Tourmaline Bio(TRML) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited financial statements and management's discussion and analysis Item 1. Financial Statements This section provides the company's unaudited condensed consolidated financial statements and explanatory notes for the periods presented Condensed Consolidated Balance Sheets This section presents the company's condensed consolidated balance sheets, showing assets, liabilities, and equity at period-end | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total assets | $269,295 | $309,001 | $(39,706) | | Total liabilities | $10,103 | $8,949 | $1,154 | | Total stockholders' equity | $259,192 | $300,052 | $(40,860) | | Cash and cash equivalents | $31,423 | $30,506 | $917 | | Short-term investments | $207,811 | $227,797 | $(19,986) | | Long-term investments | $17,184 | $36,633 | $(19,449) | Condensed Consolidated Statements of Operations and Comprehensive Loss This section presents the company's condensed consolidated statements of operations and comprehensive loss for the periods ended June 30, 2025 and 2024 | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $19,634 | $15,734 | $39,892 | $27,110 | | General and administrative | $6,340 | $6,237 | $12,313 | $12,378 | | Total operating expenses | $25,974 | $21,971 | $52,205 | $39,488 | | Loss from operations | $(25,974) | $(21,971) | $(52,205) | $(39,488) | | Other income, net | $2,882 | $4,484 | $6,143 | $8,690 | | Net loss | $(23,092) | $(17,487) | $(46,062) | $(30,798) | | Net loss per share, basic and diluted | $(0.90) | $(0.68) | $(1.79) | $(1.24) | Condensed Consolidated Statements of Stockholders' Equity This section details changes in stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit | Metric (in thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | Change | | :-------------------- | :--------------------------- | :----------------------- | :----- | | Common Stock Amount | $3 | $3 | $0 | | Additional Paid-In Capital | $435,014 | $440,391 | $5,377 | | Accumulated Other Comprehensive Income | $296 | $121 | $(175) | | Accumulated Deficit | $(135,261) | $(181,323) | $(46,062) | | Total Stockholders' Equity | $300,052 | $259,192 | $(40,860) | - Stock-based compensation expense for the six months ended June 30, 2025, was $4.7 million, contributing to the increase in additional paid-in capital[18] Condensed Consolidated Statements of Cash Flows This section presents the company's condensed consolidated statements of cash flows, detailing operating, investing, and financing activities | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | $(41,943) | $(32,930) | $(9,013) | | Net cash provided by (used in) investing activities | $42,244 | $(199,000) | $241,244 | | Net cash provided by financing activities | $616 | $161,352 | $(160,736) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $917 | $(70,578) | $71,495 | | Cash, cash equivalents and restricted cash—End of period | $31,650 | $70,375 | $(38,725) | Notes to Condensed Consolidated Financial Statements This section provides detailed explanatory notes to the condensed consolidated financial statements, clarifying accounting policies and financial items 1. Nature of Business The company is a late-stage clinical biotechnology firm developing pacibekitug, with sufficient capital to fund operations for at least 12 months - Tourmaline Bio, Inc. is a late-stage clinical biotechnology company developing pacibekitug, a fully human monoclonal antibody targeting interleukin-6 for immune and inflammatory diseases[22][85] - The company completed a reverse merger on October 19, 2023, with Legacy Tourmaline deemed the accounting acquirer[24][28] - As of June 30, 2025, the company had $256.4 million in cash, cash equivalents, and investments, expected to fund operations for at least 12 months from August 13, 2025[32][135] 2. Basis of Presentation and Summary of Significant Accounting Policies The financial statements follow SEC rules and GAAP, with ASU 2023-07 Segment Reporting adopted in fiscal year 2024 - The condensed consolidated financial statements are unaudited and prepared in accordance with SEC rules and GAAP[33][34] - The company adopted ASU 2023-07, Segment Reporting, for the fiscal year ended December 31, 2024, which led to additional interim disclosures in Note 10[40] - No material changes in significant accounting policies occurred during the six months ended June 30, 2025[38] 3. Pfizer License Agreement The company holds an exclusive worldwide license from Pfizer for pacibekitug, involving upfront payments, equity, and potential future milestones and royalties - The company obtained an exclusive, worldwide license for pacibekitug from Pfizer in May 2022[43][101] - Consideration included a $5.0 million upfront payment and 7,125,000 Series A preferred units (valued at $7.1 million), representing a 15% interest[43][101] - Potential future payments include up to $128.0 million for development and regulatory milestones, up to $525.0 million for sales milestones, and low double-digit royalties, with no such payments made as of June 30, 2025[44][45][46][102][104] 4. Fair Value Measurements Fair value measurements for investments are categorized into Level 1 and Level 2, with total cash equivalents and investments decreasing to $248.9 million | Asset Category (in thousands) | June 30, 2025 Total | June 30, 2025 Level 1 | June 30, 2025 Level 2 | December 31, 2024 Total | December 31, 2024 Level 1 | December 31, 2024 Level 2 | | :---------------------------- | :------------------ | :-------------------- | :-------------------- | :---------------------- | :------------------------ | :------------------------ | | Money market funds | $23,889 | $23,889 | $— | $23,324 | $23,324 | $— | | Commercial paper | $48,037 | $— | $48,037 | $46,773 | $— | $46,773 | | Government securities | $65,156 | $55,682 | $9,474 | $70,058 | $57,701 | $12,357 | | Corporate debt securities | $111,802 | $— | $111,802 | $147,599 | $— | $147,599 | | Total cash equivalents and investments | $248,884 | $79,571 | $169,313 | $287,754 | $81,025 | $206,729 | 5. Investments Total cash equivalents and investments decreased to $248.9 million, with unrealized losses on securities significantly increasing to $101.9 million | Investment Category (in thousands) | Amortized Cost (June 30, 2025) | Fair Value (June 30, 2025) | Amortized Cost (Dec 31, 2024) | Fair Value (Dec 31, 2024) | | :--------------------------------- | :----------------------------- | :------------------------- | :---------------------------- | :------------------------ | | Money market funds | $23,889 | $23,889 | $23,324 | $23,324 | | Commercial paper | $48,045 | $48,037 | $46,738 | $46,773 | | Government securities | $65,139 | $65,156 | $70,008 | $70,058 | | Corporate debt securities | $111,690 | $111,802 | $147,388 | $147,599 | | Total cash equivalents and investments | $248,763 | $248,884 | $287,458 | $287,754 | - The aggregate fair value of securities in an unrealized loss position for less than twelve months increased from $30.6 million as of December 31, 2024, to $101.9 million as of June 30, 2025[51] 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities increased by $1.7 million to $6.8 million, driven by clinical, manufacturing, and consulting costs | Accrued Expense (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :----------------------------- | :------------ | :---------------- | :----- | | Accrued bonus | $2,346 | $3,830 | $(1,484) | | Accrued clinical and manufacturing costs | $3,133 | $696 | $2,437 | | Accrued consulting fees | $893 | $153 | $740 | | Accrued external audit and tax fees | $223 | $73 | $150 | | Accrued legal fees | $67 | $— | $67 | | Other accrued expenses | $118 | $347 | $(229) | | Total | $6,780 | $5,099 | $1,681 | 7. Common Stock and Preferred Stock As of June 30, 2025, the company had 25.7 million common shares outstanding and 140 million voting shares authorized, with no preferred stock - As of June 30, 2025, 25,692,268 shares of common stock were issued and outstanding[15][55] - The company is authorized to issue 140,000,000 shares of voting common stock and 10,000,000 shares of non-voting common stock, with no preferred stock issued[55][56] - Total shares reserved for future issuance increased from 4,866,383 at December 31, 2024, to 6,240,444 at June 30, 2025, primarily for stock options and future issuances under the 2023 Equity Incentive Plan and 2023 ESPP[57] 8. Stock-Based Compensation Stock-based compensation expense increased to $4.7 million for H1 2025, with 3.9 million stock options outstanding and increased share reserves | Expense Category (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $1,113 | $698 | $2,156 | $1,254 | | General and administrative | $1,353 | $1,091 | $2,583 | $1,923 | | Total stock-based compensation expense | $2,466 | $1,789 | $4,739 | $3,177 | - The 2023 Equity Incentive Plan's share reserve increased by 1,280,890 shares on January 1, 2025, and 1,016,878 shares on January 1, 2024, with 1,614,045 shares available for issuance as of June 30, 2025[62][63] - As of June 30, 2025, 3,859,916 stock options were outstanding with a weighted-average exercise price of $12.91, and total unrecognized stock-based compensation expense related to unvested options was $25.6 million, to be recognized over approximately 2.7 years[70][71] 9. Net Loss per Share Basic and diluted net loss per share was $(0.90) for Q2 2025 and $(1.79) for H1 2025, with anti-dilutive equivalents excluded | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss per share, basic and diluted | $(0.90) | $(0.68) | $(1.79) | $(1.24) | - As of June 30, 2025, 3,963,063 common stock equivalents (including outstanding stock options and unvested restricted stock units) were excluded from the diluted net loss per share calculation as their effect would be anti-dilutive[75] 10. Segment Information The company operates as a single segment focused on pacibekitug drug discovery and development, with performance assessed by the CEO - The company operates as a single operating and reportable segment: the pacibekitug segment, focused on drug discovery and development[76] - The Chief Executive Officer, as CODM, assesses performance and allocates resources based on consolidated net loss and monitors budget versus actual results[77][78] - Significant segment expenses for the six months ended June 30, 2025, included $10.3 million for R&D payroll, $12.0 million for clinical trial expenses, and $7.5 million for chemistry, manufacturing, and controls costs[79] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, results, liquidity, and risks related to pacibekitug development Overview Tourmaline Bio is a late-stage clinical biotechnology company developing pacibekitug for immune and inflammatory diseases, with positive Phase 2 ASCVD data and ongoing trials - Tourmaline Bio is a late-stage clinical biotechnology company focused on developing transformative medicines for immune and inflammatory diseases, with pacibekitug as its initial product candidate[84][85] - Pacibekitug is being developed for cardiovascular inflammation (ASCVD and abdominal aortic aneurysm) and thyroid eye disease (TED)[87][91][92] - The Phase 2 TRANQUILITY trial for ASCVD reported positive topline data in May 2025, showing rapid, deep, and durable reductions in hs-CRP with high statistical significance across all pacibekitug arms, including >85% reduction with quarterly dosing[89] - The pivotal Phase 2b spiriTED trial for TED was initiated in September 2023, with topline data expected in early 2026[92] License Agreements The company holds exclusive licenses from Pfizer and non-exclusive licenses from Lonza for pacibekitug, with potential milestone and royalty payments - The company has an exclusive, sublicensable, royalty-bearing, worldwide license from Pfizer for pacibekitug, involving an upfront payment and equity, and potential future milestone and royalty payments[101][102] - The company also has a non-exclusive, sublicensable license from Lonza for manufacturing and commercialization of pacibekitug, with potential low-single digit royalties on net sales and an annual fee[105][106][107] - As of June 30, 2025, no milestone or royalty payments have been owed or paid under either the Pfizer or Lonza license agreements[104][109] Macroeconomic Considerations The company monitors uncertain macroeconomic conditions, including inflation and geopolitical conflicts, anticipating future increases in operating costs - The company is monitoring uncertain macroeconomic conditions, including inflation, interest rate fluctuations, and geopolitical conflicts (e.g., war in Ukraine, Middle East hostilities)[110] - While inflation has not materially impacted financial position or results of operations to date, the company anticipates potential increases in operating costs, including labor and R&D, due to supply chain constraints, geopolitical conflicts, and wage increases[111] Financial Operations Overview The company has no revenue and expects R&D and G&A expenses to increase substantially with product development and public company operations - The company has not generated any revenue since its inception and does not expect to generate product sales revenue in the near future[112] - Research and development expenses, primarily related to clinical trials, manufacturing, and personnel, are expected to increase substantially as pacibekitug and future product candidates advance into later-stage clinical trials[113][116] - General and administrative expenses are expected to increase to support R&D, pre-commercial activities, and public company compliance[119][121] Results of Operations The company reported increased net losses for Q2 and H1 2025, driven by higher R&D expenses and decreased other income Comparison of the Three Months Ended June 30, 2025 and 2024 Net loss for Q2 2025 increased by $5.6 million to $23.1 million, driven by higher R&D expenses and decreased other income | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change | | :-------------------- | :------------------------------- | :------------------------------- | :----- | | Research and development | $19,634 | $15,734 | $3,900 | | General and administrative | $6,340 | $6,237 | $103 | | Total operating expenses | $25,974 | $21,971 | $4,003 | | Net loss | $(23,092) | $(17,487) | $(5,605) | | Other income, net | $2,882 | $4,484 | $(1,602) | - The increase in R&D expenses was primarily due to $3.0 million in increased clinical trial expenses (TRANQUILITY and spiriTED), $1.5 million in toxicology study expenses, and $1.3 million in payroll-related costs[124] - Other income, net, decreased by $1.6 million, mainly due to a $1.8 million decrease in investment income, partially offset by a $0.3 million increase in interest income[127] Comparison of the Six Months Ended June 30, 2025 and 2024 Net loss for H1 2025 increased by $15.3 million to $46.1 million, driven by higher R&D expenses and decreased other income | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------- | :----------------------------- | :----------------------------- | :----- | | Research and development | $39,892 | $27,110 | $12,782 | | General and administrative | $12,313 | $12,378 | $(65) | | Total operating expenses | $52,205 | $39,488 | $12,717 | | Net loss | $(46,062) | $(30,798) | $(15,264) | | Other income, net | $6,143 | $8,690 | $(2,547) | - The increase in R&D expenses was primarily due to $6.8 million in increased clinical trial expenses, $3.9 million in payroll-related costs, and $3.0 million in toxicology study expenses[129][132] - Other income, net, decreased by $2.5 million, mainly due to a $3.1 million decrease in investment income, partially offset by a $0.6 million increase in interest income[131] Liquidity and Capital Resources The company has incurred significant losses and negative cash flows, with an accumulated deficit of $181.3 million, but has $256.4 million in capital to fund operations into H2 2027 - The company has incurred significant operating losses and negative cash flows, with an accumulated deficit of $181.3 million as of June 30, 2025[133][134] - As of June 30, 2025, the company had $256.4 million in cash, cash equivalents, and investments, expected to fund operations into the second half of 2027[135] - The company has an ATM Sales Agreement to sell up to $100.0 million of common stock, but no shares have been sold as of June 30, 2025[136][137] Contractual Obligations and Commitments The company has vendor agreements for R&D and manufacturing, with contingent milestone and royalty payments under the Pfizer License Agreement - The company has agreements with CDMOs and CROs for manufacturing and clinical trial services, which may include purchase and termination obligations[148] - Milestone and royalty payments under the Pfizer License Agreement are contingent upon future development, regulatory, and sales achievements, and their timing and amount are currently unknown or uncertain[149] Critical Accounting Policies and Critical Accounting Estimates Financial statements require management estimates for accrued expenses and stock-based compensation, with no significant changes to critical accounting policies - Financial statements require management to make estimates and assumptions, including for accrued expenses and stock-based compensation[150] - There have been no significant changes to the company's critical accounting policies from those disclosed in its 2024 Annual Report on Form 10-K[151] Recently Issued and Adopted Accounting Pronouncements The company adopted ASU 2023-07 Segment Reporting in FY2024 and is evaluating ASU 2023-09 and ASU 2024-03 for future impacts - The company adopted ASU 2023-07, Segment Reporting, for the fiscal year ended December 31, 2024[40][152] - The company is evaluating ASU 2023-09 (Income Tax Disclosures, effective FY2025) and ASU 2024-03 (Expense Disaggregation Disclosures, effective FY2026) for potential impacts on its financial statements[41][42][152] Emerging Growth Company and Smaller Reporting Company Status The company qualifies as an EGC and smaller reporting company, benefiting from exemptions for accounting standards and reduced disclosures - The company is an "emerging growth company" (EGC) and has elected to use the extended transition period for complying with new or revised financial accounting standards[3][153] - The company also qualifies as a "smaller reporting company," which provides reduced disclosure obligations, including an exemption from auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act[3][155] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[156] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[157][158] - No material changes in internal control over financial reporting occurred during the period covered by this report[159] PART II. OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits Item 1. Legal Proceedings The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or results - The company believes there are no pending legal proceedings that could have a material adverse effect on its financial position, results of operations, or cash flows[162] Item 1A. Risk Factors This section outlines significant risks that could materially harm the company's business, including limited operating history, pacibekitug dependence, and capital needs Summary of Risk Factors Investing in the company's common stock involves high risk due to limited operating history, recurring losses, pacibekitug dependence, and capital needs - The company has a limited operating history, no commercialized products, and has incurred net losses since inception, with no product revenue[164][167][169] - Future success is highly dependent on pacibekitug's development, regulatory approval, and commercialization, requiring significant additional capital[164][175][180] - The company relies completely on CDMOs for manufacturing and CROs for clinical trials, exposing it to manufacturing risks and potential delays[164][190][194] Risks Related to Our Financial Condition and Capital Needs The company has a limited operating history, substantial net losses, and an accumulated deficit of $181.3 million, requiring significant additional capital - The company has a limited operating history and no history of commercializing products, making it difficult to assess future viability[167] - The company has incurred net losses every year since inception, with an accumulated deficit of $181.3 million as of June 30, 2025, and expects to continue incurring significant operating losses[169][170] - Significant additional capital will be required for development and commercialization, and the company may not be able to access sufficient capital on acceptable terms, potentially leading to delays or discontinuation of product candidates[180][185] Risks Related to Our Dependence on Third Parties The company heavily relies on third parties for development, manufacturing, and clinical trials, facing risks of delays, quality issues, and cybersecurity threats - The company depends on third parties (CROs, CDMOs, clinical investigators) for development, clinical trials, and manufacturing, and problems with these relationships could delay product development[190][191][192] - Complete reliance on CDMOs for manufacturing pacibekitug exposes the company to risks like product loss, quality control issues, supply disruptions, and non-compliance with cGMP regulations[194][196][198] - The company and its third-party partners are vulnerable to security incidents, cyberattacks, and data loss, which could disrupt operations, lead to regulatory actions, litigation, and reputational harm[216][217][218][224] Risks Related to the Discovery, Development and Regulatory Approval of Our Product Candidates Product candidates face lengthy, unpredictable clinical trials, with risks of delays, safety/efficacy failures, and competition - Clinical trials for pacibekitug are lengthy, expensive, and inherently unpredictable, with potential for delays, suspension, or termination due to various factors including regulatory disagreements, enrollment difficulties, or adverse events[240][241][242] - Success in preclinical studies or earlier-stage clinical trials, or observations from other IL-6 inhibitors, may not be indicative of results in future or ongoing clinical trials for pacibekitug, and there is a substantial risk of failure in later stages[253][254][255] - Pacibekitug may cause undesirable side effects, adverse events, or induce anti-drug antibodies (ADAs), which could terminate development, lead to a lack of approval, or result in restrictive product labeling[260][261][262] - The company faces significant competition from other biotechnology and pharmaceutical companies in immune and inflammatory disease indications, including existing approved therapies and other IL-6 blockers in development[265][266] Risks Related to the Marketing and Commercialization of Our Product Candidates Approved products may fail market acceptance due to efficacy, safety, pricing, and competition, facing risks from unfavorable pricing and reimbursement - Market acceptance of approved products depends on efficacy, safety, advantages over alternatives, pricing, reimbursement, and marketing efforts[275][277] - Unfavorable pricing regulations, reimbursement practices from third-party payors, and healthcare reform initiatives (e.g., IRA, OBBBA) in the U.S. and abroad could harm the company's ability to profitably sell its products[276][279][280][314][316][317] - Regulatory approval may come with an undesirable label, including black boxed warnings or significant safety restrictions, which could impede successful commercialization and competitiveness[281][282] Risks Related to Government Regulation Regulatory approval processes are lengthy and unpredictable, with ongoing compliance requirements and potential penalties, and tax/accounting changes pose risks - The regulatory approval processes by the FDA and comparable foreign health authorities are lengthy, unpredictable, and may not result in approval for pacibekitug or future product candidates[288][289] - Even if approved, products are subject to extensive ongoing regulatory requirements, including manufacturing, quality control, safety surveillance, and advertising/promotion, with potential for significant expenses and penalties for non-compliance[301][302][304][306][307] - Changes in tax laws (e.g., OBBBA) or financial accounting standards could adversely affect the company's business and financial condition, including limitations on net operating loss carryforwards[328][329][330] Risks Related to Our Business Operations, Employee Matters and Managing Growth The company faces risks from limited operating history, rapid growth, employee retention, potential internal control weaknesses, and international operations - The company expects significant growth in employees and operations, which may be difficult to manage effectively due to limited financial resources and management experience[339] - Attracting and retaining highly skilled employees, especially management, is crucial for success, and intense competition for personnel poses a risk to business execution[340][341] - While previously identified material weaknesses in internal control over financial reporting were remediated as of December 31, 2024, future weaknesses could adversely affect financial reporting[337][338] - International operations expose the company to various risks, including conflicting laws, regulatory hurdles, supply chain disruptions, financial risks (e.g., currency fluctuations), and geopolitical instability[343][344] Risks Related to Our Intellectual Property Success depends on obtaining and maintaining IP protection, relying on licensed patents, with risks of license termination or infringement lawsuits - Success depends significantly on obtaining and maintaining adequate intellectual property rights, including patents, for product candidates and technologies, which is an expensive and time-consuming process with no guarantee of success[355][356][357] - The company is dependent on license agreements with Pfizer and Lonza, and any termination, reduction, or narrowing of these licenses could result in the loss of significant rights and harm its ability to commercialize pacibekitug[362][363][364] - The company may become involved in lawsuits to protect or enforce its IP rights, or face allegations of infringing third-party IP, which could be expensive, time-consuming, and materially adverse to the business[372][378][382] Risks Related to Our Common Stock The common stock market price is expected to be volatile due to clinical results, financial projections, and regulatory changes, with no anticipated cash dividends - The market price of the common stock is expected to be volatile, influenced by clinical trial results, financial performance, competitive landscape, regulatory actions, and broader macroeconomic conditions[388][389] - Provisions in the company's charter documents and Delaware law could make an acquisition more difficult and may discourage takeover attempts, potentially entrenching management[390][391] - The company does not anticipate paying cash dividends in the foreseeable future, meaning stockholders' sole source of gain will be capital appreciation[395] Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Securities No unregistered sales of equity securities, use of proceeds, or issuer purchases of securities were reported during the period - No unregistered sales of equity securities, use of proceeds, or issuer purchases of securities were reported[396] Item 3. Defaults Upon Senior Securities This item regarding defaults upon senior securities is not applicable to the company for the reporting period - This item is not applicable[397] Item 4. Mine Safety Disclosures. This item regarding mine safety disclosures is not applicable to the company for the reporting period - This item is not applicable[398] Item 5. Other Information No other material information was reported under this item for the current reporting period - No other information was reported[399] Item 6. Exhibits This section lists the exhibits filed with the 10-Q report, including corporate documents, an offer letter amendment, and certifications - The exhibits include the Third Amended and Restated Certificate of Incorporation and Bylaws, an amendment to an offer letter, and certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act[400] SIGNATURES The report is signed by the Chief Executive Officer and Chief Financial Officer on August 13, 2025, certifying its submission - The report was signed by the Chief Executive Officer and Chief Financial Officer on August 13, 2025[405]