its financial resources to the research and development of KPI-012 for PCED and any other indications the Company determined to pursue, including Limbal Stem Cell Deficiency. The Company may never achieve or maintain profitability. Net losses may fluctuate significantly from quarter-to-quarter and year-to-year.

During the first, second and third quarters of 2025, the Company concluded there was substantial doubt regarding the Company’s ability to continue as a going concern. However, on September 29, 2025, the Company announced that it was determined to cease development of KPI-012 and its MSC-S platform and to take steps to preserve cash as the Company explores its strategic options. In connection with such decisions, the Company stopped all spending on the KPI-012 project and approved a major reduction in the Company’s workforce. During the fourth quarter of 2025, the Company entered into purchase agreement with certain institutional investors, raised capital and changed management. The Company also recently shifted its focus to develop an on-premises Artificial Intelligence (“AI”) infrastructure platform for the biotech industry. Based on these recent developments and as a result, the Company has concluded that management’s plans do alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve months after the date these consolidated financial statements are issued.

Use of Estimates

Use of Estimates— The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expense, and related disclosures. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. Estimates and assumptions relied upon in preparing these consolidated financial statements relate to, but are not limited to, the present value of lease liabilities and the corresponding right-of-use assets, the fair value of warrants, stock-based compensation, accrued expenses, contingent consideration, grant income and deferred grant income, the valuation of embedded derivatives and the recoverability of the Company’s net deferred tax assets and related valuation allowance. Actual results may differ from these estimates under different assumptions or conditions.

Grant Income

Grant Income— Grant income consists of amounts earned from incurring costs to support the CHASE Phase 2b clinical trial of KPI-012 for PCED, as well as product process characterization and analytical development from the program due to the receipt of the CIRM Award. The grant between the Company and CIRM is subject to a co-funding requirement and generally provides for the Company to meet certain milestones in order for funds to be provided. The Company accounts for grants received to perform research and development activities in accordance with Accounting Standards Codification (“ASC”) Topic 730-20, Research and Development Arrangements, which requires an assessment, at the inception of the grant, of whether the grant is a liability or a contract to perform research and development activities. If the Company is obligated to repay the grant funds to the grantor regardless of the outcome of the research and development activities, then the Company is required to estimate and recognize that liability. Alternatively, if the Company is not required to repay, or if it is required to repay the grant funds to the grantor only if the research and development activities are successful, then the grant agreement is accounted for as a contract to perform research and development activities, in which case, grant income is recognized as the related research and development expenses are incurred. Costs of grant income are recorded as a component of research and development expenses in the Company’s consolidated statements of operations and comprehensive loss.

Grant funds received in advance were recorded as deferred grant income on the consolidated balance sheets. Management had determined that the Company was the principal participant under the Company’s CIRM Award, and accordingly, the Company recorded amounts earned under this arrangement as grant income on the consolidated statements of operations and comprehensive loss.

Contingent Consideration

Contingent Consideration—In addition to upfront consideration and Deferred Purchase Consideration (as defined below) (see Note 3), the Company’s asset acquisitions may also include contingent consideration payments to be made for future milestone events. The Company assesses whether such contingent consideration is required to be recorded at fair value on the date of the acquisition and subsequently remeasured to fair value at each reporting date. Contingent consideration payments in an asset acquisition not required to be accounted for at fair value are recognized when the contingency is resolved, and the consideration is paid or becomes payable. Changes to contingent consideration obligations can result from changes to discount rates, accretion of the liability due to the passage of time,

changes in the Company’s estimates of the likelihood or timing of achieving certain milestones. Any changes in the fair value of these contingent consideration liabilities are included in loss from operations in the consolidated statements of operations and comprehensive loss.

Derivative Instruments

Derivative Instruments—ASC 815, Derivatives and Hedging, (“ASC 815”) requires companies to bifurcate certain conversion options and redemption features from their host instruments and account for them as free-standing derivative financial instruments should certain criteria be met. The Company evaluates its financial instruments, including its debt arrangements, to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations and comprehensive income each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s consolidated balance sheet.

Cash and Concentration of Credit Risk

Cash and Concentration of Credit Risk—Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, if any, and accounts receivable, if any. Periodically, the Company maintains cash, cash equivalents, short-term investments in accredited financial institutions in excess of federally insured limits. The Company deposits its cash, cash equivalents, short-term investments, if any, in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company had no revenue during the years ended December 31, 2025 and 2024. The Company has no financial instruments with off-balance sheet risk of loss.

Cash Equivalents

Cash Equivalents—The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents.

Investments

Investments—The Company determines the appropriate classification of its investments at the time of purchase. The Company’s investments are classified as available-for-sale in accordance with ASC Topic 320, Investments—Debt and Equity Securities. The Company classifies investments available to fund current operations as current assets on its consolidated balance sheets. Investments are classified as long-term assets on the consolidated balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year.

Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in comprehensive loss on the consolidated statements of operations and comprehensive loss and in accumulated other comprehensive income or loss on the consolidated balance sheets. Realized gains and losses, interest income earned on the Company’s cash, cash equivalents and investments, and amortization or accretion of discounts and premiums on investments are included within other income (expense).

The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. The Company did not record any such impairments during the years ended December 31, 2025 or 2024.

Leases

Leases—At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one-year or less. Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

The components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available to entities. Entities electing the practical expedient would not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company’s facilities operating leases had lease and non-lease components which the Company has elected to use the practical expedient and account for each lease component and related non-lease component as one single component. The lease component resulted in a right-of-use asset being recorded on the consolidated balance sheets and amortized as lease expense on a straight-line basis to the consolidated statements of operations and comprehensive loss.

Property and Equipment, net

Property and Equipment, net—Property and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Depreciation expense is included in loss from operations on the consolidated statements of operations and comprehensive loss. Laboratory equipment and office and computer equipment is depreciated over three to five years. Leasehold improvements are depreciated over the shorter of their useful life or the life of the lease. Major additions and upgrades are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations on the consolidated statements of operations and comprehensive loss.

Patent Costs

Patent Costs—Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss.

Advertising Costs

Advertising Costs—Advertising costs are expensed as incurred. The Company incurred no advertising costs for the years ended December 31, 2025 and 2024.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the undiscounted cash flows are insufficient to recover the carrying value, the assets are recorded at the lesser of the carrying value or fair value. As a result of the recent decision to cease development of KPI-012 and our MSC-S platform, the Company recorded $549 impairment charges for the year ended December 31, 2025. No impairment charges were recorded for the year ended December 31, 2024.

Segment Information

Segment Information—Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as one operating and reportable segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on the development and commercialization of innovative therapies for rare and severe diseases of the front and back of the eye. All of the Company’s tangible assets are held in the United States.

The CODM uses net loss as reported on the consolidated statements of operations and comprehensive loss to analyze cash flows in assessing performance of the segment and deciding how to allocate resources. The measure of segment assets is reported on the consolidated balance sheet as total assets.

The table below provides information about the Company’s segment, including significant segment expenses, other segment items and a reconciliation to net loss:


	Year Ended
	December 31,
	2025		2024
Costs and expenses:
Research and development:
KPI‑012 development costs	$	8,156	$	10,170
Employee‑related costs for research and development personnel		8,928		10,757
Other research and development costs (1)		1,696		1,167
General and administrative		23,629		18,340
Other segment expense (income), net (2)		(15,429)		(1,923)
Net loss	$	(26,980)	$	(38,511)

(1)

Includes facility related costs and depreciation.

(2)

Includes Impairment of right-of-use assets, (Gain) loss on fair value remeasurement of contingent consideration, Interest income, Interest expense, Grant income, gain on settlements, Gain on extinguishment of debt and Other income, net.

Research and Development Costs

Research and Development Costs—Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, an allocation of facilities expenses, overhead expenses and other outside expenses. Research and development costs are expensed as incurred. The Company expenses costs relating to the production of inventory for its product candidates as research and development expenses within its consolidated statements of operations and comprehensive loss in the period incurred, until the point the Company believes regulatory approval and subsequent commercialization of the product candidate is probable and it expects the future economic benefit from sales of the drug to be realized. Research and development costs that are paid in advance of performance, including nonrefundable prepayments for goods or services, are deferred and capitalized as a prepaid expense. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered.

Accrued Expenses

Accrued Expenses—The Company accrues for variable consideration related to rebates, sales incentives and allowances, and returns. Such estimates are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of the accrued expense. The Company also accrues expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. Payments under some of these contracts depend on clinical trial milestones. There may be instances in which payments made to the Company’s vendors will exceed the level of services

provided and result in a prepayment of expenses. 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. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly.

Stock-Based Compensation

Stock-Based Compensation—The Company accounts for all stock-based awards granted as compensation expense at fair value. The Company generally issues stock-based awards with the measurement date for awards as the date of grant. Stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. For performance awards whose vesting is contingent upon a specified event, the Company recognizes stock-based compensation expense over the derived service period, based on the probability of achievement of the specified event. The Company recognizes compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the function to which the related services are provided, or until related expense is recognized.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The Company previously lacked sufficient company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies in addition to its own historical volatility. Beginning in the second half of 2023, the Company determined it had adequate historical data regarding the volatility of its own traded stock price and began exclusively using its own historical volatility. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. The fair value of restricted stock units (“RSUs”) are equal to the closing sale price of the Company’s common stock on the date of grant.

Income Taxes

Income Taxes—Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the consolidated financial statement carrying amounts and the tax basis of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As a result, reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present.

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 income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (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. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no contractual obligation to share in losses. For all periods presented, the two-class method was not applicable.

Basic net loss per share attributable to common stockholders is computed using the weighted-average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders is computed using the weighted average number of common shares outstanding during the period and, if dilutive, the weighted average number of potential shares of common stock, including the assumed exercise of stock options and warrants, the issuance of unvested RSUs and convertible preferred stock using the if-converted method.

The weighted average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants, unvested RSUs and convertible preferred stock using the if-converted method. Common stock equivalent shares are excluded from the computation of diluted net loss per share attributable to common stockholders if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2025 and 2024. See Note 12, “Loss Per Share”, for further information.

Recently Issued and adopted Accounting Pronouncements

Recently Issued and adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. As of December 31, 2024, the Company adopted ASU 2023-07. Other than additional disclosure, the adoption of ASU 2023-07 had no impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose further information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025, and it affects only the Company's disclosures and does not impact its results of operations or financial condition.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated expense information in the notes to the financial statements related to purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses for each statement of earnings line item that contains those expenses. ASU No. 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance is to be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. During the year ended December 31, 2025, the Company retrospectively adopted this ASU and it did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on our company’s consolidated financial statements.

Summary of Significant Accounting Policies - Basis of Presentation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Net loss	$ (26,980)	$ (38,511)
Cash used in operations	$ (31,991)	$ (29,382)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

Lease (Tables)

12 Months Ended

Dec. 31, 2025

Lease

Schedule of lease cost


		Year Ended
		December 31,
		2025			2024
Lease cost
Operating lease cost		$	546		$	596
Short-term lease cost			37			34
Variable lease cost			179			209
Total lease cost		$	762		$	839

Operating cash outflows from operating leases		$	550		$	581

Schedule of weighted average remaining lease term and weighted average discount rate of operating leases


	December 31,	December 31,
	2025	2024
Weighted average remaining lease term	-	3.7 years
Weighted average discount rate	-	13.1%

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Loss Per Share

Schedule of computation of basic and diluted net loss per share


	Year Ended
	December 31,
	2025		2024
Numerator:
Net loss attributable to common stockholders	$	(26,980)	$	(38,511)
Denominator:
Weighted-average common shares outstanding, basic and diluted (1)		8,148,275		3,796,047

Net loss per share attributable to common stockholders, basic and diluted	$	(3.31)	$	(10.15)

(1)

Included in the weighted-average common shares outstanding, basic and diluted are vested but deferred shares for which all contingencies have been satisfied.

Schedule of outstanding securities excluded from the computation of diluted weighted average shares outstanding as they would have been anti-dilutive


	Year Ended
	December 31,
	2025		2024
Options to purchase shares of common stock		1,373,291		905,645
Unvested RSUs		360,039		621,886
Unexercised warrants		3,060		4,223
Convertible preferred stock (as converted to common stock)		18,433,000		7,294,125
		20,169,390		8,825,879

Warrants (Tables)

12 Months Ended

Dec. 31, 2025

Warrants

Schedule of outstanding warrants


					Shares Exercisable at
	Exercise		Expiration	Exercisable	December 31,	December 31,
Issued	Price Per Share		Date	From	2025	2024
2016	$	413.50	October 2026	September 2017	290	290
2018	$	609.23	October 2025	October 2018	—	3,693
					290	3,983

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt

Schedule of carrying value of debt


		December 31,			December 31,
		2025			2024
Principal loan balance		$	—		$	29,284
Unamortized debt discount and issuance cost			—			(225)
Cumulative accretion of exit fee			—			1,379
Total debt		$	—		$	30,438
Less: current portion of long-term debt			—			(10,336)
Long-term debt, net		$	—		$	20,102

Defined Contribution Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Defined Contribution Plan
Matching contribution by employer	$ 134	$ 160

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2: Summary of Significant Accounting Policies

The Company had no revenue during the years ended December 31, 2025 and 2024. The Company has no financial instruments with off-balance sheet risk of loss.

Cash Equivalents—The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents.

Advertising Costs—Advertising costs are expensed as incurred. The Company incurred no advertising costs for the years ended December 31, 2025 and 2024.

The table below provides information about the Company’s segment, including significant segment expenses, other segment items and a reconciliation to net loss:


	Year Ended
	December 31,
	2025		2024
Costs and expenses:
Research and development:
KPI‑012 development costs	$	8,156	$	10,170
Employee‑related costs for research and development personnel		8,928		10,757
Other research and development costs (1)		1,696		1,167
General and administrative		23,629		18,340
Other segment expense (income), net (2)		(15,429)		(1,923)
Net loss	$	(26,980)	$	(38,511)

(1)

Includes facility related costs and depreciation.

(2)

Recently Issued and adopted Accounting Pronouncements

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value of Financial Instruments

Schedule of assets and liabilities measured at fair value on a recurring basis

December 31, 2025

Fair Value

Level 1

 

Level 2

 

Level 3

Assets:

Cash equivalents

—

Total Assets

—


	December 31, 2024
	Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	39,707	$	39,707	$	—	$	—
Total Assets	$	39,707	$	39,707	$	—	$	—
Liabilities:
Contingent consideration - Non-Current	$	4,659	$	—	$	—	$	4,659
Total Liabilities	$	4,659	$	—	$	—	$	4,659

Schedule of fair values of warrants, using the Black Scholes option pricing model


	Fair Value at
	December 31,				Range
Financial Instrument	2025		Valuation Technique	Unobservable Input	(Average)
Contingent consideration	$	-	Probability-adjusted	Period of expected milestone achievement	2026 - 2028 (2028)
			discounted cash flow model	Probabilities of achievement	16.6% - 35.5% (23.4%)
				Discount rate	15.5%


	Fair Value at
	December 31,				Range
Financial Instrument	2024		Valuation Technique	Unobservable Input	(Average)
Contingent consideration	$	4,659	Probability-adjusted	Period of expected milestone achievement	2026 - 2028 (2028)
			discounted cash flow model	Probabilities of achievement	16.6% - 35.5% (23.4%)
				Discount rate	14.3%

Schedule of changes in Level 3 fair value measurements


Contingent consideration
Balance at January 1, 2024	$	4,110
Fair value adjustments		549
Balance at December 31, 2024	$	4,659
Fair value adjustments		(4,659)
Balance at December 31, 2025	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Taxes

Schedule of income tax reconciliation based on federal statutory rate


	Year Ended December 31, 2025
Federal statutory income tax rate	$	(5,733)		21.0	%
Effect of:
State income taxes, net of federal benefit		—		—
Change in Valuation Allowance		7,449		(27.3)
Nontaxable or Nondeductible Items:
Stock Based Compensation Permanent		2,139		(7.8)
Mark to Market		(978)		3.6
Other Nontaxable or Nondeductible Items		82		(0.3)
Tax Credits:
Federal R&D and Orphan Drug Credits		(2,945)		10.8
Other		(14)		0.1
	$	—		—	%

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2024 is as follows:
			Year Ended December 31, 2024
Federal statutory income tax rate			21.0		%
Effect of:
State income taxes, net of federal benefit			6.5
Research and development tax credits			3.0
Stock-based compensation			(3.9)
Change in valuation allowance			(26.3)
Other			(0.3)
Effective income tax rate			—		%

Schedule of net deferred tax assets


		December 31,
		2025			2024
Deferred tax assets:
Net operating loss carryforwards		$	131,286		$	121,135
Capitalized research and development and start-up expenditures			9,865			13,878
Research and development tax credit carryforwards			5,492			2,476
Stock-based compensation			—			1,203
Lease liabilities			—			535
Rebates, incentives, trade discounts and allowances			43			103
Other			177			676
Total deferred tax assets		$	146,863		$	140,006

Deferred tax liabilities:
Right-of-use assets			—			(499)
Total deferred tax liabilities		$	—		$	(499)
Valuation allowance		$	(146,863)		$	(139,507)
Net deferred tax assets		$	—		$	—

Summary of changes in valuation allowance


	Year Ended
	December 31,
	2025
Beginning Balance	$	139,507
Change charged to income tax expense		7,356
Changes charged to OCI		—
Changed charged to goodwill		—
Ending Balance	$	146,863

Summary of Significant Accounting Policies - PPE, Asset Impairment and Tax Incentives (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Impairment of Long-Lived Assets
Impairment charges	$ 549	$ 0
Impairment Long Lived Asset Held For Use Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	true
Selling, general and administrative expenses
Advertising Costs
Advertising expenses	$ 0	$ 0
Laboratory equipment \| Minimum
Property and Equipment, net
Useful life (in years)	3 years
Laboratory equipment \| Maximum
Property and Equipment, net
Useful life (in years)	5 years
Office equipment \| Minimum
Property and Equipment, net
Useful life (in years)	3 years
Office equipment \| Maximum
Property and Equipment, net
Useful life (in years)	5 years
Computer hardware and software \| Minimum
Property and Equipment, net
Useful life (in years)	3 years
Computer hardware and software \| Maximum
Property and Equipment, net
Useful life (in years)	5 years

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We have certain processes for assessing, identifying and managing cybersecurity risks, which are designed to help protect our information assets and operations from internal and external cyber threats, as well as secure our networks and systems. Such processes, which are implemented principally through an outside information technology management/cybersecurity consultant and a computer security firm that we have engaged, include procedural and technical safeguards, response plans, incident simulations and routine review of our policies and procedures to identify risks and refine our practices. Our computer security firm serves as our managed security services provider, and its services include managed detection and response, incident management, managed security awareness and a quarterly risk assessment. Our information technology management/cybersecurity consultant has responsibility for managing detection and incident response in consultation with our managed security services provider. We considered the internal risk oversight programs of our information technology management/cybersecurity consultant and our managed security services provider before engaging them. As part of our overall risk mitigation strategy, we also maintain cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches. While we have not experienced any material losses relating to cyber-attacks, in 2019 we were the subject of a successful phishing attempt. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. The Audit Committee of our Board, provides direct oversight over cybersecurity risk. Our Audit Committee and Board of Directors receive periodic updates from our Chief Business Officer together with our outside information technology management/cybersecurity consultant, and the Audit Committee and Board of Directors is notified between such updates regarding significant new cybersecurity threats or incidents. Our Chief Business Officer is responsible for the management oversight of company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us to address cybersecurity risks. Our Chief Business Officer has many years of experience overseeing company-wide legal and compliance risks. Our Chief Business Officer is supported by our outside information technology management/cybersecurity consultant and our managed security services provider. We have also established a cross-functional Cybersecurity Committee led by our Chief Business Officer serving as the chair and consisting of senior leaders within our organization. The Cybersecurity Committee, with assistance from our outside information technology management/cybersecurity consultant, oversees our cybersecurity policy, which includes risk assessment, investments in cybersecurity technologies, cybersecurity insurance and review of relevant information technology policies. In an effort to deter and detect cyber threats, we provide all employees, including part-time and temporary employees, with periodic cybersecurity training. This training program covers timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use and mobile security, and educates employees on the importance of reporting all cybersecurity incidents immediately. We also use technology-based tools to mitigate cybersecurity risks and to bolster our employee-based cybersecurity programs.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have certain processes for assessing, identifying and managing cybersecurity risks, which are designed to help protect our information assets and operations from internal and external cyber threats, as well as secure our networks and systems. Such processes, which are implemented principally through an outside information technology management/cybersecurity consultant and a computer security firm that we have engaged, include procedural and technical safeguards, response plans, incident simulations and routine review of our policies and procedures to identify risks and refine our practices. Our computer security firm serves as our managed security services provider, and its services include managed detection and response, incident management, managed security awareness and a quarterly risk assessment. Our information technology management/cybersecurity consultant has responsibility for managing detection and incident response in consultation with our managed security services provider. We considered the internal risk oversight programs of our information technology management/cybersecurity consultant and our managed security services provider before engaging them. As part of our overall risk mitigation strategy, we also maintain cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.
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 Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee of our Board
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our Audit Committee and Board of Directors receive periodic updates from our Chief Business Officer together with our outside information technology management/cybersecurity consultant, and the Audit Committee and Board of Directors is notified between such updates regarding significant new cybersecurity threats or incidents.
Cybersecurity Risk Role of Management [Text Block]	Our Chief Business Officer is responsible for the management oversight of company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us to address cybersecurity risks. Our Chief Business Officer has many years of experience overseeing company-wide legal and compliance risks. Our Chief Business Officer is supported by our outside information technology management/cybersecurity consultant and our managed security services provider. We have also established a cross-functional Cybersecurity Committee led by our Chief Business Officer serving as the chair and consisting of senior leaders within our organization. The Cybersecurity Committee, with assistance from our outside information technology management/cybersecurity consultant, oversees our cybersecurity policy, which includes risk assessment, investments in cybersecurity technologies, cybersecurity insurance and review of relevant information technology policies.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Chief Business Officer
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our Chief Business Officer has many years of experience overseeing company-wide legal and compliance risks

Stock-based Compensation - Stock Incentive Plans (Details) - USD ($)		12 Months Ended
	Jun. 22, 2023	Dec. 31, 2025	Dec. 31, 2024
Stock-based compensation
Common stock available for future grant		54,025,973	9,501,059
Employee and Non-Employee Stock Options
Stock-based compensation
Common stock available for future grant		37,588	35,347
Options expiry term		10 years
Vesting period		4 years
2017 Equity Incentive Plan
Stock-based compensation
Number of additional shares authorized for issuance under share-based payment arrangement	1,250,000	527,508
Shares authorized	7,738,761
Annual limit on non-employee director compensation for incumbent directors	$ 750,000
Annual limit on non-employee director compensation for director's first year of service	$ 1,000,000
Options expiry term	10 years
Annual increase in the number of shares (as a percent)		4.00%

Stock-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Stock-based compensation
Stock based compensation expense	$ 6,995	$ 8,389
Research and development
Stock-based compensation
Stock based compensation expense	1,292	2,635
General and administrative
Stock-based compensation
Stock based compensation expense	$ 5,703	$ 5,754

- 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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-Topic 718
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-Name Accounting Standards Codification
-Section 50
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-Topic 718
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-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

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-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events

Subsequent Events

Note 16: Subsequent Events

Series AAA Private Placement

As disclosed in Note 10, on November 25, 2025, the Company entered into a Securities Purchase Agreement, with the Series AA Investor, pursuant to which the Company agreed to issue and sell, in a private placement, shares of the Series AA Preferred Stock and the Series AAA Preferred Stock of the Company in two closings for aggregate gross proceeds of up to $6.0 million.

On December 11, 2025, the Series AA Investor transferred his rights and obligations under the Securities Purchase Agreement solely with respect to the shares of Series AAA Preferred and the director nomination right to AK Holdings Group Inc., a Panamanian company (“AK Holdings”). On January 29, 2026, pursuant to the terms of that certain Rights Purchase Agreement by and among AK Holdings and each signatory thereto (the “Series AAA

Investors”), AK Holdings sold its rights to purchase the Series AAA Preferred Stock (but not its director nomination rights under the November 2025 Purchase Agreement) to the Series AAA Investors.

On January 30, 2026, the Company entered into that certain Securities Purchase Agreement (the “Series AAA Purchase Agreement”) with each of the Series AAA Investors pursuant to which the Company agreed to issue and sell to the Series AAA Investors at second closing of the Private Placement, an aggregate of 2,100,000 shares of Series AAA Preferred Stock at a price per share of Series AAA Preferred Stock equal to $2.00, for aggregate gross proceeds of $4,200. The Closing occurred on January 30, 2026, following (A) the approval at the Annual Meeting of the Issuance Proposal and the Share Increase Proposal (each as defined herein), (B) the filing with the Secretary of State of the State of Delaware of the (i) Certificate of Amendment (as defined herein) and (ii) Certificate of Designations, Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock (the “Certificate of Designations”), and (C) the satisfaction of other customary closing conditions. The terms of the Series AAA Preferred Stock are substantially similar to the terms of the Series AA Preferred Stock. Each share of Series AAA Preferred Stock was convertible into 420 shares of Common Stock for an aggregate total of 882,000,000 shares of Common Stock issuable upon conversion of the Series AAA Preferred Stock. The Purchase Agreement contains customary representations, warranties and agreements by the Company and customary closing conditions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties thereto and as of specific dates and may be subject to limitations agreed upon by the contracting parties. All of the shares of Series AAA Preferred Stock have been converted to common stock.

License Agreement

On March 3, 2026 (the “Effective Date”), the Company and 2624465 Ontario Inc. o/a Younet AI, an Ontario corporation (“Younet”) entered into a Platform Development and Exclusive License Agreement (the “Agreement”) pursuant to which the Company obtained a worldwide exclusive license (the “Exclusive License”) of Younet’s proprietary, custom biomedical artificial intelligence research platform (the “Researgency Platform”), together with associated trademarks and intellectual property. The term of the Agreement is for 12 months following the Effective Date (the “Initial Term”), with the option by the Company to renew the agreement for successive 12 months terms (each, a “Renewal Term”), in each case by providing notice to Younet pursuant to the terms of the Agreement (the “Extension Notice”). Pursuant to the Agreement, Younet shall also provide to the Company certain deliverables and services related to the Researgency Platform, with certain additional deliverables to be provided by Younet in the event of a Renewal Term, in each case with all operating costs relating to the Researgency Platform to be paid by the Company.

In consideration of the services to be performed by Younet under the Agreement, the Company has agreed to pay to Younet for the Initial Term a cash fee of up to $530 consisting of (i) $80 in cash, which was paid by the Company on the Effective Date, and (ii) in the event the Company delivers to Younet a written notice electing to engage Younet for the continued development of Researgency, $450 in cash, payable in 9 monthly installments of $50, pursuant to the terms of the Agreement. Such notice may be provided at any time on or after the first business day of the third month following the Effective Date and such continued development may be terminated upon 30 days notice by the Company. In addition, the Company has agreed to issue to Younet 5,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), within 10 business days of the Effective Date. In addition, each time the Agreement is extended for a Renewal Term, the Company shall (i) pay to Younet $250 in cash and (ii) issue to Younet 5,000,000 shares of Common Stock within 10 business days of the Extension Notice. Any shares of Common Stock issuable to Younet pursuant to the Agreement shall herein be referred to as the “Younet Shares.” Except for certain block trades, during the Term (as defined in the Agreement) and for the twelve months thereafter, Younet shall not sell any Younet Shares on any Trading Day (as defined in the Agreement) in an amount that exceeds 3% of the Daily Trading Volume (as defined in the Agreement) for such Trading Day.

In addition, Younet has granted to the Company an irrevocable option, exercisable at any time during the Initial Term or any Renewal Terms, to acquire all of the issued and outstanding equity interests of Younet, or, at the Company’s election, substantially all of the assets of Younet, for a total purchase price of $55,000, subject to the terms of the Agreement.

If the Company does not deliver an Extension Notice prior to the expiration of the Initial Term or any Renewal Term, the Agreement shall expire automatically at the end of the applicable term. In addition, the Agreement may be terminated by either party (i) for uncured material breach or (ii) due to the insolvency of the other party. Upon termination or expiration, (a) the Exclusive License will terminated, (b) all licenses granted to Younet with respect to KALA Data (as defined in the Agreement) will immediately terminate, (c) all licenses granted to the Company with respect to Younet Background IP (as defined in the Agreement) will survive in accordance with their terms, and (d) all Work Product (as defined in the Agreement) completed as of the date of termination shall be delivered to and owned by the Company.

The License Agreement additionally includes customary representations and warranties, covenants, and indemnification obligations for a transaction of this nature.

Loan and Security Agreement

On February 9, 2026, the Company made a loan (the “Loan”) in the principal amount of $7,000, evidenced by a secured promissory note (the “Note”) to Minglemint Solutions LLC (“Borrower”) in connection with the Company’s determination that a portion of its cash on hand was in excess of its near-term working capital requirements and operational needs. In order to optimize the return on such excess cash, rather than holding the full balance in a bank deposit account, which offered a materially lower yield, the Company elected to deploy that portion into the Loan, which bears interest at a rate of 8.0% per annum. The Company believes that the interest rate obtained under the Loan, together with the security interest granted to the Company over all fixtures and personal property of the Borrower, provides a more favorable risk-adjusted return on idle cash than the return available through conventional bank deposit arrangements, while preserving the Company’s ability to meet its anticipated working capital and operational obligations. The Loan bears interest at a rate of 8.0% per annum, and is due and payable on February 9, 2027.

The Note includes customary event of default provisions, including, but not limited to, for a breach of any representations and warranties or covenants, any bankruptcy or insolvency proceedings of the Borrower, and the failure of the Borrower to pay, upon 15 days’ written notice of default, any principal amount of the Loan or interest due. The Note provides for a default interest rate of 13.0%. As described in the Note, upon the occurrence of certain events of default, the Company may, among other remedies, declare the outstanding balance of the Note including all accrued interest thereon immediately due and payable.

Additionally, the Note is secured by a continuing first priority lien and security interest in all fixtures and personal property of the Borrower (the “Collateral”), pursuant to the security agreement with the Borrower dated February 9, 2026 (the “Security Agreement”). The Collateral includes, but is not limited to, all accounts, goods, documents, instruments, securities and investment properties, money, accounts and rights to payment of the Borrower, and any proceeds, records and obligations relating to the foregoing, as more fully detailed in the Security Agreement.

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Stock-based Compensation

Summary of option activity


							Weighted
				Weighted			Average
				Average			Remaining		Aggregate
		Number of		Exercise			Contractual		Intrinsic
		Shares		Price			Term		Value
							(Years)		(in thousands)
Outstanding as of January 1, 2025		878,003		$	13.22		8.6		$	23
Granted		689,525			8.30
Exercised		(885)			7.23
Forfeited		(377,603)			10.49
Outstanding as of December 31, 2025		1,189,040		$	—		6.7		$	—
Vested or expected to vest as of December 31, 2025		1,189,040		$	—		6.7		$	—
Options exercisable as of December 31, 2025		643,354		$	12.19		5.0		$	—

Schedule of assumptions used in determining fair value of the stock options granted


	2025			2024
Expected volatility	107.8%	–	114.1%	107.9%	–	110.3%
Risk-free interest rate	3.80%	–	4.47%	3.46%	–	4.41%
Expected dividend yield		0%			0%
Expected term (in years)	5.24	–	6.02	5.50	–	6.07

Schedule of stock based compensation expense


	Year Ended
	December 31,
	2025		2024
Research and development	$	1,292	$	2,635
General and administrative		5,703		5,754
Total	$	6,995	$	8,389

Summary of the outstanding RSUs


			Weighted Average
			Grant Date
	Shares		Fair Value
Unvested and outstanding balance as of January 1, 2025	544,117	$	21.67
Changes during the period:
Granted	106,725		7.07
Vested	(311,509)		24.64
Forfeited	(152,870)		15.36
Unvested and outstanding balance as of December 31, 2025	186,463
Vested and deferred balance as of December 31, 2025	44,484

Stock-based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Assumptions used in determining fair value of the stock options granted
Expected volatility (minimum)	107.80%	107.90%
Expected volatility (maximum)	114.10%	110.30%
Risk-free interest rate (minimum)	3.80%	3.46%
Risk-free interest rate (maximum)	4.47%	4.41%
Expected dividend yield	0.00%	0.00%
Minimum
Assumptions used in determining fair value of the stock options granted
Expected term (in years)	5 years 2 months 26 days	5 years 6 months
Maximum
Assumptions used in determining fair value of the stock options granted
Expected term (in years)	6 years 7 days	6 years 25 days

Fair Value of Financial Instruments - Quantitative Information and Assumptions (Details) - Level 3 - Contingent consideration $ in Thousands	Dec. 31, 2025	Dec. 31, 2024 USD ($)
Fair Value Measurements
Financial liabilities by level within fair value hierarchy		$ 4,659
Discounted cash flow model \| Probabilities of achievement \| Minimum
Fair Value Measurements
Measurement input	0.166	0.166
Discounted cash flow model \| Probabilities of achievement \| Maximum
Fair Value Measurements
Measurement input	0.355	0.355
Discounted cash flow model \| Probabilities of achievement \| Average
Fair Value Measurements
Measurement input	0.234	0.234
Discounted cash flow model \| Discount rate
Fair Value Measurements
Measurement input	0.155	0.143

Warrants

12 Months Ended

Dec. 31, 2025

Warrants

Warrants

Note 9: Warrants

The Company has issued warrants in connection with debt transactions that were completed in 2018 and prior.

The following table summarizes the common stock warrants outstanding as of December 31, 2025 and 2024, each exercisable into the number of shares of common stock set forth below as of the specified dates:


					Shares Exercisable at
	Exercise		Expiration	Exercisable	December 31,	December 31,
Issued	Price Per Share		Date	From	2025	2024
2016	$	413.50	October 2026	September 2017	290	290
2018	$	609.23	October 2025	October 2018	—	3,693
					290	3,983

Summary of Significant Accounting Policies - Liquidity and Ability to Continue as a Going Concern (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies
Net loss	$ (26,980)	$ (38,511)
Cash used in operations	(31,991)	(29,382)
Accumulated deficit	$ (694,900)	$ (667,920)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Warrants (Details) - $ / shares	12 Months Ended
Warrants (Details) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Warrants
Shares Exercisable	290	3,983
Warrants 2016
Warrants
Exercise Price Per Share	$ 413.5
Shares Exercisable	290	290
Warrants 2018
Warrants
Exercise Price Per Share	$ 609.23
Shares Exercisable		3,693

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property and Equipment, Net
Property and equipment-at cost	$ 869	$ 2,063
Less: Accumulated depreciation	(869)	(1,314)
Property and equipment-net		749
Depreciation	216	204
Equipment
Property and Equipment, Net
Property and equipment-at cost		1,194
Computer hardware and software
Property and Equipment, Net
Property and equipment-at cost	$ 869	$ 869

Debt - Oxford Finance Loan and Security Agreement (Details)							9 Months Ended	12 Months Ended
	Dec. 26, 2024 USD ($)	Jul. 01, 2023	Jun. 30, 2023	Dec. 27, 2022 USD ($)	May 21, 2022 USD ($) installment	May 04, 2021 USD ($) D	Sep. 30, 2025	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2022 USD ($)	Dec. 26, 2025 USD ($)	Nov. 25, 2025 USD ($)	Nov. 09, 2025 USD ($)	Nov. 03, 2025 USD ($)	Sep. 29, 2025 USD ($)
Debt
Number of business days in which a failure to pay principal or interest on its due date as part of the covenants of the loan agreement \| D						3
Additional interest rate upon an event of default accrued (as a percent)							5.00%
Amount of principal outstanding									$ 29,284,000
Gain on extinguishment of debt								$ (5,793,000)		$ 2,583,000
Effective interest rate							19.00%
Amount of cash permitted for use														$ 125,000
Interest expense								3,276,000	5,783,000
Athyrium Credit Facility
Debt
Interest expense								3,276,000	5,766,000
Amortization of debt discount								120,000	306,000
Contractual coupon interest								2,802,000	4,518,000
Accretion of final prepayment fee								$ 354,000	$ 942,000
Loan Agreement
Debt
Aggregate principal amount						$ 125,000,000
Floating interest rate (as a percent)			0.11%
Facility fees paid						$ 400,000
Percentage of final payment fees						7.00%
Additional interest rate upon an event of default accrued (as a percent)						5.00%
Debt repayments					$ 40,000,000
Partial prepayment	$ 5,000,000				36,697,000
Amount of principal outstanding					80,000,000					$ 33,957,000
Prepayment fees paid					734,000
Final prepayment fee					$ 2,569,000
Number of monthly installments \| installment					5
Total amount of the Company's obligations															$ 29,100,000
Loan Agreement \| Neither the tranche B term loan nor the tranche C term loan is made
Debt
Duration of periodic monthly payment installments under a scenario						18 months
Loan Agreement \| Either tranche B term loan nor tranche C term loan is made
Debt
Duration of periodic monthly payment installments under a scenario						12 months
Loan Agreement \| Payment on or before June 30, 2023
Debt
Debt repayments				$ 5,000,000
Partial prepayment				4,673,000
Final prepayment fee				327,000
Loan Agreement \| Payment on or before January 31, 2024.
Debt
Debt repayments				5,000,000
Partial prepayment				4,673,000
Final prepayment fee				327,000
Loan Agreement \| Payment on or prior to December 31, 2024
Debt
Debt repayments				5,000,000
Loan Agreement \| Payment on or prior to June 30, 2025
Debt
Debt repayments				$ 2,500,000
Loan Agreement \| Minimum
Debt
Floating interest rate (as a percent)		8.00%
Loan Agreement \| 30-day LIBOR
Debt
Spread on variable rate			7.89%
Loan Agreement \| Secured Overnight Financing Rate
Debt
Floating interest rate (as a percent)		0.10%
Spread on variable rate		7.89%
Loan Settlement Agreement
Debt
Amount paid for settlement												$ 2,000,000
Payments for settlement of debt											$ 2,000,000
Unpaid principal balance											$ 10,600,000
Tranche A term loan
Debt
Aggregate principal amount						$ 80,000,000
Tranche B term loan
Debt
Facility fees paid						100,000
Tranche C term loan
Debt
Facility fees paid						$ 125,000
Convertible loan agreement \| Maximum
Debt
Aggregate principal amount													$ 375,000

Fair Value of Financial Instruments - Fair Value Measurement Transfer Levels (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Fair Value of Financial Instruments
Transfer from level 1 to level 2, Assets	$ 0	$ 0
Transfer from level 2 to level 1, Assets	0	0
Transfer from level 1 to level 2, Liability	0	0
Transfer from level 2 to level 1, Liability	0	0
Transfer into level 3, Assets	0	0
Transfer out of level 3, Assets	0	0
Transfer into level 3, Liability	0	0
Transfer out of level 3, Liability	$ 0	$ 0

Debt

12 Months Ended

Dec. 31, 2025

Debt

Debt

Note 8: Debt

Loan and Security Agreement

On May 4, 2021, the Company entered into the Loan Agreement with Oxford Finance, in its capacity as lender (in such capacity, the “Lender”), and in its capacity as collateral agent (in such capacity, the “Agent”), pursuant to which a term loan of up to an aggregate principal amount of $125,000 was available to the Company, consisting of a tranche A term loan that was disbursed on the closing date in the aggregate principal amount of $80,000 and additional tranches that are no longer available to the Company. The Company utilized substantially all of the proceeds from the tranche A term loan to repay a prior credit facility.

Through June 30, 2023, the term loan bore interest at a floating rate equal to the greater of (i) 30-day LIBOR and (ii) 0.11%, plus 7.89%. Effective July 1, 2023, the term loan bears interest at a floating rate equal to the greater of (i) 8.00% and (ii) the sum of (a) the 1-Month CME Term Secured Overnight Financing Rate, (b) 0.10% and (c) 7.89%. The Loan Agreement, prior to the Second Loan Amendment and Third Loan Amendment (as defined below), provided for interest-only payments until December 1, 2024 if neither the tranche B term loan nor the tranche C term loan are made, and until June 1, 2025 if either the tranche B term loan or the tranche C term loan is made (the “Amortization Date”). The aggregate outstanding principal balance of the term loans were required to be repaid in monthly installments starting on the Amortization Date based on a repayment schedule equal to (i) 18 months if neither the tranche B term loan nor the tranche C term loan is made and (ii) 12 months if either the tranche B term loan or the tranche C term loan is made. All unpaid principal and accrued and unpaid interest with respect to each term loan was due and payable in full on May 1, 2026 (the “Maturity Date”).

The Company paid a facility fee of $400 on the closing date of the Loan Agreement and agreed to pay a facility fee of $100 upon closing of the tranche B term loan and a $125 facility fee upon the closing of the tranche C term loan.

The Company will be required to make a final payment fee of 7.00% of the original principal amount of any funded term loan payable on the earlier of (i) the prepayment of the term loan in full or (ii) the Maturity Date. At the Company’s option, the Company may elect to make partial repayments of the term loan to the Lender, subject to specified conditions, including the payment of applicable fees and accrued and unpaid interest on the principal amount of the term loan being repaid.

In connection with its entry into the Loan Agreement, the Company granted the Agent a security interest in substantially all of the Company’s personal property owned or later acquired, including intellectual property and the Commercial Business. The Company also agreed to maintain its cash balance in one or more controlled accounts in favor of the Agent, subject to specified exceptions. The Loan Agreement also contains customary representations and warranties and affirmative and negative covenants, as well as customary events of default. Certain of the customary negative covenants limit the ability of the Company and certain of its subsidiaries, among other things, to incur future debt, grant liens, make investments, make acquisitions, distribute dividends, make certain restricted payments and sell assets, subject in each case to certain exceptions. Certain of the affirmative covenants include, but are not limited to, a failure to pay principal or interest on its due date or any other obligations within three business days of such obligations’ due date, and a delisting from the Nasdaq Stock Market because of failure to comply with the continued listing standards of the listing tier of the Nasdaq Stock Market on which the Company’s common stock is listed. Events of default under the Loan Agreement include: (i) a material impairment in the perfection or priority of lien in the collateral or in the value of such collateral; (ii) a material adverse change in the business, operations or condition (financial or otherwise) of the Company; or (iii) a material impairment of the prospect of repayment of any portion of the obligations under the Loan Agreement (each, a “Material Adverse Change”).

The Loan Agreement includes features requiring (i) additional interest rate upon an event of default accrued at an additional 5%, and (ii) the Lender’s right to declare all outstanding principal and interest immediately payable upon an event of default.

On May 21, 2022, in connection with its entry into the Asset Purchase Agreement with Alcon, the Company entered into an amendment to the Loan Agreement (the “Second Loan Amendment”). Pursuant to the Second Loan Amendment, the Lender and Agent consented to the entry by the Company into the Asset Purchase Agreement and the sale of the Commercial Business to Alcon and agreed to release its liens on the Commercial Business in consideration for the payment by the Company at the closing of the Alcon Transaction of an aggregate amount of $40,000 (the “Second Amendment Prepayment”) to the Lender and Agent, representing a partial prepayment of principal in the amount of $36,697 of the $80,000 principal amount outstanding under the term loan advanced by the Lender under the Loan Agreement, plus a prepayment fee of $734 and a final payment fee of $2,569. In addition, the Company was required to pay all accrued and unpaid interest on the principal amount of the term loan being repaid.

In addition, under the Second Loan Amendment, the Lender and Agent agreed that, following the closing of the Alcon Transaction and the Second Amendment Prepayment, the Amortization Date would be extended from December 1, 2024 to January 1, 2026, at which time the aggregate principal balance of the term loan then outstanding under the Loan Agreement is required to be repaid in five monthly installments. Pursuant to the Second Loan Amendment, the Company may also make partial prepayments of the term loan to the Lender, subject to specified conditions, including the payment of applicable fees and accrued and unpaid interest on the principal amount of the term loan being repaid.

On July 8, 2022, the Second Amendment Prepayment was paid in connection with the closing of Alcon Transaction, and as such, the Amortization Date was extended to January 1, 2026. The transaction resulted in a loss on extinguishment of debt of $2,583 for the year ended December 31, 2022, consisting of the prepayment premium, a pro-rata portion of the unamortized debt discount and issuance costs and the unaccreted exit fee due upon the Second Amendment Prepayment.

On December 27, 2022, the Company entered into an amendment to the Loan Agreement (the “Third Loan Amendment”). Pursuant to the Third Loan Amendment, the Lender and Agent agreed to amend certain provisions of the Loan Agreement to permit the transfer of the listing of the Company’s common stock from The Nasdaq Global Select Market to The Nasdaq Capital Market. Pursuant to the Third Loan Amendment, the Company agreed (A) to make partial prepayments of the principal amount of the term loan outstanding under the Loan Agreement as follows (the “Third Amendment Prepayments”): (1) a payment of $5,000 on or before June 30, 2023, representing a partial prepayment of principal in the amount of $4,673, plus a final payment fee of $327 and (2) a payment of $5,000 on or before January 31, 2024, representing a partial prepayment of principal in the amount of $4,673, plus a final payment fee of $327 and (B) that the Amortization Date under the Loan Agreement shall be changed from January 1, 2026 to January 1, 2025. The Company paid the Third Amendment Prepayments on January 25, 2023, following which the Company became required to repay the Loan Agreement in monthly installments from January 1, 2025 through May 1, 2026. The principal loan balance under the Loan Agreement following the Third Amendment Prepayments was $33,957.

Pursuant to the Third Loan Amendment, in addition to the Third Amendment Prepayments, if the Company made an additional prepayment under the Loan Agreement equal to $5,000 (inclusive of the final payment fee) on or prior to December 31, 2024 (the “First Extension Prepayment”), the Amortization Date would be automatically changed to July 1, 2025, and the maturity date of the Loan Agreement would be automatically changed from May 1, 2026 to November 1, 2026. On December 26, 2024, the Company paid the First Extension Prepayment of $5,000 (inclusive of the final payment fee), and as a result, the Amortization Data was changed to July 1, 2025 and the maturity date was changed to November 1, 2026.

If the Company made an additional prepayment under the Loan Agreement equal to $2,500 (inclusive of the final payment fee) on or prior to June 30, 2025 (the “Second Extension Prepayment”), the Amortization Date would be automatically changed to January 1, 2026, and the maturity date of the Loan Agreement would be automatically changed to May 1, 2027. On June 26, 2025, the Company paid the Second Extension Prepayment, and as a result, the Amortization Data was automatically changed to January 1, 2026 and the maturity date was automatically changed to May 1, 2027.

Under the Third Loan Amendment, the Lender and Agent also agreed to waive the prepayment fees for the Third Amendment Prepayments, the First Extension Prepayment, the Second Extension Prepayment and any other prepayments under the Loan Agreement. Pursuant to the Loan Agreement, the Company also will be required to pay all accrued and unpaid interest on the principal amounts of the term loan being repaid at the time of repayment.

On August 1, 2023, the Company entered into an amendment to the Loan Agreement with Combangio and Oxford Finance (the “Fourth Loan Amendment”). Pursuant to the Fourth Loan Amendment, certain provisions of the Loan Agreement were amended in connection with the change of the Company’s name and the cessation of the U.S. Dollar LIBOR rate. On August 2, 2023, the Company entered into an amendment to the Loan Agreement with Combangio and Oxford Finance (the “Fifth Loan Amendment”). Pursuant to the Fifth Loan Amendment, Oxford Finance consented to the Company’s entry into the CIRM Award and certain provisions of the Loan Agreement were amended in connection therewith.

In addition, in connection with the Loan Agreement, the Company paid certain fees to the Lender and other third-party service providers. The fees paid to the Lender were recorded as a debt discount while the fees paid to other third-party service providers were recorded as debt issuance cost. These costs are being amortized using the effective interest method over the term of the Loan Agreement. The amortization of debt discount and debt issuance cost is included in interest expense within the condensed consolidated statements of operations and comprehensive loss. As of September 30, 2025, the effective interest rate was 19.0%, which takes into consideration the additional 5.0% interest rate as a result of the Event of Default, the non-cash accretion of the exit fee and the amortization of the debt discount and issuance costs.

On September 29, 2025, the Company received the Default Notice from Oxford Finance under the Loan Agreement, which asserted that an Event of Default had occurred and was continuing under Section 8.3 (Material Adverse Change) of the Loan Agreement and alleged that other events of default under the Loan Agreement may exist.

In the Default Notice, Oxford Finance declared, by reason of the Event of Default, that all obligations of the Company under the Loan Agreement were immediately due and payable. In addition, the Default Notice indicated that the Company’s obligations under the Loan Agreement began accruing interest at the Default Rate (as defined in the Loan Agreement) effective immediately upon occurrence of the Event of Default. The total amount of the Company’s obligations under the Loan Agreement as of September 29, 2025 that were accelerated and declared payable by Oxford was $29.1 million plus any additional interest due upon final payment and any expenses that become payable by the Company under the Loan Agreement.

On October 18, 2025, pursuant to the terms of the Loan Agreement, Oxford Finance informed the Company that it intended to foreclose on all of the Company’s remaining assets and that Oxford Finance would not consent to the Company’s use of cash for any reason other than for minimal payroll expenses pending Oxford Finance’s foreclosure of the Company’s assets. In addition, Oxford swept substantially all of the Company’s cash resources from its bank accounts. As a result, on October 19, 2025, the board of directors of the Company terminated all remaining employees not deemed necessary by Oxford to execute a foreclosure of the Company’s assets.

On November 3, 2025, Oxford Finance informed the Company that it intended to pause its foreclosure of the Company’s assets and permitted the Company to use $125.0 of cash it previously swept to fund the negotiation execution of the Convertible Loan Agreement (as defined below) and to fund essential work only.

On November 9, 2025, the Company entered into a Convertible Loan Agreement (the “Convertible Loan Agreement”) with David Lazar (the “Individual Lender”), pursuant to which the Individual Lender agreed to provide the Company a convertible loan in the aggregate amount of up to $375.0 (the “Loan Principal”), which was received in November 2025 and repaid in December 2025.

During the year ended December 31, 2025, the Company recognized interest expense of $3,276 for the Loan Agreement. This consisted of amortization of debt discount of $120, accretion of the final payment fee of $354 and the contractual coupon interest expense of $2,802. During the year ended December 31, 2024, the Company recognized interest expense of $5,766 for the Loan Agreement. This consisted of amortization of debt discount of $306, accretion of the final payment fee of $942 and the contractual coupon interest expense of $4,518.

On November 25, 2025, the Company entered into a Loan Settlement Agreement (the “Settlement Agreement”) with Oxford pursuant to which the Company owed Oxford $2,000 to be paid pursuant to the terms of the Settlement Agreement. The Settlement Agreement was entered into in connection with events of default by the Company, under the Loan and Security Agreement dated May 4, 2021 (the “Loan Agreement”). On December 26, 2025, the Company paid Oxford the settlement agreement amount of $2,000. As a result of such payment, all of its obligations under the Settlement Agreement and the Loan Agreement have been satisfied and the aggregate liability due Oxford of approximately $10,600 has been settled and released.

The components of the carrying value of the debt as of December 31, 2025 and 2024 are detailed below:


		December 31,			December 31,
		2025			2024
Principal loan balance		$	—		$	29,284
Unamortized debt discount and issuance cost			—			(225)
Cumulative accretion of exit fee			—			1,379
Total debt		$	—		$	30,438
Less: current portion of long-term debt			—			(10,336)
Long-term debt, net		$	—		$	20,102

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: 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 8: 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 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
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-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Apr. 10, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Securities Act File Number	001-38150
Entity Registrant Name	KALA BIO, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-0604595
Entity Address, Address Line One	1167 Massachusetts Avenue
Entity Address, City or Town	Arlington,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02476
City Area Code	781
Local Phone Number	996-5252
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	KALA
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 24.6
Entity Common Stock, Shares Outstanding		929,491,578
Entity Central Index Key	0001479419
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Firm ID	7000
Auditor Name	HTL International, LLC
Auditor Location	Houston, Texas
Document Financial Statement Error Correction [Flag]	false

Fair Value of Financial Instruments - Recurring and Nonrecurring Fair value Measurements Within Hierarchy (Details) - Recurring $ in Thousands	Dec. 31, 2024 USD ($)
Level 1
Fair Value Assets Measured on Recurring and Non recurring Basis
Financial assets by level within fair value hierarchy	$ 39,707
Level 1 \| Cash equivalents
Fair Value Assets Measured on Recurring and Non recurring Basis
Financial assets by level within fair value hierarchy	39,707
Level 3
Fair Value Liabilities Measured on Recurring and Non recurring Basis
Financial liabilities by level within fair value hierarchy	4,659
Level 3 \| Contingent consideration - Non-Current
Fair Value Liabilities Measured on Recurring and Non recurring Basis
Financial liabilities by level within fair value hierarchy	4,659
Fair Value
Fair Value Assets Measured on Recurring and Non recurring Basis
Financial assets by level within fair value hierarchy	39,707
Fair Value Liabilities Measured on Recurring and Non recurring Basis
Financial liabilities by level within fair value hierarchy	4,659
Fair Value \| Contingent consideration - Non-Current
Fair Value Liabilities Measured on Recurring and Non recurring Basis
Financial liabilities by level within fair value hierarchy	4,659
Fair Value \| Cash equivalents
Fair Value Assets Measured on Recurring and Non recurring Basis
Financial assets by level within fair value hierarchy	$ 39,707

Stock-based Compensation

12 Months Ended

Dec. 31, 2025

Stock-based Compensation

Stock-based Compensation

Note 11: Stock-based Compensation

Stock Incentive Plans

On June 22, 2023, the Company’s stockholders approved the Company’s Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”), which amended and restated the Company’s 2017 Equity Incentive Plan, as amended, to (i) increase the number of shares of common stock authorized for issuance thereunder by 1,250,000 shares; (ii) limit the number of incentive stock options that can be granted under the plan to 7,738,761 shares of common stock; (iii) add an annual limit on non-employee director compensation, including cash and the value of equity awards, of $750,000 for incumbent directors and $1,000,000 in a director’s first year of service; and (iv) extend the term of the plan (including the duration of the evergreen) to 10 years from June 22, 2023, the date that stockholders approved the plan. In addition, the 2017 Plan provides for an annual increase to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2024 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2033, equal to the lower of (i) 4% of the sum of (I) the number of outstanding shares of common stock on such date and (II) the number of shares of common stock issuable upon conversion of any outstanding shares of convertible preferred stock of the Company on such date (without giving effect to any restrictions or limitations on conversion) and (ii) an amount determined by the Company’s board of directors.

As of December 31, 2025, there were 527,508 shares of common stock available for grant under the 2017 Plan.

Under the plans, the Board or the compensation committee determines the number of shares of common stock to be granted pursuant to the awards, as well as the exercise price and terms of such awards. The exercise price of incentive stock options cannot be less than the fair value of the common stock on the date of grant. Stock options awarded under the plans expire 10 years after the grant date, unless the Board or the compensation committee sets a shorter term. Options granted under the plans generally vest over a four-year period. A portion of the unvested stock options will vest upon the sale of all or substantially all of the stock or assets of the Company.

Stock Option Awards

During the years ended December 31, 2025 and 2024, the Company granted options for the purchase of 689,525 and 317,139 shares, respectively, of common stock.

A summary of option activity is as follows:


							Weighted
				Weighted			Average
				Average			Remaining		Aggregate
		Number of		Exercise			Contractual		Intrinsic
		Shares		Price			Term		Value
							(Years)		(in thousands)
Outstanding as of January 1, 2025		878,003		$	13.22		8.6		$	23
Granted		689,525			8.30
Exercised		(885)			7.23
Forfeited		(377,603)			10.49
Outstanding as of December 31, 2025		1,189,040		$	—		6.7		$	—
Vested or expected to vest as of December 31, 2025		1,189,040		$	—		6.7		$	—
Options exercisable as of December 31, 2025		643,354		$	12.19		5.0		$	—

The Company records stock-based compensation related to stock options granted at fair value. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates. The assumptions used in determining fair value of the stock options granted during the years ended December 31, 2025 and 2024 are as follows:


	2025			2024
Expected volatility	107.8%	–	114.1%	107.9%	–	110.3%
Risk-free interest rate	3.80%	–	4.47%	3.46%	–	4.41%
Expected dividend yield		0%			0%
Expected term (in years)	5.24	–	6.02	5.50	–	6.07

The Company derived the risk-free interest rate assumption from the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. The Company based the expected dividend yield on its expectation of not paying dividends in the foreseeable future. The Company calculated the expected term of options using the simplified method, as the Company lacks relevant historical data due to the Company’s limited operating experience. The expected volatility is based upon the historical volatility of the Company. The impact of forfeitures on compensation expense is recorded as they occur.

The weighted average grant-date fair value of options granted during the years ended December 31, 2025 and 2024, was $7.42 and $5.79, respectively. The fair value is being expensed over the vesting period of the options on a straight-line basis as the services are being provided.

Stock-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows:


	Year Ended
	December 31,
	2025		2024
Research and development	$	1,292	$	2,635
General and administrative		5,703		5,754
Total	$	6,995	$	8,389

During the years ended December 31, 2025 and 2024, 885 and 1,281 options, respectively, were exercised.

Restricted Stock Units—During the years ended December 31, 2025 and 2024, the Company issued 106,725 and 71,830 RSUs, respectively, to certain executives and other employees which will vest no sooner than one-third per year over three years on the anniversary of the date of grant.

As of December 31, 2025, a total of 230,947 RSUs were outstanding, consisting of 186,463 unvested shares and 44,484 vested and deferred shares by directors.

A summary of activity for RSUs for the year ended December 31, 2025 is as follows:


			Weighted Average
			Grant Date
	Shares		Fair Value
Unvested and outstanding balance as of January 1, 2025	544,117	$	21.67
Changes during the period:
Granted	106,725		7.07
Vested	(311,509)		24.64
Forfeited	(152,870)		15.36
Unvested and outstanding balance as of December 31, 2025	186,463
Vested and deferred balance as of December 31, 2025	44,484

Employee Stock Purchase Plan—In 2017, the Company approved the 2017 Employee Stock Purchase Plan, which was amended and restated in December 2018 (as amended, the “ESPP”). The ESPP reserved an aggregate of 4,466 shares of common stock and provides for an annual increase on the first day of each fiscal year, beginning on January 1, 2019 and ending on December 31, 2029, in an amount equal to the lowest of: (1) 17,868 shares of the Company’s common stock; (2) 1% of the total number of shares of the Company’s common stock outstanding on the first day of the applicable fiscal year; and (3) an amount determined by the Company’s board of directors. On January 1, 2025, 17,868 shares of common stock were added and were available for grant under the ESPP.

The ESPP provides for two six-month offering periods each year: the first offering period begins on the first trading day on or after each January 1 and the second offering period begins on the first trading day on or after each July 1. Under the ESPP, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lesser of the closing price of the common stock on (i) the first business day of the plan period or (ii) the exercise date. The fair value of the purchase rights granted under the ESPP was estimated on the date of grant, using the Black-Scholes option-pricing model. During the years ended December 31, 2025 and 2024, employees of the Company purchased an aggregate of 15,627 and 11,448 shares, respectively, under the ESPP.

Fair Value of Financial Instruments - Fair Value Measurement Levels (Details) - Level 3 - Contingent consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Beginning balance	$ 4,659	$ 4,110
Fair value adjustments	$ (4,659)	549
Ending balance		$ 4,659

Defined Contribution Plan

12 Months Ended

Dec. 31, 2025

Defined Contribution Plan

Defined Contribution Plan

Note 15: Defined Contribution Plan

The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for substantially all of its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits.

The Company made discretionary matching contributions of $134 and $160 to the 401(k) Plan during the years ended December 31, 2025 and 2024, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: 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 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

+ Details

Nature of Business (Details) $ / shares in Units, $ in Thousands									12 Months Ended
	Jan. 30, 2026 USD ($) $ / shares shares	Jan. 08, 2026 USD ($)	Dec. 30, 2025	Nov. 24, 2025 USD ($) $ / shares shares	Nov. 23, 2025 USD ($) Closing $ / shares	Dec. 29, 2024 USD ($) $ / shares shares	Jun. 26, 2024 USD ($) $ / shares shares	Mar. 25, 2024 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Apr. 15, 2026 shares	Dec. 31, 2024 $ / shares shares
Equity Offerings
Voting agreement, Irrevocable proxy, Term			6 months
Preferred stock, par value \| $ / shares									$ 0.001		$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $									$ 1,800
Aggregate market value \| $									$ 9,134
Common Stock
Equity Offerings
Stock offering, net of issuance cost and underwriting fees (in shares)									10,000,000
Aggregate market value \| $									$ 10
Common Stock \| Subsequent Event
Equity Offerings
Aggregate market value \| $		$ 15,000
Preferred Stock
Equity Offerings
Preferred stock, par value \| $ / shares					$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $					$ 6,000
Number of closings \| Closing					2
Series G Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, shares outstanding									10,901		10,901
Series H Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, shares outstanding									2,299		9,393
Series I Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, shares outstanding									0		3,286
Series AA Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, shares outstanding									900,000		0
Series AA Convertible Non-Redeemable Preferred Stock \| Preferred Stock
Equity Offerings
Preferred stock, shares outstanding										681,818
Securities Purchase Agreement March 2024 \| Series G Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, par value \| $ / shares								$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $								$ 8,600
Stock offering, net of issuance cost and underwriting fees (in shares)								10,901
Share price (in dollars per share) \| $ / shares								$ 788.9
Offering costs \| $								$ 62
Securities Purchase Agreement June 2024 \| Common Stock
Equity Offerings
Stock offering, net of issuance cost and underwriting fees (in shares)							1,197,314
Share price (in dollars per share) \| $ / shares							$ 5.85
Securities Purchase Agreement June 2024 \| Series H Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, par value \| $ / shares							$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $							$ 12,499
Stock offering, net of issuance cost and underwriting fees (in shares)							9,393
Share price (in dollars per share) \| $ / shares							$ 585
Offering costs \| $							$ 218
Securities Purchase Agreement December 2024 \| Common Stock
Equity Offerings
Stock offering, net of issuance cost and underwriting fees (in shares)						1,340,603
Share price (in dollars per share) \| $ / shares						$ 6.44
Securities Purchase Agreement December 2024 \| Series I Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, par value \| $ / shares						$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $						$ 10,750
Stock offering, net of issuance cost and underwriting fees (in shares)						3,286
Share price (in dollars per share) \| $ / shares						$ 644
Offering costs \| $						$ 120
Securities Purchase Agreement November 2025 \| Series AA Convertible Non-Redeemable Preferred Stock
Equity Offerings
Preferred stock, par value \| $ / shares					$ 0.001
Aggregate gross proceeds of convertible preferred stock \| $				$ 1,800
Stock offering, net of issuance cost and underwriting fees (in shares)				900,000
Share price (in dollars per share) \| $ / shares				$ 2
Securities Purchase Agreement November 2025 \| Series AA Convertible Non-Redeemable Preferred Stock \| Preferred Stock
Equity Offerings
Aggregate gross proceeds of convertible preferred stock \| $				$ 1,800
Stock offering, net of issuance cost and underwriting fees (in shares)				900,000
Share price (in dollars per share) \| $ / shares				$ 2
Number of common shares issuable upon conversion for each share of preferred stock				55
Number of common shares issuable upon conversion of preferred stock				49,500,000
Securities Purchase Agreement November 2025 \| Series AA Convertible Non-Redeemable Preferred Stock \| Preferred Stock \| Subsequent Event
Equity Offerings
Number of common shares issuable upon conversion for each share of preferred stock										37,499,900
Securities Purchase Agreement January 2026 \| Series AAA Convertible Non-Redeemable Preferred Stock \| Subsequent Event
Equity Offerings
Number of common shares issuable upon conversion for each share of preferred stock	420
Number of common shares issuable upon conversion of preferred stock	882,000,000
Securities Purchase Agreement January 2026 \| Series AAA Convertible Non-Redeemable Preferred Stock \| Preferred Stock \| Subsequent Event
Equity Offerings
Aggregate gross proceeds of convertible preferred stock \| $	$ 4,200
Stock offering, net of issuance cost and underwriting fees (in shares)	2,100,000
Share price (in dollars per share) \| $ / shares	$ 2
Number of common shares issuable upon conversion for each share of preferred stock	420
Number of common shares issuable upon conversion of preferred stock	882,000,000

Summary of Significant Accounting Policies - Cash, Concentration of Credit Risk and Restricted Cash (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash and Concentration of Credit Risk
Product revenues, net	$ 0	$ 0

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Section 50
-Paragraph 32
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Loss Per Share

12 Months Ended

Dec. 31, 2025

Loss Per Share

Loss Per Share

Note 12: Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows for the years ended December 31, 2025 and 2024:


	Year Ended
	December 31,
	2025		2024
Numerator:
Net loss attributable to common stockholders	$	(26,980)	$	(38,511)
Denominator:
Weighted-average common shares outstanding, basic and diluted (1)		8,148,275		3,796,047

Net loss per share attributable to common stockholders, basic and diluted	$	(3.31)	$	(10.15)

(1)

Included in the weighted-average common shares outstanding, basic and diluted are vested but deferred shares for which all contingencies have been satisfied.

The following potential common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect. The share amounts presented below represent the average of the number of incremental shares included in each quarterly calculation:


	Year Ended
	December 31,
	2025		2024
Options to purchase shares of common stock		1,373,291		905,645
Unvested RSUs		360,039		621,886
Unexercised warrants		3,060		4,223
Convertible preferred stock (as converted to common stock)		18,433,000		7,294,125
		20,169,390		8,825,879

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Schedule of segment expenses, other segment items and a reconciliation to net loss


	Year Ended
	December 31,
	2025		2024
Costs and expenses:
Research and development:
KPI‑012 development costs	$	8,156	$	10,170
Employee‑related costs for research and development personnel		8,928		10,757
Other research and development costs (1)		1,696		1,167
General and administrative		23,629		18,340
Other segment expense (income), net (2)		(15,429)		(1,923)
Net loss	$	(26,980)	$	(38,511)

(1)

Includes facility related costs and depreciation.

(2)

Grant Income

12 Months Ended

Dec. 31, 2025

Grant Income

Grant Income

Note 4: Grant Income

CIRM Award

On August 2, 2023, Combangio, a wholly owned subsidiary of the Company, entered into an award agreement with CIRM for a $15,000 grant (as amended from time to time, the “CIRM Award”) to support Combangio’s KPI-012 program for the treatment of PCED. The CIRM Award includes funding for the CHASE Phase 2b clinical trial of KPI-012 for PCED, as well as product and process characterization and analytical development for the program. The CIRM Award is subject to a co-funding requirement under which Combangio is obligated to spend a specified minimum amount on the development of KPI-012 to obtain the full award amount. Upon entry into the CIRM Award, Combangio received an initial $5,900 disbursement from CIRM. In August 2024 and December 2024, Combangio received disbursements of $3,240 and $2,520, respectively, from CIRM upon the achievement of specified milestones. The balance of the award is payable to Combangio upon the achievement of other specified milestones that are primarily related to Combangio’s progress in conducting the CHASE Phase 2b clinical trial. CIRM may permanently cease disbursements if the milestones are not met within four months of the scheduled completion dates or if the delay is not addressed to CIRM’s satisfaction, as determined by CIRM in its sole discretion. Additionally, if CIRM determines, in its sole discretion, that Combangio has not complied with the terms and conditions of the CIRM Award, CIRM may suspend or permanently cease disbursements. Under the terms of the CIRM Award, Combangio is obligated to pay a royalty on net sales of any product, service or approved drug resulting in whole or in part from the CIRM Award in the amount of 0.1% per $1,000 of funds utilized by the Company until the earlier of ten years from the date of first commercial sale of such product, service or approved drug and such time as nine times the amount of funds awarded by CIRM has been paid in royalties (the “Base Royalty”). In addition, following the satisfaction of the Base Royalty, Combangio is obligated to pay a 1.0% royalty on net sales of any CIRM-funded invention in excess of $500,000 per year until the last to expire patent covering such invention expires.

On September 29, 2025, the Company announced that the CHASE trial of KPI-012 for the treatment of PCED did not meet the primary endpoint of complete healing of PCED as measured by corneal fluorescein staining. The CHASE trial also failed to achieve statistical significance for key secondary efficacy endpoints and did not show any meaningful difference between either KPI-012 treatment arm and the placebo arm. Based on the CHASE trial results, we determined to cease development of KPI-012 and our MSC-S platform. During the years ended December 31, 2025 and 2024, the Company recognized $3,377 and $6,199, respectively, of grant income related to the CIRM Award on its consolidated statement of operations. As of December 31, 2025, the Company had $0 deferred grant income on its consolidated balance sheet.

Stock-based Compensation (Details) - $ / shares	12 Months Ended
Stock-based Compensation (Details) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Stock-based Compensation
Weighted average grant date fair value of options granted	$ 7.42	$ 5.79

Grant Income (Details) - USD ($) $ in Thousands		1 Months Ended			12 Months Ended
Grant Income (Details) - USD ($) $ in Thousands	Aug. 02, 2023	Dec. 31, 2024	Aug. 31, 2024	Aug. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Grant Income
Royalty on net sales (as a percent)	0.10%
Royalty on net sales based on of funds utilized by the Company	$ 1,000
Grant income					$ 3,377	$ 6,199
Deferred grant income		$ 637				637
California Institute for Regenerative Medicine (CIRM)
Grant Income
Threshold period for achievement of specified milestones'	4 months
Term of royalty from the date of first commercial sale of such product, service or approved drug	10 years
Grant income					3,377	$ 6,199
Deferred grant income					$ 0
Combangio, Inc. \| California Institute for Regenerative Medicine (CIRM)
Grant Income
Royalty on net sales (as a percent)	1.00%
Threshold sales after which royalty on net sales of funded invention is payable	$ 500,000
Combangio, Inc. \| Award agreement \| California Institute for Regenerative Medicine (CIRM)
Grant Income
Restricted grant	$ 15,000
Amount entitled for initial disbursement of grant				$ 5,900
Grant disbursement		$ 2,520	$ 3,240

Stock-based Compensation - RSUs (Details) - RSU	12 Months Ended
Stock-based Compensation - RSUs (Details) - RSU	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 shares	Dec. 31, 2023
Stock-based compensation
Granted, other than options (in shares)	106,725	71,830
Outstanding balance at end of period (in shares)	186,463	544,117
Unvested outstanding balance at end of period (in shares) \| $	230,947
Vested and deferred (in shares)	44,484
Executive Officer \| First anniversary
Stock-based compensation
Vesting percentage		33.00%	33.00%
Vesting period		3 years	3 years
Director
Stock-based compensation
Vested and deferred (in shares)	44,484

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Accrued Expenses
Professional services	$ 800	$ 414
Development costs	269	736
Compensation and benefits	180	2,390
Accrued revenue reserves (1)	155	350
Contract manufacturing		672
Other	104	413
Accrued expenses and other current liabilities	$ 1,508	$ 4,975

Lease - Operating leases - Menlo Park, CA Office Lease (Details) $ in Thousands	1 Months Ended
	Apr. 30, 2023 USD ($) ft²	Dec. 31, 2024 USD ($)
Leases
Right-of-use assets		$ 1,691
Menlo Park, California Office Lease
Leases
Leased square footage \| ft²	6,135
Lease term	62 months
Existence of option to extend	true
Renewal term	5 years
Right-of-use assets	$ 2,154
Lease liability	2,133
Menlo Park, California Office Lease \| Restricted cash and other long-term assets
Leases
Security deposit	$ 144

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 7,557	$ 51,181
Prepaid expenses and other current assets	1,933	1,616
Total current assets	9,490	52,797
Non-current assets:
Property and equipment, net		749
Right-of-use assets		1,691
Other long-term assets		246
Total assets	9,490	55,483
Current liabilities:
Accounts payable	986	628
Accrued expenses and other current liabilities	1,508	4,975
Deferred grant income		637
Current portion of lease liabilities		380
Current portion of long-term debt		10,336
Total current liabilities	2,494	16,956
Long-term liabilities:
Long-term lease liabilities		1,434
Long-term debt, net of current portion		20,102
Long-term contingent consideration		4,659
Total long-term liabilities		26,195
Total liabilities	2,494	43,151
Commitments and Contingencies (Note 14)
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of December 31, 2025 and 2024	1
Common stock, $0.001 par value; 120,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 27,849,725 and 6,091,182 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively	28	6
Additional paid-in capital	701,867	680,246
Accumulated deficit	(694,900)	(667,920)
Total stockholders' equity	6,996	12,332
Total liabilities and stockholders' equity	$ 9,490	$ 55,483

Debt - Carrying Value (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt
Principal loan balance	$ 29,284
Unamortized debt discount and issuance cost	(225)
Cumulative accretion of exit fee	1,379
Total debt	30,438
Less: current portion of long-term debt	10,336
Long-term debt, net	$ 20,102

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-4

+ Details

Stock-based Compensation - Employee Stock Purchase Plan (Details) - 2017 Employee Stock Purchase Plan	1 Months Ended	12 Months Ended
	Jan. 31, 2025 shares	Dec. 31, 2025 period shares	Dec. 31, 2024 shares	Dec. 31, 2018 shares
Stock-based compensation
Shares authorized				4,466
Number of additional shares authorized for issuance under share-based payment arrangement	17,868
Number of offering periods \| period		2
Employee basic pay holding period		6 months
Percentage of market value at which employee may purchase stock		85.00%	85.00%
Issuance of common stock under employee stock purchase plan (in shares)		15,627	11,448
Maximum
Stock-based compensation
Shares authorized		17,868
Threshold percentage of share available to grant		1.00%

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Costs and expenses:
General and administrative	$ 23,629	$ 18,340
Research and development	18,780	22,094
(Gain) loss on fair value remeasurement of contingent consideration	(4,659)	549
Impairment of right-of-use assets	1,411
Total costs and expenses	39,161	40,983
Loss from operations	(39,161)	(40,983)
Other income (expense):
Interest income	1,140	2,056
Interest expense	(3,276)	(5,783)
Grant income	3,377	6,199
Gain on extinguishment of debt	5,793
Other income (expense), net	5,147
Total other income (expense)	12,181	2,472
Net loss	$ (26,980)	$ (38,511)
Net loss per share attributable to common stockholders-basic (in dollar per share)	$ (3.31)	$ (10.15)
Net loss per share attributable to common stockholders-diluted (in dollar per share)	$ (3.31)	$ (10.15)
Weighted average shares outstanding-basic (in shares)	8,148,275	3,796,047
Weighted average common shares outstanding -diluted (in shares)	8,148,275	3,796,047
Statement of Comprehensive Loss
Net loss	$ (26,980)	$ (38,511)
Other comprehensive loss:
Total comprehensive loss	$ (26,980)	$ (38,511)

Lease

12 Months Ended

Dec. 31, 2025

Lease

Lease

Note 7: Lease

Operating leases

Menlo Park, California Office Lease

In April 2023, Combangio entered into a lease agreement with Menlo Prepi I, LLC, pursuant to which Combangio leases approximately 6,135 square feet of office, laboratory and research and development space in Menlo Park, California. The Company entered into a guaranty of lease agreement guarantying the obligations of Combangio under the lease agreement. The initial term of the lease is for 62 months which commenced on the lease commencement date of July 1, 2023, unless earlier terminated pursuant to the terms of the lease. The lease provides Combangio with an option to extend the lease for an additional five-year term. Combangio was required to make a payment in the amount of $144, as a security deposit pursuant to the lease during the year ended December 31, 2023, which is included in other long-term assets on the consolidated balance sheet as of December 31, 2024. Upon the lease commencement, the Company recorded a right-of-use asset of $2,154 and corresponding $2,133 of lease liability.

As a result of the CHASE trial of KPI-012 decision to cease development, on November 21, 2025, the Company terminated the lease with the landlord and signed a settlement to return the space and release the Company from its obligations and liabilities. The settlement was paid prior to December 31, 2025.

The components of lease expense and related cash flows were as follows:


		Year Ended
		December 31,
		2025			2024
Lease cost
Operating lease cost		$	546		$	596
Short-term lease cost			37			34
Variable lease cost			179			209
Total lease cost		$	762		$	839

Operating cash outflows from operating leases		$	550		$	581

The weighted average remaining lease term and weighted average discount rate of operating leases were as follows:


	December 31,	December 31,
	2025	2024
Weighted average remaining lease term	-	3.7 years
Weighted average discount rate	-	13.1%

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2022
Income Taxes
Income tax expense	$ 0	$ 0
Change in valuation allowance	7,356	10,776
Research and development tax credit carryforwards	5,492	2,476
Annual limitation amount of tax credit carryforward			$ 222
Uncertain tax positions	0	0
Interest or penalties recorded	0	0
Federal
Income Taxes
Net operating loss carryforwards	561,353	405,544
State
Income Taxes
Net operating loss carryforwards	$ 491,801	$ 469,053

Subsequent Events (Details) $ / shares in Units, $ in Thousands	Mar. 03, 2026 USD ($) installment $ / shares shares	Feb. 09, 2026 USD ($)	Nov. 25, 2025 USD ($) Closing	Nov. 23, 2025 USD ($) Closing	Jan. 30, 2026 USD ($) $ / shares shares	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares
Subsequent Events
Preferred stock, authorized \| shares						5,000,000	5,000,000
Common stock, par value \| $ / shares						$ 0.001	$ 0.001
Preferred Stock
Subsequent Events
Number of closings \| Closing				2
Maximum \| Preferred Stock
Subsequent Events
Proceeds from preferred stock reserved for future issuance				$ 6,000
Securities Purchase Agreement November 2025 \| Series Aa Convertible Non-Redeemable Preferred Stock And Series Aaa Convertible Non-Redeemable Preferred Stock
Subsequent Events
Number of closings \| Closing			2	2
Proceeds from preferred stock reserved for future issuance			$ 6,000
Subsequent Event
Subsequent Events
Financing receivable, face amount		$ 7,000
Financing receivable, interest rate, percentage		8.00%
Financing receivable, grace period to make payment		15 days
Financing receivable, default interest rate, percentage		13.00%
Subsequent Event \| Younet \| Platform Development and Exclusive License Agreement
Subsequent Events
Initial term (in months)	12 months
Renewal term (in months)	12 months
Maximum cash fees	$ 530
Cash fees paid in cash	80
Cash fees payable	$ 450
Number of installments \| installment	9
Amount of payment installment	$ 50
Termination notice period (in days)	30 days
Shares agreed to issue (in shares) \| shares	5,000,000
Common stock, par value \| $ / shares	$ 0.001
Share issuance period (in days)	10 days
Cash payment, renewal term	$ 250
Shares agreed to issue in renewal term (in shares) \| shares	5,000,000
Share issuance period, renewal term (in days)	10 days
Maximum percentage of daily trading volume (in percent)	3.00%
Purchase price	$ 55,000
Subsequent Event \| Securities Purchase Agreement January 2026 \| Series AAA Convertible Non-Redeemable Preferred Stock
Subsequent Events
Proceeds from preferred stock reserved for future issuance					$ 4,200
Preferred stock, capital shares reserved for future issuance \| shares					2,100,000
Price per share \| $ / shares					$ 2
Number of common shares issuable upon conversion for each share of preferred stock					420
Number of common shares issuable upon conversion of preferred stock \| shares					882,000,000
Subsequent Event \| Securities Purchase Agreement January 2026 \| Preferred Stock \| Series AAA Convertible Non-Redeemable Preferred Stock
Subsequent Events
Number of common shares issuable upon conversion for each share of preferred stock					420
Number of common shares issuable upon conversion of preferred stock \| shares					882,000,000

Property and Equipment, Net

12 Months Ended

Dec. 31, 2025

Property and Equipment, Net

Property and Equipment, Net

Note 5: Property and Equipment, Net

Property and equipment, net, consisted of the following:


	December 31,		December 31,
	2025		2024
Equipment	$	—	$	1,194
Computer hardware and software		869		869
Property and equipment—at cost		869		2,063
Less: Accumulated depreciation		(869)		(1,314)
Property and equipment—net	$	—	$	749

Depreciation expense for the years ended December 31, 2025 and 2024 was $216 and $204, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies.

Commitments and Contingencies.

Note 14: Commitments and Contingencies

Stanford License Agreement— In October 2019, Combangio entered into a license agreement with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), which was amended in February 2020 and subsequently transferred to the Company by operation of law upon the Combangio Acquisition. Pursuant to the license agreement with Stanford (the “Stanford Agreement”), the Company has a worldwide, exclusive, sublicensable license under certain patent rights (“licensed patents”), directed to methods to promote eye wound healing, to make, have made, use, import, offer to sell and sell products (“licensed products”) that are covered by the licensed patents for use in all fields. Under the Stanford Agreement, the Company is required to pay Stanford annual license maintenance fees in the low-to-mid five figures which are creditable against earned royalties owed to Stanford for the same year, an aggregate of up to $1,075 for the achievement of specified development and regulatory milestones, and an aggregate of up to $1,100 for the achievement of specified sales milestones. Stanford is also entitled to receive tiered royalties in a low single digit percentage range on net sales of licensed products that are covered by a valid claim of a licensed patent. During the years ended December 31, 2025 and 2024, amounts paid to Stanford were de minimis. On September 29, 2025, the Company announced that the CHASE trial of KPI-012 for the treatment of PCED did not meet the primary endpoint of complete healing of PCED as measured by corneal fluorescein staining. The CHASE trial also failed to achieve statistical significance for key secondary efficacy endpoints and did not show any meaningful difference between either KPI-012 treatment arm and the placebo arm. Based on the CHASE trial results, we determined to cease development of KPI-012 and our MSC-S platform.

Contingencies related to the Merger Agreement— In connection with the Combangio Acquisition, the Company agreed to make additional payments based on the achievement of certain milestone events related to KPI-012. The Company recognized certain contingent consideration liabilities at fair value on the acquisition date, and revalues the remaining obligations each reporting period. The total potential maximum payout for the milestone payments, which have been recorded as liabilities at fair value, is $40,000 and the milestone payments are contingent upon the achievement of specified development, regulatory and commercialization milestones. Following the achievement of the First Dosing Milestone in February 2023, the Company paid an aggregate of $2,500 in cash and $2,354 in shares of the Company’s common stock (representing an aggregate of 105,038 shares of the Company’s common stock) to the former Combangio Equityholders in March 2023. The Company paid the remaining amount due in connection with the First Dosing Milestone of $146 in cash in January 2024. Additionally, pursuant to the merger agreement for the Combangio Acquisition, the Company could trigger potential future sales-based milestone payments of up to $65,000 and cash royalty payment obligations in the mid-to-high single digits. Because the achievement of these sales-based milestones related to KPI-012 was not considered probable as of December 31, 2025 or December 31, 2024, such contingencies have not been recorded in the Company’s consolidated financial statements. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain development, regulatory or commercial milestones.

Litigation—The Company is not currently subject to any material legal proceedings.

Guarantees and Indemnifications—The Company’s Certificate of Incorporation authorizes the Company to indemnify and advance expenses to its officers and directors and agents to the fullest extent permitted by law.

The Company’s equity agreements and certain other arrangements include standard indemnifications against claims, actions, or other matters that may arise in connection with these arrangements.

As of December 31, 2025 and 2024, the Company had not experienced any losses related to these indemnification obligations, and no claims with respect thereto were outstanding. The Company does not expect significant claims related to these indemnification obligations and has no amount accrued related to these contingencies. The Company does not expect these indemnifications to have a material adverse effect on these consolidated financial statements.

Common and Preferred Stock - Reserved Shares (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Common and Preferred Stock
Common stock shares reserved for future issuance	54,025,973	9,501,059
Warrant rights to acquire common stock
Common and Preferred Stock
Common stock shares reserved for future issuance	290	3,983
ESPP
Common and Preferred Stock
Common stock shares reserved for future issuance	37,588	35,347
Employee Stock Option
Common and Preferred Stock
Common stock shares reserved for future issuance	1,981	10,496
2009 Plan
Common and Preferred Stock
Common stock shares reserved for future issuance	26	26
2017 Plan
Common and Preferred Stock
Common stock shares reserved for future issuance	1,945,488	1,675,807
Convertible preferred stock (as converted to common stock)
Common and Preferred Stock
Common stock shares reserved for future issuance	52,040,600	7,775,400

Common and Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2025

Common and Preferred Stock

Schedule of reserved common stock shares upon exercise of rights under equity compensation plans


	December 31,	December 31,
	2025	2024
Warrant rights to acquire common stock	290	3,983
ESPP	37,588	35,347
Outstanding inducement stock option awards	1,981	10,496
2009 Plan	26	26
2017 Plan	1,945,488	1,675,807
Convertible preferred stock (as converted to common stock)	52,040,600	7,775,400
Total	54,025,973	9,501,059

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2025

Accrued Expenses

Schedule of accrued expenses and other current liabilities


	December 31,		December 31,
	2025		2024
Professional services	$	800	$	414
Development costs		269		736
Compensation and benefits		180		2,390
Accrued revenue reserves (1)		155		350
Contract manufacturing		—		672
Other		104		413
Accrued expenses and other current liabilities	$	1,508	$	4,975

(1)

Income Taxes - Change in valuation allowance (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Income Taxes
Beginning Balance	$ 139,507
Change charged to income tax expense	7,356
Ending Balance	$ 146,863

Common and Preferred Stock (Details) $ / shares in Units, $ in Thousands					12 Months Ended
	Jan. 30, 2026 USD ($) $ / shares shares	Nov. 25, 2025 Closing	Nov. 24, 2025 USD ($) $ / shares shares	Nov. 23, 2025 USD ($) Closing $ / shares	Dec. 31, 2025 USD ($) Vote $ / shares shares	Apr. 15, 2026 shares	Dec. 31, 2024 $ / shares shares
Common and Preferred Stock
Preferred stock, authorized					5,000,000		5,000,000
Preferred stock, par value \| $ / shares					$ 0.001		$ 0.001
Proceeds from issuance of Series AA preferred stock \| $					$ 1,800
Common stock, authorized					120,000,000		120,000,000
Common stock, par value \| $ / shares					$ 0.001		$ 0.001
Common stock, shares issued					27,849,725		6,091,182
Common stock, shares outstanding					27,849,725		6,091,182
Preferred Stock
Common and Preferred Stock
Preferred stock, par value \| $ / shares				$ 0.001
Number of closings \| Closing				2
Proceeds from issuance of Series AA preferred stock \| $				$ 6,000
Common stock.
Common and Preferred Stock
Number of votes entitled to each share held \| Vote					1
Series E Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					9,278		54,000
Preferred stock, shares outstanding					9,278		51,246
Series F Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					2,928		2,928
Preferred stock, shares outstanding					2,928		2,928
Series G Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					10,901		10,901
Preferred stock, shares outstanding					10,901		10,901
Series H Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					2,299		9,393
Preferred stock, shares outstanding					2,299		9,393
Series I Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					0		3,286
Preferred stock, shares outstanding					0		3,286
Series AA Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, authorized					900,000
Preferred stock, shares outstanding					900,000		0
Common stock issued upon conversion					55
Liquidation rights (in dollars per share) \| $ / shares					$ 2
Series AA Convertible Non-Redeemable Preferred Stock \| Preferred Stock
Common and Preferred Stock
Preferred stock, shares outstanding						681,818
Securities Purchase Agreement November 2025 \| Series AA Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Preferred stock, par value \| $ / shares				$ 0.001
Proceeds from issuance of Series AA preferred stock \| $			$ 1,800
Stock offering, net of issuance cost and underwriting fees (in shares)			900,000
Share price (in dollars per share) \| $ / shares			$ 2
Securities Purchase Agreement November 2025 \| Series AA Convertible Non-Redeemable Preferred Stock \| Preferred Stock
Common and Preferred Stock
Proceeds from issuance of Series AA preferred stock \| $			$ 1,800
Stock offering, net of issuance cost and underwriting fees (in shares)			900,000
Share price (in dollars per share) \| $ / shares			$ 2
Securities Purchase Agreement November 2025 \| Series Aa Convertible Non-Redeemable Preferred Stock And Series Aaa Convertible Non-Redeemable Preferred Stock
Common and Preferred Stock
Number of closings \| Closing		2		2
Securities Purchase Agreement January 2026 \| Series AAA Convertible Non-Redeemable Preferred Stock \| Subsequent Event
Common and Preferred Stock
Preferred Stock, Capital Shares Reserved for Future Issuance	2,100,000
Securities Purchase Agreement January 2026 \| Series AAA Convertible Non-Redeemable Preferred Stock \| Preferred Stock \| Subsequent Event
Common and Preferred Stock
Proceeds from issuance of Series AA preferred stock \| $	$ 4,200
Stock offering, net of issuance cost and underwriting fees (in shares)	2,100,000
Share price (in dollars per share) \| $ / shares	$ 2

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2025

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Note 3: Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and its own assumptions (unobservable inputs). The hierarchy consists of three levels:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s financial instruments as of December 31, 2025 and 2024 consisted primarily of cash equivalents and contingent consideration. Cash equivalents and contingent consideration are reported at their respective fair values on the Company’s consolidated balance sheets.

The Company acquired Combangio in November 2021 and in connection with the closing of the Combangio Acquisition, the Company agreed to issue an aggregate of 155,664 shares (the “Deferred Purchase Consideration”) of the Company’s common stock to former Combangio stockholders and other equityholders (the “Combangio Equityholders”) consisting of (i) an aggregate of 136,314 shares of common stock issued on January 3, 2022 and (ii) an aggregate of 19,350 shares of common stock that were held back as partial security for the satisfaction of indemnification obligations and other payment obligations of the Combangio Equityholders and were issued on March 10, 2023 (the “Holdback Shares”). The Company established liabilities for these considerations.

Additionally, the purchase price in connection with the Combangio Acquisition included potential future payments of up to $105,000 that are contingent upon the achievement of specified development, regulatory and commercialization milestones and are required to be recorded at fair value.

As of December 31, 2025, of the $105,000 in contingent milestone payments, the Company has paid to the Combangio Equityholders an aggregate of $2,646 in cash and $2,354 in shares of the Company’s common stock (representing an aggregate of 105,038 shares of the Company’s common stock) following dosing of the first patient in the Company’s CHASE Phase 2b clinical trial of KPI-012 for PCED in the United States in February 2023 (the “First Dosing Milestone”). Contingent consideration liabilities related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The fair values of the contingent consideration liabilities were based on a probability-adjusted discounted cash flow calculation using Level 3 fair value measurements. Changes in these estimates and assumptions could have a significant impact on the fair value of the contingent consideration liabilities. Any changes in the fair value of these contingent consideration liabilities are included in loss from operations in the consolidated statements of operations and comprehensive loss.

meaningful difference between either KPI-012 treatment arm and the placebo arm. Based on the CHASE trial results, we determined to cease development of KPI-012 and our MSC-S platform. Therefore, the contingent consideration was fully remeasured to zero with no potential possibilities for any milestone payments.

During the years ended December 31, 2025 and 2024, the change in the fair value of the contingent consideration liabilities was a gain of $4,659 and a loss of $549, respectively, primarily due to changes in discount rates, the passage of time and changes in the expected timing and probability of payment, and were recognized as a (gain)/loss on fair value remeasurement of contingent consideration in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024.

The following tables set forth the fair value of the Company’s financial instruments by level within the fair value hierarchy as of December 31, 2025 and 2024:

December 31, 2025

Fair Value

Level 1

 

Level 2

 

Level 3

Assets:

Cash equivalents

—

Total Assets

—


	December 31, 2024
	Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	39,707	$	39,707	$	—	$	—
Total Assets	$	39,707	$	39,707	$	—	$	—
Liabilities:
Contingent consideration - Non-Current	$	4,659	$	—	$	—	$	4,659
Total Liabilities	$	4,659	$	—	$	—	$	4,659

The following tables summarize quantitative information and assumptions pertaining to the fair value measurement of the Level 3 inputs as of December 31, 2025 and 2024:


	Fair Value at
	December 31,				Range
Financial Instrument	2025		Valuation Technique	Unobservable Input	(Average)
Contingent consideration	$	-	Probability-adjusted	Period of expected milestone achievement	2026 - 2028 (2028)
			discounted cash flow model	Probabilities of achievement	16.6% - 35.5% (23.4%)
				Discount rate	15.5%


	Fair Value at
	December 31,				Range
Financial Instrument	2024		Valuation Technique	Unobservable Input	(Average)
Contingent consideration	$	4,659	Probability-adjusted	Period of expected milestone achievement	2026 - 2028 (2028)
			discounted cash flow model	Probabilities of achievement	16.6% - 35.5% (23.4%)
				Discount rate	14.3%

The following table summarizes the changes in the Deferred Purchase Consideration and contingent consideration liabilities measured at fair value using Level 3 inputs for the years ended December 31, 2025 and 2024:


Contingent consideration
Balance at January 1, 2024	$	4,110
Fair value adjustments		549
Balance at December 31, 2024	$	4,659
Fair value adjustments		(4,659)
Balance at December 31, 2025	$	—

During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level 2, and Level 3.

The carrying value reported on the accompanying consolidated balance sheets of cash, accounts payable and accrued expenses approximate their fair value due to their short-term nature.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (26,980)	$ (38,511)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	317	259
Non-cash operating lease cost	280	334
Impairment of right-of-use assets	1,411
Gain on extinguishment of debt	(5,793)
(Gain) loss on fair value remeasurement of contingent consideration	(4,659)	549
Amortization of debt discount and other non-cash interest	(667)	1,248
Stock-based compensation	6,995	8,389
Issuance of Common Stock for service rendered	1,553
Issuance of Common Stock for Settlement Agreements	524
Loss on sale or disposal of property and equipment	549
Other non-cash losses		129
Change in operating assets and liabilities:
Prepaid expenses and other current assets	(317)	359
Other long-term assets	144
Accounts payable	358	(291)
Accrued expenses and other current liabilities	(3,893)	(1,528)
Lease liabilities and other long-term liabilities	(1,813)	(319)
Net cash used in operating activities	(31,991)	(29,382)
Cash flows from investing activities:
Purchases of property and equipment and other assets	(15)	(208)
Net cash used in investing activities	(15)	(208)
Cash flows from financing activities:
Payment of principal and payment fee on debt	(22,413)	(5,000)
Payment of issuance costs from issuance of common stock and Series I preferred stock	(120)
Proceeds from issuance of Series AA preferred stock	1,800
Proceeds from issuance of common stock and Series H preferred stock, net of issuance costs of $218		12,281
Proceeds from common stock offerings, net of offering costs of $866	9,134	3,394
Proceeds from issuance of common stock and Series I preferred stock		10,750
Contingent consideration related to Combangio acquisition		(119)
Payment of principal on finance lease	(92)	(45)
Proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	73	77
Net cash (used in) provided by financing activities	(11,618)	29,876
Net (decrease) increase in cash and cash equivalents:	(43,624)	286
Cash and cash equivalents at beginning of period	51,181	50,895
Cash and cash equivalents at end of period	7,557	51,181
Non-cash investing and financing activities:
Issuance of common stock to satisfy service contract in additional paid-in capital	1,553	29
Issuance costs included in accrued expenses		120
Supplemental disclosure:
Cash paid for interest	$ 2,701	4,610
Right-of-use assets obtained in exchange of finance lease obligations		160
Series G Convertible Non-Redeemable Preferred Stock
Cash flows from financing activities:
Proceeds from issuance of Series G preferred stock, net of issuance costs of $62		$ 8,538

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Payment of deferred offering costs	$ 218
ATM
Payment of deferred offering costs	69
Series G Convertible Non-Redeemable Preferred Stock
Issuance of preferred stock-net of issuance costs	62
Series H Convertible Non-Redeemable Preferred Stock
Issuance of preferred stock-net of issuance costs	96
Series I Convertible Non-Redeemable Preferred Stock
Issuance of preferred stock-net of issuance costs	$ 24

Income Taxes - Reconciliation of the federal statutory income tax rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Amount
Federal statutory income tax rate	$ (5,733)
Change in valuation allowance	7,449
Nontaxable or Nondeductible Items:
Stock Based Compensation Permanent	2,139
Mark to Market	(978)
Other Nontaxable or Nondeductible Items	82
Tax Credits:
Federal R&D and Orphan Drug Credits	(2,945)
Other	(14)
Income Tax Expense (Benefit), Total	$ 0	$ 0
Tax Jurisdiction of Domicile [Extensible Enumeration]	country:US	country:US
Percent
Federal statutory income tax rate	21.00%	21.00%
State income taxes, net of federal benefit		6.50%
Research and development tax credits		3.00%
Stock-based compensation		(3.90%)
Change in valuation allowance	(27.30%)	(26.30%)
Nontaxable or Nondeductible Items:
Stock Based Compensation Permanent	(7.80%)
Mark to Market	3.60%
Other Nontaxable or Nondeductible Items	(0.30%)
Tax Credits:
Federal R&D and Orphan Drug Credits	10.80%
Other	0.10%	(0.30%)

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	120,000,000	120,000,000
Common stock, shares issued	27,849,725	6,091,182
Common stock, shares outstanding	27,849,725	6,091,182
Series E Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	9,278	54,000
Preferred stock, shares issued	9,278	51,246
Preferred stock, shares outstanding	9,278	51,246
Series F Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	2,928	2,928
Preferred stock, shares issued	2,928	2,928
Preferred stock, shares outstanding	2,928	2,928
Series G Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	10,901	10,901
Preferred stock, shares issued	10,901	10,901
Preferred stock, shares outstanding	10,901	10,901
Series H Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	2,299	9,393
Preferred stock, shares issued	2,299	9,393
Preferred stock, shares outstanding	2,299	9,393
Series I Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	0	3,286
Preferred stock, shares issued	0	3,286
Preferred stock, shares outstanding	0	3,286
Series AA Convertible Non-Redeemable Preferred Stock
Preferred stock, authorized	900,000
Preferred stock, shares issued	900,000	0
Preferred stock, shares outstanding	900,000	0

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

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2025
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with time-based or performance-based vesting features promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, our compensation committee annually reviews the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options and/or RSUs with time-based and/or performance-based vesting conditions.We generally grant stock options and restricted stock units to our employees and directors on an annual basis. We also grant stock options and/or restricted stock units to individuals upon hire or promotion or for retention purposes. We currently do not grant stock appreciation rights or similar option-like instruments. During the last fiscal year, neither the board of directors nor the compensation committee took material nonpublic information into account when determining the timing or terms of stock options. Stock options are not granted in anticipation of the release of material nonpublic information, and the release of material nonpublic information is not timed on the grant dates of such stock options. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method	We generally grant stock options and restricted stock units to our employees and directors on an annual basis. We also grant stock options and/or restricted stock units to individuals upon hire or promotion or for retention purposes. We currently do not grant stock appreciation rights or similar option-like instruments. During the last fiscal year, neither the board of directors nor the compensation committee took material nonpublic information into account when determining the timing or terms of stock options. Stock options are not granted in anticipation of the release of material nonpublic information, and the release of material nonpublic information is not timed on the grant dates of such stock options. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Annual stock option grants to executive officers are typically approved by our board of directors or our compensation committee in December of each year and are effective on a specified date in the first or second week of January of the next year. In December of each year, our compensation committee has generally delegated authority to our Chief Executive Officer under our stock incentive plan to grant annual stock options to non-executive employees on a specified date in the first or second week of January of each year. Stock option grants to new hires are generally approved by our board of directors or compensation committee mid-month. Under our non-employee director compensation policy, the grants of our annual stock options to directors are effective on the date of the first board meeting held after each annual meeting of stockholders. During fiscal year ended December 31, 2025, we did not grant stock options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Form 10-Q or 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Predetermined	true
Award Timing MNPI Considered	false
Award Timing, How MNPI Considered	We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value	false

Common and Preferred Stock

12 Months Ended

Dec. 31, 2025

Common and Preferred Stock

Common and Preferred Stock

Note 10: Common and Preferred Stock

Preferred Stock

The Company was authorized to issue up to 5,000,000 shares of preferred stock as of December 31, 2025 and 2024. As of December 31, 2025, the Company had designated 54,000 shares of preferred stock as Series E Preferred Stock, 2,928 shares of preferred stock as Series F Preferred Stock, 10,901 shares of preferred stock as Series G Preferred Stock, 9,393 shares of preferred stock as Series H Preferred Stock, 3,286 shares of preferred stock as Series I Preferred Stock, and 900,000 shares of preferred stock as Series AA Preferred Stock, of which 9,278 shares of Series E Preferred Stock, 2,928 shares of Series F Preferred Stock, 10,901 shares of Series G Preferred Stock, 2,299 shares of Series H Preferred Stock, 0 shares of Series I Preferred Stock and 900,000 shares of Series AA Preferred Stock were outstanding as of December 31, 2025. On January 20, 2026, all of the Series E Preferred Stock, Series F Preferred Stock, Series H Preferred Stock were converted to common stock. On January 30, 2026, the Company designated 2,100,000 shares of preferred stock as Series AAA Preferred Stock. All of the shares of Series AAA Preferred Stock have been converted to common stock.

Series AA Private Placement

On November 23, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with David Lazar (“Investor”), pursuant to which the Company agreed to issue and sell, in a private placement, shares of Series AA Convertible Non-Redeemable Preferred stock (the “Series AA Preferred Shares”), par value $0.001 per share, of the Company and shares of Series AAA Convertible Non-Redeemable Preferred Stock (the “Series AAA Preferred Shares”, and together with the Series AA Preferred Shares, the “Placement Shares”), par value $0.001 per share, of the Company, in two closings for aggregate gross proceeds of up to $6.0 million. Pursuant to the Securities Purchase Agreement, Company agreed to issue and sell to the Investor at a first closing 900,000 Series AA Preferred Shares, at a price per Series AA Preferred Share equal to $2.00, for aggregate gross proceeds of $1.8 million. The closing for the Series AA Preferred Shares occurred on November 24, 2025 (the “Series AA Preferred Share Closing”). The closing for the Series AAA Preferred Shares occurred on January 30, 2026 (the “Series AA Preferred Share Closing”).

Series AA Preferred Stock

Conversion

Each outstanding share of Series AA Preferred Stock is initially convertible into 55 shares of the Company’s common stock, subject to adjustment as provided in the applicable Certificate of Designations, at any time at the option of the holder.

Voting

Shares of Series AA Preferred Stock generally have no voting rights, except to the extent provided by applicable law, and except that the consent of the holders of Series AA Preferred Stock will be required to alter, repeal or change the powers, preferences or rights of the Series AA Preferred Stock.

Dividends

Shares of Series AA Preferred Stock are entitled to receive dividends equal to (on an as-if-converted-to-common stock basis), and in the same form and manner as, dividends actually paid on shares of common stock.

Liquidation Rights

The Series AA Preferred Stock ranks on parity with the Series AAA Preferred Stock. Upon any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary (“Dissolution”), subject to any superior rights of holders of senior securities, if any, holders of Series AA Preferred Stock will be entitled to receive, on a pari passu basis as applicable (A) an amount per share of Series AA Preferred Stock equal to the greater of (i) $2.00 (as adjusted for stock splits, combinations, reorganizations and the like) plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of the Series AA Preferred Stock or Series AAA Preferred Stock, as applicable, been converted into common stock immediately prior to such Dissolution, before any distributions shall be made to holders of common stock.

If, upon any such Dissolution, the assets of the Company are insufficient to pay the holders of shares of the Series AA Preferred Stock, the holders of shares of Series AA Preferred Stock will share in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series AA Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares of were paid in full.

Common Stock

The Company was authorized to issue up to 120,000,000 shares of common stock with a $0.001 par value per share as of December 31, 2025 and 2024. The Company had 27,849,725 and 6,091,182 shares of common stock issued and outstanding as of December 31, 2025 and 2024, respectively.

Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Each election of directors by the Company’s stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by the Company’s Board of Directors, subject to any preferential dividend rights of any preferred stock that the Company may issue in the future.

In the event of the Company’s dissolution, whether voluntary or involuntary, the holders of its common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of the Series AA Preferred Stock, and any preferred stock that the Company may issue in the future. Holders of the Company’s common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of the Company’s common stock are subject to and may be adversely affected by the rights of the holders of the Series AA Preferred Stock and shares of any series of its preferred stock that the Company may designate and issue in the future.

Reserved Shares

As of December 31, 2025 and 2024, the Company has reserved the following shares of common stock for issuance upon exercise of rights under warrants, under the Amended and Restated 2017 Employee Stock Purchase Plan (the “ESPP”), upon the exercise of stock options, upon the vesting of RSUs, and upon conversion of the Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series AA Preferred Stock:


	December 31,	December 31,
	2025	2024
Warrant rights to acquire common stock	290	3,983
ESPP	37,588	35,347
Outstanding inducement stock option awards	1,981	10,496
2009 Plan	26	26
2017 Plan	1,945,488	1,675,807
Convertible preferred stock (as converted to common stock)	52,040,600	7,775,400
Total	54,025,973	9,501,059

ASC 480 - Distinguishing Liabilities from Equity determination

The Series F Preferred Stock issued pursuant to the 2023 Securities Purchase Agreement, the Series G Preferred Stock issued pursuant to the March 2024 Securities Purchase Agreement, the Series H Preferred Stock issued pursuant to the June 2024 Securities Purchase Agreement, the Series I Preferred Stock issued pursuant to the December 2024 Securities Purchase Agreement, and the Series AA Preferred Stock issued pursuant to the Series A Securities Purchase Agreement were not within the scope of ASC 480. These instruments did not contain any embedded derivatives required to be bifurcated from the Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series AA Preferred Stock and these instruments were equity classified within permanent equity.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
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+ Details

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock Series E Convertible Non-Redeemable Preferred Stock	Preferred Stock Series F Convertible Non-Redeemable Preferred Stock	Preferred Stock Series G Convertible Non-Redeemable Preferred Stock	Preferred Stock Series H Convertible Non-Redeemable Preferred Stock	Preferred Stock Series I Convertible Non-Redeemable Preferred Stock	Preferred Stock Series AA Convertible Non-Redeemable Preferred Stock	Common Stock At The Market Offering	Common Stock Oxford settlement agreement	Common Stock Settlement agreement	Common Stock	Additional Paid-in Capital At The Market Offering	Additional Paid-in Capital Oxford settlement agreement	Additional Paid-in Capital Settlement agreement	Additional Paid-in Capital	Accumulated Deficit	At The Market Offering	Oxford settlement agreement	Settlement agreement	Total
Balance as of beginning of period at Dec. 31, 2023										$ 3,000				$ 636,910,000	$ (629,409,000)				$ 7,504,000
Balance as of beginning of period (in shares) at Dec. 31, 2023	51,246	2,928								2,759,372
Stockholders' Equity
At the market offering, net of offering costs							$ 1,000				$ 3,393,000					$ 3,394,000
At the market offering, net of offering costs (in shares)							527,940
Exercise of stock options														9,000					$ 9,000
Exercise of stock options (in shares)										1,281									1,281
Issuance of common stock for vested restricted stock units (in shares)										249,224
Issuance of common stock under employee stock purchase plan														68,000					$ 68,000
Issuance of common stock under employee stock purchase plan (in shares)										11,448
Issuance of common stock to satisfy service contract														29,000					29,000
Issuance of common stock to satisfy service contract (in shares)										4,000
Common stock offering, net of offering costs										$ 2,000				15,418,000					15,420,000
Common stock offering, net of offering costs (in shares)										2,537,917
Issuance of common stock upon conversion of Series G preferred stock														8,538,000					8,538,000
Issuance of common stock upon conversion of Series G preferred stock (in shares)			10,901
Issuance of common stock upon conversion of Series H preferred stock				$ 9,393										5,399,000					5,399,000
Issuance of convertible non-redeemable non-controlling preferred stock, net of issuance cost														2,093,000					2,093,000
Issuance of convertible non-redeemable non-controlling preferred stock, net of issuance cost (in shares)					3,286
Stock-based compensation expense														8,389,000					8,389,000
Net Income (Loss)															(38,511,000)				(38,511,000)
Balance as of end of period at Dec. 31, 2024										$ 6,000				680,246,000	(667,920,000)				12,332,000
Balance as of end of period (in shares) at Dec. 31, 2024	51,246	2,928	10,901	9,393	3,286					6,091,182
Stockholders' Equity
At the market offering, net of offering costs						$ 1,000								1,799,000					1,800,000
At the market offering, net of offering costs (in shares)						900,000
Exercise of stock options														6,000					$ 6,000
Exercise of stock options (in shares)										885									885
Issuance of common stock for vested restricted stock units (in shares)										287,231
Issuance of common stock under employee stock purchase plan														67,000					$ 67,000
Issuance of common stock under employee stock purchase plan (in shares)										15,627
Issuance of common stock to satisfy service contract								$ 2,000	$ 2,000	$ 3,000		$ 1,563,000	$ 522,000	1,550,000			$ 1,565,000	$ 524,000	1,553,000
Issuance of common stock to satisfy service contract (in shares)								1,620,000	900,000	3,400,000
Issuance of common stock upon conversion of Preferred Stock										$ 5,000				(5,000)
Issuance of common stock upon conversion of Preferred Stock (in shares)	(41,968)			(7,094)	(3,286)					5,234,800
Issuance of Common Stock, net of issuance cost										$ 10,000				9,124,000					9,134,000
Issuance of Common Stock, net of issuance cost (in shares)										10,000,000
Stock-based compensation expense														6,995,000					6,995,000
Stock-based compensation expense (in shares)										300,000
Net Income (Loss)															(26,980,000)				(26,980,000)
Balance as of end of period at Dec. 31, 2025						$ 1,000				$ 28,000				$ 701,867,000	$ (694,900,000)				$ 6,996,000
Balance as of end of period (in shares) at Dec. 31, 2025	9,278	2,928	10,901	2,299		900,000				27,849,725

Commitments and Contingencies - Guarantees and Indemnifications (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Indemnification obligations
Indemnification obligations	$ 0	$ 0

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2025

Property and Equipment, Net

Schedule of property and equipment, net


	December 31,		December 31,
	2025		2024
Equipment	$	—	$	1,194
Computer hardware and software		869		869
Property and equipment—at cost		869		2,063
Less: Accumulated depreciation		(869)		(1,314)
Property and equipment—net	$	—	$	749

Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Outstanding securities excluded from the computation of diluted weighted average shares outstanding
Outstanding securities excluded from the computation of diluted weighted average shares outstanding (in shares)	20,169,390	8,825,879
Options to purchase shares of common stock
Outstanding securities excluded from the computation of diluted weighted average shares outstanding
Outstanding securities excluded from the computation of diluted weighted average shares outstanding (in shares)	1,373,291	905,645
Unvested RSUs
Outstanding securities excluded from the computation of diluted weighted average shares outstanding
Outstanding securities excluded from the computation of diluted weighted average shares outstanding (in shares)	360,039	621,886
Unexercised warrants
Outstanding securities excluded from the computation of diluted weighted average shares outstanding
Outstanding securities excluded from the computation of diluted weighted average shares outstanding (in shares)	3,060	4,223
Convertible preferred stock (as converted to common stock)
Outstanding securities excluded from the computation of diluted weighted average shares outstanding
Outstanding securities excluded from the computation of diluted weighted average shares outstanding (in shares)	18,433,000	7,294,125

Lease - Operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
Lease - Operating leases (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Lease cost
Operating lease cost	$ 546	$ 596
Short-term lease cost	37	34
Variable lease cost	179	209
Total lease cost	762	839
Operating cash outflows from operating leases	$ 550	$ 581
Weighted average remaining lease term		3 years 8 months 12 days
Weighted average discount rate		13.10%

Stock-based Compensation - RSUs Activity (Details) - RSU - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Shares
Unvested and outstanding balance at beginning of period (in shares)	544,117
Granted (in shares)	106,725	71,830
Vested (in shares)	(311,509)
Forfeited (in shares)	(152,870)
Unvested and outstanding balance at end of period (in shares)	186,463	544,117
Vested and deferred (in shares)	44,484
Weighted Average Grant Date Fair Value
Unvested and outstanding balance at beginning of period (in dollars per share)	$ 21.67
Granted (in dollars per share)	7.07
Vested (in dollars per share)	24.64
Forfeited (in dollars per shares)	$ 15.36
Unvested and outstanding balance at end of period (in dollars per share)		$ 21.67

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Taxes

Income Taxes

Note 13: Income Taxes

The Company has had no income tax expense due to operating losses incurred for the years ended December 31, 2025 and 2024. The Company has also not recorded any income tax benefits for the net operating losses incurred in each period due to its uncertainty of realizing a benefit from those items. All of the Company’s losses before income taxes were generated in the United States.

Beginning in 2025 annual reporting, the Company has adopted ASU 2023-09 prospectively. The difference between the Company's effective income tax rate and the U.S. federal statutory rate of 21% was primarily driven by the change in the valuation allowance. A reconciliation of the federal statutory income tax rate to the Company's effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows:


	Year Ended December 31, 2025
Federal statutory income tax rate	$	(5,733)		21.0	%
Effect of:
State income taxes, net of federal benefit		—		—
Change in Valuation Allowance		7,449		(27.3)
Nontaxable or Nondeductible Items:
Stock Based Compensation Permanent		2,139		(7.8)
Mark to Market		(978)		3.6
Other Nontaxable or Nondeductible Items		82		(0.3)
Tax Credits:
Federal R&D and Orphan Drug Credits		(2,945)		10.8
Other		(14)		0.1
	$	—		—	%

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2024 is as follows:
			Year Ended December 31, 2024
Federal statutory income tax rate			21.0		%
Effect of:
State income taxes, net of federal benefit			6.5
Research and development tax credits			3.0
Stock-based compensation			(3.9)
Change in valuation allowance			(26.3)
Other			(0.3)
Effective income tax rate			—		%

Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following:


		December 31,
		2025			2024
Deferred tax assets:
Net operating loss carryforwards		$	131,286		$	121,135
Capitalized research and development and start-up expenditures			9,865			13,878
Research and development tax credit carryforwards			5,492			2,476
Stock-based compensation			—			1,203
Lease liabilities			—			535
Rebates, incentives, trade discounts and allowances			43			103
Other			177			676
Total deferred tax assets		$	146,863		$	140,006

Deferred tax liabilities:
Right-of-use assets			—			(499)
Total deferred tax liabilities		$	—		$	(499)
Valuation allowance		$	(146,863)		$	(139,507)
Net deferred tax assets		$	—		$	—

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2025 and 2024. The valuation allowance increased by $7,356 and $10,776 during the years ended December 31, 2025 and 2024, respectively. The current year and prior year increase is largely the result of an increase to federal net operating losses and generation of federal and state research and development tax credits. Management reevaluates the positive and negative evidence at each reporting period.

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:


	Year Ended
	December 31,
	2025
Beginning Balance	$	139,507
Change charged to income tax expense		7,356
Changes charged to OCI		—
Changed charged to goodwill		—
Ending Balance	$	146,863

As of December 31, 2025 and 2024, the Company had federal net operating loss carryforwards of $561,353 and $405,544, respectively, which may be available to offset future federal tax liabilities and expire at various dates beginning in 2030. As of December 31, 2025 and 2024, the Company had state net operating loss carryforwards of $491,801 and $469,053, respectively, which may be available to offset future state income tax liabilities and expire at various dates beginning in 2025. As of December 31, 2025 and 2024, the Company had federal and state research and development credit carryforwards of $5,492 and $2,476, respectively.

Realization of the future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company’s ownership, including a sale of the Company, or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss carryforwards, which could be used annually to offset future taxable income. The Company has completed an analysis as of December 31, 2022 and determined that an additional ownership change occurred during December 2022 as a result of the issuance of Series E Preferred Stock, further limiting the net operating loss carryforwards and research and development tax credits due to the expiration of those attributes. As a result, the utilization of the Company’s net operating loss carryforwards is subject to an annual limitation of $222, which is reflected in the numbers presented above.

The Tax Cuts and Jobs Act resulted in significant changes to the treatment of research and developmental expenditures under Section 174 of the Internal Revenue Code. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all research and development expenditures that are paid or incurred in connection with their trade or business. Per the One Big Beautiful Bill Act, effective July 4, 2025, taxpayers are still required to capitalize foreign research and development expenditures over 15 years, but now have the opportunity to deduct domestic research and development expenditures under IRC 174A. The Company has elected to continue to amortize prior year domestic capitalized costs until the amortization of such costs is complete.

The Company files its corporate income tax returns in the United States and various states. All tax years since the date of incorporation remain open to examination by the major taxing jurisdictions (state and federal) to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (‘‘IRS’’) or other authorities if they have or will be used in a future period. The Company is not currently under examination by the IRS or any other jurisdictions for any tax year.

As of December 31, 2025 and 2024 the Company had no uncertain tax positions. The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2025 and 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details