UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
or
For the transition period from __________ to __________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Delisted from Nasdaq; trading on Pink Ltd. tier as of February 23, 2026 | ||||
| Delisted from Nasdaq; trading on Pink Ltd. tier as of February 23, 2026 |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
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Indicate by check mark whether the registrant
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of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large, accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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As of May 15, 2026, there were
ABPRO HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share data)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Security deposits | ||||||||
| SEPA put rights asset | ||||||||
| Restricted cash | ||||||||
| Total current assets | ||||||||
| Patents, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable, current – related parties | ||||||||
| Total current liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Abpro Holdings, Inc.’s stockholders’ deficit | ( | ) | ( | ) | ||||
| Non-controlling interest | ||||||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except for share and per share data)
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income: | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Change in fair value of forward purchase agreement asset | ( | ) | ||||||
| Change in fair value of SEPA put rights asset | ( | ) | ( | ) | ||||
| Change in fair value of embedded derivative liability | ( | ) | ||||||
| Total other (expense) income, net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Reflects a 1-for-30 reverse stock split effective October 31, 2025
2
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(in thousands except share and per share data)
(unaudited)
| Common Stock | Treasury Stock | Additional Paid-In | Accumulated | Total Abpro’s Stockholders’ | Non-controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balances, as of December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Issuance of Advance Shares, net of issuance costs of $ | - | |||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-In | Accumulated | Total Abpro’s Stockholders’ | Non-controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||||||||||||||
| Balances, as of December 31, 2024 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | | $ | ( | ) | ||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||||||
| Warrants issued to related party lender | - | - | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balances, as of March 31, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Reflects a 1-for-30 reverse stock split effective October 31, 2025
3
ABPRO HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands except share and per share data)
(unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Share-based compensation | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Noncash interest expense | ||||||||
| Amortization of debt discount | ||||||||
| Change in fair value of forward purchase agreement asset | ||||||||
| Change in fair value of SEPA put rights asset | ||||||||
| Change in fair value of embedded derivative liability | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Operating lease liability | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Gross proceeds from issuance of Advance Shares | ||||||||
| Proceeds from settlement of Forward Purchase Agreement | ||||||||
| Payments on Notes payable | ( | ) | ||||||
| Proceeds from related party loan | ||||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net change in cash and restricted cash | ( | ) | ||||||
| Cash and restricted cash - beginning of period | ||||||||
| Cash and restricted cash - end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information and non-cash transactions: | ||||||||
| Accrued issuance costs for Advance Shares | $ | $ | ||||||
| Fair value of common stock issued for services | ||||||||
| Prepaid expenses financed through Note payable | ||||||||
| As reported within the unaudited condensed consolidated balance sheets: | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash as presented in the balance sheet | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ABPRO HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
(unaudited)
1. Organization and Description of the Business
Organization
Abpro Holdings, Inc. and its subsidiaries, (the “Company”) is a biotechnology company headquartered in Burlington, Massachusetts, dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease.
On November 13, 2024 (the “Closing Date”), Abpro Corporation (“Legacy Abpro”) completed the merger with Atlantic Coastal Acquisition Corp. II (“ACAB”) (the “Merger”). At the Closing Date, ACAB changed its name to “Abpro Holdings, Inc.”
Reverse Stock Split
On October 16, 2025, the Company filed with the
Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”),
which became effective on October 31, 2025 (the “Effective Time”), to effect a one-for-thirty (
As a result of the Reverse Stock Split, every
All of the Company’s historical share and
per share information related to issued and outstanding common stock, restricted stock units, and options and warrants exercisable for
common stock in these financial statements have been adjusted, on a retroactive basis, to reflect this
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
5
Going Concern
The Company is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within
As of March 31, 2026 and December 31,
2025, the Company had an accumulated deficit of $
On April 2, 2025, the Company received written notice from the Listing
Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that,
based on the closing bid price of the Company’s common stock for the last
On February 18, 2026, the Company received written notification from
the Panel stating that, due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate
compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s
securities were to be delisted from Nasdaq. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ
on February 23, 2026 and the Company’s securities now trade on the OTCQB, Pink Limited tier of the OTC Markets under the ticker
symbol “ABPO”. The Company was provided fifteen (
On March 18, 2026, the Company formally appealed the delisting determination and is currently expecting the response in June 2026.
As of March 31, 2026, the Company had cash of $
Accordingly, based on the considerations discussed above, management
has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within
6
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its subsidiaries, Abpro Corporation and AbMed Corporation (“AbMed”). All intercompany balances and transactions have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the current year presentation, including the reclassification of amounts in the balance sheet for prepaid expenses and other current assets and notes payable with respect to the insurance premium financing agreement (see Note 9), with no material impact on the condensed consolidated financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include share-based compensation expense, fair value of warrants, pre-clinical and clinical accrued expenses, valuation and realizability of deferred tax assets and the ability to continue as a going concern. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or any other period. The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2026 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information.
There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report.
Segment Reporting
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about operating segments in their annual consolidated financial statements and requires that those entities report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance.
In accordance with ASC 280, the Company has determined
that it operates as a single reportable segment, which is the business of development of novel antibodies, primarily in the areas of immuno-oncology,
ophthalmology and infectious disease. The financial results of the Company’s operations are managed and reported to the , who is considered the Company’s CODM, on a consolidated basis.
7
Net Loss Per Share
Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless the inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2026 and 2025, basic and diluted net losses per share are the same for all periods presented.
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Stock options | ||||||||
| Convertible Notes | ||||||||
| Unvested restricted stock units | ||||||||
| Total | ||||||||
Recently Issued Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.
Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s financial statements.
3. Accrued Expenses
Accrued expenses consisted of the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued salaries and wages | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Accrued issuance costs | ||||||||
| Accrued interest | ||||||||
| BOD compensation | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expenses | $ | $ | ||||||
8
4. Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:
| March 31, | December 31, | |||||||||||
| Description | Level | 2026 | 2025 | |||||||||
| Assets: | ||||||||||||
| SEPA put rights asset (Note 10) | 3 | $ | $ | |||||||||
The fair value of the SEPA Put Rights was estimated as the sum of the
fair values of the put rights under each assumed advance notice over the term of the SEPA. The number of shares under each advance notice
was based on the historical trading volumes of the Company’s common stock taking into account various beneficial ownership and daily
volume limitations. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23,
2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA.
| December 31, | ||||
| 2025 | ||||
| Stock price | $ | |||
| Risk-free interest rate | % | |||
| Exercise price | ||||
| Expected term (in years) | ||||
| Expected volatility | | % | ||
| Expected dividend yield | % | |||
| Number of shares under each advance notice | ||||
The changes in the fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 are as follows:
| SEPA Put Rights Asset | ||||
| Fair value as of January 1, 2026 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value as of March 31, 2026 | $ | |||
9
5. License and Collaboration Agreements
NJCTTQ Collaboration Agreement
In January 2019, the Company entered into a collaboration
agreement with Nanjing Chia Tai Tianquing Pharmaceutical Co., Ltd. (“NJCTTQ”) to research, develop and commercialize two anti-Claudin
18.2 lead antibodies (the “NJCTTQ agreement”). Under the NJCTTQ agreement, the Company granted a non-exclusive, non-sublicensable
research license and an exclusive, sublicensable license to NJCTTQ within the People’s Republic of China and Thailand (the “NJCTTQ
Territory”). The initial term of this agreement was
The Company was eligible to receive up to an aggregate of $
The Company and NJCTTQ agreed to pay reciprocal
royalties, with each of them paying the other party low single-digit royalties, tiered based on net sales per calendar year in its territory. The
agreement remains unrenewed as of March 31, 2026 after the expiration of its initial term. However, notwithstanding the agreement’s
expiration, the low single-digit royalties and the $
ABP-201 Collaboration and License Agreement
In January 2020, the Company’s consolidated subsidiary, Abmed, entered into a collaboration and license agreement with ABI (the “ABP-201 Agreement”), pursuant to which the Company granted to ABI an exclusive, royalty-bearing, license under specified patent rights to make, use and sell certain of its proprietary ANG-2/VEGF-HIRK bispecific antibodies within the licensed territory comprising People’s Republic of China, Japan, South Korea, Southeast Asia, the Middle East and the Commonwealth of Independent States. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the ABP-201 Agreement, ABI agreed to use commercially reasonable
efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified territories and
timeframes. ABI is committed to pay the Company up to $
Celltrion Collaboration and License Agreement
In September 2022, the Company entered into an exclusive collaboration and license agreement with Celltrion (the “Original Celltrion Agreement”). The Company and Celltrion entered into an amendment to the agreement in October 2024 in connection with the execution of the Celltrion Subscription Agreement (the “Amended Celltrion Agreement”). The amendment is subject to termination by the Company or Celltrion if (i) the share purchase under the Celltrion Subscription Agreement is not completed, or (ii) the Celltrion Subscription Agreement is terminated pursuant to Section 7 of the Celltrion Subscription Agreement. Under the Amended Celltrion Agreement, the Company granted Celltrion a worldwide exclusive license under specified patent rights to develop, make, have made, import, export, use, have used, sell and have sold certain of its proprietary ABP-102 bispecific antibodies. The license agreement also provides that the Company is to perform certain preclinical in vitro studies. The license agreement will remain in effect for so long as ABP-102 is being developed or commercialized anywhere in the world. Celltrion may terminate the license agreement at any time by providing six months prior written notice to the Company.
10
Celltrion is committed to pay the Company up to
$
During the three months ended March 31, 2026 and 2025, the Company
did recognize any revenue under the agreement with Celltrion. The Company had $
Milestone Payments. The Company is
entitled to development milestones under the Original Celltrion Agreement and certain regulatory milestone payments which are paid upon
receipt of regulatory approvals. Except for the first milestone of $
Profit Splits. As the license is deemed to be the predominant item to which profit splits relate, the Company will recognize revenue when the related sales or third-party collaborator income occur. No profit split revenue has been recognized from inception through March 31, 2026.
6. Commitments under Research and Collaboration Agreements
MedImmune License Agreement
In August 2016, the Company entered into a collaboration and license agreement with MedImmune Limited (“MedImmune”), pursuant to which the Company received from MedImmune an exclusive, worldwide, royalty-bearing, sublicensable (subject to certain conditions) license to certain intellectual property rights relating to the Company’s ABP-200 product candidates (the “MedImmune License Agreement”). The Company agreed to use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified timeframes. Unless earlier terminated in accordance with its terms, the MedImmune License Agreement, as amended, remains in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on the ABP-200 product candidates. The Company is no longer developing ABP-200.
Under the MedImmune License Agreement, the Company
agreed to pay milestone and royalty payments, including up to $
11
NCI License Agreement
In August 2017, the Company entered into a patent license agreement with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health (the “NIH”), pursuant to which the Company received an exclusive, worldwide license to make, use, sell, offer to sell and import products covered by the licensed patents in the field of using certain monoclonal antibodies as monospecific or bispecific antibodies for the treatment of liver cancer (the “NCI License Agreement”). The license agreement was amended in May 2020 and October 2023 and the field of use was narrowed to the development and commercialization of a bispecific antibody for the treatment of GPC-3 expressing liver cancer using a particular moiety for targeting GPC3 and the timeline for development and commercialization was extended. Unless earlier terminated, the Company’s agreement with NCI will expire upon expiration of all licensed patent rights. The Company may also terminate the agreement as to any licenses in any country or territory upon 60 days written notice.
Pursuant to the NCI agreement and amendments,
the Company agreed to pay low single-digit royalties based on net sales of licensed products as well as milestone payments of up to $
The Company also has to pay the guaranteed annual minimum royalties
of $
The Company also agreed to reimburse patent costs for all documented out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights. During both the three months ended March 31, 2026 and 2025, the Company did not incur any expenses related to the patent costs reimbursements.
Mabwell License Agreement
In October 2020, the Company entered into an exclusive collaboration and license agreement with Mabwell (the “Mabwell License Agreement”). The agreement was amended in November 2020. Under the Mabwell license agreement, the Company received a non-exclusive, royalty-free research purpose license as well as an exclusive commercial license within certain territories, as defined in the agreement, to Mabwell’s series of anti-SARS-CoV-2 monoclonal antibodies. Under the agreement, the Company is responsible for conducting at its sole expense, research and preclinical, clinical and other developments of any licensed products and bears all development costs and expenses related to obtaining or maintenance of marketing authorizations of licensed products in its territories. Mabwell is obligated, at the Company’s request, to supply the Licensed Antibodies to the Company for clinical trial purpose at costs plus margin as defined in the agreement. The parties agreed to undertake certain joint clinical research and development activities with a portion of the costs contributed by Mabwell. Unless earlier terminated, the Mabwell License Agreement will expire on the occurrence of the last to expire royalty term, which is the later of a) the expiration of the last to expire valid claim of the patent rights and b) ten years from the first commercial sale of such Licensed Product, and determined on jurisdiction-by-jurisdiction basis. Either party may terminate the agreement in the event of any uncured material breach by the other party.
The agreement provides for development milestones
of up to $
12
During the three months ended March 31, 2026 and 2025, development activities under the Mabwell collaboration agreement were immaterial to the condensed consolidated financial statements. No milestones have been reached and no products were sold under the Mabwell License Agreement through March 31, 2026.
MSK License Agreement
In March 2017, the Company entered into an exclusive license agreement with Memorial Sloan Kettering Cancer Center (the “MSK License Agreement”), pursuant to which the Company received an exclusive, royalty-bearing, worldwide license under specified patent rights to make, use and sell certain of MSK’s proprietary Her2-huOKT3 bispecific antibodies. The agreement was amended on March 31, 2017, on March 31, 2018, and January 1, 2020. Unless earlier terminated in accordance with its terms, the agreement was to remain in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on MSK antibodies. On September 19, 2023, MSK License Agreement was terminated by MSK due to the Company’s failure to make the payments for the patent costs reimbursements discussed below.
Under the MSK License Agreement, as amended, the Company agreed to
use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within
specified territories and timeframes. The Company was committed to pay MSK up to $
The Company also agreed to reimburse patent costs for all documented
out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights in the license territory. During
the three months ended March 31, 2026 and 2025, the Company incurred no expenses related to the patent costs reimbursements. As of both
March 31, 2026 and December 31, 2025, the liabilities for the patent costs reimbursements were $
As of both March 31, 2026 and December 31, 2025,
the accrued liabilities for the unpaid interest on the outstanding minimum royalty and milestone payments due to MSK were $
13
VAZYME License agreement
In April 2021, the Company entered into a License Agreement with VAZYME Biotech Co., Ltd (“VAZYME”) (the “VAZYME License Agreement”), pursuant to which the Company was granted an exclusive, perpetual, royalty-bearing, worldwide license under specified patent rights to research, develop and commercialize VAZYME proprietary anti-SARS-CoV-2 monoclonal antibodies. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the VAZYME License Agreement, the Company
agreed to use commercially reasonable efforts to reach certain research and development, and commercialization milestones for such antibodies.
The Company also agreed to pay $
In December 2021, the Company entered into a Cooperation Agreement with Chengdu Bio-Innovate Pharmaceutical Technology Co., Ltd (“Bio-Innovate”) and a three-way sharing agreement with VAZYME and Bio-Innovate (“the Company”, “VAZYME” and “Bio-Innovate”, collectively “all parties”), pursuant to which the Company entrusted Bio-Innovate to perform certain preclinical testing and all parties agreed that VAZYME will ship the agreed antibodies to Bio-Innovate rather than the Company to fulfill the requirements under the VAZYME License Agreement.
For the three months ended March 31, 2026 and 2025, the Company did
not incur any expenses related to the VAZYME License Agreement. As of both March 31, 2026 and December 31, 2025, the accrued liabilities
under this agreement were $
7. Commitments and Contingencies
Litigation and other matters
The Company, from time to time, is subject to legal proceedings and claims that arise in the ordinary course of business. Resolution of any such matter could have a material adverse effect on the results of operations and financial condition. The Company considers all claims on a periodic basis and based on known facts assesses whether potential losses are considered reasonably possible, probable and estimable. Based upon this assessment, the Company then evaluates disclosure requirements and whether to accrue for such claims in its consolidated financial statements.
The Company records a provision for contingent liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
On September 12, 2023, a contract research organization (“CRO”)
vendor filed a lawsuit against the Company based on the Company’s failure to make certain installments pursuant to a settlement
agreement entered into with this vendor on January 23, 2023. Under the settlement agreement, the Company agreed to pay a total of $
In addition to the lawsuit from a CRO vendor above,
the Company accrued $
In June 2023, the Company received a notice of breach from MSK followed
by a notice of termination in September 2023, pursuant to which MSK demanded payments totaling $
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The MedImmune License Agreement (see Note 6) provides for a research plan with target dates for an IND application (July 2021) and Phase II commencement (December 2022). These target dates were not met, which gives MedImmune (now AstraZeneca) a termination right. The Company does not expect a material impact on its business if MedImmune/AstraZeneca terminates this agreement. This license was originally entered into in connection with the development of ABP-200, which the Company is no longer developing. The Company believes that it does not need the intellectual property licensed under that agreement for the development and eventual commercialization of ABP-201 or any of its other programs.
On June 17, 2025, the Company received a
complaint from a former director asserting that the Company owes the former director a total of $
On October 22, 2025, the Company received a demand
for payment from Integral Molecular, Inc. in the amount of approximately $
On October 23, 2025, the Company received a demand for payment from
Brookline Capital Markets, a division of Arcadia Securities LLC, in the amount of $
Excise Tax Liability
At the Closing Date, the Company assumed
the excise tax liability of $
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
During the second quarter of 2024, the IRS issued regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company filed the excise tax return in October 2024 and engaged with the IRS in determining a payment plan for the balance.
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The Company was unable to pay its obligation in
full, and, as such, it was subject to additional interest and penalties which were estimated at
In March 2025, the Company received the letter from the Internal Revenue
Service of the United States Department of Treasury (the “IRS”), setting up the meeting with the Company to discuss the unsettled
tax matters of ACAB and referencing $
On November 24, 2025, the IRS published the rule providing additional
clarification on the application of the excise tax to redemptions of stock (the “2025 Rule”). Among other things, the 2025
Rule provided transitional relief for stock issued before August 16, 2022 that was subject to mandatory redemption or a unilateral put
option. As ACAB issued the redeemable stock prior to August 16, 2022 and this stock was subject to mandatory repurchase upon certain
events outside of ACAB’s control, the Company concluded that the redemptions of ACAB redeemable stock qualified for the transitional
relief. As a result, the Company derecognized the $
Merger Earnout
Former holders of the Legacy Abpro common stock and Legacy Abpro preferred
stock are eligible to receive up to
8. Forward Purchase Agreement
On November 7, 2024, ACAB and Legacy Abpro entered
into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement” or “Transaction”)
with YA (the “Seller”) to which a maximum of up to
On January 28, 2025, YA elected to effect an Optional
Early Termination (as described in the Forward Purchase Agreement) with respect to all
The Forward Purchase Agreement was accounted for at fair value as an
asset in accordance with the guidance in ASC Topic 815 Derivatives and Hedging (“ASC 815”), with subsequent changes in the
fair value recorded in profits and losses. The fair value of the Forward Purchase Agreement asset was $
9. Notes Payable
Note Payable
In January 2025, the Company entered into an insurance premium financing
agreement and borrowed a total principal amount of $
16
Notes Payable – Related Parties
Promissory Note with ABI
On October 18, 2023, the Company entered into
a promissory note agreement with Abpro Bio International, Inc. (“ABI”), a significant investor in the Company, to receive
up to $
As of March 31, 2026 and December 31, 2025, the outstanding principal
balances under the promissory notes with ABI was $0. As of both March 31, 2026 and December 31, 2025, accrued interest totaling $
Promissory Notes with Executive and Director
On December 29, 2023, Legacy Abpro issued promissory notes to one of
its executives and one of its directors, in the principal amount of $
On April 18, 2024, the Company entered into a separate promissory note
agreement with the same executive to receive, as amended, up to $
On February 7, 2025, the Company issued
In January 2026, the Company entered into a loan agreement with its
Chief Executive Officer and Board of Directors Chairman for an unsecured loan in the principal amount of $
17
10. Standby Equity Purchase Agreement
Convertible Notes
On October 30, 2024, Legacy Abpro and ACAB entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“YA”).
Subject to the satisfaction of the conditions
set forth in the SEPA, YA committed to advance to the Company the aggregate principal amount of up to $
On November 14, 2024 (the “First Convertible
Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “First Convertible
Note”) with YA for $
On June 23, 2025 (the “Second Convertible
Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “Second Convertible
Note”) and together with the First Convertible Note, the “Convertible Notes”) with YA for $
The Convertible Notes had the maturity date of
The Convertible Notes were convertible at the option of the holder
at any time after the issuance dates based on the conversion price determined as the lower of (i) $
On April 20, 2025, the Company entered into an
amendment to SEPA with YA, pursuant to which, the definition of the conversion price was amended to state that the Fixed Price should
be adjusted (downwards only) to equal the VWAP of the Common Shares over the three (
The Convertible Notes were redeemable at the option
of the Company if the volume-weighted-average price (“VWAP”) of the Company’s Common Stock was less than $
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Under the terms of the Convertible Notes, the
Amortization Event was to occur if (i) the daily VWAP is less than the Floor Price for
It was determined, in accordance with ASC 815, that the Conversion
Feature was required to be bifurcated due to the adjustments to the settlement amount of this embedded feature that are not inputs to
the fair value measurement of a fixed-for-fixed forward or option on equity shares, and should be recorded as a liability (the “Embedded
Derivative Liability”) at fair value with a corresponding amount recorded as a discount on the Convertible Notes. The Embedded Derivative
Liability was marked to market at each reporting period end with any changes recorded in other income or expense. The fair value of the
Embedded Derivative Liability associated with the First Convertible Note was estimated at $
The total discount resulting from the Convertible Note Discount and
the bifurcation of the Embedded Derivative Liability at the issuance dates was amortized over the terms of the Convertible Notes through
non-cash interest expense using the effective interest method. The non-cash interest expense related to the discount amortization was
$
SEPA Put Rights
Under the terms of the SEPA, starting at the Closing
Date, the Company has the right, but not the obligation (“SEPA Put Rights”), to issue shares of its common stock to YA (“Advance
Shares”, and such issuance and sale, an “Advance”) and YA shall subscribe for and purchase from the Company such Advance
Shares, through written notice by the Company to YA (“Advance Notice”), provided (i) no balance is outstanding under
a Convertible Note, or (ii) if there is a balance outstanding under a Convertible Note, an Amortization Event (as defined above),
has occurred in accordance with and subject to the terms of the SEPA. The SEPA contemplates purchase by YA of up to $
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For as long as there was an outstanding balance under a Convertible Note, YA had the right, but not the obligation, by delivery to the Company of Investor Notices (as defined in the SEPA), to cause an Advance Notice to be deemed delivered by YA, which triggers the issuance and sale of Advance Shares to YA, subject to terms and conditions as specified in the SEPA.
The purchase price for the Advance Shares is the
price per Advance Share obtained by multiplying the Company’s stock price (i) by
The Company accounted for the SEPA Put Rights as an asset at fair value in accordance with the guidance in ASC 815, due to the adjustments to the settlement amount of this derivative instrument that are not inputs to the fair value measurement of a fixed-for-fixed forward or option on equity shares.
In January and February 2026, the Company issued
As a result of the written notification received from the Nasdaq Panel
on February 18, 2026 (see Note 1), the trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February
23, 2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA.
As a result, as of March 31, 2026, the fair value of SEPA put rights asset was deemed de minimis. The fair value of the SEPA Put Rights
was $
11. Stockholders’ Equity
Common and Preferred Stock
The Company’s Amended and Restated Certificate
of Incorporation provides the Company’s board of directors with the authority to issue up to
Warrants
As of March 31, 2026 and December 31, 2025, there were
The Company will not be obligated to deliver any common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
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The Company may redeem the Public Warrants:
| ● | in whole and not in part; | |
| ● | at a price of $ | |
| ● | upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and | |
| ● | if, and only if, the reported last sale price of the Series A common stock equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
As of March 2026 and December 31, 2025, there
were
On February 7, 2025, the Company issued
The following presents information about warrants to purchase common stock outstanding as of March 31, 2026:
| Weighted- | Average | |||||||||
| Average | Remaining | |||||||||
| Shares | Exercise Price | Contractual Life | ||||||||
| Warrants | $ | |||||||||
No warrants were exercised during the three months ended March 31, 2026 or 2025.
12. Share-Based Compensation
2024 Equity Incentive Plan
The Company’s 2024 Equity Incentive Plan (the “2024 Plan”)
became effective at the Closing Date. As of March 31, 2026,
Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees.
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2014 Stock Incentive Plan
The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy
Abpro expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted
under the 2014 Plan. As of March 31, 2026, there were
The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vested on the first anniversary of the grant date.
Stock Options
The summary of the Company’s stock option activity is as follows:
Number of Stock Options | Weighted- Exercise | Weighted- Remaining Contractual Life | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited/Expired/Cancelled | ( | ) | $ | |||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||
Restricted Stock Units
The summary of the Company’s restricted stock unit activity is as follows:
| Number of Shares | Weighted- Average Grant Date Fair Value | Weighted- Average Remaining Vesting Period | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Vested | ( | ) | $ | |||||||||
| Forfeited | ||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
As of March 31, 2026,
On October 22, 2024, the Company’s board of directors authorized
the issuance of
22
Share-Based Compensation Expense
The summary of the recorded share-based compensation expense is as follows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| Total stock-based compensation | $ | $ | ||||||
As of March 31, 2026, there was no unrecognized compensation cost related
to stock option awards. As of March 31, 2026, there was approximately $
13. Related Parties
The Company has certain promissory notes outstanding with executives and directors as of March 31, 2026 and December 31, 2025. See Note 9.
On January 15, 2020, Legacy Abpro entered into an agreement for various
consulting services, as defined in the agreement, with a former director of Legacy Abpro. On January 1, 2023, the Company entered into
a new consulting agreement with the same director, which superseded the agreement dated in January 2020. The agreement was terminated
during the year ended December 31, 2024. In the fourth quarter of 2025, the Company made a $
On December 1, 2021, Legacy Abpro entered into a consulting agreement
with a member of the Company’s Board of Directors. Under the agreement, Legacy Abpro is obligated to pay fees for various consulting
services, as defined in the agreement. This agreement was terminated in May 2022. The Company did not incur any expenses under this agreement
during the years ended December 31, 2025 and 2024. As of March 31, 2026 and December 31, 2025, the unpaid amounts were $
On March 13, 2023, the Company’s Former
CEO, upon the approval of the Company’s Board of Directors, transferred $
On July 20, 2025, the Company entered into a consulting
agreement with the Company’s CEO (the “CEO Consulting Agreement”). In connection with the CEO Consulting Agreement,
the Company issued
14. Subsequent Events
On June 17, 2025, the Company received a complaint from a former director
asserting that the Company owes the former director a total of $
On April 29, 2026, the Company settled the outstanding payable balance
of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with our audited financial statements and the notes thereto included in our Annual Report. In addition, you should read the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections of this Quarterly Report and our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Unless otherwise indicated or the context otherwise requires, references in this section to ” Abpro,” “we,” “us,” “our,” “the Company,” and other similar terms refer to Abpro Holdings, Inc. and its subsidiaries.
Overview
Abpro Holdings, Inc. (together with its subsidiaries, the “Company”) is a biotechnology company dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease. By leveraging our proprietary DiversImmune® and MultiMabTM antibody discovery and engineering platforms, we are developing a pipeline of antibodies, both independently and through collaborations with global pharmaceutical and research institutions.
Our two lead product candidates, ABP-102 and ABP-201, feature our next generation tetravalent antibody format, or TetraBi antibody format, which binds to two different targets with two distinct binding sites per target.
On November 13, 2024 (the “Closing Date”), Abpro Corporation (“Legacy Abpro”) completed the merger with Atlantic Coastal Acquisition Corp. II (“ACAB”) (the “Merger”). At the Closing Date, ACAB changed its name to “Abpro Holdings, Inc.”
Impact of Macroeconomic Events
Our business and operations may be negatively affected by worldwide economic conditions, which may continue to be impacted by global macroeconomic challenges such as changes in trade policies, including sanctions, treaties, tariffs, regulatory requirements, and other limitations on cross-border operations, changes in inflation and fluctuations in interest rates, instability in the banking and financial services sector, declines in consumer confidence, declines in economic growth, uncertainty in the markets, geo-political and economic instability, and tensions in U.S.-China relations. The extent, severity, and duration of the impact of these events and conditions on our business cannot be predicted and may not be fully reflected in our results of operations until future periods. If economic uncertainty continues or increases, or if the global economy worsens, our business, financial condition, and results of operations may be harmed.
Recent Developments
On October 16, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective on October 31, 2025, to effect a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”), of the shares of the Company’s Common Stock. The Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on October 10, 2025.
24
As a result of the Reverse Stock Split, every 30 shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
Following the Reverse Stock Split, the number of shares of Common Stock outstanding were proportionally reduced from 81,150,000 shares to approximately 2,705,061 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices. Unless we indicate otherwise or the context otherwise requires, all information in this section gives effect to this Reverse Stock Split.
The Common Stock began trading on a reverse stock split-adjusted basis upon market open on November 3, 2025. The ticker symbol for the Common Stock remained “ABP” under CUSIP number (following the Reverse Stock Split) 000847202. Following the Nasdaq delisting of our securities on the Nasdaq Capital Market, effective February 23, 2026, our securities are trading on the OTC Pink Limited Market under the ticker symbol “ABPO”. The delisting does not affect the Company’s operations, but may have, among other material adverse effects, an adverse impact on the liquidity and market price of the Common Stock and on the Company’s ability to raise capital, including under the SEPA and on favorable terms, if at all, in the future.
Results of Operations
Results of Operations for the Three Months Ended March 31, 2026 and 2025
The following is a comparative discussion of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
| For the Three Months Ended December | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | 13 | $ | 325 | $ | (312 | ) | -96 | % | |||||||
| General and administrative | 920 | 2,633 | (1,713, ) | -65 | % | |||||||||||
| Total operating expenses | 933 | 2,958 | (2,025 | ) | -68 | % | ||||||||||
| Loss from operations | (933 | ) | (2,958 | ) | 2,025 | -68 | % | |||||||||
| Other expense, net | (95 | ) | (929 | ) | 834 | -90 | % | |||||||||
| Net loss | $ | (1,028 | ) | $ | (3,887 | ) | $ | 2,859 | -74 | % | ||||||
Revenue
We did not generate revenue during the three months ended March 31, 2026 and 2025. Our ability to generate product revenue in the future will depend almost entirely on our ability to successfully develop, obtain regulatory approval for, and then successfully commercialize a drug candidate, or enter into collaborations that provide for payments to us.
Operating Expenses
Research and Development Expenses
Research and development expenses consist primarily of salaries, payroll taxes, employee benefits and share-based compensation for those individuals involved in research and development efforts, as well as consulting expenses, third-party research and development expenses, laboratory supplies and clinical materials.
Research and development expenses decreased by $0.3 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the majority of research and development personnel being on furlough since October 2024 and then subsequently terminated in the fourth quarter of 2025. The overall decrease in expenses was a result of the decrease in research and development activities while raising additional capital necessary to resume our research and development programs.
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General and Administrative Expenses
General and administrative expenses consist primarily of compensation and benefits to our personnel not involved in research and development efforts, costs related to our directors, and senior advisors; professional service fees, including accounting and legal services and other consulting services. General and administrative expenses decreased by $1.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the decrease of approximately $0.8 million in legal and accounting expenses, approximately $0.3 million in facilities and supplies costs, approximately $0.4 million decrease in estimated liability under the litigation with the former director and $0.2 million in share-based compensation expense as a result of the cost reduction efforts implemented in the second half of 2025.
Other Expense, Net
Other expense, net improved by $0.8 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This change is primarily related to the interest expense for the one-time charge for the fair value of the warrants issued under the promissory note with an executive in the amount of approximately $0.7 million during the three months ended March 31, 2025, in which there was no similar interest expense activity during the three months ended March 31, 2026.
Liquidity, Capital Resources and Going Concern
To date, we have financed our operations primarily through the sale of equity securities and convertible debt, proceeds from the Merger and related PIPE financing, borrowings under loan facilities and, to a lesser extent, through payments received in connection with collaboration and license agreements. Since our inception, we incurred significant recurring losses, including net losses of $1.0 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of $120.0 million. We expect to incur operating losses in the foreseeable future.
On April 2, 2025, the Company received written notice from the Listing Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Pursuant to the Nasdaq Listing Rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. The letter stated that the Company had 180 calendar days, or until September 29, 2025, to regain compliance.
On April 10, 2025, the Company received two letters from the Staff of Nasdaq. One letter (the “MVPHS Notice”) indicated that based upon Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days prior to the date of the MVPHS Notice, the Company no longer meets the requirements of Nasdaq Listing Rule 5450(b)(2)(C), which requires listed securities to maintain a minimum MVPHS of $15,000,000 (the “MVPHS Requirement”). The second letter notified the Company that from February 20, 2025, to April 9, 2025, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). Each letter stated that the Company had 180 calendar days, or until October 7, 2025, to regain compliance.
On September 30, 2025, the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement during the compliance period. Accordingly, the Company timely requested a hearing before the appeal panel (the “Panel”), which stayed the suspension of the Company’s securities with Nasdaq pending the Panel’s decision or any extension of time provided by the Panel to regain compliance.
On October 14, 2025, the Company received a letter from Nasdaq notifying the Company that it had not regained compliance with either the MVPHS Requirement or the MVLS Requirement during the compliance period.
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The hearing was held on October 30, 2025. During the hearing, the Company presented its plans to regain compliance with the Minimum Bid Price Requirement, the MVPHS Requirement and the MVLS Requirement. On November 10, 2025, the Company received a decision letter from the Panel granting the Company’s request for continued listing on The Nasdaq Stock Market, subject to the Company’s strict adherence to certain interim deadlines and conditions.
On February 18, 2026, the Company received written notification from the Panel stating that, due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s securities were to be delisted from Nasdaq. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23, 2026 and the Company’s securities now trade on the OTCQB, Pink Limited tier of the OTC Markets under the ticker symbol “ABPO”. The Company was provided fifteen (15) days from receipt of the aforementioned notice of the Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision. The delisting does not affect the Company’s operations, but may have, among other material adverse effects, an adverse impact on the liquidity and market price of the Common Stock and on the Company’s ability to raise capital, including under SEPA (see Note 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements) and on favorable terms, if at all, in the future.
On March 18, 2026, the Company formally appealed the delisting determination and is expecting the response in June 2026.
If we are unsuccessful in our appeal to Nasdaq and do not regain listing on the Nasdaq or another national exchange, we could face significant material adverse consequences, including the loss of federal preemption of state securities laws (blue sky laws) that will make certain finance and securities transactions more costly and involve increase complexities, along with the costs associated with trading on the Over-the-Counter, as well as the following:
| ● | a limited availability of market quotations for our securities; | |
| ● | reduced liquidity for our securities; | |
| ● | a determination that our Common Stock is “penny stock” which will require brokers trading in the Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
| ● | a limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
In January and February 2026, the Company issued 3,162,785 shares of common stock with the aggregate gross purchase price of approximately $7.3 million under Advance Notices to YA in accordance with the terms of the SEPA.
As of March 31, 2026, the Company had cash of $5,398. Due to its current liabilities, the cash available to the Company will not be sufficient to allow the Company to operate for at least 12 months from the date that the unaudited condensed consolidated financial statements are issued. The future viability of the Company is largely dependent on its ability to raise additional capital to finance its operations. The Company expects to seek additional funding through equity and debt financings, collaboration agreements and research grants. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects.
Accordingly, based on the considerations discussed above, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued. The Company plans to continue to fundraise, as well as seek alternate revenues from collaboration and license agreements. If adequate funds are not available, the Company may be required to initiate steps to slow cash burn, extending the cash runway until financing can be secured. The condensed consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might result from the outcome of this uncertainty.
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Future Funding Requirements
We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the pre-clinical activities and clinical trials of our product candidates. The timing and amount of our operating expenditures will depend largely on:
|
|
● | the scope, number, initiation, progress, timing, costs, design, duration, any potential delays, and results of clinical trials and nonclinical studies for our current or future product candidates, particularly the planned Phase 1/2 clinical trial for ABP-102, focusing on HER2+ breast and gastric cancers, as well as Phase 1 clinical trials for ABP-201 for the treatment of Wet AMD; |
| ● | the clinical development plans we establish for our product candidates; | |
| ● | the number and characteristics of product candidates and programs that we develop or may in-license; | |
| ● | the outcome, timing and cost of regulatory reviews, approvals or other actions to meet regulatory requirements established by the FDA and comparable foreign regulatory authorities, including the potential for the FDA or comparable foreign regulatory authorities to require that we perform more studies for our product candidates than those that we currently expect; | |
| ● | our ability to obtain marketing approval for our product candidates; | |
| ● | the cost of filing, prosecuting, defending and enforcing our patent claims and other intellectual property rights covering our product candidates, including any such patent claims and intellectual property rights that we have licensed pursuant to the terms of a license agreement; | |
| ● | our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the cost of defending intellectual property disputes, including patent infringement actions brought by third parties against us or our product candidates; | |
| ● | the cost and timing of completion of commercial-scale outsourced manufacturing activities with respect to our product candidates; | |
| ● | our ability to establish and maintain licensing, collaboration or similar arrangements on favorable terms and whether and to what extent we retain development or commercialization responsibilities under any new licensing, collaboration or similar arrangement; | |
| ● | the cost of establishing sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on our own; | |
| ● | the success of any other business, product or technology that we acquire or in which we invest; | |
| ● | the costs of acquiring, licensing or investing in businesses, product candidates and technologies; | |
| ● | our need and ability to hire additional management, and scientific and medical personnel; | |
| ● | the costs to operate as a public company in the United States, including the need to implement additional financial and reporting systems and other internal systems and infrastructure for our business; | |
| ● | market acceptance of our product candidates, to the extent any are approved for commercial sale; and | |
| ● | the effect of competing technological and market developments. |
28
Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our ownership interest may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, scale back or discontinue the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions.
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
| For the Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Net cash used in operating activities | $ | (2,080 | ) | $ | (1,503 | ) | $ | (577 | ) | 38 | % | |||||
| Net cash provided by (used in) financing activities | $ | 7,411 | $ | (84 | ) | $ | 7,495 | 8923 | % | |||||||
Net cash used in operating activities for the three months ended March 31, 2026, increased by $0.6 million as compared to the three months ended March 31, 2025. Although the operating expenses, excluding non-cash items, decreased by $1.6 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, the cash used in operating activities increased due to the timing of disbursements with $0.6 million increase in prepaids and $1.6 million decrease in accounts payable and accrued expenses in the first quarter of 2026 as compared to the first quarter of 2025.
Net cash provided by financing activities increased by $7.3 million from the sale of the common stock shares to YA in accordance with the terms of the SEPA for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. During the three months ended March 31, 2025, the Company made $0.2 million payments on the Note Payable which were partially offset by the proceeds of $0.1 million from the settlement of the Forward Purchase Agreement.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, as well as the reported expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no changes to our critical accounting policies and estimates as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies of the Notes to the Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, under the supervision and with the participation of the Company’s principal executive and principal financial officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the quarter ended March 31, 2026, our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses described below.
Remediation Efforts to Address a Previously Identified Material Weakness in Internal Control over Financial Reporting
As described in Item 9.A Controls and Procedures of our 2025 Form 10-K, for the year ended December 31, 2025, management identified material weaknesses in its internal controls, related to the Company having inadequate existing control to ensure timely identification and evaluation of contractual obligations such as license agreements and failing to design and maintain formal written policies and procedures regarding internal controls over financial reporting. As of December 31, 2025, the Company successfully remediated a previous material weakness related to segregation of duties over internal wire transfer authorization and access to bank accounts. The Company is in process of implementing and testing its internal control to address the remaining material weaknesses.
A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.
The Company will continue to review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control deficiencies. Such material weaknesses and control deficiencies will not be remediated until the Company’s remediation plan has been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of time.
To address these material weaknesses, management, under the oversight of the audit committee, has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting:
|
|
- | The Company redesigned and implemented proper authorization procedures and access controls with respect to wire transfers and bank account access. |
| - | The Company will continue to implement a review process by management and the Board of Directors to ensure timely identification of liabilities related to the contractual obligations and license agreements. | |
| - | The Company continues to develop formalized policies and procedures regarding internal controls over financial reporting. |
The material weaknesses will not be remediated until the Company’s remediation plan has been fully implemented, for which the Company would be able to conclude that its internal controls are operating effectively for a sufficient period of time.
We can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
Except for the remediation actions described above, there were no changes in our internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recently completed quarter, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. The following is a summary of material legal proceedings as of the date of this filing. See also Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding contingent liabilities.
On June 17, 2025, a former director filed a lawsuit against the Company alleging damages of approximately $748,000 for consulting fees, bonuses, and for unpaid promissory note principal and interest, of which approximately $140,000 was paid in the fourth quarter of 2025. On November 10, 2025, the Suffolk Superior Court issued a preliminary injunction prohibiting the Company from transferring its assets without court approval outside the ordinary course of business. On April 15, 2026, the Company settled this claim in full for the total amount of approximately $390,000.
In March 2017, we entered into an Exclusive License Agreement with Memorial Sloan Kettering Cancer Center (“MSK”), which was subsequently amended by Amendment No. 1 to Exclusive License Agreement dated March 31, 2017, Amendment No. 2 to Exclusive License Agreement dated March 31, 2018, and Amendment No. 3 to Exclusive License Agreement dated December 31, 2019 (collectively, the “Exclusive MSK License Agreement”). In June 2023, we received a notice of breach from MSK followed by a notice of termination in September 2023, pursuant to which MSK demanded payments totaling $1,060,405 in principal and $169,173 in interest. We do not dispute the payment obligations under the Exclusive MSK License Agreement and have not made the payment to preserve cash. We are working on a settlement agreement including a cash component significantly less than the face amount of the obligation. As of March 31, 2026, the Company had accrued amounts associated with outstanding MSK obligations of approximately $1.2 million.
In January 2023, we entered into a settlement agreement with Parexel International (IRL) Limited relating to payment obligations arising out of a clinical trial performed by Parexel, which was co-financed by the Company and Mabwell (Shanghai) Bioscience Co., Ltd. (SHA: 688062), a biopharmaceutical company headquartered in Shanghai, China (“Mabwell”). The Company made some but not all installment payments due under the settlement agreement and Parexel filed a complaint in Superior Court in Middlesex County, Massachusetts in April 2023. Parexel subsequently amended the complaint twice and filed a motion for default judgment in September 2023 seeking contractual damages of approximately $640,000 plus additional damages under Massachusetts Chapter 93A for deceptive business practices. A hearing on the motion was held on January 9, 2024. The court asked for additional submissions by January 16, 2024 and indicated that a ruling would follow thereafter. On January 26, 2024, the court entered a judgment in the case awarding Parexel a total of approximately $700,000 and rejecting Parexel’s claim under Chapter 93A. As of March 31, 2026 and December 31, 2025, the Company recorded liability for the outstanding balance under this settlement agreement of approximately $890,000 and $869,000, including the accrued interest, respectively.
We are unable to predict the ultimate outcome of these matters, the timing of any final decisions of various agencies or courts, or the impact on our results of operations, financial condition or cash flows. Adverse outcomes in any of these matters or in aggregate, if liability is ultimately found against us, could require significant cash payments and materially adversely affect our financial condition, and impede or hinder our operations.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025. There have been no material changes to the risk factors described in our most recent Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
31
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
32
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ABPRO HOLDINGS, INC. | ||
| Date: May 20, 2026 | By: | /s/ Miles Suk |
| Name: | Miles Suk | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
33
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Miles Suk, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Abpro Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 20, 2026 | /s/ Miles Suk |
| Miles Suk | |
| Chief Executive Officer | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Abpro Holdings, Inc. (the “Company”), for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Miles Suk, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered by the Report. |
| Date: May 20, 2026 | By: | /s/ Miles Suk |
| Miles Suk | ||
| Chief Executive Officer | ||
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued (in Shares) | 0 | 0 |
| Preferred stock, shares outstanding (in Shares) | 0 | 0 |
| Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized (in Shares) | 110,000,000 | 110,000,000 |
| Common stock, shares issued (in Shares) | 5,896,048 | 2,733,263 |
| Common stock, shares outstanding (in Shares) | 5,896,048 | 2,733,263 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Operating expenses: | ||
| Research and development | $ 13 | $ 325 |
| General and administrative | 920 | 2,633 |
| Total operating expenses | 933 | 2,958 |
| Loss from operations | (933) | (2,958) |
| Other (expense) income: | ||
| Other income | 2 | |
| Interest expense | (23) | (737) |
| Interest income | 22 | 18 |
| Change in fair value of forward purchase agreement asset | (23) | |
| Change in fair value of SEPA put rights asset | (96) | (156) |
| Change in fair value of embedded derivative liability | (31) | |
| Total other (expense) income, net | (95) | (929) |
| Net loss | $ (1,028) | $ (3,887) |
| Basic (in Dollars per share) | $ (0.23) | $ (2.29) |
| diluted (in Dollars per share) | $ (0.23) | $ (2.29) |
| Weighted average shares outstanding - basic (in Shares) | 4,490,505 | 1,697,414 |
| Weighted average shares outstanding - diluted (in Shares) | 4,490,505 | 1,697,414 |
Condensed Consolidated Statements Of Changes In Stockholders’ Deficit (Unaudited) (Parentheticals) $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Statement of Stockholders' Equity [Abstract] | |
| Net of issuance costs | $ 508 |
Organization and Description of the Business |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization and Description of the Business [Abstract] | |
| Organization and Description of the Business | 1. Organization and Description of the Business
Organization
Abpro Holdings, Inc. and its subsidiaries, (the “Company”) is a biotechnology company headquartered in Burlington, Massachusetts, dedicated to developing next-generation antibody therapeutics to improve the lives of patients with severe and life-threatening diseases. The Company is focused on the development of novel antibodies using its proprietary discovery and engineering platforms, primarily in the areas of immuno-oncology, ophthalmology and infectious disease.
On November 13, 2024 (the “Closing Date”), Abpro Corporation (“Legacy Abpro”) completed the merger with Atlantic Coastal Acquisition Corp. II (“ACAB”) (the “Merger”). At the Closing Date, ACAB changed its name to “Abpro Holdings, Inc.”
Reverse Stock Split
On October 16, 2025, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective on October 31, 2025 (the “Effective Time”), to effect a one-for-thirty (1:30) reverse stock split (the “Reverse Stock Split”), of the shares of the Company’s common stock, par value $0.0001 per share. The Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on October 10, 2025. The Company’s common stock began trading on a reverse stock split-adjusted basis upon market opening on November 3, 2025.
As a result of the Reverse Stock Split, every 30 shares of issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares not evenly divisible by the Reverse Stock Split ratio will be entitled to receive an additional fraction of a share of common stock to round up to the next whole share.
All of the Company’s historical share and per share information related to issued and outstanding common stock, restricted stock units, and options and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect this 1:30 reverse stock split.
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of more advanced or effective therapies, dependence on key executives, protection of and dependence on proprietary technology, compliance with government regulations and ability to secure additional capital to fund operations. Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Going Concern
The Company is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Through March 31, 2026, the Company has funded its operations mainly through equity and debt financings, including the proceeds from the issuance of shares under the SEPA (see Note 10), and to a lesser extent, payments received in connection with collaboration and license agreements.
As of March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $120,023 and $118,995, respectively. The Company’s net loss was $1,028 and $3,887 for the three months ended March 31, 2026 and 2025, respectively. Substantially all of the Company’s net losses resulted from costs incurred in connection with the Company’s research and development programs and from general and administrative costs associated with the Company’s operations. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as the Company advances its product candidates.
On April 2, 2025, the Company received written notice from the Listing Qualifications Department staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.
On February 18, 2026, the Company received written notification from the Panel stating that, due to the Company not having met the terms of the Panel’s November 10, 2025 decision that the Company demonstrate compliance with the minimum equity standard requirement under Nasdaq Listing Rule 5550(b)(1) by February 16, 2026, the Company’s securities were to be delisted from Nasdaq. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23, 2026 and the Company’s securities now trade on the OTCQB, Pink Limited tier of the OTC Markets under the ticker symbol “ABPO”. The Company was provided fifteen (15) days from receipt of the aforementioned notice of the Panel’s decision to request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the decision. The delisting does not affect the Company’s operations, but may have, among other material adverse effects, an adverse impact on the liquidity and market price of the Common Stock and on the Company’s ability to raise capital, including under the SEPA (see Note 10) and on favorable terms, if at all, in the future.
On March 18, 2026, the Company formally appealed the delisting determination and is currently expecting the response in June 2026.
As of March 31, 2026, the Company had cash of $5,398. Due to its current liabilities, the cash available to the Company will not be sufficient to allow the Company to operate for at least 12 months from the date these unaudited condensed consolidated financial statements are issued. The future viability of the Company is largely dependent on its ability to raise additional capital to finance its operations. The Company expects to seek additional funding through equity and debt financings, collaboration agreements and research grants. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects.
Accordingly, based on the considerations discussed above, management has concluded there is substantial doubt as to the Company’s ability to continue as a going concern within one year after the date these unaudited condensed consolidated financial statements are issued. The Company plans to continue to fundraise, as well as seek alternate revenues from collaboration and license agreements. If adequate funds are not available, the Company may be required to initiate steps to slow cash burn, extending the cash runway until financing can be secured. These unaudited condensed consolidated financial statements do not include any adjustments with respect to the carrying amounts of assets and liabilities and their classification that might result from the outcome of this uncertainty. |
Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its subsidiaries, Abpro Corporation and AbMed Corporation (“AbMed”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation, including the reclassification of amounts in the balance sheet for prepaid expenses and other current assets and notes payable with respect to the insurance premium financing agreement (see Note 9), with no material impact on the condensed consolidated financial statements.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include share-based compensation expense, fair value of warrants, pre-clinical and clinical accrued expenses, valuation and realizability of deferred tax assets and the ability to continue as a going concern. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.
Unaudited Interim Condensed Consolidated Financial Statements
The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or any other period. The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2026 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information.
There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report.
Segment Reporting
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about operating segments in their annual consolidated financial statements and requires that those entities report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance.
In accordance with ASC 280, the Company has determined that it operates as a single reportable segment, which is the business of development of novel antibodies, primarily in the areas of immuno-oncology, ophthalmology and infectious disease. The financial results of the Company’s operations are managed and reported to the , who is considered the Company’s CODM, on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. The Chief Executive Officer uses operating losses and cash flows from operating activities to evaluate performance of the operating segment assets in deciding how to allocate the cash resources. Significant expenses presented to the CODM include research and development expenses, general and administrative expenses, and interest expenses, which are each separately presented on the Company’s condensed consolidated statements of operations. Net Loss Per Share
Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless the inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2026 and 2025, basic and diluted net losses per share are the same for all periods presented.
The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:
Recently Issued Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.
Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s financial statements. |
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Accrued Expenses |
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| Accrued Expenses | 3. Accrued Expenses
Accrued expenses consisted of the following:
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Fair Value Measurements |
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| Fair Value Measurements | 4. Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:
The fair value of the SEPA Put Rights was estimated as the sum of the fair values of the put rights under each assumed advance notice over the term of the SEPA. The number of shares under each advance notice was based on the historical trading volumes of the Company’s common stock taking into account various beneficial ownership and daily volume limitations. The trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23, 2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA. As a result, as of March 31, 2026, the fair value of SEPA put rights asset was deemed de minimis. As of December 31, 2025, the fair value of the put rights under each advance notice was estimated using the Black Scholes model, incorporating the following assumptions:
The changes in the fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 are as follows:
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License and Collaboration Agreements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| License and Collaboration Agreements [Abstract] | |
| License and Collaboration Agreements | 5. License and Collaboration Agreements
NJCTTQ Collaboration Agreement
In January 2019, the Company entered into a collaboration agreement with Nanjing Chia Tai Tianquing Pharmaceutical Co., Ltd. (“NJCTTQ”) to research, develop and commercialize two anti-Claudin 18.2 lead antibodies (the “NJCTTQ agreement”). Under the NJCTTQ agreement, the Company granted a non-exclusive, non-sublicensable research license and an exclusive, sublicensable license to NJCTTQ within the People’s Republic of China and Thailand (the “NJCTTQ Territory”). The initial term of this agreement was 5 years, which could be automatically renewed for another 5 years. If no collaboration project reached the clinical stage within the first 5 years of the NJCTTQ agreement, then this agreement would not have been renewed. The agreement expired in January 2024.
The Company was eligible to receive up to an aggregate of $405,000 of non-refundable milestone payments from NJCTTQ upon achieving certain development, regulatory approval, and commercialization and sales milestones for each unique licensed antibody or product in NJCTTQ Territory. The Company agreed to pay NJCTTQ up to an aggregate of $5,000 in nonrefundable amounts upon achieving of a regulatory milestone in the Company’s territory, which includes all other countries other than the NJCTTQ Territory. No milestones have been reached through the expiration of this agreement in January 2024, no products were sold by NJCTTQ, and no related revenue amounts have been recorded in the accompanying condensed consolidated financial statements.
The Company and NJCTTQ agreed to pay reciprocal royalties, with each of them paying the other party low single-digit royalties, tiered based on net sales per calendar year in its territory. The agreement remains unrenewed as of March 31, 2026 after the expiration of its initial term. However, notwithstanding the agreement’s expiration, the low single-digit royalties and the $5,000 regulatory milestone payable to NJCTTQ based on commercial approval in the Company’s territory, as described above, will continue to apply. Through March 31, 2026, no products were sold by NJCTTQ or the Company under the NJCTTQ agreement and no regulatory milestones were achieved by the Company in the Company’s territory.
ABP-201 Collaboration and License Agreement
In January 2020, the Company’s consolidated subsidiary, Abmed, entered into a collaboration and license agreement with ABI (the “ABP-201 Agreement”), pursuant to which the Company granted to ABI an exclusive, royalty-bearing, license under specified patent rights to make, use and sell certain of its proprietary ANG-2/VEGF-HIRK bispecific antibodies within the licensed territory comprising People’s Republic of China, Japan, South Korea, Southeast Asia, the Middle East and the Commonwealth of Independent States. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the ABP-201 Agreement, ABI agreed to use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified territories and timeframes. ABI is committed to pay the Company up to $56,500 in milestone payments upon achieving certain research and development events, up to $485,000 in milestone payments based on annual net sales per each licensed product, and a double-digit percentage royalty in the low teens, tiered based on cumulative net sales by ABI, its affiliates or sublicensees beginning with the first commercial sale of a licensed product in its territory. No milestones have been reached through March 31, 2026, no products were sold by ABI, and no related revenue amounts have been recorded in the accompanying condensed consolidated financial statements.
Celltrion Collaboration and License Agreement
In September 2022, the Company entered into an exclusive collaboration and license agreement with Celltrion (the “Original Celltrion Agreement”). The Company and Celltrion entered into an amendment to the agreement in October 2024 in connection with the execution of the Celltrion Subscription Agreement (the “Amended Celltrion Agreement”). The amendment is subject to termination by the Company or Celltrion if (i) the share purchase under the Celltrion Subscription Agreement is not completed, or (ii) the Celltrion Subscription Agreement is terminated pursuant to Section 7 of the Celltrion Subscription Agreement. Under the Amended Celltrion Agreement, the Company granted Celltrion a worldwide exclusive license under specified patent rights to develop, make, have made, import, export, use, have used, sell and have sold certain of its proprietary ABP-102 bispecific antibodies. The license agreement also provides that the Company is to perform certain preclinical in vitro studies. The license agreement will remain in effect for so long as ABP-102 is being developed or commercialized anywhere in the world. Celltrion may terminate the license agreement at any time by providing six months prior written notice to the Company. Celltrion is committed to pay the Company up to $10,000 under the Original Celltrion Agreement and $6,000 under the Amended Celltrion Agreement in milestone payments upon granting the license and achieving certain research and development events, and up to $1,750,000 in milestone payments based on annual net sales per each licensed product. The proceeds from commercialization are subject to a 50/50 profit split. Amounts that may be paid by third-party collaborators, for example upfronts, milestones and/or royalty payments from territorial commercialization partners, are also subject to a 50/50 split. Following commercial approval of ABP-102, the Company has agreed to reimburse Celltrion 87.5% under the Original Celltrion Agreement and 250% under the Amended Celltrion Agreement of its direct and certain indirect costs and expenses incurred through first commercial sale. Under the Original Celltrion Agreement, Celltrion is entitled to offset amounts otherwise due to us under the agreement until our share of these costs has been paid back; provided that the Company is entitled to a minimum 25% (or 50% under the Amended Celltrion Agreement) of profit from commercial sales and from third-party collaborators regardless of the amount of unreimbursed development costs outstanding (and then 50% once the reimbursement has been made in full).
During the three months ended March 31, 2026 and 2025, the Company did recognize any revenue under the agreement with Celltrion. The Company had $183 in accounts receivable from Celltrion related to the research and development services as of both March 31, 2026 and December 31, 2025. The accounts receivable balance of $183 was collected in April 2026.
Milestone Payments. The Company is entitled to development milestones under the Original Celltrion Agreement and certain regulatory milestone payments which are paid upon receipt of regulatory approvals. Except for the first milestone of $2,000 achieved in 2022, other milestone payments were earned through March 31, 2026. The Company evaluated whether the remaining milestones are considered probable of being reached and determined that their achievement is highly dependent on factors outside of the Company’s control. Therefore, these payments have been fully constrained and are not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments will be recorded on a cumulative catch-up basis, which would affect the reported amount of collaboration revenues in the period of adjustment.
Profit Splits. As the license is deemed to be the predominant item to which profit splits relate, the Company will recognize revenue when the related sales or third-party collaborator income occur. No profit split revenue has been recognized from inception through March 31, 2026. |
Commitments under Research and Collaboration Agreements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments under Research and Collaboration Agreements [Abstract] | |
| Commitments under Research and Collaboration Agreements | 6. Commitments under Research and Collaboration Agreements
MedImmune License Agreement
In August 2016, the Company entered into a collaboration and license agreement with MedImmune Limited (“MedImmune”), pursuant to which the Company received from MedImmune an exclusive, worldwide, royalty-bearing, sublicensable (subject to certain conditions) license to certain intellectual property rights relating to the Company’s ABP-200 product candidates (the “MedImmune License Agreement”). The Company agreed to use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified timeframes. Unless earlier terminated in accordance with its terms, the MedImmune License Agreement, as amended, remains in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on the ABP-200 product candidates. The Company is no longer developing ABP-200.
Under the MedImmune License Agreement, the Company agreed to pay milestone and royalty payments, including up to $244,000 in milestone payments, which are comprised of $14,000 upon meeting certain clinical development milestones, $80,000 upon achieving certain regulatory events and $150,000 upon meeting certain worldwide commercial sales thresholds; and tiered high-single to low double-digit percentage royalties based on annualized net sales of each product commercialized from our collaboration on a country-by-country basis. No milestones have been reached and no products were sold by the Company through March 31, 2026. NCI License Agreement
In August 2017, the Company entered into a patent license agreement with the National Cancer Institute (the “NCI”), a division of the National Institutes of Health (the “NIH”), pursuant to which the Company received an exclusive, worldwide license to make, use, sell, offer to sell and import products covered by the licensed patents in the field of using certain monoclonal antibodies as monospecific or bispecific antibodies for the treatment of liver cancer (the “NCI License Agreement”). The license agreement was amended in May 2020 and October 2023 and the field of use was narrowed to the development and commercialization of a bispecific antibody for the treatment of GPC-3 expressing liver cancer using a particular moiety for targeting GPC3 and the timeline for development and commercialization was extended. Unless earlier terminated, the Company’s agreement with NCI will expire upon expiration of all licensed patent rights. The Company may also terminate the agreement as to any licenses in any country or territory upon 60 days written notice.
Pursuant to the NCI agreement and amendments, the Company agreed to pay low single-digit royalties based on net sales of licensed products as well as milestone payments of up to $3,995 due upon achievement of clinical and regulatory milestones, and up to $12,000 milestone payments due upon achievement of commercial milestones. No milestones have been reached and no products were sold by the Company through March 31, 2026.
The Company also has to pay the guaranteed annual minimum royalties of $25 starting on the effective date of the agreement (which annual minimum royalties may be credited against the running royalties on net sales of any licensed products or services). During each of the three months ended March 31, 2026 and 2025, the Company incurred $6, in minimum royalty payments, which are included in research and development expenses. As of March 31, 2026 and December 31, 2025, the accrued royalties were $52 and $25, included in accounts payable on the condensed consolidated balance sheets. Under the amendment entered into in March 2020, the Company is also liable for the extension royalties of $225 payable under this agreement which were rescheduled to become due in several installments starting in March 2022. As of both March 31, 2026 and December 31, 2025, the accrued extension royalties were $200, included in accrued expenses and accounts payable in the condensed consolidated balance sheets.
The Company also agreed to reimburse patent costs for all documented out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights. During both the three months ended March 31, 2026 and 2025, the Company did not incur any expenses related to the patent costs reimbursements.
Mabwell License Agreement
In October 2020, the Company entered into an exclusive collaboration and license agreement with Mabwell (the “Mabwell License Agreement”). The agreement was amended in November 2020. Under the Mabwell license agreement, the Company received a non-exclusive, royalty-free research purpose license as well as an exclusive commercial license within certain territories, as defined in the agreement, to Mabwell’s series of anti-SARS-CoV-2 monoclonal antibodies. Under the agreement, the Company is responsible for conducting at its sole expense, research and preclinical, clinical and other developments of any licensed products and bears all development costs and expenses related to obtaining or maintenance of marketing authorizations of licensed products in its territories. Mabwell is obligated, at the Company’s request, to supply the Licensed Antibodies to the Company for clinical trial purpose at costs plus margin as defined in the agreement. The parties agreed to undertake certain joint clinical research and development activities with a portion of the costs contributed by Mabwell. Unless earlier terminated, the Mabwell License Agreement will expire on the occurrence of the last to expire royalty term, which is the later of a) the expiration of the last to expire valid claim of the patent rights and b) ten years from the first commercial sale of such Licensed Product, and determined on jurisdiction-by-jurisdiction basis. Either party may terminate the agreement in the event of any uncured material breach by the other party.
The agreement provides for development milestones of up to $32,500 and annual sales milestone payments of up to $50,000 payable by the Company to Mabwell. The agreement also provides for a profit sharing, with Mabwell sharing 50% of the net profits from the licensed product sales in certain territories as defined in the agreement. The Company will also make tiered royalty payments in the mid to high single digits on net sales of commercial products in the licensed territory. During the three months ended March 31, 2026 and 2025, development activities under the Mabwell collaboration agreement were immaterial to the condensed consolidated financial statements. No milestones have been reached and no products were sold under the Mabwell License Agreement through March 31, 2026.
MSK License Agreement
In March 2017, the Company entered into an exclusive license agreement with Memorial Sloan Kettering Cancer Center (the “MSK License Agreement”), pursuant to which the Company received an exclusive, royalty-bearing, worldwide license under specified patent rights to make, use and sell certain of MSK’s proprietary Her2-huOKT3 bispecific antibodies. The agreement was amended on March 31, 2017, on March 31, 2018, and January 1, 2020. Unless earlier terminated in accordance with its terms, the agreement was to remain in effect on a country-by-country basis until the expiration of the last royalty term in such country as to be determined by the launch of products based on MSK antibodies. On September 19, 2023, MSK License Agreement was terminated by MSK due to the Company’s failure to make the payments for the patent costs reimbursements discussed below.
Under the MSK License Agreement, as amended, the Company agreed to use commercially reasonable efforts to reach certain development and commercialization milestones for such bispecific antibodies within specified territories and timeframes. The Company was committed to pay MSK up to $10,500 in milestone payments upon achieving certain research and development and commercialization events or within a certain number of months of the effective date, up to $30,000 in milestone payments based on net sales, and tiered mid-single-digit percentage royalties based on annualized net sales of each product commercialized from the collaboration with guaranteed annual minimum royalties between $20 and $30 depending on certain development events. During the three months ended March 31, 2026 and 2025, the Company did not incur any minimum royalties or milestone payments under this agreement. As of both March 31, 2026 and December 31, 2025, the accrued minimum royalty and milestone payments were $790, included in accounts payable in the condensed consolidated financial statements.
The Company also agreed to reimburse patent costs for all documented out of pocket costs associated with the preparation, filing, prosecution and maintenance of patent rights in the license territory. During the three months ended March 31, 2026 and 2025, the Company incurred no expenses related to the patent costs reimbursements. As of both March 31, 2026 and December 31, 2025, the liabilities for the patent costs reimbursements were $273, included in accrued expenses and accounts payable in the condensed consolidated financial statements.
As of both March 31, 2026 and December 31, 2025, the accrued liabilities for the unpaid interest on the outstanding minimum royalty and milestone payments due to MSK were $169, included in accrued expenses. The company has ceased accruing further interest as a result of the termination of the MSK License Agreement. See Note 7 for discussion of the June 2023 demand letter. VAZYME License agreement
In April 2021, the Company entered into a License Agreement with VAZYME Biotech Co., Ltd (“VAZYME”) (the “VAZYME License Agreement”), pursuant to which the Company was granted an exclusive, perpetual, royalty-bearing, worldwide license under specified patent rights to research, develop and commercialize VAZYME proprietary anti-SARS-CoV-2 monoclonal antibodies. Unless earlier terminated in accordance with its terms, the agreement remains in effect on a country-by-country basis until the expiration of the last royalty term in such country.
Under the VAZYME License Agreement, the Company agreed to use commercially reasonable efforts to reach certain research and development, and commercialization milestones for such antibodies. The Company also agreed to pay $200 to VAZYME at the effective date of the agreement. The Company is committed to pay VAZYME up to $11,100 in milestone payments upon achieving certain research and development events, up to $70,000 in milestone payments based on annual net sales, and tiered low single-digit percentage royalties based on annualized net sales of each product commercialized from the collaboration. No milestones in the VAZYME License Agreement have been reached through March 31, 2026.
In December 2021, the Company entered into a Cooperation Agreement with Chengdu Bio-Innovate Pharmaceutical Technology Co., Ltd (“Bio-Innovate”) and a three-way sharing agreement with VAZYME and Bio-Innovate (“the Company”, “VAZYME” and “Bio-Innovate”, collectively “all parties”), pursuant to which the Company entrusted Bio-Innovate to perform certain preclinical testing and all parties agreed that VAZYME will ship the agreed antibodies to Bio-Innovate rather than the Company to fulfill the requirements under the VAZYME License Agreement.
For the three months ended March 31, 2026 and 2025, the Company did not incur any expenses related to the VAZYME License Agreement. As of both March 31, 2026 and December 31, 2025, the accrued liabilities under this agreement were $200, included in accounts payable in the condensed consolidated financial statements. |
Commitments and Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Contingencies [Abstract] | |
| Commitments and Contingencies | 7. Commitments and Contingencies
Litigation and other matters
The Company, from time to time, is subject to legal proceedings and claims that arise in the ordinary course of business. Resolution of any such matter could have a material adverse effect on the results of operations and financial condition. The Company considers all claims on a periodic basis and based on known facts assesses whether potential losses are considered reasonably possible, probable and estimable. Based upon this assessment, the Company then evaluates disclosure requirements and whether to accrue for such claims in its consolidated financial statements.
The Company records a provision for contingent liability when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated.
On September 12, 2023, a contract research organization (“CRO”) vendor filed a lawsuit against the Company based on the Company’s failure to make certain installments pursuant to a settlement agreement entered into with this vendor on January 23, 2023. Under the settlement agreement, the Company agreed to pay a total of $1,644 to the vendor, with $600 due 5 business days after the settlement effective date and ten monthly installments, approximately $104 each, starting in February 2023. The Company made the upfront payment and the first four monthly installments for a total of $1,016 but failed to make the monthly installment payments due after May 2023. On January 24, 2024, the Company received endorsement on motion for default judgment which requested the Company to pay approximately $700 to the CRO vendor. During the three months ended March 31, 2026 and 2025, the Company accrued an additional $21 and $21 in interest, respectively, included in interest expense. As of March 31, 2026 and December 31, 2025, the outstanding balance under this settlement agreement was $890 and $869, respectively. These amounts are included in accounts payable and accrued expenses in the condensed consolidated financial statements.
In addition to the lawsuit from a CRO vendor above, the Company accrued $325 as of both March 31, 2026 and December 31, 2025, related to disputed invoices with vendors.
In June 2023, the Company received a notice of breach from MSK followed by a notice of termination in September 2023, pursuant to which MSK demanded payments totaling $1,230 for the services performed under the MSK License Agreement (see Note 6). The corresponding liability is included in accounts payable and accrued expenses in the condensed consolidated financial statements as of both March 31, 2026 and December 31, 2025. The MedImmune License Agreement (see Note 6) provides for a research plan with target dates for an IND application (July 2021) and Phase II commencement (December 2022). These target dates were not met, which gives MedImmune (now AstraZeneca) a termination right. The Company does not expect a material impact on its business if MedImmune/AstraZeneca terminates this agreement. This license was originally entered into in connection with the development of ABP-200, which the Company is no longer developing. The Company believes that it does not need the intellectual property licensed under that agreement for the development and eventual commercialization of ABP-201 or any of its other programs.
On June 17, 2025, the Company received a complaint from a former director asserting that the Company owes the former director a total of $748 for consulting fees, bonuses, and for unpaid promissory note principal and interest. The total principal and interest on the promissory note were $137 and $135, as of March 31, 2026 and December 31, 2025, respectively (see Note 9). In November 2025, the Company made a $140 payment on this claim which was withheld by the court until the case is resolved. The remaining liability of $475 was included in accrued expenses in the condensed consolidated financial statements as of December 31, 2025. On November 10, 2025, the Suffolk Superior Court in Massachusetts issued a preliminary injunction prohibiting the transfer of the Company’s assets outside the ordinary course of business. On April 15, 2026, the Company settled this claim in full for the total amount of approximately $390 (see Note 14). The Company made $390 payment in April 2026 and received $140 funds withheld back in May 2026. As a result, the accrued expense as of March 31, 2026 was adjusted down by $362 to reflect the change in estimated liability related to this claim.
On October 22, 2025, the Company received a demand for payment from Integral Molecular, Inc. in the amount of approximately $182, recorded in accounts payable in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025. The Company is currently in negotiations to settle this claim.
On October 23, 2025, the Company received a demand for payment from Brookline Capital Markets, a division of Arcadia Securities LLC, in the amount of $140, recorded in accounts payable in the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025. The Company is currently in negotiations to settle this claim.
Excise Tax Liability
At the Closing Date, the Company assumed the excise tax liability of $4,330, as adjusted as discussed further below, from ACAB related to the redemptions of shares in 2023 and calculated as 1% of the shares redeemed during fiscal year 2023.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of corporate stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
During the second quarter of 2024, the IRS issued regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company filed the excise tax return in October 2024 and engaged with the IRS in determining a payment plan for the balance. The Company was unable to pay its obligation in full, and, as such, it was subject to additional interest and penalties which were estimated at 8% interest per annum and a 0.5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that was unpaid from November 1, 2024 until paid in full.
In March 2025, the Company received the letter from the Internal Revenue Service of the United States Department of Treasury (the “IRS”), setting up the meeting with the Company to discuss the unsettled tax matters of ACAB and referencing $4,401 amount owed in relation to the 2023 excise taxes, of which $210 was in interest and penalties. Pending further discussions with the IRS, the Company recorded the excess of $1,268 over the Company’s estimate as the additional excise tax liability assumed from ACAB as of December 31, 2024.
On November 24, 2025, the IRS published the rule providing additional clarification on the application of the excise tax to redemptions of stock (the “2025 Rule”). Among other things, the 2025 Rule provided transitional relief for stock issued before August 16, 2022 that was subject to mandatory redemption or a unilateral put option. As ACAB issued the redeemable stock prior to August 16, 2022 and this stock was subject to mandatory repurchase upon certain events outside of ACAB’s control, the Company concluded that the redemptions of ACAB redeemable stock qualified for the transitional relief. As a result, the Company derecognized the $4,401 excise tax liability in the fourth quarter of 2025, since the excise tax liability was no longer considered probable, and included the liability reversal in other income on the consolidated statement of operations at that time.
Merger Earnout
Former holders of the Legacy Abpro common stock and Legacy Abpro preferred stock are eligible to receive up to 483,334 additional shares of the Company’s Common Stock (“Contingent Earnout Shares”) if, within five calendar years after the closing of the Merger, the volume weighted average price of shares of the Company’s Common Stock on Nasdaq, or any other national securities exchange on which the shares of the Company’s Common Stock are then traded (“VWAP”) meets or exceeds three-tier target prices defined in the Merger agreement. merger earnout milestones were achieved through March 31, 2026. |
Forward Purchase Agreement |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Forward Purchase Agreement [Abstract] | |
| Forward Purchase Agreement | 8. Forward Purchase Agreement
On November 7, 2024, ACAB and Legacy Abpro entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement” or “Transaction”) with YA (the “Seller”) to which a maximum of up to 16,667 common stock shares were subject to the Transaction. At the Closing Date, the Seller purchased 3,333 shares from third parties (“Recycled Shares”), pursuant to the pricing date notice dated November 12, 2024, and paid approximately $1,100 (the “Prepayment Amount”) to the redeeming shareholders. Pursuant to the terms of the Forward Purchase Agreement, at the Closing Date, the Company remitted the Prepayment Amount into an escrow account for the benefit of the Seller.
On January 28, 2025, YA elected to effect an Optional Early Termination (as described in the Forward Purchase Agreement) with respect to all 3,333 shares subject to the Forward Purchase Agreement which terminated the agreement as a whole. YA paid the Company the Early Termination Obligation in the aggregate amount of $132.
The Forward Purchase Agreement was accounted for at fair value as an asset in accordance with the guidance in ASC Topic 815 Derivatives and Hedging (“ASC 815”), with subsequent changes in the fair value recorded in profits and losses. The fair value of the Forward Purchase Agreement asset was $132 at the settlement date. The Company recorded the loss on the change in the fair value of $23 in other (expense) income in the condensed consolidated statement of operations for the three months ended March 31, 2025. |
Notes Payable |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Notes Payable [Abstract] | |
| Notes Payable | 9. Notes Payable
Note Payable
In January 2025, the Company entered into an insurance premium financing agreement and borrowed a total principal amount of $553. The note bore an annual interest rate of 7.74% and matured in September 2025. The interest expense on the note amounted to $0 for the three months ended March 31, 2025. The note was paid in full prior to September 30, 2025. Notes Payable – Related Parties
Promissory Note with ABI
On October 18, 2023, the Company entered into a promissory note agreement with Abpro Bio International, Inc. (“ABI”), a significant investor in the Company, to receive up to $6,000. The promissory note accrues interest at a rate of 5% per annum on the principal amount of each installment from the installment funding date until the maturity date and at a rate of 7% per annum after the maturity date if any amounts then remain outstanding. The “Maturity Date” is defined in the agreement as the earlier of (i) eighteen months from the funding date and (ii) the successful closing of the Merger. On August 22, 2024, ACAB entered into the Abpro Bio Subscription Agreement with ABI, pursuant to which ABI purchased 20,749 newly-issued shares of the Company’s common stock, concurrently with the closing of the Merger at a price of $300.00 per share, for an aggregate purchase price of $6,225, of which $4,225 was paid through the conversion of the balance due by the Company to ABI under the promissory note agreement and the remainder of $2,000 in cash. In addition, ABI received an aggregate of 41,498 incentive shares.
As of March 31, 2026 and December 31, 2025, the outstanding principal balances under the promissory notes with ABI was $0. As of both March 31, 2026 and December 31, 2025, accrued interest totaling $191 is included in accrued expenses in the condensed consolidated balance sheets. additional interest is being accrued from the Closing Date through March 31, 2026, as there is no outstanding principal.
Promissory Notes with Executive and Director
On December 29, 2023, Legacy Abpro issued promissory notes to one of its executives and one of its directors, in the principal amount of $176 and $124, respectively, for deferred bonuses. Amounts under the promissory notes plus accrued interest are due and payable on the earlier of (i) the closing of the Merger and (ii) June 29, 2025. These promissory notes accrue interest at 5% per annum until the maturity date and 7% thereafter. At the Closing Date, the Company paid $150 toward these promissory notes. As of both March 31, 2026 and December 31, 2025, $147 of principal was outstanding. Interest expense on these promissory notes totaled $2 for each of the three months ended March 31, 2026 and 2025, respectively, included in interest expense in the condensed consolidated statements of operations. Accrued interest on these promissory notes totaled $24 and $22 as of March 31, 2026 and December 31, 2025, respectively, included in accrued expenses in the condensed consolidated balance sheets. The $124 outstanding note and related accrued interest were settled in full through the settlement of the complaint in April 2026 (see Notes 7 and 14).
On April 18, 2024, the Company entered into a separate promissory note agreement with the same executive to receive, as amended, up to $2,158 in funding. During the year ended December 31, 2024, the Company received $1,997 from the executive under this agreement. These advances accrued interest at 7.5% per annum through the maturity date and at 9.5% per annum after the maturity date if any amounts then remain outstanding. All advances, plus accrued interest, were due and payable on the earlier of (i) the closing of the Merger and (ii) November 20, 2024. At the Closing, the outstanding promissory notes of $1,997 were converted into 20,000 newly issued common stock shares. Accrued interest on these promissory notes totaled $72 as of both March 31, 2026 and December 31, 2025, included in accrued expenses in the condensed consolidated balance sheets. No additional interest is being accrued from the Closing Date through March 31, 2026, as there is no outstanding principal.
On February 7, 2025, the Company issued 28,333 common stock warrants to the executive (the “Executive Warrants”). The Executive Warrants are exercisable at $99.90 per share and expire on February 7, 2035. 14,166 of the Executive Warrants were exercisable on the issuance date, 6,667 warrants became exercisable on the one-year anniversary of the issuance date, and 7,500 warrants will become exercisable on the two-year anniversary of the issuance date. The warrants were fair valued and immediately expensed at the issuance date as an additional interest expense related to the executive’s promissory note. The fair value of the Executive Warrants at the issuance date of $714 was determined using the Black-Scholes option pricing model based on the following assumptions: (a) fair value of common stock of $32.10 per share, (b) expected volatility of 90.00%, (c) dividend yield of 0%, (d) risk-free interest rate of 4.49%, and (e) expected life of 10 years. For the three months ended March 31, 2025, the Company recognized $714 additional interest expense related to the Executive Warrants.
In January 2026, the Company entered into a loan agreement with its Chief Executive Officer and Board of Directors Chairman for an unsecured loan in the principal amount of $147 to fund the premium for the Company’s directors’ and officers’ liability insurance. The loan has a nine-month term from the date of advance and may be prepaid at any time without penalty. No interest accrued on the loan during the first three months following funding; thereafter, the outstanding principal bears interest at a variable rate equal to the three-month Term SOFR plus 2.0% per annum, with any accrued interest payable at maturity or upon earlier repayment. The loan was not secured by any collateral and is not guaranteed by any third party. As of March 31, 2026, the outstanding balance on this loan was $147. |
Standby Equity Purchase Agreement |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Standby Equity Purchase Agreement [Abstract] | |
| Standby Equity Purchase Agreement | 10. Standby Equity Purchase Agreement
Convertible Notes
On October 30, 2024, Legacy Abpro and ACAB entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“YA”).
Subject to the satisfaction of the conditions set forth in the SEPA, YA committed to advance to the Company the aggregate principal amount of up to $5,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes (each a “Convertible Note”). On November 14, 2024, the Company received the first Pre-Paid Advance and entered into a Convertible Note (defined below). The second Pre-Paid Advance was to be in a principal amount of $2,000 and advanced on the later of (i) the second trading day after the initial registration statement filed pursuant to the Registration Rights Agreement (as defined below) becomes effective and (ii) the second trading day after the required shareholder approval to issue shares of the post-combination Company’s common stock in excess of 20% of the Company’s outstanding shares pursuant to Nasdaq Rules (the “Exchange Cap”) has been obtained. At the special meeting of stockholders held on April 8, 2025, the Company obtained stockholder approval for the issuance of shares over the Exchange Cap.
On November 14, 2024 (the “First Convertible Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “First Convertible Note”) with YA for $3,000 and received net proceeds of $2,755, net of the original issuance discount of 8% (the “Convertible Note Discount”).
On June 23, 2025 (the “Second Convertible Note Issuance Date”), pursuant to the SEPA, the Company entered into a Convertible Promissory Note (the “Second Convertible Note”) and together with the First Convertible Note, the “Convertible Notes”) with YA for $2,000 and received net proceeds of $1,840, net of the Convertible Note Discount.
The Convertible Notes had the maturity date of November 13, 2025 (subject to earlier repayments based on Amortization Event described below) and bore interest at a rate of 0% (or 18% upon the occurrence of an uncured Event of Default).
The Convertible Notes were convertible at the option of the holder at any time after the issuance dates based on the conversion price determined as the lower of (i) $345.00 per share of Common Stock (the “Fixed Price”), or (ii) 94% of the lowest daily VWAP during the 5 consecutive trading days immediately preceding the conversion date (the “Variable Price”), but which Variable Price could not be lower than the Floor Price then in effect (the “Conversion Feature”). The Floor Price at the First Issuance Date was $34.62 per share calculated as 20% of the closing price of the Company’s stock on November 12, 2024. The Floor Price was adjusted downward to $5.70 per share on February 12, 2025 when the initial registration statement was declared effective by the SEC. On April 29, 2025, in accordance with the terms of the Convertible Promissory Note, the Company reduced the Floor Price down to $4.50 per share. The conversion was subject to the limitations including beneficial ownership limitation, principal market limitation and monthly conversion limits. If the Company, at any time while the Convertible Notes were outstanding, were to issue any shares of Common Stock (other than pursuant to the SEPA) for no consideration or for a price per share that is lower than the Fixed Price then in effect, the Fixed Price would have been reduced to equal the lowest price per share of such issuances.
On April 20, 2025, the Company entered into an amendment to SEPA with YA, pursuant to which, the definition of the conversion price was amended to state that the Fixed Price should be adjusted (downwards only) to equal the VWAP of the Common Shares over the three (3) Trading Days immediately preceding the 20th Trading Day following the Issuance Date if such price is lower than the initial Fixed Price. As a result, at the amendment date, the Fixed Price was reset down to $50.40 per share.
The Convertible Notes were redeemable at the option of the Company if the volume-weighted-average price (“VWAP”) of the Company’s Common Stock was less than $345.00 which may be adjusted downward upon payment of stock dividend, stock split or reclassification, or if the Company issued common stock for no consideration or at a price lower than the then-effective Fixed Price. Under the terms of the Convertible Notes, the Amortization Event was to occur if (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (a “Floor Price Event”), (ii) unless the Company has obtained the approval from its stockholders for the issuance of shares pursuant to the transactions contemplated in the SEPA in excess of the Exchange Cap, the Company has issued in excess of 99% of the Common Shares available under the Exchange Cap (an “Exchange Cap Event”), or (iii) any time after the Effectiveness Deadline (as defined in the Registration Rights Agreement entered into in relation to the SEPA), YA was unable to utilize a Registration Statement to resell Underlying Shares for a period of 10 consecutive trading days (a “Registration Event”). If at any time after the Issuance Date, and from time to time thereafter, an Amortization Event was to occur, then the Company had to make monthly payments beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive month. Each monthly payment had to be in an amount equal to the sum of (i) $1,250 of principal in the aggregate among the Convertible Notes (or the outstanding principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the payment premium equal to 5% of the Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to an Amortization Event was to be cease (with respect to any payment that has not yet come due) if any time after the Amortization Date (A) in the event of a Floor Price Event, on the date that was the 7th consecutive trading day that the daily VWAP was greater than the Floor Price then in effect, or the date that the Company reduces the Floor Price in accordance with the terms of this Note, (B) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder was able to resell the Common Shares issuable upon conversion of this Note without limitations in accordance with Rule 144 under the Securities Act, or (C) in the event of an Exchange Cap Event, the date the Company has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applied, unless a subsequent Amortization Event occurs. No Amortization Events occurred from the Note Issuance Dates through the date the Convertible Notes were converted into common stock shares as discussed below.
It was determined, in accordance with ASC 815, that the Conversion Feature was required to be bifurcated due to the adjustments to the settlement amount of this embedded feature that are not inputs to the fair value measurement of a fixed-for-fixed forward or option on equity shares, and should be recorded as a liability (the “Embedded Derivative Liability”) at fair value with a corresponding amount recorded as a discount on the Convertible Notes. The Embedded Derivative Liability was marked to market at each reporting period end with any changes recorded in other income or expense. The fair value of the Embedded Derivative Liability associated with the First Convertible Note was estimated at $69 at the issuance date based on the difference between the fair value of the convertible note with these embedded features and the fair value without each one of these embedded features. The fair value of the Embedded Derivative Liability associated with the Second Convertible Note was estimated at $93 at the issuance date.
The total discount resulting from the Convertible Note Discount and the bifurcation of the Embedded Derivative Liability at the issuance dates was amortized over the terms of the Convertible Notes through non-cash interest expense using the effective interest method. The non-cash interest expense related to the discount amortization was $0 and $76 for the three months ended March 31, 2026 and 2025, respectively, and was included in interest expense in the condensed consolidated statements of operations.
SEPA Put Rights
Under the terms of the SEPA, starting at the Closing Date, the Company has the right, but not the obligation (“SEPA Put Rights”), to issue shares of its common stock to YA (“Advance Shares”, and such issuance and sale, an “Advance”) and YA shall subscribe for and purchase from the Company such Advance Shares, through written notice by the Company to YA (“Advance Notice”), provided (i) no balance is outstanding under a Convertible Note, or (ii) if there is a balance outstanding under a Convertible Note, an Amortization Event (as defined above), has occurred in accordance with and subject to the terms of the SEPA. The SEPA contemplates purchase by YA of up to $50,000 in aggregate gross purchase price for newly issued shares of the Company’s common stock. If any amount remains outstanding under a Convertible Note, without the prior written consent of YA, the Company may only (other than with respect to a deemed Advance Notice pursuant to an Investor Notice (described below)) submit an Advance Notice (A) if an Amortization Event has occurred and the obligation of the Company to make monthly prepayments under the Convertible Note has not ceased, and (B) YA pays the aggregate purchase price owed by the Company from such Advance by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Convertible Note. Any such sales were subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock, or any shares that, aggregated with any related transaction, would exceed 19.9% of all shares of common stock outstanding on the date of the SEPA unless shareholder approval was obtained allowing for issuances in excess of such amount. For as long as there was an outstanding balance under a Convertible Note, YA had the right, but not the obligation, by delivery to the Company of Investor Notices (as defined in the SEPA), to cause an Advance Notice to be deemed delivered by YA, which triggers the issuance and sale of Advance Shares to YA, subject to terms and conditions as specified in the SEPA.
The purchase price for the Advance Shares is the price per Advance Share obtained by multiplying the Company’s stock price (i) by 96% in respect of an Advance Notice delivered by the Company with an Option 1 Pricing Period (defined by reference to VWAP on the trading day the Advance Notice is submitted), (ii) 97% in respect of an Advance Notice with an Option 2 Pricing Period (defined by reference to the lowest daily VWAP on consecutive trading days commencing on the Advance Notice Date), or (iii) in the case of any Advance Notice delivered pursuant to an Investor Notice, equal to the Conversion Price (as defined in the Convertible Note).
The Company accounted for the SEPA Put Rights as an asset at fair value in accordance with the guidance in ASC 815, due to the adjustments to the settlement amount of this derivative instrument that are not inputs to the fair value measurement of a fixed-for-fixed forward or option on equity shares.
In January and February 2026, the Company issued 3,162,785 shares of common stock with the aggregate gross purchase price of $7,264 under Advance Notices to YA in accordance with the terms of the SEPA. The Company incurred $508 of issuance costs associated with these Advances.
As a result of the written notification received from the Nasdaq Panel on February 18, 2026 (see Note 1), the trading of the Company’s common stock was suspended at the open of trading on NASDAQ on February 23, 2026 and as a result, the Company is unable to comply with the registration and listing requirements to raise capital under the SEPA. As a result, as of March 31, 2026, the fair value of SEPA put rights asset was deemed de minimis. The fair value of the SEPA Put Rights was $96 as of December 31, 2025. |
Stockholders’ Equity |
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| Stockholders’ Equity | 11. Stockholders’ Equity
Common and Preferred Stock
The Company’s Amended and Restated Certificate of Incorporation provides the Company’s board of directors with the authority to issue up to 1,000,000 shares of $0.0001 par value preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, by adopting a resolution and filing a certification of designations. Voting powers, designations, powers, preferences and relative, participating, optional, special and other rights shall be stated and expressed in such resolutions. There were zero preferred shares outstanding as of March 31, 2026 and December 31, 2025.
Warrants
As of March 31, 2026 and December 31, 2025, there were 500,000 outstanding public warrants (“Public Warrants”). The Public Warrants have the exercise price of $114.90 per share and became exercisable 12 months from the closing of ACAB’s Initial Public Offering, which closed on January 19, 2022, and will expire five years from the Closing Date.
The Company will not be obligated to deliver any common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company may redeem the Public Warrants:
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
As of March 2026 and December 31, 2025, there were 461,667 warrants held by ACAB (“Private Warrants”). The Private Warrants are identical to the Public Warrants, except that the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
On February 7, 2025, the Company issued 28,333 Executive Warrants (see Note 9).
The following presents information about warrants to purchase common stock outstanding as of March 31, 2026:
No warrants were exercised during the three months ended March 31, 2026 or 2025. |
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Share-Based Compensation |
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| Share-Based Compensation | 12. Share-Based Compensation
2024 Equity Incentive Plan
The Company’s 2024 Equity Incentive Plan (the “2024 Plan”) became effective at the Closing Date. As of March 31, 2026, 297,319 shares of common stock were available for issuance under the 2024 Plan. The initial number of shares authorized for issuance under the 2024 Plan was 208,026. The 2024 Plan provides that on January 1 of each year commencing January 1, 2026 and ending on December 31, 2034, the 2024 Plan reserve will automatically increase in an amount equal to the lesser of (a) 5% of the number of shares of the Company’s common stock outstanding on December 31 of the preceding year and (b) a number of shares of common stock determined by the Company’s board of directors. As a result, the number of shares authorized for issuance under the 2024 Plan increased by 136,663 on January 1, 2026.
Under the 2024 Plan, the Company can grant non-statutory stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), unrestricted stock, performance awards and other forms of awards to eligible employees and nonemployees. 2014 Stock Incentive Plan
The 2014 Stock Incentive Plan (the “2014 Plan”) of Legacy Abpro expired as of the Closing Date, in accordance with its original terms. As a result of the expiration, no further awards may be granted under the 2014 Plan. As of March 31, 2026, there were 184,141 options outstanding under the 2014 Plan. Stock options granted to employees and directors typically vest over four years. Stock options granted to non-employees typically vest immediately at the grant date. The maximum contractual term of the stock options is ten years.
The Company granted restricted stock units (“RSUs”) to various employees and directors under the 2014 Plan. These RSUs cliff vested on the first anniversary of the grant date.
Stock Options
The summary of the Company’s stock option activity is as follows:
Restricted Stock Units
The summary of the Company’s restricted stock unit activity is as follows:
As of March 31, 2026, 6,808 RSUs were vested in accordance with their terms, but the shares of common stock were not issued to the holders.
On October 22, 2024, the Company’s board of directors authorized the issuance of 20,449 RSUs to the Company’s employees and a Board member, however no awards were issued until the fourth quarter of 2025. The Company expensed the fair value of the authorized RSU on a straight-line basis over their vesting period. In December 2025, the Company issued the RSUs to these employees with different terms. The issuance of the RSUs was accounted for as a modification with $396 RSU liability accrued through the issuance date reclassified into additional paid-in capital. As the fair value of the awards issued was less than the fair value of the promised awards, the Company continued to recognize share-based compensation based on the grant date fair value in accordance with ASC 718-20-35-3(b), which states that total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date. For the three months ended March 31, 2026 and 2025, the Company recorded $245 and $204, respectively, in share-based compensation expense related to these authorized awards. Share-Based Compensation Expense
The summary of the recorded share-based compensation expense is as follows:
As of March 31, 2026, there was no unrecognized compensation cost related to stock option awards. As of March 31, 2026, there was approximately $2,091 of unrecognized compensation cost related to unvested restricted stock awards that are expected to be recognized over a weighted-average period of 1.4 years. |
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Related Parties |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Parties [Abstract] | |
| Related Parties | 13. Related Parties
The Company has certain promissory notes outstanding with executives and directors as of March 31, 2026 and December 31, 2025. See Note 9.
On January 15, 2020, Legacy Abpro entered into an agreement for various consulting services, as defined in the agreement, with a former director of Legacy Abpro. On January 1, 2023, the Company entered into a new consulting agreement with the same director, which superseded the agreement dated in January 2020. The agreement was terminated during the year ended December 31, 2024. In the fourth quarter of 2025, the Company made a $140 payment on this claim. As of both March 31, 2026 and December 31, 2025, the unpaid amounts were $47. The outstanding balance under this agreement was fully settled in April 2026. See Note 7 for the details of the complaint from the former director.
On December 1, 2021, Legacy Abpro entered into a consulting agreement with a member of the Company’s Board of Directors. Under the agreement, Legacy Abpro is obligated to pay fees for various consulting services, as defined in the agreement. This agreement was terminated in May 2022. The Company did not incur any expenses under this agreement during the years ended December 31, 2025 and 2024. As of March 31, 2026 and December 31, 2025, the unpaid amounts were $0 and $8, respectively.
On March 13, 2023, the Company’s Former CEO, upon the approval of the Company’s Board of Directors, transferred $5,000 from the Company’s bank account at First Republic Bank to his personal bank account as an emergency response to the collapse of First Republic Bank. This amount was recorded as a receivable from related party as of March 31, 2023. The full amount of $5,000 plus accrued interest of $18 was returned to the Company on May 3, 2023, and the remaining balance of accrued interest was $3 as of March 31, 2026 and December 31, 2025.
On July 20, 2025, the Company entered into a consulting agreement with the Company’s CEO (the “CEO Consulting Agreement”). In connection with the CEO Consulting Agreement, the Company issued 16,667 RSUs, which vest in three equal installments on March 3, 2026, March 3, 2027, and March 3, 2028 and provides for an annual compensation of $300,000. The term of the CEO Consulting Agreement commenced on March 3, 2025, the date the Company’s board of directors appointed the CEO, and shall remain in full force and effect until terminated by mutual written agreement between the Company and the CEO, or by sixty days’ prior written notice by either party. Under the terms of the CEO Consulting Agreement, the Company is obligated to make the payment equal to three times the fair market value of the CEO’s equity interests in the Company, if within 12 months of a change of control event (as defined in the CEO Consulting Agreement), the CEO is involuntarily terminated without cause or resigns for good reason. The unpaid amounts owed under the CEO Consulting agreement were $0 and $175 as of March 31, 2026 and December 31, 2025, respectively. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 14. Subsequent Events
On June 17, 2025, the Company received a complaint from a former director asserting that the Company owes the former director a total of $748 for consulting fees, bonuses, and for unpaid promissory note principal and interest (see Notes 7 and 9). On April 15, 2026, the Company settled this claim for the full release of obligations under the promissory note of $137 and liabilities for consulting fees and bonuses of $475 of $612 for the total amount of approximately $390, paid on April 28, 2026.
On April 29, 2026, the Company settled the outstanding payable balance of $719 for $500 with Nelson Mullins pursuant to the settlement agreement executed on April 28, 2026. |
Insider Trading Arrangements |
3 Months Ended |
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Mar. 31, 2026 | |
| 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 |
Accounting Policies, by Policy (Policies) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying unaudited condensed consolidated financial statements include all of the accounts of the Company and its subsidiaries, Abpro Corporation and AbMed Corporation (“AbMed”). All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation, including the reclassification of amounts in the balance sheet for prepaid expenses and other current assets and notes payable with respect to the insurance premium financing agreement (see Note 9), with no material impact on the condensed consolidated financial statements. |
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| Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include share-based compensation expense, fair value of warrants, pre-clinical and clinical accrued expenses, valuation and realizability of deferred tax assets and the ability to continue as a going concern. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. |
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| Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying interim condensed consolidated financial statements and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or any other period. The December 31, 2025 year-end condensed consolidated balance sheet was derived from audited annual financial statements but does not include all disclosures from the annual financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and the related notes included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2026 (the “Annual Report”), which provides a more complete discussion of the Company’s accounting policies and certain other information. There have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report. |
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| Segment Reporting | Segment Reporting ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business entities report information about operating segments in their annual consolidated financial statements and requires that those entities report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. In accordance with ASC 280, the Company has determined that it operates as a single reportable segment, which is the business of development of novel antibodies, primarily in the areas of immuno-oncology, ophthalmology and infectious disease. The financial results of the Company’s operations are managed and reported to the , who is considered the Company’s CODM, on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. The Chief Executive Officer uses operating losses and cash flows from operating activities to evaluate performance of the operating segment assets in deciding how to allocate the cash resources. Significant expenses presented to the CODM include research and development expenses, general and administrative expenses, and interest expenses, which are each separately presented on the Company’s condensed consolidated statements of operations. |
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| Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock shares outstanding during the period without consideration of potentially dilutive common stock. Diluted net loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless the inclusion of such shares would be anti-dilutive. As the Company has incurred losses for the three months ended March 31, 2026 and 2025, basic and diluted net losses per share are the same for all periods presented. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:
|
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| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s financial statements. |
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Summary of Significant Accounting Policies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Diluted Net Loss Per Share | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock attributable to common stockholders, because their effect was anti-dilutive:
|
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Accrued Expenses (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accrued Expenses | Accrued expenses consisted of the following:
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Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Company’s Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company’s utilized to determine such fair value:
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| Schedule of Black Scholes Model | As a result, as of March 31, 2026, the fair value of SEPA put rights asset was deemed de minimis. As of December 31, 2025, the fair value
of the put rights under each advance notice was estimated using the Black Scholes model, incorporating the following assumptions:
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| Schedule of Changes in the Fair Value of Level 3 Financial Assets and Liabilities | The changes in the fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 are as follows:
|
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Stockholders’ Equity (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||
| Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||
| Stockholders’ Equity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Warrants to Purchase Common Stock Outstanding | The following presents information about warrants to purchase common stock outstanding as of March 31, 2026:
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Share-Based Compensation (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Company’s Stock Option Activity | The summary of the Company’s stock option activity is as follows:
|
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| Schedule of Company’s Restricted Stock Unit Activity | The summary of the Company’s restricted stock unit activity is as follows:
|
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| Schedule of Recorded Stock-Based Compensation Expense | The summary of the recorded share-based compensation expense is as follows:
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Summary of Significant Accounting Policies (Details) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Summary of Significant Accounting Policies [Line Items] | |
| Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] | Chief Executive Officer |
| CODM, description | The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations, and key components and processes of the Company’s operations are managed centrally. Segment asset information is not used by the CODM to allocate resources. The Chief Executive Officer uses operating losses and cash flows from operating activities to evaluate performance of the operating segment assets in deciding how to allocate the cash resources. Significant expenses presented to the CODM include research and development expenses, general and administrative expenses, and interest expenses, which are each separately presented on the Company’s condensed consolidated statements of operations. |
Summary of Significant Accounting Policies - Schedule of Diluted Net Loss Per Share (Details) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Schedule of Diluted Net Loss Per Share [Line Items] | ||
| Dilutive shares | 1,206,724 | 1,748,258 |
| Warrants [Member] | ||
| Schedule of Diluted Net Loss Per Share [Line Items] | ||
| Dilutive shares | 990,000 | 990,000 |
| Stock options [Member] | ||
| Schedule of Diluted Net Loss Per Share [Line Items] | ||
| Dilutive shares | 192,221 | 231,758 |
| Convertible notes [Member] | ||
| Schedule of Diluted Net Loss Per Share [Line Items] | ||
| Dilutive shares | 526,316 | |
| Unvested restricted stock units [Member] | ||
| Schedule of Diluted Net Loss Per Share [Line Items] | ||
| Dilutive shares | 24,503 | 185 |
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Accrued Expenses [Abstract] | ||
| Accrued salaries and wages | $ 928 | $ 1,114 |
| Accrued professional fees | 1,054 | 1,154 |
| Accrued issuance costs | 585 | 77 |
| Accrued interest | 277 | 275 |
| BOD compensation | 305 | 191 |
| Other accrued expenses | 722 | 1,064 |
| Total accrued expenses | $ 3,871 | $ 3,875 |
Fair Value Measurements - Schedule of Company’s Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Level 3 [Member] | SEPA put rights asset [Member] | ||
| Schedule of Company’s Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
| Fair value measured assets | $ 155 |
Fair Value Measurements - Schedule of Changes in the Fair Value of Level 3 Financial Assets and Liabilities (Details) - Forward Purchase Agreement asset [Member] $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
USD ($)
| |
| Schedule of Changes in the Fair Value of Level 3 Financial Assets and Liabilities [Line Items] | |
| Fair value as of January 1, 2026 | $ 96 |
| Change in fair value | (96) |
| Fair value as of March 31, 2026 | $ 0 |
Forward Purchase Agreement (Details) - USD ($) $ in Thousands |
3 Months Ended | ||||
|---|---|---|---|---|---|
Jan. 28, 2025 |
Nov. 07, 2024 |
Mar. 31, 2025 |
Mar. 31, 2026 |
Nov. 12, 2024 |
|
| Forward Purchase Agreement [Line Items] | |||||
| Maximum up to common stock shares (in Shares) | 16,667 | ||||
| Seller purchased shares from third parties (in Shares) | 3,333 | ||||
| Prepayment amount | $ 1,100 | ||||
| Asset fair value | $ 132 | ||||
| Derivative change in fair value | $ 23 | ||||
| Early Termination [Member] | |||||
| Forward Purchase Agreement [Line Items] | |||||
| Seller purchased shares from third parties (in Shares) | 3,333 | ||||
| Termination obligation aggregate amount | $ 132 |
Stockholders’ Equity - Schedule of Warrants to Purchase Common Stock Outstanding (Details) - Warrants To Purchase Common Stock Outstanding [Member] |
Mar. 31, 2026
$ / shares
shares
|
|---|---|
| Schedule of Warrants to Purchase Common Stock Outstanding [Line Items] | |
| Warrants, Shares | shares | 990,000 |
| Warrants, Weighted-Average Exercise Price | $ / shares | $ 114.6 |
| Warrants, Average Remaining Contractual Life | 3 years 9 months 18 days |
Share-Based Compensation - Schedule of Company’s Restricted Stock Unit Activity (Details) - Restricted Stock Unit Activity [Member] - $ / shares |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2026 |
Dec. 31, 2025 |
|
| Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
| Number of shares, Unvested | 31,169 | |
| Weighted-average grant date fair value, Unvested | $ 7.78 | |
| Weighted-average remaining vesting period, Unvested | 1 year 6 months | 1 year 4 months 24 days |
| Number of shares, Granted | ||
| Weighted-average grant date fair value, Granted | ||
| Weighted- Average Remaining Vesting Period, Granted | ||
| Number of shares, Vested | (6,666) | |
| Weighted-average grant date fair value, Vested | $ 8.85 | |
| Weighted- Average Remaining Vesting Period, Vested | ||
| Number of shares, Forfeited | ||
| Weighted-average grant date fair value, Forfeited | ||
| Weighted- Average Remaining Vesting Period, Forfeited | ||
| Number of shares, Unvested | 24,503 | |
| Weighted-average grant date fair value, Unvested | $ 7.49 |
Share-Based Compensation - Schedule of Recorded Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Schedule of Recorded Stock-Based Compensation Expense [Line Items] | ||
| Total stock-based compensation | $ 302 | $ 512 |
| Research and development [Member] | ||
| Schedule of Recorded Stock-Based Compensation Expense [Line Items] | ||
| Total stock-based compensation | 10 | |
| General and administrative [Member] | ||
| Schedule of Recorded Stock-Based Compensation Expense [Line Items] | ||
| Total stock-based compensation | $ 302 | $ 502 |
Related Parties (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
Jul. 20, 2025 |
May 03, 2023 |
Mar. 13, 2023 |
Mar. 31, 2026 |
Dec. 31, 2025 |
Mar. 03, 2028 |
Mar. 03, 2027 |
Mar. 03, 2026 |
|
| Related Parties [Line Items] | ||||||||
| Unpaid amounts | $ 5,000 | $ 47 | ||||||
| Annual compensation | $ 300,000 | |||||||
| Forecast [Member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Annual compensation | $ 300,000 | $ 300,000 | ||||||
| Directors [member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Unpaid amounts | $ 140 | |||||||
| Board of Directors [Member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Unpaid amounts | $ 5,000 | 0 | 8 | |||||
| Accrued interest | $ 18 | |||||||
| Restricted Stock Units (RSUs) [Member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Share issue (in Shares) | 16,667 | |||||||
| Related Party [Member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Accrued interest | 3 | 3 | ||||||
| CEO Consulting Agreement [Member] | ||||||||
| Related Parties [Line Items] | ||||||||
| Unpaid amount | $ 0 | $ 175 |
Subsequent Events (Details) - USD ($) $ in Thousands |
1 Months Ended | |||
|---|---|---|---|---|
Apr. 29, 2026 |
Apr. 15, 2026 |
Jun. 17, 2025 |
Nov. 30, 2025 |
|
| Subsequent Events [Line Items] | ||||
| Consulting fees | $ 748 | |||
| Bonuses | $ 612 | |||
| Outstanding payable | $ 500 | |||
| Subsequent Event [Member] | ||||
| Subsequent Events [Line Items] | ||||
| Consulting fees | 475 | |||
| Promissory notes | 137 | |||
| Payment of settlement amount | $ 390 | |||
| Director [Member] | ||||
| Subsequent Events [Line Items] | ||||
| Payment fees | $ 719 | $ 140 |