Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying interim condensed consolidated balance sheets as of September 30, 2025, condensed consolidated statements of operations and comprehensive (loss) income and stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024, condensed consolidated statement of cash flows for the nine months ended September 30, 2025 and 2024, and the related note disclosures are unaudited. The balance sheet information as of December 31, 2024 is derived from the audited financial statements. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP and, in management’s opinion, on a basis consistent with the audited financial statements and reflect all adjustments which only include normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of September 30, 2025 and its results of operations and

comprehensive (loss) income for the three and nine months ended September 30, 2025 and September 30, 2024 and cash flows for the nine months ended September 30, 2025 and 2024. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or any other interim period.

Segment Reporting

The Company determined that it operates and manages its business as one operating segment, focused on the research and development of ABP-450. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who reviews its consolidated operating results for the purpose of assessing liquidity needs, allocating resources and evaluating financial performance. Asset information, including monitoring of its cash and cash equivalents, provided to the CODM is consistent with those reported on the condensed consolidated balance sheets. The key measure of the Company’s single segment profit and loss that the CODM uses to allocate resources and assess performance is the Company’s operating (loss) income as reported on the condensed consolidated statement of operations and comprehensive (loss) income.

The table below shows a reconciliation of the Company’s net (loss) income, including the significant expense categories regularly provided to and reviewed by the CODM, as computed under U.S. GAAP to the Company’s total consolidated net (loss) income as reported in the condensed consolidated statement of operations:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Segment operating expenses:
Compensation and benefits	$	1,933	$	2,382	$	6,826	$	7,845
Professional and legal fees		450		1,030		2,838		4,748
Office and travel		233		408		746		1,206
Research and development		(86)		196		391		8,359
Total selling, general and administrative, and research and development		2,530		4,016		10,801		22,158
Change in fair value of contingent consideration		(37)		—		(3,509)		(97,464)
Total operating costs and expenses		2,493		4,016		7,292		(75,306)
(Loss) income from operations		(2,493)		(4,016)		(7,292)		75,306
Other segment items:
Change in fair value of convertible notes		(1,877)		(1,878)		(5,362)		(170)
Change in fair value of warrants		(236)		(377)		85,950		(15,376)
Loss on issuance of warrants		—		—		(75,644)		—
Loss on embedded forward purchase agreements and derivative liabilities, net		—		81		—		(19,931)
Other income, net		68		19		263		94
Total other segment items, net		(2,045)		(2,155)		5,207		(35,383)
(Loss) income before taxes		(4,538)		(6,171)		(2,085)		39,923
Income taxes		—		—		—		—
Segment net (loss) income	$	(4,538)	$	(6,171)	$	(2,085)	$	39,923

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. The cost of property and equipment is depreciated over the estimated useful lives of the respective assets. The Company’s furniture and fixtures are depreciated on a straight-line basis over a period of seven years. Equipment is depreciated over a useful life of five years. Leasehold improvements are amortized over the lesser of the estimated useful life of the asset or the related lease term.

Property and equipment, net, as of September 30, 2025 and December 31, 2024 are as follows (in thousands):


	September 30,		December 31,
	2025		2024
Furniture and fixtures	$	199	$	199
Equipment		241		237
Leasehold improvements		66		66
Property and equipment		506		502
Accumulated depreciation		(325)		(267)
Property and equipment, net	$	181	$	235

Convertible Notes


		September 30,		December 31,
		2025		2024
Legal expenses	$	1,403	$	2,455
Excise tax liability		569		569
Operating lease liability - short term portion		247		121
Daewoong vial usage		228		—
Remaining other accrued expenses		185		455
Total other accrued expenses	$	2,632	$	3,600

Forward Purchase Agreements

Based on the applicable guidance in ASC 480, ASC 815, Equity (“ASC 505”) and Staff Accounting Bulletin Topic 4.E, Receivables from Sale of Stock (“SAB 4E”), the Company had determined that each of its forward purchase agreements was a freestanding hybrid financial instrument comprising a subscription receivable and embedded features, which were bifurcated and accounted for separately as derivative instruments. The Company recorded the derivatives as liabilities and measured them at fair value each reporting period. For more information, see Note 5 Fair Value Measurement. Subsequent changes in the bifurcated derivatives were recorded in the condensed consolidated statements of operations and comprehensive (loss) income. The forward purchase agreements were terminated in March 2024, and the loss related to the termination was recorded to the condensed consolidated statement of operations and comprehensive (loss) income.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair value measurements are based on a three-tiered valuation hierarchy, which is classified and disclosed by the Company in one of the three categories as follows:

·

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

·

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, or can be corroborated by observable market data for substantially the full term of the asset or liability; and

·

Level 3 — Prices or valuation techniques that require unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses consist primarily of costs associated with the Company’s biosimilar analyses and clinical studies including clinical trial design, clinical site reimbursement, data management, travel expenses and the cost of products used for biosimilar studies and clinical trials, consulting and internal and external costs associated with the Company’s regulatory compliance and quality assurance functions, including the costs of outside consultants and contractors that assist in the process of submitting and maintaining regulatory filings, and overhead costs. Additionally, research and development expenses include employee compensation, including stock-based compensation, supplies, consulting, prototyping, testing, materials, travel expenses and an allocation of facility overhead expenses. Costs incurred in obtaining technology licenses are charged to acquired in-process research and development (“IPR&D”) if the technology licensed has not reached technological feasibility and has no alternative future use.

The Company accrues the expenses for its biosimilar and clinical trial activities performed by third parties, including clinical research organizations and other service providers, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company determines these estimates through discussion with internal personnel and outside service providers as to progress or stage of completion of trials or services pursuant to contracts with clinical research organizations and other service providers and the agreed-upon fee to be paid for such services. Payments made to outside service providers in advance of the performance of the related services are recorded as prepaid expenses and other current assets until the services are rendered. The Company settled outstanding liabilities with its clinical research organization for the cervical dystonia and migraine programs and recorded a gain of $0.6 million in research and development expenses on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025. Otherwise, there have been no material adjustments to the Company’s estimates for biosimilar and clinical trial expenses through September 30, 2025.

Net (loss) income Per Share

The Company only has one class of shares. Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock. Diluted net (loss) income per share is computed by dividing the net (loss) income by the weighted-average shares of common stock and potentially dilutive securities outstanding during the period using the treasury stock and if-converted methods, unless their inclusion would have been anti-dilutive. For purposes of the diluted net loss per share calculation, warrants, convertible notes and common stock options were considered as potentially dilutive securities.

Since the company was in a loss position for three and nine months ended September 30, 2025 and three months ended September 30, 2024, basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive shares of common stock was anti-dilutive, while the nine months ended September 30, 2024 contained dilutive securities.

Basic and diluted net (loss) income per share for three and nine months ended September 30, 2025 and 2024 were calculated as follows (in thousands, except share and per share amounts):


Three months ended September 30, 2025
Net loss	$	(4,538)
Weighted average shares of common stock outstanding, basic and diluted		11,634,946
Net loss per share, basic and diluted	$	(0.39)


Nine months ended September 30, 2025
Net loss	$	(2,085)
Weighted average shares of common stock outstanding, basic and diluted		8,931,566
Net loss per share, basic and diluted	$	(0.23)


Three months ended September 30, 2024
Net loss	$	(6,171)
Weighted average shares of common stock outstanding, basic and diluted		549,175
Net loss per share, basic and diluted	$	(11.24)


Nine months ended September 30, 2024
Net income	$	39,923
Weighted average shares of common stock outstanding, basic		535,693
Net income per share, basic		74.53
Weighted average shares of common stock outstanding, diluted		574,216
Net income per share, diluted	$	69.53

The following unweighted potentially dilutive securities outstanding have been excluded from the computation of diluted weighted average shares outstanding because such securities have an anti-dilutive impact:


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024
Warrants	3,747,798	55,403	3,747,798	55,403
Contingent consideration	—	222,653	—	222,653
Common stock options and restricted stock units	461,962	124,585	461,962	86,061
Convertible notes	399,128	399,128	399,128	399,128
	4,608,888	801,769	4,608,888	763,245

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is intended to improve financial reporting by requiring disaggregated disclosure of certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.