ProMIS Neurosciences (PMN) - 2025 Q2 - Quarterly Report

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This section outlines the nature of forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially - Forward-looking statements are based on current beliefs, expectations, or assumptions about the future of the business, plans, strategies, and operational results, rather than historical facts[7] - These statements are subject to known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those projected[7][9] - Key areas covered by forward-looking statements include contingent payments, R&D costs, foreign currency risk, fair value estimates, competition, patent terms, corporate strategy, liquidity, Nasdaq listing, business growth drivers, product candidate development timelines, legal proceedings, and the impact of global events and healthcare reforms[8][11] PART I — FINANCIAL INFORMATION This part presents the company's unaudited interim financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Condensed Consolidated Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements, providing a snapshot of the company's financial position and performance Condensed Consolidated Balance Sheets This section details the company's assets, liabilities, and shareholders' deficit at the end of the reporting period Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Cash | $4,510,119 | $13,291,167 | $(8,781,048) | | Total current assets | $9,509,496 | $18,911,456 | $(9,401,960) | | Total current liabilities | $9,824,087 | $2,218,425 | $7,605,662 | | Total liabilities | $9,892,074 | $2,423,280 | $7,468,794 | | Total shareholders' (deficit) equity | $(382,578) | $16,488,176 | $(16,870,754) | | Accumulated deficit | $(108,152,005) | $(90,687,073) | $(17,464,932) | Condensed Consolidated Statements of Operations This section presents the company's operating expenses and net loss for the reported interim periods Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $8,749,784 | $1,625,821 | $14,214,034 | $3,749,599 | | General and administrative | $1,434,877 | $1,087,885 | $3,430,723 | $2,640,758 | | Total operating expenses | $10,184,661 | $2,713,706 | $17,644,757 | $6,390,357 | | Net loss | $(10,117,029) | $(2,623,657) | $(17,464,932) | $(6,258,745) | | Net loss per share (basic & diluted) | $(0.29) | $(0.13) | $(0.50) | $(0.32) | - Research and development expenses increased significantly by 438% for the three months ended June 30, 2025, and 284% for the six months ended June 30, 2025, compared to the prior year periods[17] Condensed Consolidated Statements of Changes in Shareholders' Deficit This section details the changes in the components of shareholders' deficit during the reporting period Changes in Shareholders' Deficit (January 1, 2025 to June 30, 2025) | Item | Balance, Jan 1, 2025 | Share-based compensation expense | Re-measurement of liability-classified CAD stock options | Net loss | Balance, June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Additional Paid-in Capital | $107,546,433 | $457,310 | $136,868 | — | $108,140,611 | | Accumulated Deficit | $(90,687,073) | — | — | $(17,464,932) | $(108,152,005) | | Total Shareholders' (Deficit) Equity | $16,488,176 | $457,310 | $136,868 | $(17,464,932) | $(382,578) | Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net Loss | $(17,464,932) | $(6,258,745) | | Net cash used in operating activities | $(8,781,048) | $(11,795,957) | | Net cash provided by financing activities | — | $190,274 | | Net decrease in cash | $(8,781,048) | $(11,605,683) | | Cash at end of period | $4,510,119 | $992,463 | - Cash used in operating activities decreased by $3.0 million for the six months ended June 30, 2025, compared to the same period in 2024, despite a higher net loss, due to favorable changes in operating assets and liabilities, particularly increases in accrued liabilities and accounts payable[24][148][149] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed disclosures and explanations of the amounts presented in the financial statements 1. DESCRIPTION OF BUSINESS This note describes the company's focus on developing therapies for neurodegenerative diseases and its current financial challenges - ProMIS Neurosciences Inc. develops antibody therapies and therapeutic vaccines for neurodegenerative diseases like Alzheimer's, MSA, and ALS, focusing on misfolded proteins[27] - The company's lead product candidates include PMN310 for AD, PMN267 for ALS, and PMN442 for MSA and Parkinson's disease, all designed to selectively target toxic misfolded proteins[28] - The company's success is dependent on obtaining regulatory approvals, marketing products, and securing additional financing, with management expressing substantial doubt about its ability to continue as a going concern due to ongoing losses and funding needs[30][31] 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the accounting principles and policies used in preparing the financial statements - The financial statements are prepared in conformity with U.S. GAAP and include all normal recurring adjustments necessary for fair presentation[35][36] - The company operates as a single operating segment (life science) and consolidates its wholly-owned subsidiary, ProMIS USA[38][40] - As an Emerging Growth Company, ProMIS has elected to use the extended transition period for complying with new or revised accounting standards[41] 3. FAIR VALUE MEASUREMENTS This note provides details on the fair value hierarchy for financial assets and liabilities Fair Value Measurements (June 30, 2025) | Category | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Short-term investments | $33,051 | $— | $— | $33,051 | | Share-based compensation liability | $— | $— | $62,395 | $62,395 | | Warrant liability | $— | $— | $5,592 | $5,592 | Fair Value Measurements (December 31, 2024) | Category | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | Short-term investments | $33,051 | $— | $— | $33,051 | | Share-based compensation liability | $— | $— | $199,263 | $199,263 | | Warrant liability | $— | $— | $5,592 | $5,592 | - Share-based compensation liability decreased from $199,263 at December 31, 2024, to $62,395 at June 30, 2025[45] 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS This note details the components of prepaid expenses and other current assets Prepaid Expenses and Other Current Assets | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Upfront research payments | $4,759,310 | $5,087,692 | | Accrued interest and other receivables | $29,484 | $78,034 | | Insurance | $89,136 | $335,976 | | License fees | $75,352 | $38,255 | | Miscellaneous | $13,044 | $47,281 | | Total | $4,966,326 | $5,587,238 | 5. ACCRUED LIABILITIES AND ACCOUNTS PAYABLE This note details the components of accrued liabilities Accrued Liabilities | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Legal | $33,931 | $44,610 | | Accounting | $138,096 | $95,182 | | Research and development | $6,564,059 | $223,559 | | Severance | $303,546 | $38,328 | | Other | $4,276 | $79,283 | | Total | $7,043,908 | $480,962 | - Research and development accrued liabilities increased by over $6.3 million from December 31, 2024, to June 30, 2025[47] 6. EQUITY This note describes the company's equity structure, including common shares, warrants, and recent financing activities Common Shares Reserved for Future Issuance | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Warrants | 57,141,386 | 57,141,386 | | Options issued and outstanding | 3,760,859 | 3,574,453 | | Deferred Share Units granted | 1,061 | 1,061 | | Common Shares available for grant | 2,776,979 | 2,963,385 | | Total | 63,680,285 | 63,680,285 | - In July 2024, the company completed a private placement (PIPE) raising $30.3 million gross proceeds, involving common share units and pre-funded units with various warrants[53][54] - The Tranche A and B Warrants from the July 2024 PIPE were initially classified as liabilities due to shareholder approval requirements, then reclassified to equity after approval on October 23, 2024, resulting in a $22.5 million change in fair value recorded as other income (expense)[57][59] 7. WARRANTS This note provides a summary of the outstanding common share warrants Outstanding Common Share Warrants (June 30, 2025) | Exercise Price ($) | Number of Warrants | Expiry Date | | :--- | :--- | :--- | | C$12.00 | 279,613 | November 2025 | | US$2.02 | 14,128,696 | January 2026 | | US$12.60 | 524,088 | August 2026 | | US$9.60 | 146,744 | August 2026 | | US$2.02 | 14,128,696 | January 2027 | | US$7.50 | 345,938 | April 2028 | | US$6.10 | 69,188 | April 2028 | | US$1.75 | 11,227,714 | February 2029 | | US$2.50 | 14,128,696 | July 2029 | | US$0.01 | 2,162,013 | None | | Total | 57,141,386 | | - No warrant exercises occurred during the three or six months ended June 30, 2025[64] 8. SHARE-BASED COMPENSATION This note details the company's stock option plans and related compensation expenses - The 2025 Stock Option Plan replaced the 2015 plan, reserving 2,946,719 Common Shares for issuance, with 2,776,979 options available for grant as of June 30, 2025[65] Share-based Compensation Expense | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Research and development | $37,883 | $3,813 | $75,557 | $7,625 | | General and administrative | $174,132 | $14,186 | $381,753 | $73,958 | | Total | $212,015 | $17,999 | $457,310 | $81,583 | - Total share-based compensation expense significantly increased to $457,310 for the six months ended June 30, 2025, from $81,583 in the prior year, with a substantial portion allocated to general and administrative expenses[72] 9. SEGMENT REPORTING This note describes the company's single operating segment and related financial information - The company has one reportable segment: life science, which involves the development of clinical and preclinical product candidates[73] - The CODM (Chief Executive Officer) assesses segment performance based on net income (loss) and cash forecast models, as the company has not generated any product revenue to date[75][76] Segment Operating Expenses and Net Loss | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | PMN310 development program costs | $8,050,610 | $1,073,864 | $12,776,951 | $2,623,174 | | Total Operating Expenses | $10,184,661 | $2,713,706 | $17,644,757 | $6,390,357 | | Net Loss | $10,117,029 | $2,623,657 | $17,464,932 | $6,258,745 | 10. RELATED PARTY TRANSACTIONS This note discloses transactions with related parties, including a collaborative research agreement - The company has a collaborative research agreement (CRA) with UBC and Vancouver Coastal Health Authority, extended to February 2026, with aggregate funding increased to C$5,830,000[80] Related Party Transaction Costs (UBC CRA) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cash payments | $283,600 | $149,160 | | Incurred costs | $283,307 | $294,333 | 11. COMMITMENTS AND CONTINGENCIES This note outlines the company's contractual commitments and potential contingencies - Compensation under research, development, and license agreements typically includes upfront fees, milestone payments, and royalty payments, with no accruals for milestone or royalty amounts required as of June 30, 2025[81][82][83] - The company has an ongoing license agreement with UBC, requiring an annual license fee of C$25,000, and indemnification agreements with its directors and officers[85][86] 12. NET LOSS PER SHARE This note explains the calculation of basic and diluted net loss per share Net Loss Per Share (Basic and Diluted) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(10,117,029) | $(2,623,657) | $(17,464,932) | $(6,258,745) | | Weighted-average shares outstanding (basic and diluted) | 34,851,203 | 19,770,739 | 34,851,203 | 19,544,908 | | Net loss per share (basic and diluted) | $(0.29) | $(0.13) | $(0.50) | $(0.32) | - Stock options and warrants were excluded from diluted net loss per share calculation as their effect would be anti-dilutive[87][88] Potentially Dilutive Common Shares Equivalents Excluded | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Options issued and outstanding | 3,760,859 | 1,087,493 | | Warrants | 54,979,373 | 12,793,270 | | Series 2 Convertible Preferred Shares | — | 1,166,667 | | Deferred Share Units | 1,061 | 1,061 | | Total | 58,741,293 | 15,048,491 | 13. SUBSEQUENT EVENTS This note describes significant events that occurred after the balance sheet date - On July 21, 2025, the company terminated its At-the-Market (ATM) Offering Agreement[89] - In July 2025, the company received aggregate gross proceeds of $21.6 million from a registered direct offering ($0.8 million), two private placements ($2.4 million and $3.0 million), and discounted warrant exercises ($15.9 million)[90][91][94][95] - The July 22, 2025, and July 29, 2025, PIPE offerings involved the sale of warrants to purchase 12,616,821 and 15,616,360 Common Shares, respectively, both with an exercise price of $1.25 per share[91][93][94] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition, results of operations, and liquidity, emphasizing significant operating losses and the need for additional funding Overview This section provides a high-level summary of the company's business, financial performance, and going concern uncertainty - ProMIS is developing antibody therapies for neurodegenerative diseases (AD, MSA, ALS) by selectively targeting misfolded toxic proteins using its patented technology platform[97][98] - The company has incurred significant operating losses since inception, with a net loss of $17.5 million for the six months ended June 30, 2025, and an accumulated deficit of $108.2 million[100] - Management believes there is substantial doubt about the company's ability to continue as a going concern, requiring significant additional funding to support operations and growth strategy[102][104] Program Updates This section details the progress of the company's key therapeutic development programs - PMN310, the lead product candidate for Alzheimer's disease, is in a Phase 1b clinical trial (PRECISE-AD), with all of Cohort 1 and over 50% of Cohort 2 enrolled, and no cases of ARIA observed to date[105][106][108] - PMN310 received FDA Fast Track Designation on July 21, 2025, recognizing its potential to address an unmet medical need in AD[108] - Six-month interim data for PMN310 is anticipated in Q2 2026, with topline results expected in Q4 2026[108] - PMN267 (ALS) and PMN442 (MSA) have been humanized and are ready to progress to IND-enabling studies, contingent on sufficient resources[110][112] Recent Corporate Highlights This section summarizes key corporate achievements and financing activities - PMN310 was granted Fast Track Designation by the FDA on July 21, 2025[118] - As of August 13, 2025, over 50% of planned patient enrollment for the PMN310 trial has been achieved, with no observed cases of ARIA[118] - In July 2025, the company received aggregate gross proceeds of $21.6 million across multiple transactions, including a registered direct offering, private placements, and discounted warrant exercises[118] Components of Operating Results This section breaks down the key components of the company's operating results Revenue This subsection clarifies the company's current revenue status - The company has not generated any revenue since its inception and does not expect to generate significant revenue from product sales in the near future[116] Operating Expenses This subsection details the primary categories of operating expenses Research and Development Expenses This section describes the costs associated with the company's research and development activities - Research and development expenses primarily consist of employee-related expenses, external research and development expenses (e.g., CROs, consultants), costs for acquiring, developing, and manufacturing clinical study materials, and costs associated with preclinical and clinical activities[117][126] - These expenses are expected to increase substantially as the company advances its product candidates through clinical development and seeks regulatory approvals[121] General and Administrative Expenses This section describes the costs associated with administrative and corporate functions - General and administrative expenses primarily include personnel costs (salary, bonus, benefits, share-based compensation), intellectual property development and protection costs, professional service fees, and other general overhead and facility costs[123] - These expenses are expected to increase substantially to support business growth and ongoing research and development activities[123] Other (Expense) Income This section describes other non-operating income and expenses - Other (expense) income primarily consists of interest expense on deferred accounts payable, changes in the fair value of financial instruments, and interest income[124] Results of Operations - Six Months Ended June 30, 2025 and 2024 This section provides a comparative analysis of operating results for the six-month periods Results of Operations (Six Months Ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $14,214,034 | $3,749,599 | $10,464,435 | | General and administrative | $3,430,723 | $2,640,758 | $789,965 | | Total operating expenses | $17,644,757 | $6,390,357 | $11,254,400 | | Net loss | $(17,464,932) | $(6,258,745) | $(11,206,187) | - Research and development expenses increased by $10.5 million (284%) for the six months ended June 30, 2025, primarily due to the PMN310 phase 1b trial[128] - General and administrative expenses increased by $0.8 million (31%), driven by higher employee salaries and benefits (including severance costs) and facility-related costs, partially offset by decreased professional and consulting fees[129] Results of Operations - Three Months Ended June 30, 2025 and 2024 This section provides a comparative analysis of operating results for the three-month periods Results of Operations (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Research and development | $8,749,784 | $1,625,821 | $7,123,963 | | General and administrative | $1,434,877 | $1,087,885 | $346,992 | | Total operating expenses | $10,184,661 | $2,713,706 | $7,470,955 | | Net loss | $(10,117,029) | $(2,623,657) | $(7,493,372) | - Research and development expenses increased by $7.1 million (438%) for the three months ended June 30, 2025, primarily due to the PMN310 phase 1b trial[132] - General and administrative expenses increased by $0.3 million (32%), driven by higher employee salaries, benefits, and share-based compensation, partially offset by decreased patent and professional/consulting fees[133][134] Liquidity and Capital Resources This section discusses the company's financial liquidity, capital resources, and funding needs Sources of Liquidity This subsection details the company's primary sources of funding and its current financial position - The company is a pre-revenue development stage company, financing operations through the sale of equity and debt securities and the conversion of warrants and share options[136] - As of June 30, 2025, cash was $4.5 million, with a net loss of $17.5 million and negative cash flow from operations of $8.8 million for the six months ended June 30, 2025[146] - In July 2025, the company received aggregate gross proceeds of $21.6 million from a registered direct offering, private placements, and discounted warrant exercises[145][146] - Management believes these conditions raise substantial doubt about the company's ability to continue as a going concern within the next 12 months, requiring additional funding for future clinical activities and existing liabilities[146] Cash Flows This subsection provides a detailed analysis of the company's cash flow activities Cash Flows Used in Operating Activities This section analyzes the cash used for the company's principal operations - Cash used in operating activities was $8.8 million for the six months ended June 30, 2025, primarily due to a net loss of $17.5 million, partially offset by non-cash adjustments and favorable changes in operating assets and liabilities[148] - For the six months ended June 30, 2024, cash used in operating activities was $11.8 million, driven by a net loss of $6.3 million and a net change of $5.5 million in operating assets and liabilities, including a $5.9 million repayment on deferred accounts payable[149][150] Cash Flows Used in Investing Activities This section analyzes cash flows related to the acquisition and disposal of long-term assets - There was no cash used in investing activities during the six months ended June 30, 2025, or 2024[151] Cash Flows from Financing Activities This section analyzes cash flows related to equity and debt financing - No cash was provided by financing activities during the six months ended June 30, 2025[152] - Cash provided by financing activities during the six months ended June 30, 2024, was $0.2 million from the sale of Common Shares under the At The Market Offering Agreement[152] Critical Accounting Policies and Estimates This section highlights the accounting policies and estimates that are most critical to the financial statements - The company's financial statements are prepared in accordance with U.S. GAAP, requiring management to make significant judgments and estimates, particularly for accruals of research and development expenses[153] - No material changes to critical accounting estimates have occurred since December 31, 2024[154] Recently Issued Accounting Pronouncements This section discusses the potential impact of new accounting standards - The company is analyzing the impact of ASU 2024-03, which requires disaggregation of income statement expenses, effective for annual periods starting January 1, 2027[43][155] Emerging Growth Company Status This section describes the company's status as an emerging growth company and its implications - The company is an "emerging growth company" under the JOBS Act and has elected to use the extended transition period for adopting new or revised accounting standards[156][157] Fully Diluted Share Capital This section provides a summary of the company's fully diluted share capital Fully Diluted Share Capital (June 30, 2025) | Item | Number of Common Shares and Common Share Equivalents | | :--- | :--- | | Common Shares | 32,689,190 | | Options issued and outstanding | 3,760,859 | | Warrants | 57,141,386 | | Deferred share units | 1,061 | | Total | 93,592,496 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to various market risks, including credit, liquidity, and inflation risk - The company is exposed to credit risk, liquidity risk, and inflation risk in its normal course of business[159] - Credit risk is managed by placing cash with accredited financial institutions and investing in high-quality government and corporate issuers with low credit risk[160] - Liquidity risk is managed by continuously monitoring actual and projected cash flows and relying on external fundraising, as the company is a pre-revenue development stage entity[161] - Inflation did not have a material effect on the company's business, financial condition, or results of operations during the six months ended June 30, 2025[162] Item 4. Controls and Procedures This section evaluates the effectiveness of the company's disclosure controls and procedures and discusses internal control over financial reporting Evaluation of Disclosure Controls and Procedures This subsection presents management's conclusion on the effectiveness of disclosure controls - The company's management concluded that its disclosure controls and procedures were not effective as of June 30, 2025, due to a previously identified material weakness in internal control over financial reporting[164] Material Weakness in Internal Control Over Financial Reporting This subsection describes the identified material weakness in internal controls - A material weakness was identified in the company's internal control over financial reporting due to the failure to design sufficient and appropriate review controls over certain fair value calculations, including the July 2024 PIPE Warrant Liability[165] - This material weakness could potentially result in a material misstatement of the company's annual or interim financial statements not being prevented or detected on a timely basis[165] Remediation Measures This subsection outlines the steps being taken to address the material weakness - The company has implemented measures to remediate the material weakness, including ensuring appropriate levels of review over the calculation of the fair value of its financial instruments, but there is no assurance these initiatives will ultimately have the intended effects[169] Changes in Internal Control Over Financial Reporting This subsection reports any changes to internal controls during the reporting period - Except for the remediation measures related to the material weakness, there have been no other changes in internal control over financial reporting during the three months ended June 30, 2025, that materially affected or are reasonably likely to materially affect it[170] PART II — OTHER INFORMATION This part contains other required disclosures, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section discloses any material pending legal proceedings - The company is not currently a party to any material litigation or legal proceedings that, in management's opinion, are likely to have a material adverse effect on its business[172] Item 1A. Risk Factors This section highlights key risks that could adversely affect the company's business, financial condition, and results of operations - There is substantial doubt about the company's ability to continue as a going concern due to incurred losses and the need for significant additional financing to fund development programs and operations[174][175] - The company has identified a material weakness in its internal control over financial reporting related to insufficient review controls over fair value measurements, which could adversely affect financial reporting and investor confidence[178][179] - Changes to U.S. fiscal, tax, and other federal policies, including tariffs and tax reforms, could materially and adversely affect the company's business[182][183][184] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on sales of unregistered equity securities - No unregistered sales of equity securities or use of proceeds occurred during the reporting period[187] Item 3. Defaults Upon Senior Securities This section reports any defaults on senior securities - No defaults upon senior securities occurred during the reporting period[188] Item 4. Mine Safety Disclosures This section addresses mine safety disclosures, if applicable - This item is not applicable to the company[189] Item 5. Other Information This section includes any other information not previously reported - No officer or director adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025[189] Item 6. Exhibits This section lists the documents filed as exhibits to the report - The exhibits include forms of Pre-Funded Warrants and Warrants, the 2025 Stock Option and Incentive Plan, Registration Rights Agreements, and certifications required by the Sarbanes-Oxley Act[191] Signatures This section contains the legally required signatures of the company's certifying officers - The report was signed by Neil Warma, Chief Executive Officer, and Daniel Geffken, Chief Financial Officer, on August 13, 2025[197]