0001193125-26-099393 | 10-K | XBRL Viewer

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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

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)	$ (52,599)	$ (17,602)

- 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

Balance Sheet Components

12 Months Ended

Dec. 31, 2025

DESCRIPTION OF BUSINESS

Balance Sheet Components

NOTE 3—BALANCE SHEET COMPONENTS

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31, 2025		December 31, 2024
Prepaid assets:
Prepaid CRO expenses	$	4,841	$	1,086
Other prepaid expenses		802		685
Total prepaid expenses	$	5,643	$	1,771

Other current assts:
Cash from warrant exercise held at transfer agent	$	949	$	-
Miscellaneous other current assets		70		64
Total other current assets	$	1,019	$	64

Accrued liabilities consist of the following (in thousands):


	December 31, 2025		December 31, 2024
Operating costs	$	217	$	200
Employee related		898		1,336
	$	1,115	$	1,536

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Schedule of Reconciliation of Income Tax Expenses (Benefit)

The reconciliation of income tax expenses (benefit) at the statutory federal income tax rate of 21% for the period ended December 31, 2024 is as follows (in thousands):


	December 31,
	2024
U.S. federal tax benefit at statutory rate	$	(3,696	)
State income tax benefit, net of federal benefit		(94	)
Stock compensation		256
Other nondeductible, including IPR&D expense		1
Change in state tax rate		-
Expiration of NOL Carryforward		564
Net operating loss adjustments		-
Other, including effect of tax rate brackets		(54	)
Change in valuation allowance		3,023
	$	-

The reasons for the difference between actual income tax benefit for the years ended December 31, 2025 and the amount computed by applying the statutory federal income tax rate to losses before income tax benefit after the adoption of ASU 2023-09 are as follows (in thousands):


	Year Ended December 31, 2025
	Amount			% of Pre-Tax Loss
U.S. federal statutory tax rate	$	(11,045	)	21.0%
State and local income taxes, net of federal income tax		(51	)		0.1	%
Effect of changes in tax laws or rates enacted in the current period		-			-
Tax credits		-			-
Change in valuation allowance		8,682		(16.51%)
Nontaxable or nondeductible items
Incentive stock option expense		167		(0.32%)
Sec. 162(m) impact on stock compensation		2,775		(5.27%)
Changes in Unrecognized Tax Benefits		-			-
Other adjustments
Provision to return		-			-
Other		(528	)	1.0%
Effective tax Rate	$	-		0.0%

Schedule of Tax Effects of Temporary Differences and Carry Forward of Deferred Tax Assets

The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows (in thousands):


	December 31,
Deferred Tax Assets	2025			2024
Net operating loss carryforwards	$	45,621		$	37,639
Accruals and other		81			329
Capitalized R&D		3,315			3,732
Capital loss carryforwards		-			1
Stock compensation		1,366			-
Valuation allowance		(50,383	)		(41,701	)
Net deferred tax assets		-			-
Deferred Tax Liabilities
Other liabilities		-			-
Net Deferred Tax Liabilities	$	-		$	-

Balance sheet components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Prepaid assets:
Prepaid CRO expenses	$ 4,841	$ 1,086
Other prepaid expenses	802	685
Total prepaid expenses	5,643	1,771
Other current assts:
Cash from warrant exercise held at transfer agent	949	0
Miscellaneous other current assets	70	64
Total other current assets	$ 1,019	$ 64

Segments - Summary of Significant Expense and Asset Categories (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Operating expenses:
Research and development	$ 32,672	$ 12,709
General and administrative	23,713	6,785
Total operating expenses	56,385	19,494
Net operating loss	(56,385)	(19,494)
Other segment items
Interest income	3,819	1,914
Interest expense	0	(23)
Other income, net	(33)	1
Net loss	(52,599)	(17,602)
Assets:
Cash and cash equivalents	$ 97,565	$ 94,851	$ 9,792

Stockholders' Equity - Schedule of Options Outstanding (Details)	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options Outstanding, Number of Options \| shares	6,616,432
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	9 years 2 months 12 days
Options Exercisable and Vested, Number of Options \| shares	3,125,754
Options Exercisable and Vested, Weighted Average Exercise Price	$ 6.5
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price, Lower Range	3.55
Exercise Price, Upper Range	$ 7.1
Options Outstanding, Number of Options \| shares	6,615,794
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	9 years 2 months 12 days
Options Exercisable and Vested, Number of Options \| shares	3,125,196
Options Exercisable and Vested, Weighted Average Exercise Price	$ 5.94
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price, Lower Range	992
Exercise Price, Upper Range	$ 87,040
Options Outstanding, Number of Options \| shares	638
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	5 years 4 months 24 days
Options Exercisable and Vested, Number of Options \| shares	558
Options Exercisable and Vested, Weighted Average Exercise Price	$ 3,148.7

Income Taxes - Schedule of Tax Effects of Temporary Differences and Carry Forward of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred Tax Assets
Net operating loss carryforwards	$ 45,621	$ 37,639
Accruals and others	81	329
Capitalized R&D	3,315	3,732
Capital loss carryforwards	0	1
Stock compensation	1,366	0
Valuation allowance	(50,383)	(41,701)
Net deferred tax assets	$ 0	$ 0

Commitments and Contingencies - Additional Information (Details) - Simdax License Agreement [Member] $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)
Loss Contingencies [Line Items]
Grant paid to canadian authority	$ 10.0
Grant paid to authority	$ 5.0
Lease Term Period	10 years
Non-refundable commercialization milestone payment	$ 45.0

- 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.

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+ Details

Stockholders' Equity - Schedule of Assumptions to Estimate Fair Value of Options Granted (Details) - Grant under 2022 Plan	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate (weighted average)	4.18%	4.09%
Expected volatility (weighted average)	122.16%	131.33%
Expected term (in years)	5 years 10 months 24 days	5 years
Expected dividend yield	0.00%	0.00%

- 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

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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Reference 6: 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 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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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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

Stockholders' Equity - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Outstanding	9,314,130	3,420,906
Common Stock, Shares issued	9,314,130	3,420,906
Issuance of preferred shares	10,000,000
Preferred stock, par value	$ 0.0001
Preferred Stock, Undesignated Shares Authorized	4,818,654	4,818,654
Preferred Stock convertible into share of common stock	1	1
Weighted average remaining contractual life options exercisable	8 years 11 months 12 days
Compensation Expense	$ 18,800,000	$ 1,000,000
Unrecognized Compensation Costs	$ 14,700,000
Weighted average remaining vesting period	1 year 5 months 19 days
March 2025 Private Placement Financing [Member] \| Pre-Funded Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 0.01
Warrant to purchase share of common stock	378,346
Common stock shares	3,760,726
Offering Price	$ 6.04
Common stock warrant	$ 6.03
Gross proceeds form warrant	$ 25,000,000
Agent fees and direct offering expenses	23,200,000
Fair value allocated	2,300,000
Pre-funded warrants	$ 22,700,000
August 2024 Private Placement Financing [Member] \| Pre-Funded Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 0.01
Warrant to purchase share of common stock	1,450,661
Common stock shares	31,882,671
Warrant purchase	16,666,666
Offering Price	$ 3
Common stock warrant	$ 2.99
Gross proceeds form warrant	$ 99,700,000
Agent fees and direct offering expenses	92,300,000
Fair value allocated	3,200,000
Warrant	27,100,000
Pre-funded warrants	$ 69,400,000
February 2024 Offering 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares	1,178,740
Warrant purchase	3,200,000
Offering Price	$ 5.65
Common stock warrant	$ 5.649
Gross proceeds form warrant	$ 9,000,000
Agent fees and direct offering expenses	8,000,000
Fair value allocated	900,000
Warrant	5,700,000
Pre-funded warrants	$ 2,400,000
February 2024 Offering 1 [Member] \| Pre-Funded Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant to purchase share of common stock	421,260
February 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant to purchase share of common stock	3,200,000
Offering Price	$ 5.65
Weighted average remaining contractual life options exercisable	5 years
Fair value allocated	$ 5,700,000
Risk-free interest rate	4.12%
Expected dividend yield	0.00%
Dividend Yield	131.87%
August 2024 Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued unregistered warrants to purchase shares of common stock	16,666,666
Offering Price	$ 4.5
Weighted average remaining contractual life options exercisable	1 year 9 months 18 days
Fair value allocated	$ 27,100,000
Risk-free interest rate	3.83%
Expected dividend yield	0.00%
Dividend Yield	177.27%
2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance	8,337,252
Shares remained available for issuance	1,721,121
Series A Stock Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of preferred shares	5,181,346
Prefered Stock, Shares Outstanding	210	210
Inducement Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation Expense	$ 400,000	$ 100,000
Unrecognized Compensation Costs	$ 1,100
Inducement Stock Options [Member] \| President and Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance	157
Stock Options Description	This award vested in four equal installments beginning on the first anniversary of the date of issuance, subject to continued employment. The option has a 10-year term and an exercise price of $3,152 per share, the July 6, 2021 closing price of our common stock.
Stock Option Award Granted	403,000
Risk-free interest rate	1.13%
Dividend Yield	0.00%
Volatility Factor Rate	99.36%
Expected Life	7 years
Inducement Stock Options [Member] \| Chief Medical Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Description	This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest as follows: 25% upon initiation of a Phase 3 trial; 25% upon database lock; 25% upon acceptance for review of an investigational NDA; and 25% upon approval. The option has a 10-year term and an exercise price of $2,848 per share, the January 15, 2021 closing price of our common stock, as adjusted for the subsequent reverse stock splits.
Stock Option Award Granted	157
Risk-free interest rate	11.00%
Dividend Yield	0.00%
Volatility Factor Rate	103.94%
Expected Life	10 years
Estimated Fair Value Of The Inducement Stock Option Award Granted	$ 403,000
First Inducement Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance	250,000
Stock Options Description	The option award vests in four equal annual installments beginning on the first anniversary of the date of issuance, subject to the employee's continued employment with the Company through each applicable vesting date. The option has a 10-year term and an exercise price of $6.45 per share, the January 21, 2025 closing price of the Company’s common stock.
Stock Option Award Granted	1,400,000
Risk-free interest rate	4.49%
Dividend Yield	0.00%
Volatility Factor Rate	123.41%
Expected Life	6 years

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating Loss Carryforwards [Line Items]
Income tax rate	0.00%
U.S. federal statutory tax rate, Percentage	21.00%	21.00%
Description of income taxes	ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period
Net increase in the valuation allowance	$ 8,700
Operating Loss Carryforwards	$ (56,385)	$ (19,494)
Income Tax Examination, Year under Examination	2005
Federal [Member]
Operating Loss Carryforwards [Line Items]
Description for Operating Loss Carryforwards	begin to expire in 2026
Operating Loss Carryforwards	$ 208,500
Net operating losses	$ 120,700
State [Member]
Operating Loss Carryforwards [Line Items]
Description for Operating Loss Carryforwards	begin to expire in 2026
Operating Loss Carryforwards	$ 172,400
Remaining operating losses carryforward	$ 87,800

Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Warrants to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti- Securities Dilutive	16,895,111	19,874,360
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti- Securities Dilutive	6,866,746	3,126,750
Covertible Preferred Shares Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti- Securities Dilutive	210	210

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2025

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

Schedule of Warrants Activity

The following table summarizes the Company’s warrant activity for the years ended December 31, 2025 and 2024, not including pre-funded warrants:


	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2023		19,694		$	1,095.27
Issued		19,866,666			4.69
Exercised		(12,000	)		5.65
Canceled		—			—
Outstanding at December 31, 2024		19,874,360		$	5.77
Issued		—			—
Exercised		(2,976,079	)		5.14
Canceled/Expired		(3,170	)		1,151.33
Outstanding at December 31, 2025		16,895,111		$	5.66

Schedule of Outstanding Stock Options

Transactions during the years ended December 31, 2025 and 2024 related to stock options granted to employees and directors under Company option plans were as follows:


	Shares			Weighted average exercise price per Share		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2023		646		$	4,509.71		7.42	$	-
Granted		3,125,794			5.94
Exercised		-			-
Canceled or forfeited		(4	)		159,600.00
Options outstanding as of December 31, 2024		3,126,436		$	6.66		9.95	$	783
Granted		3,490,000			5.93
Exercised		-			-
Canceled or forfeited		(4	)		107,360.00
Options outstanding as of December 31, 2025		6,616,432		$	6.21		9.19	$	41,382
Options exercisable at December 31, 2025		3,125,754		$	6.50		8.95	$	19,533

Schedule of Options Outstanding

The following table summarizes all options issued under the Company's stock plans that are outstanding as of December 31, 2025:


					Options Outstanding at December 31, 2025				Options Exercisable and Vested at December 31, 2025
Exercise Price					Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	3.55	to	$	7.10		6,615,794		9.2		3,125,196	$	5.94
$	992.00	to	$	87,040.00		638		5.4		558	$	3,148.70
						6,616,432		9.2		3,125,754	$	6.50

Schedule of Assumptions to Estimate Fair Value of Options Granted


	For the year ended December 31,
	2025			2024
Risk-free interest rate (weighted average)		4.18	%		4.09	%
Expected volatility (weighted average)		122.16	%		131.33	%
Expected term (in years)		5.9			5.0
Expected dividend yield		0.00	%		0.00	%

Pre-Funded Warrants [Member]

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

Schedule of Warrants Activity

Pre-Funded Warrants Activity

The following table summarizes the Company’s pre-funded warrant activity for the years ended December 31, 2025 and 2024:


	Prefunded Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2023		-		$	—
Issued		33,061,411			0.01
Exercised		(1,178,740	)		0.01
Canceled		-			—
Outstanding at December 31, 2024		31,882,671		$	0.01
Issued		3,760,726			0.01
Exercised		(2,538,799	)		0.01
Canceled		(1,820	)		0.01
Outstanding at December 31, 2025		33,102,778		$	0.01

- Definition

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

+ References

+ Details

Income Taxes - Schedule of Reconciliation of Income Tax Expenses (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
U.S. federal tax benefit at statutory rate	$ (11,045)	$ (3,696)
State income tax benefit, net of federal benefit	(51)	(94)
Effect of changes in tax laws or rates enacted in the current period	0
Tax credits	0
Change in valuation allowance	8,682	3,023
Nontaxable or nondeductible items, incentive stock option expense	167
Nontaxable or nondeductible items, stock compensation	2,775	256
Other nondeductible, including IPR&D expense		1
Change in state tax rate		0
Expiration of NOL Carryforward		564
Net operating loss adjustments		0
Other, including effect of tax rate brackets		(54)
Changes in Unrecognized Tax Benefits	0
Other adjustments, Provision to return	0
Other adjustments, Other	(528)
Income tax expenses (benefit)	$ 0	$ 0
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. federal statutory tax rate, Percentage	21.00%	21.00%
State and local income taxes, net of federal income tax, Percentage	0.10%
Effect of changes in tax laws or rates enacted in the current period, Percentage	0.00%
Tax credits, Percentage	0.00%
Change in valuation allowance, Percentage	(16.51%)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent	(0.32%)
Nontaxable or nondeductible items, stock compensation, Percentage	(5.27%)
Changes in Unrecognized Tax Benefits, Percentage	0.00%
Other adjustments, Provision to return, Percentage	0.00%
Other adjustments, Others, Percentage	1.00%
Effective tax Rate, Percent	0.00%

401(k) Benefit Plan

12 Months Ended

Dec. 31, 2025

Retirement Benefits [Abstract]

401(k) Benefit Plan

NOTE 6—401(k) BENEFIT PLAN

The Company sponsors a 401(k) Retirement Savings Plan (the “401(k) Plan”) for all eligible employees. Full-time employees over the age of 18 are eligible to participate in the 401(k) Plan after 90 days of continuous employment. Participants may elect to defer earnings into the 401(k) Plan up to the annual IRS limits and the Company provides a matching contribution up to 5% of the participants’ annual salary in accordance with the 401(k) Plan documents. A third-party trustee manages the 401(k) Plan.

For the years ended December 31, 2025 and 2024, the Company recorded $118 thousand and $63 thousand for matching contributions expense, respectively.

- Definition

The entire disclosure for defined benefit plan.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (k)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-5

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
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-Section 50
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-Subparagraph (m)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 5
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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-Paragraph 5
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

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+ Details

Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Mar. 10, 2026	Dec. 31, 2025	Dec. 31, 2024
Subsequent Event [Line Items]
Proceeds from warrant exercises		$ 15,298	$ 68
Subsequent Events [Member]
Subsequent Event [Line Items]
Proceeds from warrant exercises	$ 14,500
Exercise of pre-funded warrants	4,730,575
Exercise of warrant	3,152,908

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 5—COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company owns no real property. Beginning November 1, 2022, the Company maintains a membership providing dedicated office space, as well as shared services and shared space for meetings, catering, and other business activities, at its' principal executive office.

Simdax License Agreement

On November 13, 2013, the Company acquired certain assets of Phyxius Pharma, Inc. (“Phyxius”) pursuant to an asset purchase agreement by and among the Company, Phyxius and the stockholders of Phyxius, dated October 21, 2013. Among these assets was a license with Orion Corporation (“Orion”) for the exclusive, sublicensable right to develop and commercialize pharmaceutical products containing levosimendan, 2.5 mg/ml concentrate for solution for infusion / 5ml vial in the United States and Canada (as amended from time to time, the “License”). On October 9, 2020 and January 25, 2022, the Company entered into amendments to the License to include in the scope of the License two new product formulations containing levosimendan, in capsule and solid dosage form (TNX-103) and a subcutaneously administered dosage form (TNX-102), subject to specified limitations (together, the “Product”).

On February 19, 2024, the Company entered into an amendment to the License providing global rights to oral and subcutaneous formulations of levosimendan used in the treatment of pulmonary hypertension in heart failure with preserved ejection fraction (“PH-HFpEF”). The amendment also reduced the tiered royalties based on worldwide net sales of the product by the Company and its sublicensees, increased the License’s existing milestone payment due to Orion upon the grant of United States Food and Drug Administration approval of a levosimendan-based product to $10.0 million and added a milestone payment to Orion of $5.0 million due upon the grant of regulatory approval for a levosimendan-based product in Japan. The amendment also (i) increased the Company’s obligations to make certain non-refundable commercialization milestone payments to Orion, aggregating to up to $45.0 million, contingent upon achievement of certain cumulative worldwide sales of the product by the Company, and (ii) reduced the maximum price per capsule payable by the Company to Orion, under a yet-to-be-negotiated supply agreement, for the commercial supply of oral levosimendan-based product. Pursuant to the License, the Company and Orion will agree to a new trademark when commercializing levosimendan in either of the dosage forms.

On September 3, 2025, the Company entered into an amendment License providing exclusive worldwide rights to develop, commercialize, manufacture, and have manufactured any orally-administered pharmaceutical product containing levosimendan and, in addition to the Company’s existing rights to develop and commercialize subcutaneously administered products containing levosimendan, to manufacture or have manufactured such products. The amendment also calls for Orion to supply the Company with levosimendan to the extent reasonably necessary or useful to manufacture orally-administered products containing levosimendan for purposes of developing such products, and sets forth the terms for such supply, including the price of levosimendan ordered by the Company of low triple-digit thousands in Euros per kilogram, payment terms, and active pharmaceutical ingredient specifications.

The term of the License extends until 10 years after the launch of the Product in the territory, provided that the License will continue after the end of the term in each country in the territory until the expiration of Orion’s patent rights in the Product in such country. In the event that no regulatory approval for the Product has been granted in the United States on or before September 20, 2030, however, either party will have the right to terminate the License with immediate effect.

The License also grants the Company a right of first refusal to commercialize new developments of the Product, including developments as to the formulation, presentation, means of delivery, route of administration, dosage or indication but, pursuant to the February 2024 amendment, excluding new applications of levosimendan for neurological diseases and disorders developed by Orion.

As of December 31, 2025, the Company has not met any of the developmental milestones under the License and,

accordingly, has not recorded any liability for the contingent payments due to Orion.

Litigation

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s consolidated financial statements.

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Mar. 06, 2026	Jun. 30, 2025
Cover [Abstract]
Entity Registrant Name	TENAX THERAPEUTICS, INC.
Entity Central Index Key	0000034956
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2025
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		17,197,613
Entity Public Float			$ 23,840,749
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-34600
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	26-2593535
Entity Address Address Line 1	101 Glen Lennox Drive
Entity Address Address Line 2	Suite 300
Entity Address City Or Town	Chapel Hill
Entity Address State Or Province	NC
Entity Address Postal Zip Code	27517
City Area Code	919
Icfr Auditor Attestation Flag	false
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2026 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2025.
Auditor Name	Cherry Bekaert LLP
Auditor Location	Raleigh, North Carolina
Auditor Firm Id	677
Auditor Opinion [Text Block]	We have audited the accompanying consolidated balance sheets of Tenax Therapeutics, Inc. and Subsidiaries (the “Company”) as of December 31, 2025and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Local Phone Number	855-2100
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	TENX
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Segments

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segments

NOTE 8—SEGMENTS

Operating segments are identified as components of an entity about which separate discrete financial information is available for evaluation by the CODM, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's CODM, the President and Chief Executive Officer, views the Company's operations as one operating segment, which is focused on identifying and developing therapeutics that address cardiovascular and pulmonary diseases with high unmet medical need, with an initial therapeutic focus on pulmonary hypertension. The Company does not have revenue in the current comparative period, incurs expenses primarily in North America and manages the business activities on a consolidated basis.

The accounting policies of the cardiovascular and pulmonary therapeutics segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the cardiovascular and pulmonary therapeutics segment and decides how to allocate resources based on net loss that also is reported on the income statement as consolidated net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents.

The Company has not generated any product revenue in the current period and expects to continue to incur significant expenses and operating losses for the foreseeable future as the Company advances its product candidates through all stages of development and clinical trials.

As such, the CODM uses cash forecast models in deciding how to invest into the cardiovascular and pulmonary therapeutics segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results, net cash used in operating activities for the period and cash on hand are used in assessing performance of the segment.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2025 and 2024 (in thousands).


	The year ended December 31,
	2025			2024
Operating expenses:
Research and development		32,672			12,709
General and administrative		23,713			6,785
Total operating expenses		56,385			19,494

Net operating loss		(56,385	)		(19,494	)
Other segment items (a)
Interest income		3,819			1,914
Interest expense		-			(23	)
Other income, net		(33	)		1
Net loss (b)	$	(52,599	)	$	(17,602	)

(a) Other segment items included in segment loss includes interest income and interest expense.

(b) The Company is a single operating segment and therefore the measure of segment net loss is the same as consolidated net loss and does not require reconciliation.

For the year ended December 31, 2025 and 2024, the net cash used in operating activities was $35.8 million and $14.8 million, respectively. The table below summarizes the significant asset categories regularly reviewed by the CODM for the years ended December 31, 2025 and 2024 (in thousands).


	The year ended December 31,
	2025		2024
Assets:
Cash and cash equivalents		97,565		94,851

- Definition

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

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+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	December 31, 2025		December 31, 2024
Prepaid assets:
Prepaid CRO expenses	$	4,841	$	1,086
Other prepaid expenses		802		685
Total prepaid expenses	$	5,643	$	1,771

Other current assts:
Cash from warrant exercise held at transfer agent	$	949	$	-
Miscellaneous other current assets		70		64
Total other current assets	$	1,019	$	64

Summary of Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	December 31, 2025		December 31, 2024
Operating costs	$	217	$	200
Employee related		898		1,336
	$	1,115	$	1,536

Segments - Additional Information (Details)	12 Months Ended
Segments - Additional Information (Details)	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)
Segment Reporting [Abstract]
Number of operating segment \| Segment	1
Segment Reporting, Expense Information Used by CODM, Description	The CODM assesses performance for the cardiovascular and pulmonary therapeutics segment and decides how to allocate resources based on net loss that also is reported on the income statement as consolidated net loss.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	srt:ChiefExecutiveOfficerMember, srt:PresidentMember
Product revenue	$ 0
Net cash used in operating activities	$ (35,800,000)	$ (14,811,000)

- Definition

Amount, excluding 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.

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2025
SUBSEQUENT EVENTS
Subsequent Events	NOTE 9—SUBSEQUENT EVENTS Subsequent to December 31, 2025, the Company received a total of $14.5 million from the exercise of pre-funded warrants for 4,730,575 shares of common stock and warrants for 3,152,908 shares of common stock.

Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Operating costs	$ 217	$ 200
Employee related	898	1,336
Total	$ 1,115	$ 1,536

Description of Business

12 Months Ended

Dec. 31, 2025

DESCRIPTION OF BUSINESS

Description of Business

NOTE 1—DESCRIPTION OF BUSINESS

Tenax Therapeutics, Inc., together with its subsidiaries (collectively “Tenax” or the “Company”), is a Phase 3, development-stage pharmaceutical company using clinical insights to develop novel cardiopulmonary therapies.

The Company is incorporated in Delaware and is headquartered in Chapel Hill, North Carolina.

Liquidity and Capital Resources

The Company has financed its operations since September 1990 primarily through the sale of equity and debt securities and loans from stockholders. The Company had an accumulated deficit of $367.5 million at December 31, 2025 and incurred losses of $52.6 million and $17.6 million during the years ended December 31, 2025 and 2024, respectively. The Company expects to continue to incur expenses related to the development of levosimendan for pulmonary hypertension and other potential indications and, over the long term, imatinib for pulmonary arterial hypertension (“PAH”), as well as identifying and developing other potential product candidates. At December 31, 2025, the Company had cash and cash equivalents of $97.6 million and received an additional $14.5 million subsequent to year end from the exercise of pre-funded warrants and warrants. Based on its resources on December 31, 2025 and cash received subsequent to year end, Company management believes that it has sufficient funds for the Company to continue its operations over at least the next 12 months from the date these consolidated financial statements were available to be issued.

To the extent that the Company raises additional funds by issuing shares of its common stock or other securities convertible or exchangeable for shares of common stock, stockholders will experience dilution, which may be significant. In the event the Company raises additional capital through debt financings, the Company may incur significant interest expense and become subject to restrictive covenants in the related transaction documents that may affect the manner in which the Company conducts its business. To the extent that the Company raises additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to its technologies or product candidates or grant licenses on terms that may not be favorable to the Company. Any or all of the foregoing may have a material adverse effect on the Company’s business and financial performance.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 97,565	$ 94,851
Prepaid expenses	5,643	1,771
Other current assets	1,019	64
Total current assets	104,227	96,686
Total assets	104,227	96,686
Current liabilities
Accounts payable	6,041	3,157
Accrued liabilities	1,115	1,536
Total current liabilities	7,156	4,693
Total liabilities	7,156	4,693
Commitments and contingencies; see Note 5
Stockholders' equity
Preferred stock, undesignated, authorized 4,818,654 shares Series A Preferred stock, par value $0.0001, issued 5,181,346 shares; outstanding 210, as of December 31, 2025 and December 31, 2024	0	0
Common stock, par value $0.0001 per share; authorized 400,000,000 shares; issued and outstanding 9,314,130 as of December 31, 2025 and 3,420,906 as of December 31, 2024, respectively	1	0
Additional paid-in capital	464,524	406,848
Accumulated deficit	(367,454)	(314,855)
Total stockholders' equity	97,071	91,993
Total liabilities and stockholders' equity	$ 104,227	$ 96,686

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating expenses
Research and development	$ 32,672	$ 12,709
General and administrative	23,713	6,785
Total operating expenses	56,385	19,494
Net operating loss	(56,385)	(19,494)
Interest income	3,819	1,914
Interest expense	0	(23)
Other (expense) income, net	(33)	1
Net loss	$ (52,599)	$ (17,602)
Net loss per share, basic	$ (1.34)	$ (1.15)
Net loss per share, diluted	$ (1.34)	$ (1.15)
Weighted average number of common shares and prefunded warrants outstanding, basic	39,217,244	15,271,705
Weighted average number of common shares and prefunded warrants outstanding, diluted	39,217,244	15,271,705

Stockholders' Equity

12 Months Ended

Dec. 31, 2025

Stockholders' Equity Note [Abstract]

Stockholders' Equity

NOTE 4—STOCKHOLDERS’ EQUITY

Common Stock and Preferred Stock

Common Stock

The Company’s Certificate of Incorporation, as amended, authorizes it to issue 400,000,000 shares of $0.0001 par value common stock. As of December 31, 2025, and December 31, 2024, there were 9,314,130 and 3,420,906 shares of common stock issued and outstanding, respectively.

Preferred Stock

Under the Company’s Certificate of Incorporation, as amended, the Board of Directors is authorized, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share, in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. Of the potential 10,000,000 shares of preferred stock, 5,181,346 are designated as Series A Stock and 4,818,654 remain undesignated. As of December 31, 2025 and 2024, there were 210 shares of Series A Stock outstanding, convertible into an aggregate of one share of common stock.

Common Stock and Pre-Funded Warrants

March 2025 Private Placement Financing (the “March 2025 Offering”)

On March 4, 2025, the Company entered into a securities purchase agreement with certain accredited investors for the purchase and sale, in a private placement financing by the Company, of an aggregate of 378,346 shares of its common stock, and pre-funded warrants to purchase an aggregate of 3,760,726 shares of common stock at an offering price of $6.04 per share of common stock and $6.03 per pre-funded warrant, resulting in gross proceeds of $25.0 million. The pre-funded warrants do not expire and have an exercise price of $0.01. The net proceeds of the March 2025 Offering, after deducting placement agent fees and direct offering expenses were $23.2 million. The relative fair value allocated to the common stock and pre-funded warrants was $2.3 million and $22.7 million, respectively.

Also, on March 5, 2025 and in connection with the March 2025 Offering, the Company entered into a registration rights agreement (the “March 2025 Registration Rights Agreement”) with the purchasers, pursuant to which the Company agreed to register for resale the shares of common stock issued in the March 2025 Offering and the shares of common stock issuable upon exercise of the pre-funded warrants issued in the March 2025 Offering within 45 days of the closing date. Pursuant to the March 2025 Registration Rights Agreement, on April 15, 2025, the Company filed a resale registration statement on Form S-3 with the SEC, which went effective on April 23, 2025.

The March 2025 Registration Rights Agreement includes liquidated damages provisions that meet the definition of a registration payment arrangement that is within the scope of ASC 825-20. The Company determined at the initial issuance of the pre-funded warrants that it is not probable that a payment would be required as it has both the intent and ability to satisfy the March 2025 Registration Rights Agreement. Therefore, the Company did not record a liability at inception but will evaluate the contingency at each reporting period. As of December 31, 2025, no events had occurred that would change our initial assessment of this provision.

August 2024 Private Placement Financing (the “August 2024 Offering”)

On August 6, 2024, the Company entered into a securities purchase agreement with certain accredited investors for the purchase and sale, in a private placement financing by the Company, of (i) an aggregate of 1,450,661 shares of its common stock and pre-funded warrants to purchase an aggregate of 31,882,671 shares of common stock and (ii) accompanying warrants to purchase up to an aggregate of 16,666,666 shares of its common stock (or, in lieu thereof, additional pre-funded warrants) at a combined offering price of $3.00 per share of common stock and accompanying warrant, or $2.99 per pre-funded warrant and accompanying warrant, resulting in gross proceeds of $99.7 million. The pre-funded warrants do not expire and have an exercise price of $0.01. The net proceeds of the August 2024 Offering after deducting placement agent fees and direct offering expenses were $92.3 million. The relative fair value allocated to the common stock, pre-funded warrants, and warrants was $3.2 million, $69.4 million, and $27.1 million, respectively.

Also, on August 6, 2024 and in connection with the August 2024 Offering, the Company entered into a registration rights agreement (the “August 2024 Registration Rights Agreement”) with the purchasers, pursuant to which the Company agreed to register for resale the shares of common stock issued in the August 2024 Offering and the shares of common stock issuable upon exercise of the warrants issued in the August 2024 Offering within 60 days following the effective date of the August 2024 Registration Rights Agreement. Pursuant to the August 2024 Registration Rights Agreement, on August 30, 2024, the Company filed a resale registration statement on Form S-3 with the SEC, which went effective on September 12, 2024.

The August 2024 Registration Rights Agreement includes liquidated damages provisions that meet the definition of a registration payment arrangement that is within the scope of ASC 825-20. The Company determined at the initial issuance of the pre-funded warrants and accompanying warrant that it is not probable that a payment would be required as it has both the intent and ability to satisfy the August 2024 Registration Rights Agreement. Therefore, the Company did not record a liability at inception but will evaluate the contingency at each reporting period. As of December 31, 2025 no events have occurred that would change our initial assessment of this provision.

February 2024 Registered Public Offering (the “February 2024 Offering”)

On February 8, 2024, the Company entered into a securities purchase agreement with certain purchasers for the purchase and sale, in a registered public offering by the Company, of (i) an aggregate of 421,260 shares of its common stock and pre-funded warrants to purchase an aggregate of 1,178,740 shares of common stock and (ii) accompanying warrants to purchase up to an aggregate of 3,200,000 shares of its common stock at a combined offering price of $5.65 per share of common stock and associated warrant, or $5.649 per pre-funded warrant and associated warrant, resulting in gross proceeds of $9.0 million. The net proceeds of the February 2024 Offering after deducting placement agent fees and direct offering expenses were $8.0 million. The relative fair value allocated to the common stock, pre-funded warrants and warrants was $0.9 million, $2.4 million, and $5.7 million, respectively.

Pre-Funded Warrants Activity

The following table summarizes the Company’s pre-funded warrant activity for the years ended December 31, 2025 and 2024:


	Prefunded Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2023		-		$	—
Issued		33,061,411			0.01
Exercised		(1,178,740	)		0.01
Canceled		-			—
Outstanding at December 31, 2024		31,882,671		$	0.01
Issued		3,760,726			0.01
Exercised		(2,538,799	)		0.01
Canceled		(1,820	)		0.01
Outstanding at December 31, 2025		33,102,778		$	0.01

Warrants

The following table summarizes the Company’s warrant activity for the years ended December 31, 2025 and 2024, not including pre-funded warrants:


	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2023		19,694		$	1,095.27
Issued		19,866,666			4.69
Exercised		(12,000	)		5.65
Canceled		—			—
Outstanding at December 31, 2024		19,874,360		$	5.77
Issued		—			—
Exercised		(2,976,079	)		5.14
Canceled/Expired		(3,170	)		1,151.33
Outstanding at December 31, 2025		16,895,111		$	5.66

August 2024 Warrants

As described above, as part of the August 2024 Offering, the Company issued unregistered warrants to purchase 16,666,666 shares of its common stock at an exercise price of $4.50 per share. The warrants expire at the earlier of (i) 30 trading days following the date of the Company’s initial public announcement of topline data from its Phase 3 LEVEL trial (the “Topline Data Announcement”), (ii) immediately upon the exercise of the August 2024 pre-funded warrants if such exercise is prior to the Topline Data Announcement, provided that if the pre-funded warrant is not exercised in full, the warrant expires proportionally to the extent the pre-funded warrant is exercised, and (iii) August 8, 2029. The warrants have an estimated term of 1.8 years. The unregistered warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. In accordance with ASC 815, Derivatives and Hedging, these warrants are classified as equity and their relative fair value of $27.1 million was recognized as additional paid in capital. The estimated fair value is determined using the Black-Scholes option pricing model using the following assumptions: remaining estimated term of 1.8 years, risk free interest rate of 3.83%, expected dividends of zero, and expected volatility of 177.27%.

February 2024 Warrants

As described above, as a part of the February 2024 Offering, the Company issued registered warrants to purchase 3,200,000 shares of its common stock at an exercise price of $5.65 per share and contractual term of five years. In accordance with ASC 815, Derivatives and Hedging, these warrants are classified as equity and their relative fair value of $5.7 million was recognized as additional paid in capital. The estimated fair value was determined using the Black-Scholes option pricing model using the following assumptions: remaining estimated term of 5.0 years, risk free interest rate of 4.12%, expected dividends of zero, and expected volatility of 131.87%.

Stock-Based Compensation

Stock Incentive Plans

In June 2022, the Company adopted the 2022 Stock Incentive Plan, as amended on June 7, 2024 and October 25, 2024, (the “2022 Plan”), with the outstanding shares available for future grants under prior plans, as well as outstanding awards under prior plans that subsequently expire, terminate or are surrendered or forfeited, generally being assumed by the 2022 Plan. Unexpired awards granted under certain prior plans may be subject to the terms of such prior plans.

Under the 2022 Plan, with the approval of the Board of Director’s Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other stock-based awards. Stock options granted under the 2022 Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to employees. NSOs may be granted to employees, consultants and directors. Stock options under the 2022 Plan may be granted with a term of up to ten years and at prices no less than fair market value at the time of grant. Stock options granted generally vest over one to four years.

The number of shares of common stock authorized for issuance under the 2022 Plan is 8,337,252 shares and a total of 1,721,121 shares remained available for issuance as of December 31, 2025.

Summary of Stock Option Activity

Transactions during the years ended December 31, 2025 and 2024 related to stock options granted to employees and directors under Company option plans were as follows:


	Shares			Weighted average exercise price per Share		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2023		646		$	4,509.71		7.42	$	-
Granted		3,125,794			5.94
Exercised		-			-
Canceled or forfeited		(4	)		159,600.00
Options outstanding as of December 31, 2024		3,126,436		$	6.66		9.95	$	783
Granted		3,490,000			5.93
Exercised		-			-
Canceled or forfeited		(4	)		107,360.00
Options outstanding as of December 31, 2025		6,616,432		$	6.21		9.19	$	41,382
Options exercisable at December 31, 2025		3,125,754		$	6.50		8.95	$	19,533

The following table summarizes all options issued under the Company's stock plans that are outstanding as of December 31, 2025:


					Options Outstanding at December 31, 2025				Options Exercisable and Vested at December 31, 2025
Exercise Price					Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Exercise Price
$	3.55	to	$	7.10		6,615,794		9.2		3,125,196	$	5.94
$	992.00	to	$	87,040.00		638		5.4		558	$	3,148.70
						6,616,432		9.2		3,125,754	$	6.50

The Company used the following assumptions to estimate the fair value of options granted for the year ended December 31, 2025.


	For the year ended December 31,
	2025			2024
Risk-free interest rate (weighted average)		4.18	%		4.09	%
Expected volatility (weighted average)		122.16	%		131.33	%
Expected term (in years)		5.9			5.0
Expected dividend yield		0.00	%		0.00	%

The Company recorded compensation expense for non-inducement stock options of $18.8 million and $1.0 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there were unrecognized compensation costs of $14.7 million related to non-vested stock option awards that will be recognized on a straight-line basis over the weighted average remaining vesting period of 1.47 years.

Inducement Stock Options

The Company granted an employment inducement stock option award for 250,000 shares of common stock to a new employee on January 21, 2025. This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award vests in four equal annual installments beginning on the first anniversary of the date of issuance, subject to the employee's continued employment with the Company through each applicable vesting date. The option has a 10-year term and an exercise price of $6.45 per share, the January 21, 2025 closing price of the Company’s common stock. The estimated fair value of the inducement stock option award was $1.4 million using the Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 4.49%, dividend yield of 0%, volatility factor for our common stock of 123.41% and an expected life of 6 years.

The Company granted an employment inducement stock option award for 157 shares of common stock, to its then-new President and Chief Executive Officer on July 6, 2021. The employment inducement stock option award was granted in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. This award vested in four equal installments beginning on the first anniversary of the date of issuance, subject to continued employment. The option has a 10-year term and an exercise price of $3,152 per share, the July 6, 2021 closing price of our common stock. As of December 31, 2025, the option was fully vested. The estimated fair value of this inducement stock option award was $403 thousand using the Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 1.13%, dividend yield of 0%, volatility factor for our common stock of 99.36% and an expected life of 7 years.

The Company also granted an employment inducement stock option award for 157 shares of common stock to its then-new Chief Medical Officer on January 15, 2021. This employment inducement stock option was awarded in accordance with the employment inducement award exemption provided by Nasdaq Listing Rule 5635(c)(4) and was therefore not awarded under the Company’s stockholder approved equity plan. The option award will vest as follows: 25% upon initiation of a Phase 3 trial; 25% upon database lock; 25% upon acceptance for review of an investigational NDA; and 25% upon approval. The option has a 10-year term and an exercise price of $2,848 per share, the January 15, 2021 closing price of our common stock, as adjusted for the subsequent reverse stock splits. As of December 31, 2025, two of the vesting milestones have been achieved. The estimated fair value of the inducement stock option award granted was $403 thousand using the Black-Scholes option pricing model based on market prices and the following assumptions at the date of inducement option grant: risk-free interest rate of 11%, dividend yield of 0%, volatility factor for our common stock of 103.94% and an expected life of 10 years.

Inducement stock option compensation expense totaled $0.4 million and $0.1 million for the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025, there was $1.1 million of remaining unrecognized compensation expense related to these inducement stock options.

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

Basis of Presentation and Principles of Consolidation

The Company has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

On an ongoing basis, management reviews its estimates to ensure that these estimates appropriately reflect changes in the Company’s business and new information as it becomes available. If historical experience and other factors used by management to make these estimates do not reasonably reflect future activity, the Company’s results of operations and financial position could be materially impacted.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity date of three months or less, when acquired, to be cash equivalents. The Company’s cash and cash equivalents include holdings in money market funds, checking and overnight sweep accounts at December 31, 2025 and bank certificates of deposit through CDARS (Certificate of Deposit Account Registry Service), as well as money market funds, at December 31, 2024. These accounts are measured at fair value on a recurring basis. As of December 31, 2025 and 2024, the balances of cash and cash equivalents were $97.6 million and $94.9 million, respectively, which approximate fair value and were determined based upon Level 1 inputs. The money market and sweep accounts are valued using quoted market prices with no valuation adjustments applied. Accordingly, these financial instruments are categorized as Level 1.

Concentrations of Credit Risk and Off-Balance Sheet Risk

The Federal Deposit Insurance Corporation (the “FDIC”) insurance limits are $250 thousand per depositor per insured bank. The Company had cash balances of $97.0 million and $1.0 million uninsured by the FDIC as of December 31, 2025 and 2024, respectively. At December 31, 2024, the Company utilized the IntraFi network of commercial banks which deposits $250,000 in each of its member banks to maintain the FDIC insurance limit.

Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents. The Company mitigates its risk with respect to cash and cash equivalents by maintaining its deposits and investments at high-quality financial institutions. The Company invests any excess cash in money market funds and certificates of deposit, and the management of these investments is not discretionary on the part of the financial institution. Substantially all of the Company's cash and cash equivalents are held at JP Morgan and First Horizon Bank, and the amounts frequently exceed federally insured limits.

The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Preclinical Study and Clinical Accruals

The Company estimates its preclinical study and clinical trial expenses based on the services received pursuant to contracts with several research institutions and contract research organizations (“CROs”) that do or may conduct and manage preclinical and clinical trials on its behalf. The financial terms of the agreements vary from contract to contract, may be estimated by the Company and outside advisors prior to contracting with a CRO, and may result in uneven expenses and payment flows. Preclinical study and clinical trial expenses include the following:

- fees paid to CROs in connection with clinical trials,

- fees paid to research institutions in conjunction with preclinical and clinical research studies, and

- fees paid to contract manufacturers and service providers in connection with the production and testing of active pharmaceutical ingredients and drug materials for use in preclinical studies and clinical trials.

Research and Development Costs

Research and development costs include, but are not limited to, (i) expenses incurred under agreements with CROs and investigative sites, which conduct our clinical trials; (ii) the cost of supplying clinical trial materials; (iii) payments to contract service organizations, as well as consultants; (iv) employee-related expenses, which include salaries and benefits; and (v) depreciation and other allocated expenses, which include direct and allocated expenses for equipment, laboratory and other supplies. All research and development expenses are expensed as incurred.

Income Taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax bases of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense

is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Stock-Based Compensation

The Company accounts for stock-based awards to employees in accordance with ASC 718, Compensation — Stock Compensation, which provides for the use of the fair value-based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Fair values of equity securities are determined by management based predominantly on the trading price of the Company’s common stock. The values of these awards are based upon their grant-date fair value. That cost is recognized over the period during which the employee is required to provide service in exchange for the reward.

The Company accounts for equity instruments issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The Company records equity instruments at their fair value on the measurement date and periodically adjust them as the underlying equity instruments vest.

Warrants for Common Shares and Derivative Financial Instruments

Warrants for shares of common stock and other derivative financial instruments are classified as equity if the contracts: (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts are classified as equity or liabilities if the contracts: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions that do not qualify for the scope exception. The Company assesses the classification of its warrants for shares of common stock and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

Offering Costs

Offering costs consists of the costs incurred with the issuance of common stock. warrants, and pre-funded warrants. Costs include placement agent, legal, advisory, accounting and filing fees.

Loss Per Share

Basic loss per share, which excludes antidilutive securities, is computed by dividing net loss by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, restricted stock and warrants.

The following outstanding options, convertible preferred shares and warrants were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect.


	Year ended December 31,
	2025		2024

Warrants to purchase common stock		16,895,111		19,874,360
Options to purchase common stock		6,866,746		3,126,750
Convertible preferred shares outstanding		210		210

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease. Leases with a term greater than one year are recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable. The Company has made an accounting policy election,

known as the short-term lease recognition exemption, which allows the Company to not recognize ROU assets and lease liabilities that arise from short-term leases (12 months or less); The Company has applied this election to all classes of underlying assets. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or options to cancel a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew or will not cancel, respectively. The Company monitors its material leases on a quarterly basis.

Operating lease liabilities and their corresponding ROU assets are recorded based on the present value of future lease payments over the expected remaining lease term. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Certain adjustments to the ROU asset may be required for items such as lease prepayments or incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company has elected to account for the lease and non-lease components together for all leases.

Fair Value

The Company determines the fair value of its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements. The Company’s balance sheet includes the following financial instruments: cash and cash equivalents and money market funds. The Company considers the carrying amount of its cash and cash equivalents and money market funds to approximate fair value due to the short-term nature of these instruments.

Accounting for fair value measurements involves a single definition of fair value, along with a conceptual framework to measure fair value, with a fair value defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. The fair value measurement hierarchy consists of three levels:


Level one		Quoted market prices in active markets for identical assets or liabilities;
Level two		Inputs other than level one inputs that are either directly or indirectly observable; and
Level three		Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The Company applies valuation techniques that (1) place greater reliance on observable inputs and less reliance on unobservable inputs and (2) are consistent with the market approach, the income approach and/or the cost approach, and include enhanced disclosures of fair value measurements in the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024. The application of this ASU did not have a material impact on the Company's financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220-40), which addresses the disaggregation of income statement expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating this standard to determine if adoption will have a material impact on the Company’s consolidated financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Anti-dilutive Securities


	Year ended December 31,
	2025		2024

Warrants to purchase common stock		16,895,111		19,874,360
Options to purchase common stock		6,866,746		3,126,750
Convertible preferred shares outstanding		210		210

401(k) Benefit Plan - Additional Information (Details) - 401(k) Retirement Savings Plan [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Defined Contribution Plan Disclosure [Line Items]
Contribution Term Period	90 days
Contributions expense	$ 118	$ 63
Contribution percentage rate	5.00%

Stockholders' Equity - Schedule of Outstanding Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares Options, Beginning	3,126,436	646
Shares Options, Granted	3,490,000	3,125,794
Shares Options, Exercised	0	0
Shares Options, Canceled or forfeited	(4)	(4)
Shares Options, Ending	6,616,432	3,126,436	646
Shares Options, Exercisable	3,125,754
Weighted average exercise price per Share, Beginning balance	$ 6.66	$ 4,509.71
Weighted average exercise price per Share, Granted	5.93	5.94
Weighted average exercise price per Share, Exercised	0	0
Weighted average exercise price per Share, Canceled or forfeited	107,360	159,600
Weighted average exercise price per share, ending balance	6.21	$ 6.66	$ 4,509.71
Weighted average exercise price per Share, Options Exercisable	$ 6.5
Weighted average remaining contractual life (years), Options outstanding	9 years 2 months 8 days	9 years 11 months 12 days	7 years 5 months 1 day
Weighted average remaining contractual life (years), Options exercisable	8 years 11 months 12 days
Aggregate intrinsic value, beginning balance	$ 783
Aggregate intrinsic value, ending balance	41,382	$ 783
Aggregate intrinsic value, options exercisable	$ 19,533

Cybersecurity Risk Management, Strategy, and Governance	12 Months Ended
Cybersecurity Risk Management, Strategy, and Governance	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	ITEM 1C—CYBERSECURITY The Company has a cybersecurity strategy designed to protect our information systems and data from an evolving cyber-threat landscape. Our cybersecurity program, administered by the Company’s Senior Network Administrator and overseen by the Audit and Compliance Committee, has the support of executive leadership and the Board of Directors, and the Company continues to invest in cybersecurity to protect the Company’s systems. Our cybersecurity program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery, business continuity and controls and safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We learn of security threats through automated detection solutions as well as reports from users and business partners. We draw on the knowledge and insight of external cybersecurity experts and vendors and employ an array of third-party tools to secure our information infrastructure and protect systems and information from unauthorized access. As of the date of this Annual Report, we have not encountered any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. For more information on our cybersecurity related risks, see “Risk Factors - Risks Related to Our Industry” included elsewhere in this Annual Report on Form 10-K.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	The Company has a cybersecurity strategy designed to protect our information systems and data from an evolving cyber-threat landscape. Our cybersecurity program, administered by the Company’s Senior Network Administrator and overseen by the Audit and Compliance Committee, has the support of executive leadership and the Board of Directors, and the Company continues to invest in cybersecurity to protect the Company’s systems.
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Our cybersecurity program, administered by the Company’s Senior Network Administrator and overseen by the Audit and Compliance Committee, has the support of executive leadership and the Board of Directors, and the Company continues to invest in cybersecurity to protect the Company’s systems. Our cybersecurity program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery, business continuity and controls and safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We learn of security threats through automated detection solutions as well as reports from users and business partners. We draw on the knowledge and insight of external cybersecurity experts and vendors and employ an array of third-party tools to secure our information infrastructure and protect systems and information from unauthorized access.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our cybersecurity program, administered by the Company’s Senior Network Administrator and overseen by the Audit and Compliance Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our cybersecurity program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery, business continuity and controls and safeguards enabled through business processes and tools.
Cybersecurity Risk Role of Management [Text Block]	Our cybersecurity program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery, business continuity and controls and safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We learn of security threats through automated detection solutions as well as reports from users and business partners. We draw on the knowledge and insight of external cybersecurity experts and vendors and employ an array of third-party tools to secure our information infrastructure and protect systems and information from unauthorized access.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our cybersecurity program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery, business continuity and controls and safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We learn of security threats through automated detection solutions as well as reports from users and business partners.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	We draw on the knowledge and insight of external cybersecurity experts and vendors and employ an array of third-party tools to secure our information infrastructure and protect systems and information from unauthorized access.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (52,599)	$ (17,602)
Adjustments to reconcile net loss to net cash used in operating activities
Interest on debt instrument	0	23
Stock-based compensation	19,163	1,125
Changes in operating assets and liabilities
Prepaid expenses and other current assets	(4,827)	58
Accounts payable	2,884	1,062
Accrued liabilities	(421)	523
Net cash used in operating activities	(35,800)	(14,811)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock, warrants and pre-funded warrants, net of issuance costs	23,216	100,303
Proceeds from the exercise of warrants	15,298	68
Payments on short-term note	0	(501)
Net cash provided by financing activities	38,514	99,870
Net change in cash and cash equivalents	2,714	85,059
Cash and cash equivalents, beginning of period	94,851	9,792
Cash and cash equivalents, end of period	97,565	94,851
Supplemental Disclosures:
Cash paid for interest	$ 0	$ 23

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Public offering sale of common stock, warrants, and prefunded warrants, offering costs	$ 1,746	$ 8,416

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares Issued	9,314,130	3,420,906
Common Stock, Shares Outstanding	9,314,130	3,420,906
Preferred Stock, Undesignated Shares Authorized	4,818,654	4,818,654
Prefered Stock, Shares Issued	10,000,000
Series A Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Prefered Stock, Shares Issued	5,181,346	5,181,346
Prefered Stock, Shares Outstanding	210	210

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 97,600,000	$ 94,900,000
Cash uninsured amount	97,000,000	1,000,000
Cash, FDIC insurance limit	$ 250,000
Accounting standards update [extensible enumeration]	us-gaap:AccountingStandardsUpdate202309Member
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Dec. 15, 2024
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Intra Fi Network [Member]
Summary of Significant Accounting Policies [Line Items]
Federal Deposit Insurance Corporation insurance limits		$ 250,000

Segments (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Summary of Significant Expense and Asset Categories

The table below summarizes the significant expense categories regularly reviewed by the CODM for the years ended December 31, 2025 and 2024 (in thousands).


	The year ended December 31,
	2025			2024
Operating expenses:
Research and development		32,672			12,709
General and administrative		23,713			6,785
Total operating expenses		56,385			19,494

Net operating loss		(56,385	)		(19,494	)
Other segment items (a)
Interest income		3,819			1,914
Interest expense		-			(23	)
Other income, net		(33	)		1
Net loss (b)	$	(52,599	)	$	(17,602	)

(a) Other segment items included in segment loss includes interest income and interest expense.

(b) The Company is a single operating segment and therefore the measure of segment net loss is the same as consolidated net loss and does not require reconciliation.

The table below summarizes the significant asset categories regularly reviewed by the CODM for the years ended December 31, 2025 and 2024 (in thousands).


	The year ended December 31,
	2025		2024
Assets:
Cash and cash equivalents		97,565		94,851

Income Taxes

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Income Taxes

NOTE 7—INCOME TAXES

The Company has not recorded any income tax expense (benefit) for the period ended December 31, 2025 due to its history of net operating losses. The Company has adopted ASU 2023-09 “Income Taxes (Topic 740) Improvements to Income Tax Disclosures for the year-ended December 31, 2025.

The amounts of cash income taxes paid (received) by the Company for both federal and state income tax for the years ended December 31, 2025 and December 31, 2024 was zero.

The reconciliation of income tax expenses (benefit) at the statutory federal income tax rate of 21% for the period ended December 31, 2024 is as follows (in thousands):


	December 31,
	2024
U.S. federal tax benefit at statutory rate	$	(3,696	)
State income tax benefit, net of federal benefit		(94	)
Stock compensation		256
Other nondeductible, including IPR&D expense		1
Change in state tax rate		-
Expiration of NOL Carryforward		564
Net operating loss adjustments		-
Other, including effect of tax rate brackets		(54	)
Change in valuation allowance		3,023
	$	-


	Year Ended December 31, 2025
	Amount			% of Pre-Tax Loss
U.S. federal statutory tax rate	$	(11,045	)	21.0%
State and local income taxes, net of federal income tax		(51	)		0.1	%
Effect of changes in tax laws or rates enacted in the current period		-			-
Tax credits		-			-
Change in valuation allowance		8,682		(16.51%)
Nontaxable or nondeductible items
Incentive stock option expense		167		(0.32%)
Sec. 162(m) impact on stock compensation		2,775		(5.27%)
Changes in Unrecognized Tax Benefits		-			-
Other adjustments
Provision to return		-			-
Other		(528	)	1.0%
Effective tax Rate	$	-		0.0%

The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows (in thousands):


	December 31,
Deferred Tax Assets	2025			2024
Net operating loss carryforwards	$	45,621		$	37,639
Accruals and other		81			329
Capitalized R&D		3,315			3,732
Capital loss carryforwards		-			1
Stock compensation		1,366			-
Valuation allowance		(50,383	)		(41,701	)
Net deferred tax assets		-			-
Deferred Tax Liabilities
Other liabilities		-			-
Net Deferred Tax Liabilities	$	-		$	-

The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time that it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. The net increase in the valuation allowance during 2025 was approximately $8.7 million.

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $208.5 million and $172.4 million available to offset future federal and state taxable income, respectively. Federal net operating losses of $120.7 million begin to expire in 2026, while the remaining $87.8 million carryforward indefinitely. State net operating losses begin to expire in 2026. The Company’s only material state income tax activity for the years 2025 and 2024 is related to the North Carolina jurisdiction.

Utilization of the net operating loss carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of the net operating losses before utilization or substantial restrictions on the use of such net operating losses.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA), which includes several changes to U.S. federal income tax law, including temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. Significant provisions for corporate taxpayers include permanent 100% bonus

depreciation for qualified property, immediate expensing of domestic R&D expenditures, and changes to the limitation on business interest expense deductions under Section 163(j). None of these provisions have a material impact on the Company’s 2025 income tax provision. The main provision impacting the Company’s tax profile is the allowance for current expensing of domestic R&D expenditures.

We have U.S. federal net operating loss carryforwards, or NOLs, which expire in various years if not utilized. Under Sections 382 and 383 of Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes, such as research tax credits, to offset its future post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We have not performed a formal study to determine whether any of our NOLs are subject to these limitations. We have recorded deferred tax assets for our NOLs and research and development credits and have recorded a full valuation allowance against these deferred tax assets. In the event that it is determined that we have in the past experienced additional ownership changes, or if we experience one or more ownership changes as a result of future transactions in our stock, then we may be further limited in our ability to use our NOLs and other tax assets to reduce taxes owed on the net taxable income that we earn in the event that we attain profitability. Any such limitations on the ability to use our NOLs and other tax assets could adversely impact our business, financial condition, and operating results in the event that we attain profitability.

The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions as of December 31, 2025 and 2024.

The Company files U.S. and state income tax returns with varying statutes of limitations. The tax years 2005 and forward remain open to examination due to the carryover of unused net operating losses or tax credits.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
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-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
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-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Description of Business - Additional Information (Details) - USD ($) $ in Thousands	2 Months Ended	12 Months Ended
	Mar. 10, 2026	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Accumulated deficit		$ 367,500
Net loss		52,599	$ 17,602
Cash and cash equivalents		97,600	94,900
Proceeds from warrant exercises		$ 15,298	$ 68
Subsequent Events [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from warrant exercises	$ 14,500

- Definition

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

+ References

+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2023		210	298,281
Balance, amount at Dec. 31, 2023	$ 8,098			$ 305,351	$ (297,253)
Public offering sale of common stock, warrants, and prefunded warrants, net of offering costs, shares			1,871,921
Public offering sale of common stock, warrants and prefunded warrants, net of offering costs, amount	100,303			100,303
Exercise of pre-funded warrants, shares			1,178,707
Exercise of pre-funded warrants	1			1
Exercise of warrants, shares			12,000
Exercise of warrants, amount	68			68
Stock split and fractional shares issued, shares			59,997
Stock-based compensation expense	1,125			1,125
Net loss	(17,602)				(17,602)
Balance, shares at Dec. 31, 2024		210	3,420,906
Balance, amount at Dec. 31, 2024	91,993			406,848	(314,855)
Public offering sale of common stock, warrants, and prefunded warrants, net of offering costs, shares			378,346
Public offering sale of common stock, warrants and prefunded warrants, net of offering costs, amount	23,216			23,216
Exercise of pre-funded warrants, shares			2,538,799
Exercise of pre-funded warrants	12			12
Exercise of warrants, shares			2,976,079
Exercise of warrants, amount	15,286		$ 1	15,285
Stock-based compensation expense	19,163			19,163
Net loss	(52,599)				(52,599)
Balance, shares at Dec. 31, 2025		210	9,314,130
Balance, amount at Dec. 31, 2025	$ 97,071		$ 1	$ 464,524	$ (367,454)

Stockholders' Equity - Schedule of Warrants Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Class of Warrant or Right [Line Items]
Warrants, Outstanding Beginning	19,874,360	19,694
Warrants, Issued	0	19,866,666
Warrants, Exercised	(2,976,079)	(12,000)
Warrants, Canceled/Expired	(3,170)	0
Warrants, Outstanding Ending	16,895,111	19,874,360
Weighted Average Exercise Price, Beginning	$ 5.77	$ 1,095.27
Weighted Average Exercise Price, Issued	0	4.69
Weighted Average Exercise Price, Exercised	5.14	5.65
Weighted Average Exercise Price, Canceled/Expired	1,151.33	0
Weighted Average Exercise Price, Ending	$ 5.66	$ 5.77
Pre-Funded Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, Outstanding Beginning	31,882,671	0
Warrants, Issued	3,760,726	33,061,411
Warrants, Exercised	(2,538,799)	(1,178,740)
Warrants, Canceled/Expired	(1,820)	0
Warrants, Outstanding Ending	33,102,778	31,882,671
Weighted Average Exercise Price, Beginning	$ 0.01	$ 0
Weighted Average Exercise Price, Issued	0.01	0.01
Weighted Average Exercise Price, Exercised	0.01	0.01
Weighted Average Exercise Price, Canceled/Expired	0.01	0
Weighted Average Exercise Price, Ending	$ 0.01	$ 0.01

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

Cash and Cash Equivalents

Concentrations of Credit Risk and Off-Balance Sheet Risk

The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Preclinical Study and Clinical Accruals

- fees paid to CROs in connection with clinical trials,

- fees paid to research institutions in conjunction with preclinical and clinical research studies, and

Research and Development Costs

Income Taxes

is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Stock-Based Compensation

Warrants for Common Shares and Derivative Financial Instruments

Offering Costs

Offering costs consists of the costs incurred with the issuance of common stock. warrants, and pre-funded warrants. Costs include placement agent, legal, advisory, accounting and filing fees.

Loss Per Share


	Year ended December 31,
	2025		2024

Warrants to purchase common stock		16,895,111		19,874,360
Options to purchase common stock		6,866,746		3,126,750
Convertible preferred shares outstanding		210		210

Leases

Fair Value


Level one		Quoted market prices in active markets for identical assets or liabilities;
Level two		Inputs other than level one inputs that are either directly or indirectly observable; and
Level three		Unobservable inputs developed using estimates and assumptions; which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Recent Accounting Pronouncements