XML 27 R20.htm IDEA: XBRL DOCUMENT v3.26.3
Related Parties
9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

Note 11. Related Parties

Lilly

Lilly held more than 10% of the Company’s outstanding capital stock as of December 31, 2025 and September 30, 2026. In addition, Julie Gilmore, a member of the Company’s Board of Directors, is an employee of Lilly.

In March 2025, Lilly purchased 2,930,404 shares of Series B redeemable convertible preferred stock at an issuance price of $3.0897 per share, for an aggregate purchase price of approximately $9.1 million, in connection with the second tranche of the Series B financing. In January 2026, Lilly purchased 2,237,940 shares of Series B redeemable convertible preferred stock at an issuance price of $3.0897 per share, for an aggregate purchase price of approximately $6.9 million, in connection with the Series B Extension.

As of December 31, 2025, Lilly held 7,700,000 shares of Series A-2 redeemable convertible preferred stock, 2,002,487 shares of Series A-3 redeemable convertible preferred stock and 5,860,808 shares of Series B redeemable convertible preferred stock. As of September 30, 2026, Lilly held 7,700,000 shares of Series A-2 redeemable convertible preferred stock, 2,002,487 shares of Series A-3 redeemable convertible preferred stock and 8,098,748 shares of Series B redeemable convertible preferred stock, including 2,237,940 shares purchased in January 2026.

In July 2025, the Company entered into a Master Management Services Agreement with Lilly (the “Lilly Services Agreement”), pursuant to which Lilly provides preclinical research and development services in support of the Company’s research projects. The Company incurred expense of approximately $0.2 million under the Lilly Services Agreement for each of the three and nine months ended September 30, 2026, and did not incur any expense under the Lilly Services Agreement for the three and nine months ended September 30, 2025.

Additionally, the Company and Lilly entered into the Lilly Collaboration Agreement in January 2023, which was amended in June 2026 (see Note 6). The Company also leased certain laboratory and office space from Lilly under a lease agreement that expired in August 2026 (see Note 5).

Johnson & Johnson Innovation

Johnson & Johnson Innovation – JJDC, Inc. (“Johnson & Johnson Innovation”) held more than 5% of the Company’s outstanding capital stock as of December 31, 2025 and September 30, 2026. In addition, an affiliate of Johnson & Johnson Innovation was party to a collaboration agreement with the Company until October 2025, as described below.

In March 2025, Johnson & Johnson Innovation purchased 802,299 shares of Series B redeemable convertible preferred stock at a price of $3.0897 per share for an aggregate purchase price of approximately $2.5 million in connection with the second tranche of the Series B financing. In January 2026, Johnson & Johnson Innovation purchased 612,713 shares of Series B redeemable convertible preferred stock at a price of $3.0897 per share for an aggregate purchase price of approximately $1.9 million in connection with the Series B Extension.

As of December 31, 2025, Johnson & Johnson Innovation held 2,656,391 shares of Series A-3 redeemable convertible preferred stock and 1,604,598 shares of Series B redeemable convertible preferred stock. As of September 30, 2026, Johnson & Johnson Innovation held 2,656,391 shares of Series A-3 redeemable convertible preferred stock and 2,217,311 shares of Series B redeemable convertible preferred stock, including the 612,713 shares purchased in January 2026.

The Company was also a party to a Collaboration and License Agreement, dated as of December 28, 2021 (the “Janssen Agreement”), with Janssen Pharmaceutica NV (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson & Johnson and an affiliate of Johnson & Johnson Innovation. The Janssen Agreement was terminated in October 2025, and the Company did not recognize any revenue under it during the three and nine months ended September 30, 2026 and 2025.

Alexandria Real Estate Equities, Inc.

Joel S. Marcus, a member of the Company’s Board of Directors, serves as Executive Chairman of Alexandria. In addition, Alexandria Venture Investments, LLC (“Alexandria Venture Investments”), an affiliate of Alexandria, held more than 5% of the Company’s outstanding capital stock as of September 30, 2026.

In March 2025, Alexandria Venture Investments purchased 1,456,452 shares of Series B redeemable convertible preferred stock at a price of $3.0897 per share for aggregate proceeds of approximately $4.5 million in connection with the second tranche of the Series B financing. In January 2026, Alexandria Venture Investments purchased 567,483 shares of Series B redeemable convertible preferred stock at a price of $3.0897 per share for aggregate proceeds of approximately $1.8 million in connection with the Series B Extension.

As of December 31, 2025, Alexandria Venture Investments held 1,033,541 shares of Series A-3 redeemable convertible preferred stock and 2,912,904 shares of Series B redeemable convertible preferred stock. As of September 30, 2026, Alexandria Venture Investments held 1,033,541 shares of Series A-3 redeemable convertible preferred stock and 3,480,387 shares of Series B redeemable convertible preferred stock, including the 567,483 shares purchased in January 2026.

In April 2026, the Company entered into the ARE Lease with ARE-San Francisco No. 46, LLC, an affiliate of Alexandria, for laboratory and office space in South San Francisco, California. The ARE Lease commenced in August 2026, has an initial term of 27 months expiring in November 2028, and provides for total fixed lease payments of approximately $3.3 million over the initial term (see Note 5). During the nine months ended September 30, 2026, the Company paid approximately $0.2 million of rent in advance of lease commencement under the ARE Lease, which was included in the initial measurement of the operating lease right-of-use asset. The Company recognized lease expense of approximately $0.2 million under the ARE Lease for the three and nine months ended September 30, 2026.