0001493152-26-012801 | 10-K | XBRL Viewer

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Commitments (Details Narrative) $ in Thousands		1 Months Ended	12 Months Ended
Commitments (Details Narrative) $ in Thousands	Oct. 18, 2023 shares	Nov. 30, 2025 USD ($) ft²	Dec. 31, 2025 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Square feet \| ft²		19,594
Lease option to extend		The lease term will commence on April 1, 2026 and is 62 months with two options to extend the lease term for five years each. The Company also has a one-time option to terminate the lease at the end of the third year, provided certain conditions are met.
Lease description		The initial annual lease payment is $0.3 million and increases by 3.5% on an annual basis, resulting in total undiscounted future minimum lease payments of $1.5 million over the initial 62-month term.
Initial annual lease payment		$ 300
Undiscounted future minimum lease		$ 1,500	$ 20
Lease term		62 months
Non-cancelable contractual commitment			$ 5,500
Registration rights			the Company is required to make pro rata payments to each holder as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Securities Purchase Agreement by such investor for each 30-day period or pro rata for any portion thereof during which such event continues, provided that the maximum liquidated damages shall not exceed 6.0% of the aggregate amount invested by each such holder in the registrable securities.
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock shares to Pfizer pursuant to an Equity Grant Agreement \| shares	5,747,787

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025 shares
Insider Trading Arrangements [Line Items]
Material Terms of Trading Arrangement	On December 8, 2025, Oncology Diagnostic & Drug Development Consulting LLC, an entity controlled by Richard E. Buller, adopted a 10b5-1 plan for the sale of up to 12,000 shares of Celcuity Inc. common stock beginning March 18, 2026 through December 23, 2026.
Name	Richard E. Buller
Rule 10b51 Arrangement Adopted	true
Adoption Date	December 8, 2025
Rule 10b51 Arrangement Adopted	false
Rule 10b51 Arrangement Adopted	false
Expiration Date	December 23, 2026
Aggregate Available	12,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (177,042)	$ (111,779)

- Definition

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

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+ Details

Schedule of Common Stock Warrants (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding	6,422,560
Warrant One [Member]
Class of Warrant or Right [Line Items]
Issue Date	Jan. 21, 2016
Expiration Date	Jan. 14, 2026
Number of Warrants Outstanding	28,716
Exercise Price \| $ / shares	$ 7.56
Offering	Private placement offering – issued to placement agent
Warrant Two [Member]
Class of Warrant or Right [Line Items]
Issue Date	May 02, 2016
Expiration Date	May 02, 2026
Number of Warrants Outstanding	18,175
Exercise Price \| $ / shares	$ 7.56
Offering	Private placement offering – issued to placement agent
Warrant Three [Member]
Class of Warrant or Right [Line Items]
Issue Date	Apr. 28, 2017
Expiration Date	Apr. 28, 2027
Number of Warrants Outstanding	32,458
Exercise Price \| $ / shares	$ 8.42
Offering	Private placement offering – issued to placement agent
Warrant Four [Member]
Class of Warrant or Right [Line Items]
Issue Date	May 17, 2017
Expiration Date	May 17, 2027
Number of Warrants Outstanding	14,969
Exercise Price \| $ / shares	$ 8.42
Offering	Private placement offering – issued to placement agent
Warrant Five [Member]
Class of Warrant or Right [Line Items]
Issue Date	Apr. 08, 2021
Expiration Date	Apr. 08, 2031
Number of Warrants Outstanding	26,042
Exercise Price \| $ / shares	$ 14.40
Offering	Debt financing – issued to lender
Warrant Six [Member]
Class of Warrant or Right [Line Items]
Issue Date	May 30, 2024
Expiration Date	May 30, 2034
Number of Warrants Outstanding	84,227
Exercise Price \| $ / shares	$ 14.84
Offering	Debt financing – issued to lender
Warrant Seven [Member]
Class of Warrant or Right [Line Items]
Issue Date	May 30, 2024
Expiration Date	May 30, 2034
Number of Warrants Outstanding	19,649
Exercise Price \| $ / shares	$ 14.84
Offering	Debt financing – issued to lender
Warrant Eight [Member]
Class of Warrant or Right [Line Items]
Issue Date	Sep. 09, 2025
Expiration Date	Sep. 09, 2035
Number of Warrants Outstanding	25,269
Exercise Price \| $ / shares	$ 14.84
Offering	Debt financing – issued to lender
Warrant Nine [Member]
Class of Warrant or Right [Line Items]
Issue Date	Sep. 09, 2025
Expiration Date	Sep. 09, 2035
Number of Warrants Outstanding	25,268
Exercise Price \| $ / shares	$ 14.84
Offering	Debt financing – issued to lender
Warrant Ten [Member]
Class of Warrant or Right [Line Items]
Issue Date	Oct. 18, 2023
Number of Warrants Outstanding	5,747,787
Exercise Price \| $ / shares	$ 0.001
Offering	Private placement offering – issued to investors
Warrant Eleven [Member]
Class of Warrant or Right [Line Items]
Issue Date	Jul. 31, 2025
Number of Warrants Outstanding	400,000
Exercise Price \| $ / shares	$ 0.001
Offering	Equity offering – issued to underwriters

Investments

12 Months Ended

Dec. 31, 2025

Investments, All Other Investments [Abstract]

Investments

4. Investments

Debt investments for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at historical cost adjusted for amortization of premiums and accretion of discounts. Expected credit losses, if any, are recorded through the establishment of an allowance for credit losses. All of the Company’s held-to-maturity investments are U.S. treasury securities that are guaranteed or otherwise supported by the United States government and have no history of credit losses. Accordingly, the Company does not expect to incur any credit losses on held-to-maturity investments and has no allowance for credit losses recorded for these investments. As of December 31, 2025, all of the Company’s held-to-maturity investments had maturities of one year or less.

The following tables summarize the Company’s held-to-maturity investments (in thousands):

Schedule of Investment

	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
	As of December 31, 2025
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
U.S. treasury securities	$	275,794	$	225	$	—	$	276,019
Total	$	275,794	$	225	$	—	$	276,019

	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
	As of December 31, 2024
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
U.S. treasury securities	$	212,589	$	82	$	—	$	212,671
Total	$	212,589	$	82	$	—	$	212,671

The Company’s U.S. treasury securities are classified as Level 2 investments within the fair value hierarchy. These assets have been valued based on quoted prices in active markets for similar assets or other inputs that are observable or can be corroborated by observable market data.

There were no changes in valuation techniques or transfers within the fair value hierarchy during the years presented.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Property and Equipment

Estimated useful lives of property and equipment are as follows for the major classes of assets:

Asset description		Estimated useful life
Furniture and equipment		4 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Commitments (Tables)

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Schedule of Minimum Lease Payments

Future minimum lease payments under the Company’s Existing Lease consisted of the following (in thousands):

Schedule of Minimum Lease Payments

Year Ending December 31,
2026	$	74
Thereafter		—
Total minimum lease payments		74
Less: Amount representing interest		(20	)
Present value of operating lease liabilities		54
Less: operating lease liabilities, current		(54	)
Operating lease liabilities, non-current	$	—

The weighted-average remaining lease term and discount rate under the Company’s Existing Lease were as follows:

	As of December 31,
	2025			2024
Weighted-average remaining lease term		0.3 years			1.3 years
Weighted-average discount rate		10.5	%		10.5	%

Schedule of Lease Costs

The following table presents components of lease costs (in thousands):

Schedule of Lease Costs


	Year Ended December 31,
	2025		2024
Operating lease cost	$	213	$	213
Variable lease cost		110		111
Total lease cost	$	323	$	324

Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Employee compensation and benefits	$ 8,338	$ 4,092
License milestone	5,000
Interest	3,379
Consulting and professional fees	2,335	511
Other	1,813	874
Total	$ 20,865	$ 5,477

Organization and Liquidity (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 448,897	$ 271,855
Cash and cash equivalents	$ 441,500

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Schedule of Investment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost, as Adjusted	$ 275,794	$ 212,589
Gross Unrealized Holding Gains	225	82
Gross Unrealized Holding Losses
Estimated Fair Value	276,019	212,671
US Treasury Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost, as Adjusted	275,794	212,589
Gross Unrealized Holding Gains	225	82
Gross Unrealized Holding Losses
Estimated Fair Value	$ 276,019	$ 212,671

- Definition

Fair value of investment in debt security measured at amortized cost (held-to-maturity).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2025 USD ($) Segment	Dec. 31, 2024 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash and cash equivalents	$ 165,703,000	$ 22,515,000
Short-term investments	275,794,000	212,589,000
Capitalized software development costs	100,000	0
Deferred transaction costs	200,000	200,000
Research and development expense	$ 144,995,000	$ 104,203,000
Number of operating segment \| Segment	1
Number of reportable segment \| Segment	1
Senior Notes Due 2031 Notes [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrue interest payable rate	2.75%	2.75%

Schedule of Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Leasehold Improvements [Member]
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	4 years

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Dec. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Abstract]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

ITEM 1C. Cybersecurity

Risk Management & Strategy

Our cybersecurity risk management process is a component of our overall approach to managing material risks that could impact our operations, including cybersecurity threats. In general, we seek to manage material internal and third-party cybersecurity risks through an approach that focuses on: (i) protecting information systems and the information residing therein; (ii) identifying, preventing, and mitigating cybersecurity threats; and (iii) assessing and responding to cybersecurity incidents when they occur. Maintaining, monitoring, and updating our information security program—in an effort to ensure that it remains reasonable and appropriate in light of changes in the security threat landscape, available technology, and applicable legal and contractual requirements—is an ongoing effort.

We have implemented and maintain various processes, procedures, and measures to support our overall risk management strategy and to manage and mitigate the material risks posed by cybersecurity threats to our systems and data. With respect to cybersecurity, these measures include conducting risk assessments of our operations and using a risk register to assess identified risks; developing business continuity, disaster recovery and incident response plans; implementing technical safeguards and tools; conducting ongoing cybersecurity awareness training; and using contractual protections where appropriate. Our incident response plan outlines the procedures for reporting, investigating, and remediating cybersecurity incidents, including a framework to facilitate the escalation to our management team and board of cybersecurity incidents, so that our management team is alerted in a timely manner to material information that would be required to be disclosed or reported.

Our IT department maintains policies and procedures regarding network security, data protection and incident response. Pursuant to those policies, IT engages with the Chief Financial Officer, General Counsel and other experts when assessing cybersecurity threats, incident response, and making disclosure determinations following a data or network breach. The Vice President, IT is accountable at the management level for our overall IT risk management program. Additionally, our Chief Executive Officer and Audit Committee receive regular updates from the Chief Financial Officer, General Counsel and the Vice President, IT about significant threats and incidents involving cybersecurity and data protection, as well as security enhancements made to our IT infrastructure.

We use third-party service providers for a variety of services throughout our business, ranging from infrastructure support and maintenance, cybersecurity incident response, data protection and privacy compliance. In addition, we engage with contract research organizations, contract manufacturing organizations, distributors, and other supply chain resources.

We believe that the use of external service providers improves our operational capabilities, and we have implemented a vendor qualification and management program that applies to our service providers, including those that handle health information, personal information, or other information subject to protection under applicable privacy and data protection regulations. This program is designed to identify, address and seek to mitigate potential cybersecurity and data protection risks that arise from our use of external service providers. While we do not have full visibility into the cybersecurity risk management processes of our vendors, we require new service providers to complete a vendor questionnaire that identifies the vendor’s network and user protections, such as the use of multi-factor authentication, and other cybersecurity risk management processes. Vendors that store or access our confidential information are required to certify that their information systems comply with applicable industry guidelines for cybersecurity, backup, and system recovery. We rely on our third-party service providers to provide notification of, and remediate, significant cybersecurity threats and cybersecurity incidents that jeopardize the confidentiality, integrity, or availability of our information.

We periodically evaluate, test, and update our policies, standards, and processes to mitigate cybersecurity threats and manage incidents effectively. These efforts include risk assessments, vulnerability assessments and remediations, phishing tests and employee education, and external scans. Additionally, to enhance our capabilities, we periodically engage third-party service providers, including cybersecurity consultants, to incorporate threat intelligence into our processes.

As of the date of this Form 10-K, we are not aware of any risks from cybersecurity threats, including those resulting from any previous cybersecurity incidents experienced by us or, to our knowledge, by any of our third-party service providers, that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations, or financial condition. For further discussion of cybersecurity and data privacy risks that may materially affect the Company and how they may do so, see “Risk Factors—If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could face clinical trial delays; regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; and other adverse consequences,” included in Item 1A of this Annual Report on Form 10-K.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

Governance

Our Audit Committee oversees Celcuity’s management of risks arising from cybersecurity threats. Our CEO delivers periodic briefings to the Board and Audit Committee on material cybersecurity risks that are pertinent to our business operations. Additionally, we have processes to promptly notify the Audit Committee and Board of a significant cybersecurity incident and to inform the Audit Committee and Board of remediation progress, as appropriate.

The Vice President, IT has overall responsibility for our information security program, with support from our management team and specialized partners in cybersecurity incident response and privacy. The process includes managing our incident response strategy. If a cybersecurity incident meets certain criteria, however, our CEO, CFO and General Counsel will become involved with the response strategy, including decisions about public disclosure and reporting. Our Vice President, IT also coordinates with our CEO, CFO and General Counsel to determine strategic cybersecurity priorities and to establish compliance procedures.

We believe our business leaders have the appropriate expertise, background and depth of experience to manage risks arising from cybersecurity threats. Our Vice President, IT has served in various roles in information technology and information security for over three decades, which includes experience in the biotech, pharmaceutical and healthcare industries and experience in cybersecurity risk management and data privacy compliance.

In the ordinary course of our business, we, and the third parties upon which we rely, collect, process, receive, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, share and store proprietary, confidential, and sensitive information, including health information, personal information, credit card and other financial information, or other sensitive information owned or controlled by ourselves or our customers, payors, and other parties.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Our CEO delivers periodic briefings to the Board and Audit Committee on material cybersecurity risks that are pertinent to our business operations

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

The process includes managing our incident response strategy. If a cybersecurity incident meets certain criteria, however, our CEO, CFO and General Counsel will become involved with the response strategy, including decisions about public disclosure and reporting. Our Vice President, IT also coordinates with our CEO, CFO and General Counsel to determine strategic cybersecurity priorities and to establish compliance procedures

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Activity

The following table summarizes the activity for all stock options outstanding:

Schedule of Stock Options Activity

	Shares			Weighted- average exercise price per share		Weighted-average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Options outstanding as of December 31, 2024		4,306,977		$	11.13		8.0	$	13,914
Granted		2,186,593			35.17
Exercised		(393,301	)		8.89
Forfeited		(257,784	)		14.29
Options outstanding as of December 31, 2025		5,842,485		$	19.62		7.9	$	468,191

Options exercisable as of December 31, 2025		2,740,854		$	11.61		6.6	$	241,560

Schedule of Assumptions for Fair Value of Employee And Non-Employee Stock Option

The assumptions used in the Black-Scholes option pricing model and Monte Carlo simulation model to determine the fair value of the employee and non-employee stock option grants issued, were as follows:

	Year Ended December 31,
	2025			2024
Risk-free interest rate		3.6% − 4.7	%		3.5% − 4.7	%
Expected volatility		74.4% − 82.1	%		71.2% − 76.2	%
Expected life (years)		5.0 − 10.0			5.3 − 10.0
Expected dividend yield		0	%		0	%

Schedule of Restricted Stock Award And Restricted Stock Unit Activity

The following table summarizes restricted stock award and restricted stock unit activity during the year ended December 31, 2025:

	Shares			Weighted-average grant date fair value per share
Outstanding as of December 31, 2024		1,079		$	14.83
Granted		34,039			89.43
Vested		(1,079	)		14.83
Forfeited		(6,600	)		98.49
Outstanding as of December 31, 2025		27,439		$	87.25

Schedule of Stock-based Compensation Expenses

The Company recognized the following stock-based compensation expense in its statements of operations (in thousands):

	2025		2024
	Year Ended
	December 31,
	2025		2024
Research and development	$	8,409	$	4,405
General and administrative		12,974		2,583
Total	$	21,383	$	6,988
Stock-based compensation expense	$	21,383	$	6,988

Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 2,658	$ 2,328
Less: Accumulated depreciation	(2,159)	(1,992)
Total property and equipment, net	499	336
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,354	2,025
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 304	$ 303

Schedule of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
Schedule of Lease Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 213	$ 213
Variable lease cost	110	111
Total lease cost	$ 323	$ 324

Other Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consisted of the following (in thousands):

Schedule of Other Accrued Expenses


	As of December 31,
	2025		2024
Employee compensation and benefits	$	8,338	$	4,092
License milestone		5,000		—
Interest		3,379		—
Consulting and professional fees		2,335		511
Other		1,813		874
Total	$	20,865	$	5,477

Subsequent Events (Details Narrative) $ in Millions	Jan. 09, 2026 USD ($)
Open Market Sale Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate offering amount	$ 400.0

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Operating results during the year ended December 31, 2025, are not necessarily indicative of results to be expected for any future year.

Accounting Estimates

Accounting Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company maintains its accounts at two financial institutions. As of December 31, 2025 and 2024, the Company had $165.7 million and $22.5 million, respectively, in business checking accounts and money market funds that are considered cash equivalents. Cash and cash equivalents are classified as Level 1 assets under the fair value hierarchy.

Investments

Investments

The Company maintains its investments in U.S. treasury securities and has classified them as held-to-maturity at the time of purchase. Held-to-maturity purchases are those investments which the Company has the ability and intent to hold until maturity. Held-to-maturity investments are recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity investment using the straight-line method. The difference between the carrying value, which is based on cost, and the aggregate fair value of the held-to-maturity investments, was immaterial as of December 31, 2025. As of December 31, 2025 and 2024, the Company had $275.8 million and $212.6 million, respectively, of short-term investments.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (“FASB”) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

●	Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.
●	Level 2: Other than quoted prices included in Level 1, inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
●	Level 3: Unobservable inputs that are significant to the fair value measurement and supported by little or no market activity.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls, is based on the lowest level input that is significant to the fair value measurement in its entirety.

The carrying values of cash equivalents, accounts payable, accrued expenses and other financial working capital items approximate fair value as of each of December 31, 2025 and 2024, due to the short maturity nature of these items. Refer to Note 10 for disclosures around the Company’s 2.750% Senior Notes due 2031 (the “Notes”) and note payable.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash, cash equivalents, and investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Allowance for Credit Losses

Allowance for Credit Losses

For investments in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the investment before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the investment’s amortized cost basis is written down to fair value through earnings. For investments that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes in interest rates, and any changes to the rating of the security by a rating agency, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the investment. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided over estimated useful lives using the straight-line method. Maintenance and repairs are expensed as incurred; major improvements and betterments are capitalized.

Estimated useful lives of property and equipment are as follows for the major classes of assets:

Asset description		Estimated useful life
Furniture and equipment		4 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Leases

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances presented in the arrangement, including whether the Company controls the use of identified assets. The Company classifies leases with a term greater than one year as either operating or finance leases at the lease commencement date and records a right-of-use asset and current and non-current lease liabilities, as applicable, on the balance sheets. The Company has elected not to recognize on the balance sheets leases with terms of one year or less, but payments are recognized as expense on a straight-line basis over the lease term.

The Company’s leases may include options to extend or terminate the leases. Periods covered by an option to extend the lease are included in the lease term when it is reasonably certain that the Company will exercise that option. Periods covered by an option to terminate the lease are included in the lease term when it is reasonably certain that the Company will not exercise that option. The Company monitors its plans to renew or terminate its material leases each reporting period. If a lease includes provisions for leasehold improvements for which the Company has an obligation to pay, the Company determines if the improvements should be considered lessor or lessee assets. If the improvements are considered lessor assets, the Company records the payments in the calculation of the lease liability and corresponding right-of-use asset.

Lease liabilities and the corresponding right-of-use assets are recorded based on the present value of lease payments over the remaining lease term. The present value of future lease payments is discounted using the interest rate implicit in the lease contracts if that rate is readily determinable; otherwise, the Company utilizes information available at the commencement of the lease to calculate the incremental borrowing rate, which reflects the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment.

Lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expenses in the period in which the obligation for those payments is incurred. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets.

Capitalized Software Development Costs

Capitalized Software Development Costs

The Company capitalizes qualifying costs incurred during the application development stage related to software developed for internal use. Capitalized software development costs are classified as other non-current assets on the balance sheets. As of December 31, 2025 and 2024, the Company had $0.1 million and no capitalized software development costs, respectively.

The Company amortizes the capitalized software development costs on a straight-line basis over the estimated useful life of the software, beginning when the asset is substantially ready for use. The amortization of capitalized software development costs is reflected in general and administrative expenses. The Company did not record any amortization expense during the years ended December 31, 2025 and 2024.

Long-Lived Assets

Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

Deferred Transaction Costs

Deferred Transaction Costs

Deferred transaction costs primarily consist of legal fees that are capitalized as incurred and will be offset against the proceeds from future equity financing arrangements. The deferred transaction costs will be reviewed periodically to assess the probability that future securities will be offered. In the event that no future offering will occur, any deferred transaction costs will be expensed. Total costs incurred, but not accounted for as a reduction in equity, were $0.2 million and $0.2 million as of December 31, 2025 and 2024, respectively. Deferred transaction costs are classified as other assets on the balance sheets.

Debt Issuance Costs

Debt Issuance Costs

The Company recognizes debt issuance costs as deferred costs, which are capitalized and amortized over the term of the related debt using the effective interest method. These costs primarily consist of fees, commissions, and legal and other costs directly attributable to securing debt financing. Debt issuance costs are reported as a direct reduction of the carrying amount of the related debt on the balance sheets. Amortization of these costs is recorded as interest expense in the statements of operations over the life of the debt instrument. In the event of early extinguishment of debt, any related unamortized debt issuance costs are written off and recognized as a component of the gain or loss on extinguishment of debt in the statements of operations.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss.

Commitments and Contingencies

Commitments and Contingencies

The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company has not recorded any such liabilities as of December 31, 2025 and 2024.

Stock-Based Compensation

Stock-Based Compensation

The Company’s stock-based compensation consists of stock options, restricted stock awards and restricted stock units issued to certain employees and non-employees of the Company under the 2017 Amended and Restated Stock Incentive Plan, and shares issued under the 2017 Employee Stock Purchase Plan (the “ESPP”).

The Company has elected to account for forfeitures as they occur.

Stock Options

The Company recognizes stock-based compensation expense based on the estimated grant date fair value using the Black-Scholes option-pricing model and the expense is recognized on a straight-line basis over the requisite service period. Compensation expense for awards with performance-based conditions is recognized when the achievement of the performance condition is deemed probable.

The Company utilizes the Monte Carlo simulation model for awards with market-based vesting conditions. If the factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future.

The inputs for the Black-Scholes valuation model and the Monte Carlo simulation model require management’s significant assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded. The expected term of the award is based on the simplified method in accordance with SEC Staff Accounting Bulletin Nos. 107 and 110. The risk-free interest rate is based on the rate for U.S. treasury securities at the date of grant with maturity dates approximately equal to the expected term of the award at the grant date. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

The price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date.

All assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with such agreements would also be cancelled.

Restricted Stock

The Company records compensation expense based on the quoted fair value of the shares on the grant date over the requisite service period.

ESPP

Compensation expense for ESPP rights is recorded in line with each respective offering period.

Research and Development

Research and Development

Research and development costs are expensed as incurred. Research and development costs were $145.0 million and $104.2 million during the years ended December 31, 2025 and 2024, respectively.

Clinical Trial Costs

Clinical Trial Costs

The Company relies on third-party service providers to conduct certain aspects of clinical studies and to formulate and manufacture its drug product. While there are alternative vendors that can perform these functions, any disruption or delay by the Company’s current third-party service providers in carrying out their contractual duties could delay its clinical trials and/or the commercial launch of gedatolisib, if approved by the U.S. Food and Drug Administration (“FDA”). The Company records prepaid or accrued clinical trial costs conducted by third-party service providers, which includes the conduct of clinical trials. These costs can be a significant component of the Company’s research and development expenses. The Company uses progress reports from third-party service providers, including the respective invoicing, to record actual expenses, along with determining changes to prepaid or accrued clinical trial costs. With the ongoing clinical trials, the Company’s estimated expenses in future periods and actual services performed may vary from these estimates, and these estimates may become more significant. Changes in these estimates that result in material changes to the Company’s prepaid or accrued clinical trial costs could materially affect the Company’s results of operations and financial position.

Licenses

Licenses

Upfront payments and other consideration under license agreements are expensed as research and development expense upon receipt of the license, and annual maintenance fees under license agreements are expensed in the period in which they are incurred.

Certain license agreements include milestone payments which are recognized when it becomes probable that the achievement of those milestones will be met. The Company records this expense as research and development expense in its statements of operations.

Patent Costs

Patent Costs

The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs are included in general and administrative expenses in the statements of operations.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, as required by the accounting standard for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as net operating loss and tax credit carryforwards. Deferred taxes are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in results of operations in the period that includes the enactment date. The effects of any future changes in tax laws or rates have not been considered. The Company regularly reviews deferred tax assets to assess their potential realization and establish a valuation allowance for portions of such assets to reduce the carrying value if the Company does not consider it to be more likely than not that the deferred tax assets will be realized.

The Company recognizes the impact of an uncertain tax position in its financial statements if, in management’s judgment, the position is more-likely-than-not sustainable upon audit based on the position’s technical merits. This involves the identification of potential uncertain tax positions, the evaluation of applicable tax laws and an assessment of whether a liability for an uncertain tax position is necessary.

Segment Data

Segment Data

The Company has one reportable operating segment, which is the development of targeted therapies for the treatment of multiple solid tumor indications. The Company’s chief operating decision makers (“CODMs”) are its chief executive officer, chief science officer and chief financial officer, who, together manage the Company’s operations as one operating segment for the purpose of evaluating financial performance and allocating resources. The CODMs assess the performance and allocate resources for the reportable segment based on net loss and total assets, which are the same amounts in all material respects as those reported in the statements of operations and balance sheets.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the annual income tax disclosures for the effective tax rate reconciliation, income taxes paid, and continuing operations. ASU 2023-09 also eliminates certain disclosure requirements related to unrecognized tax benefits. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on January 1, 2025 on a retrospective basis.

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide disaggregated disclosure of income statement expense. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides certain entities with an additional practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions under Accounting Standards Codification (“ASC”) 606. ASU 2025-05 is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2025. Early adoption is permitted for all entities. The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software. ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project, and it is probable the software will be completed and perform to its intended use. In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the timing, method of its adoption, and effect of ASU 2025-06 on its financial statements and related disclosures.

Net Loss Per Common Share (Details Narrative) - shares	12 Months Ended
Net Loss Per Common Share (Details Narrative) - shares	Dec. 31, 2025	Dec. 31, 2024
Debt conversion, number of shares issued	3,923,002
Pre-funded warrant shares	6,147,787	5,747,787
Maximum [Member]
Debt conversion, number of shares issued	5,296,053

Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands							1 Months Ended		12 Months Ended
	Jul. 30, 2025	May 31, 2024	May 30, 2024	May 08, 2024	Apr. 22, 2024	Oct. 18, 2023	May 31, 2024	Apr. 30, 2024	Dec. 31, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Common stock, shares authorized									95,000,000	95,000,000
Common stock, shares outstanding									48,244,960	37,143,242
Preferred stock, shares authorized									2,500,000	2,500,000
Preferred stock, shares outstanding									0	317,577
Prefunded warrant shares									6,422,560,000
Common stock, par value									$ 0.001	$ 0.001
Proceeds from warant exercise									$ 42,061	$ 14,736
Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Additional warrants exercised										1,827,357
Proceeds from warant exercise										$ 14,700
Common stock warrants expired										3,544
Pre-Funded Warrants [Member] \| Minimum [Member]
Class of Stock [Line Items]
Class of warrant exercise price										$ 8.05
Pre-Funded Warrants [Member] \| Maximum [Member]
Class of Stock [Line Items]
Class of warrant exercise price										$ 9.50
Common Stock [Member]
Class of Stock [Line Items]
Pre-funded warrants sold to investors										435,414
Conversion of preferred to common stock, shares									3,175,770
July 2025 Equity Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Class of warrant exercise price	$ 0.001
Pre-funded warrant exercisable description	A holder (together with its “attribution parties,” as defined in the Pre-Funded Warrant) may not exercise any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together with its attribution parties), would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. However, a holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, which increase or decrease shall not become effective until 61 days after notice from the holder to the Company.
Underwriting Agreement [Member] \| Leerink Partners LLC [Member]
Class of Stock [Line Items]
Sale of stock			3,871,000
Share price			$ 15.50
Gross proceeds from public offering			$ 60,000
Net proceeds from public offering		$ 56,300
Underwriting Agreement [Member] \| July 2025 Equity Offering [Member]
Class of Stock [Line Items]
Sale of stock	1,836,842
Share price	$ 38.00
The number of additional common stock shares the Underwriters can purchase	335,526
Underwriting Agreement [Member] \| July 2025 Equity Offering [Member] \| Pre-Funded Warrants [Member]
Class of Stock [Line Items]
Prefunded warrant shares	400,000
Warrant purchase price	$ 37.999
Class of warrant exercise price	$ 0.001
The cash inflow associated with the amount received from entity's offering of stock to the public	$ 91,600
Open Market Sale Agreement [Member]
Class of Stock [Line Items]
Commissions and other offering expenses							$ 300	$ 300
Open Market Sale Agreement [Member] \| Jefferies LLC [Member]
Class of Stock [Line Items]
Sale of stock				149,700	285,714
Share price				$ 17.65	$ 17.50
Gross proceeds				$ 2,600	$ 5,000
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Pre-funded warrants sold to investors						5,747,787
Common stock, par value						$ 0.001
Securities Purchase Agreement [Member] \| Warrant [Member]
Class of Stock [Line Items]
Warrant purchase price						8.699
Class of warrant exercise price						$ 0.001
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized									1,850,000
Preferred stock, shares outstanding									0
Preferred stock voting rights									The Series A preferred stock is non-voting, and each share is convertible at the option of the holder, subject to certain limitations, into 10 shares of common stock. Holders of Series A preferred stock are entitled to receive dividends, on an as-if-converted-to-common stock basis, when, as and if, and in the same form as, dividends are actually paid on the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or in the event of a Deemed Liquidation Event (as defined in the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock), the holders of Series A preferred stock are entitled to be paid from assets of the Company available for distribution to its stockholders, before any payment is made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the original issue price ($5.75 on an as-converted-to-common stock basis), plus all accrued and unpaid dividends and (ii) the amount that the holder would have been entitled to receive at such time if the Series A preferred stock were converted into common stock. The Company may not, without the consent of holders of a majority of the outstanding shares of Series A preferred stock, amend its charter in a manner that adversely affects the powers, preferences or rights of the Series A preferred stock or issue or obligate itself to issue shares of any additional class or series of capital stock unless the same ranks junior to the Series A preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company and the payment of dividends.
Common stock converted basis									$5.75 on an as-converted-to-common stock basis
Conversion of preferred to common stock, shares									317,577

Commitments

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments

7. Commitments

Operating and Finance Leases

The Company leases its corporate space in Minneapolis, Minnesota, with an operating lease in place through April 30, 2026 (the “Existing Lease”). The Existing Lease provides for monthly rent, real estate taxes, and operating expenses. Rent expense is recorded on a straight-line basis over the lease term.

In November 2025, the Company entered into a lease for clinical laboratory and office space in Minnesota for 19,594 square feet. The lease term will commence on April 1, 2026 and is 62 months with two options to extend the lease term for five years each. The Company also has a one-time option to terminate the lease at the end of the third year, provided certain conditions are met. To exercise this option, the Company must pay a termination fee equal to eight months’ rent plus the landlord’s unamortized transaction costs, which include abated rent, tenant improvement allowances and broker fees. The initial annual lease payment is $0.3 million and increases by 3.5% on an annual basis, resulting in total undiscounted future minimum lease payments of $1.5 million over the initial 62-month term. As of December 31, 2025, the lease has not commenced and is therefore excluded from the tables below.

When an implicit rate is not provided, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

Future minimum lease payments under the Company’s Existing Lease consisted of the following (in thousands):

Schedule of Minimum Lease Payments

Year Ending December 31,
2026	$	74
Thereafter		—
Total minimum lease payments		74
Less: Amount representing interest		(20	)
Present value of operating lease liabilities		54
Less: operating lease liabilities, current		(54	)
Operating lease liabilities, non-current	$	—

The weighted-average remaining lease term and discount rate under the Company’s Existing Lease were as follows:

	As of December 31,
	2025			2024
Weighted-average remaining lease term		0.3 years			1.3 years
Weighted-average discount rate		10.5	%		10.5	%

The following table presents components of lease costs (in thousands):

Schedule of Lease Costs


	Year Ended December 31,
	2025		2024
Operating lease cost	$	213	$	213
Variable lease cost		110		111
Total lease cost	$	323	$	324

Clinical Research Studies

The Company enters into contracts in the normal course of business to conduct research and development programs internally and through third-party service providers that include, among others, arrangements with vendors, consultants, contract manufacturing organizations, and contract research organizations. Contracts related to the Company’s ongoing clinical trials are generally cancelable with advance notice and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements. In addition, these agreements may, from time to time, be subject to amendments as a result of any change orders executed. As of December 31, 2025, the Company had $5.5 million of non-cancelable purchase commitments with respect to these arrangements.

Registration Rights Agreement

In connection with a securities purchase agreement with certain investors pursuant to which the Company agreed to sell to the investors in a private placement pre-funded warrants to purchase up to 5,747,787 shares of the Company’s common stock in October 2023 (the “Securities Purchase Agreement”), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors. Under the Registration Rights Agreement, the Company agreed to file a registration statement and to use commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until such time as there are no longer registrable securities held by the Investors.

If the Company fails to meet the specified filing deadlines, effectiveness deadlines, or maintain the effectiveness of the registration statement, the Company is required to make pro rata payments to each holder as liquidated damages in an amount equal to 1.0% of the aggregate amount paid pursuant to the Securities Purchase Agreement by such investor for each 30-day period or pro rata for any portion thereof during which such event continues, provided that the maximum liquidated damages shall not exceed 6.0% of the aggregate amount invested by each such holder in the registrable securities.

The Company accounts for these arrangements in accordance with ASC 825-20, Registration Payment Arrangements. As of December 31, 2025, the required registration statement has been timely filed and declared effective by the SEC, and the Company remains in compliance with the maintenance requirements. Management has determined that it is not probable that the Company will be obligated to pay any liquidated damages; accordingly, no liability has been recorded for these arrangements.

Other Accrued Expenses (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Accounts payable included accrued interest	$ 0	$ 820

Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Tax benefit at statutory rate	$ (37,179)	$ (23,474)
Tax benefit at statutory rate, percentage	21.00%	21.00%
State income tax benefit, net of federal tax effect	$ (14)	$ (3)
State income tax benefit, net of federal tax effect, percentage
Federal change in valuation allowance on deferred tax assets	$ 38,249	$ 23,797
Federal change in valuation allowance on deferred tax assets, percentage	(21.60%)	(21.30%)
Federal research and development credits	$ (1,358)	$ (982)
Federal research and development credits, percentage	0.80%	0.90%
Prior year adjustments	$ (343)	$ (3)
Prior year adjustments, percentage	0.20%
Non-deductible items	$ 645	$ 665
Non-deductible items, percentage	(0.40%)	(0.60%)
Income tax expense (benefit)
Income tax expense (benefit), percentage

Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
StockBasedCompensationExpensesLineItem [Line Items]
Stock-based compensation expense	$ 21,383	$ 6,988
Research and Development Expenses [Member]
StockBasedCompensationExpensesLineItem [Line Items]
Stock-based compensation expense	8,409	4,405
General and Administrative Expenses [Member]
StockBasedCompensationExpensesLineItem [Line Items]
Stock-based compensation expense	$ 12,974	$ 2,583

Debt (Details Narrative)							12 Months Ended
Debt (Details Narrative)	Feb. 01, 2026	Sep. 09, 2025 USD ($) $ / shares shares	Jul. 30, 2025 USD ($) Integer $ / shares	Jul. 28, 2025 USD ($) $ / shares	May 13, 2025	May 30, 2024 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($)	Aug. 01, 2025 USD ($)
Short-Term Debt [Line Items]
Convertible debt							$ 195,324,000
Discount amount							$ 8,401,000	$ 5,752,000
Interest rate							12.70%	12.30%
Interest expense							$ 14,400,000	$ 10,300,000
Discount amount							$ 2,700,000	$ 1,300,000
Warrants issued \| shares							6,422,560,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate							0.00%	0.00%
Final fee							$ 5,850,000	$ 4,500,000
Fair value of note payable							160,200,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member]
Short-Term Debt [Line Items]
Contingent loan		$ 120,000,000.0
Amendment fee payable		$ 100,000
Funded loan amount						$ 100,000,000
Costs associated with new borrowings						$ 2,400,000
Final fee percentage						4.50%
Final fee						$ 4,500,000
Warrant or right, reason for issuance, description						2.50%
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Warrant [Member]
Short-Term Debt [Line Items]
Warrants exercise price per share \| $ / shares		$ 14.84				$ 14.84
Warrants issued \| shares		50,537				103,876
Fair value of warrants						$ 1,200,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term D Loan [Member]
Short-Term Debt [Line Items]
Disbursement loan amount		$ 30,000,000.0
Net proceeds from loan		$ 27,700,000
Debt final fee percentage		4.50%
Funded loan amount		$ 1,400,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term E Loan [Member]
Short-Term Debt [Line Items]
Contingent loan		50,000,000.0
Funded loan amount						50,000,000.0
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term E Two Loan [Member]
Short-Term Debt [Line Items]
Contingent loan		100,000,000.0
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term F Loan [Member]
Short-Term Debt [Line Items]
Contingent loan		40,000,000.0
Funded loan amount						$ 45,000,000.0
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term F Two Loan [Member]
Short-Term Debt [Line Items]
Contingent loan		45,000,000.0
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term G Loan [Member]
Short-Term Debt [Line Items]
Contingent loan		150,000,000.0
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term A Loan [Member]
Short-Term Debt [Line Items]
Interest rate						20.00%
Funded loan amount						$ 16,800,000
Common stock price per share \| $ / shares						$ 10.00
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term B Loan [Member]
Short-Term Debt [Line Items]
Funded loan amount						$ 21,500,000
Amended and Restated Loan Agreement [Member] \| Innovatus Life Sciences [Member] \| Term C Loan [Member]
Short-Term Debt [Line Items]
Funded loan amount						$ 61,700,000
Prior Loan Agreement [Member] \| Innovatus Life Sciences [Member]
Short-Term Debt [Line Items]
Common stock price per share \| $ / shares						$ 14.40
Issuance of common stock in an ATM offering, net of issuance costs, shares \| shares						26,042
Note Underwriting Agreement [Member] \| July 2025 Convertible Notes Offering [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount			$ 175,000,000.0						$ 201,300,000
Conversion rate			19.4932
Principal amount			$ 1,000
Conversion price \| $ / shares			$ 51.30
Redemption description			The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029 and on or before the 51st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $50.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
Trading days \| Integer			20
Consecutive trading days \| Integer			30
First Amendment description			beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately prior to, and immediately after giving effect to, the conversion of all or any portion of the Notes; provided, that such 4.99% beneficial ownership can be increased or decreased at the discretion of the noteholder; provided further, that such limitation in no event can exceed 19.99%.
Convertible debt							195,300,000
Fair value of the Notes							$ 436,500,000
Discount amount			$ 6,400,000
Interest rate							3.30%
Interest expense							$ 2,700,000
Discount amount							$ 400,000
Note Underwriting Agreement [Member] \| July 2025 Convertible Notes Offering [Member] \| Subsequent Event [Member]
Short-Term Debt [Line Items]
Accrue interest payable rate	2.75%
Note Underwriting Agreement [Member] \| July 2025 Convertible Notes Offering [Member] \| Over-Allotment Option [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount			26,300,000
Net proceeds from offering			$ 194,900,000
Third Amendment to Amended and Restated Loan and Security Agreement [Member] \| Term D Loan [Member]
Short-Term Debt [Line Items]
Debt Instrument, Fee Amount		$ 2,800,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		4.10%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate		74.40%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term		10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%
Second Amendment To Amended And Restated Loan And Security Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument principal amount				$ 180,000,000
Amendment fee payable				$ 100,000
Maturity date				May 09, 2026
Conversion percentage				20.00%
Common stock price per share \| $ / shares				$ 10.00
Amount of indebtedness eligible to incur under Term D Loan				$ 30,000,000.0
Loan Agreement [Member]
Short-Term Debt [Line Items]
First Amendment description					(i) pay Oxford an amendment fee of less than $0.1 million on the effective date of the First Amendment, (ii) extend to March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv) update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company had failed to achieve the Term D Milestone prior to June 1, 2025 and to decrease the Minimum Liquidity Percentage back to 30% if the Company subsequently achieves the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders from any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.
Amended and Restated Loan Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate description						the Company is entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions are met. The Term Loans bear interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate (as defined in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest will be payable in-kind by adding an amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a monthly basis through May 31, 2027.

Schedule of Assumptions for Fair Value of Employee And Non-Employee Stock Option (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.60%	3.50%
Risk-free interest rate, maximum	4.70%	4.70%
Expected volatility, minimum	74.40%	71.20%
Expected volatility, maximum	82.10%	76.20%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	5 years	5 years 3 months 18 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	10 years	10 years

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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+ Details

Other Accrued Expenses

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Other Accrued Expenses

6. Other Accrued Expenses

Other accrued expenses consisted of the following (in thousands):

Schedule of Other Accrued Expenses


	As of December 31,
	2025		2024
Employee compensation and benefits	$	8,338	$	4,092
License milestone		5,000		—
Interest		3,379		—
Consulting and professional fees		2,335		511
Other		1,813		874
Total	$	20,865	$	5,477

As of December 31, 2025, and 2024, accounts payable included $0 and $820 of accrued interest, respectively.

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Mar. 17, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-38207
Entity Registrant Name	Celcuity Inc.
Entity Central Index Key	0001603454
Entity Tax Identification Number	82-2863566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	16305 36th
Entity Address, Address Line Two	Avenue North
Entity Address, Address Line Three	Suite 100
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55446
City Area Code	(763)
Local Phone Number	392-0767
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CELC
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 457,485,677
Entity Common Stock, Shares Outstanding		48,336,675
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Opinion [Text Block]	We have audited the accompanying balance sheets of Celcuity Inc. (the Company) as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Auditor Name	Boulay LLP
Auditor Location	Minneapolis, Minnesota
Auditor Firm ID	542

Schedule of Common Stock Warrants Outstanding (Details) - Pre-Funded Warrants [Member] - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock warrants, outstanding shares	11,268,939
Weighted- average exercise price per share, outstanding	$ 4.04
Common stock warrants, issued	450,537
Weighted- average exercise price per share, issued	$ 1.67
Common stock warrants, exercised	(5,282,375)
Weighted- average exercise price per share, exercised	$ 8.07
Common stock warrants, surrendered upon cashless exercise	(14,541)
Weighted- average exercise price per share, surrendered upon cashless exercise	$ 10.43
Common stock warrants, expired		3,544
Weighted- average exercise price per share, expired
Common stock warrants, outstanding shares	6,422,560	11,268,939
Weighted- average exercise price per share, outstanding	$ 0.53	$ 4.04

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

2012 Equity Incentive Plan

In August 2012, the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provided for options, restricted stock awards, performance stock awards and stock bonuses. The exercise price of each option granted under the 2012 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2012 Plan is ten years. The Company’s board of directors administers the 2012 Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to. In September 2017, the 2012 Plan was frozen and no further awards may be made under the 2012 Plan.

2017 Amended and Restated Stock Incentive Plan

In September 2017, the Company adopted the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2017 Plan is ten years. The 2017 Plan is generally administered by the compensation committee of the board of directors, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan.

The number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year from 2026 to 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31. However, the Company’s board of directors may reduce the amount of the increase in any particular year. The number of shares reserved for issuance under the 2017 Plan was automatically increased by 371,432 and 255,060 shares on January 1, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, the board of directors and the stockholders approved additional increases of 3,000,000 and 1,500,000, respectively, to the number of shares reserved for issuance under the 2017 Plan.

As of December 31, 2025, the number of shares available for issuance under the 2017 Plan is 2,591,634.

Stock Options

Options granted under the 2017 Plan are exercisable at various dates as determined upon grant and will expire no more than 10 years from their date of grant. The exercise price of each option shall be determined by the board of directors based on the estimated fair value of the Company’s common stock on the grant date. The exercise price shall not be less than 100% of the fair market value of the Company’s common stock on the grant date. Most option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. The 2017 Plan is generally administered by the compensation committee of the board of directors, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan.

The following table summarizes the activity for all stock options outstanding:

Schedule of Stock Options Activity

	Shares			Weighted- average exercise price per share		Weighted-average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Options outstanding as of December 31, 2024		4,306,977		$	11.13		8.0	$	13,914
Granted		2,186,593			35.17
Exercised		(393,301	)		8.89
Forfeited		(257,784	)		14.29
Options outstanding as of December 31, 2025		5,842,485		$	19.62		7.9	$	468,191

Options exercisable as of December 31, 2025		2,740,854		$	11.61		6.6	$	241,560

In January 2025, the Company modified previously granted stock option awards to 44 employees by reducing the exercise price of these options to the Company’s closing common stock price on the modification date. During the year ended December 31, 2025, the incremental compensation expense recognized as a result of these modifications was $0.2 million. The effect of these modifications on stock-based compensation over the remaining service periods will be $0.3 million.

During the year ended December 31, 2025, the market conditions associated with options previously granted to an employee were satisfied following the achievement of the specified stock price threshold. As a result, the options vested and the Company recognized $8.4 million in stock-based compensation expense related to these awards during the year ended December 31, 2025.

During the years ended December 31, 2025 and 2024, the weighted-average grant date fair value of options granted was $25.01 and $11.22 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2025 and 2024, was $35.7 million and $0.6 million, respectively. Upon the exercise of stock options, the Company will issue new shares of its common stock. As of December 31, 2025, the unrecognized compensation cost related to outstanding employee and non-employee options was $52.7 million and is expected to be recognized as expense over a weighted-average period of 1.7 years.

	Year Ended December 31,
	2025			2024
Risk-free interest rate		3.6% − 4.7	%		3.5% − 4.7	%
Expected volatility		74.4% − 82.1	%		71.2% − 76.2	%
Expected life (years)		5.0 − 10.0			5.3 − 10.0
Expected dividend yield		0	%		0	%

During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense for stock options of $20.0 million and $6.6 million, respectively.

Restricted Stock

The following table summarizes restricted stock award and restricted stock unit activity during the year ended December 31, 2025:

	Shares			Weighted-average grant date fair value per share
Outstanding as of December 31, 2024		1,079		$	14.83
Granted		34,039			89.43
Vested		(1,079	)		14.83
Forfeited		(6,600	)		98.49
Outstanding as of December 31, 2025		27,439		$	87.25

As of December 31, 2025, the unrecognized compensation cost related to outstanding restricted stock was $2.3 million and is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of restricted stock vested during the year ended December 31, 2025 was less than $0.1 million.

During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense for restricted stock of $0.1 million and less than $0.1 million, respectively.

2017 Employee Stock Purchase Plan

In September 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock. The ESPP is administered using overlapping 24 month offering periods (the “Offering Periods”). Each Offering Period has four six-month purchase periods. A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower. If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date.

The number of shares reserved for issuance under the ESPP automatically increases on January 1 of each year from 2023 to 2027 by the number of shares equal to 0.5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31. However, the Company’s board of directors may reduce the amount of the increase in any particular year. The number of shares reserved for issuance under the ESPP was automatically increased by 185,716 and 127,530 shares on January 1, 2025 and 2024, respectively.

As of December 31, 2025, the number of shares available for issuance under the ESPP is 469,576.

During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense related to the ESPP of $1.3 million and $0.3 million, respectively.

Stock-based Compensation

The Company recognized the following stock-based compensation expense in its statements of operations (in thousands):

	2025		2024
	Year Ended
	December 31,
	2025		2024
Research and development	$	8,409	$	4,405
General and administrative		12,974		2,583
Total	$	21,383	$	6,988
Stock-based compensation expense	$	21,383	$	6,988

Schedule of Stock Options Activity (Details) - Equity Option [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding at beginning of year	4,306,977
Options outstanding, weighted average exercise price at beginning of year	$ 11.13
Options outstanding, weighted average remaining contractual term	7 years 10 months 24 days	8 years
Options outstanding, aggregate intrinsic value	$ 13,914
Shares, Granted	2,186,593
Weighted Average Exercise Price, Granted	$ 35.17
Shares, Exercised	(393,301)
Weighted Average Exercise Price, Exercised	$ 8.89
Shares, Forfeited	(257,784)
Weighted Average Exercise, Forfeited	$ 14.29
Options outstanding at end of year	5,842,485	4,306,977
Options outstanding, weighted average exercise price at end of year	$ 19.62	$ 11.13
Options outstanding, aggregate intrinsic value	$ 468,191	$ 13,914
Shares, options exercisable	2,740,854
Weighted Average Exercise Price, Options exercisable	$ 11.61
Options exercisable, weighted average remaining contractual term	6 years 7 months 6 days
Options exercisable, aggregate intrinsic value	$ 241,560

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

On January 9, 2026, the Company filed a new registration statement and accompanying prospectus supplement, which increased the aggregate offering amount under the Open Market Sale Agreement to $400.0 million.

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 167	$ 130

Schedule of Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Nov. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
2026	$ 74
Thereafter
Total minimum lease payments	74
Less: Amount representing interest	(20)	$ (1,500)
Present value of operating lease liabilities	54
Less: operating lease liabilities, current	(54)		$ (172)
Operating lease liabilities, non-current			$ 54
Weighted-average remaining lease term	3 months 18 days		1 year 3 months 18 days
Weighted-average discount rate	10.50%		10.50%

Debt

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Debt

10. Debt

July 2025 Convertible Notes Offering

On July 30, 2025, the Company entered into an underwriting agreement (the “Note Underwriting Agreement”) with the Underwriters, subject to customary conditions, to issue and sell in a public offering $175.0 million aggregate principal amount of the Notes to the Underwriters (the “Note Offering”). In addition, pursuant to the Note Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional $26.3 million aggregate principal amount of Notes solely to cover over-allotments. On July 30, 2025, the Underwriters exercised such option to purchase an additional $26.3 million aggregate principal amount of the Notes. The issuance of $201.3 million aggregate principal amount of the Notes was completed on August 1, 2025.

The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of August 1, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of August 1, 2025, between the Company and the Trustee. The net proceeds from the Note Offering, after deducting underwriting discounts and commissions and offering expenses, were $194.9 million, including the proceeds from the Underwriters’ exercise of their over-allotment option in full.

The Notes are general, unsecured, senior obligations of the Company. The Notes will accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026, at a rate equal to 2.750% per year. In addition, special interest will accrue on the Notes upon the occurrence of certain events relating to the Company’s failure to file certain reports with the SEC as provided in the Indenture and as described below. The Notes also have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture) with certain interest penalty provisions. The Notes will mature on August 1, 2031, unless earlier converted, redeemed or repurchased by the Company.

Noteholders may convert their Notes at their option at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date based on an initial conversion rate of 19.4932 shares of common stock, per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of $51.30 per share of common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events as described in the Indenture. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on a redemption date on or after August 6, 2029 and on or before the 51st scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $50.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If a “Fundamental Change” (as defined in the Indenture) occurs, then, subject to certain conditions and except as set forth in the Indenture, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition in the Indenture of a Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the common stock.

Lastly, the Notes contain a beneficial ownership limitation, and as a result of such limitation, noteholders do not have the right to convert all or any portion of the Notes held by such noteholder, to the extent that immediately prior to, or immediately after giving effect to such conversion by such noteholder, together with its affiliates and any other persons acting as a group together with such noteholder or any of such noteholder’s affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately prior to, and immediately after giving effect to, the conversion of all or any portion of the Notes; provided, that such 4.99% beneficial ownership can be increased or decreased at the discretion of the noteholder; provided further, that such limitation in no event can exceed 19.99%.

The fair value of the Notes, which differs from their carrying value, is influenced by interest rates, stock price and stock price volatility and is determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the fair value is determined using Level 2 inputs. As of December 31, 2025, the carrying value and fair value of the Notes was $195.3 million and $436.5 million, respectively.

The issuance costs attributed to the Notes amounted to $6.4 million and were discounted from the Notes. The issuance cost discount is being amortized to interest expense over the term of the Notes based on the effective interest rate method. As of December 31, 2025, the effective interest rate was 3.3%. During the year ended December 31, 2025, interest expense related to the Notes was $2.7 million, including $0.4 million related to discount amortization.

Amended and Restated Loan and Security Agreement

Third Amendment

On September 9, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) with Oxford Finance LLC, a Delaware limited liability company (“Oxford”), as collateral agent and a lender, Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”), as a lender, and the other lenders party thereto (together with Oxford and Innovatus, the “Lenders”), pursuant to which the A&R Loan Agreement was amended to (i) replace Innovatus with Oxford as collateral agent; (ii) recognize the achievement of the Term D Milestone (as defined in the A&R Loan Agreement, as amended by the Third Amendment (the “Amended A&R Loan Agreement”)) and provide for the immediate disbursement of the $30.0 million Term D Loan (as defined in the Amended A&R Loan Agreement); (iii) increase the size of the Term E Loan (as defined in the Amended A&R Loan Agreement) from $50.0 million to up to $100.0 million, which Term E Loan may only be drawn upon FDA approval of gedatolisib in second line wild-type ABC patients post CDK4/6 inhibitor therapy; (iv) add three new up to $40.0 million Term F Loans (as defined in the Amended A&R Loan Agreement), for a total of $120.0 million, which may only be drawn upon achievement of certain trailing three months’ product revenue thresholds; (v) replace the prior $45.0 million Term F Loan (as defined in the A&R Loan Agreement) with a new $150.0 million Term G Loan (as defined in the Amended A&R Loan Agreement), which continues to be available only in the Lenders’ sole discretion upon the Company’s request; (vi) require an amendment fee payable by the Company to the Lenders in the amount of $0.1 million, which was paid at the closing of the Third Amendment; (vii) make certain revisions to the non-utilization fee for the Term E Loan, and add a new non-utilization fee for the Term F Loans, in each case equal to 3.0% of the applicable unfunded commitment, after taking into consideration any reductions to the applicable term loan commitment that the Company may make by notice to the collateral agent before the date that is eight weeks after the achievement of any applicable milestones; and (viii) extend the maturity date of the term loans to November 1, 2029. The Term E Loan and each Term F Loan also are subject to other customary conditions and limits on when the Company can request funding. With the disbursement of the $30.0 million Term D Loan, the Company received net proceeds of $27.7 million.

In accordance with the A&R Loan Agreement, a Final Fee equal to 4.5% of the $30.0 million Term D Loan was recognized and an additional $1.4 million was added to debt principal and a corresponding debt discount to be amortized over the life of the loan.

In connection with the Third Amendment, the Company issued warrants with an exercise price of $14.84 per share to purchase an aggregate of 50,537 shares of the Company’s common stock to Innovatus, Oxford, and certain of its affiliates (the “Third Amendment Warrants”). The Third Amendment Warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary of the funding date of the Term D Loan. The number of shares of common stock for which each Third Amendment Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Third Amendment Warrant.

A portion of the proceeds from the Term D Loan in the amount of $2.8 million was allocated to the Third Amendment Warrants based on their relative fair value to the underlying Term D Loan. The proceeds allocated to the Third Amendment Warrants were recorded as additional paid in capital in the accompanying balance sheets and were discounted from the Term D Loan. The relative fair value of the Third Amendment Warrants was based on the Black-Scholes model with the following assumptions: risk-free interest rate of 4.1%; expected volatility of 74.4%; expected life of 10.0 years; and expected dividend yield of 0%. The underlying stock price used in the analysis was the traded market price. The discount related to the Third Amendment Warrants is being amortized to interest expense ratably over the term of the Term D Loan.

Second Amendment

On July 28, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the A&R Loan Agreement with Innovatus, as collateral agent, and the Lenders including Innovatus in its capacity as a Lender and Oxford, pursuant to which Innovatus and Oxford, as Lenders, have agreed to make certain term loans (“Term Loans”) to the Company in the aggregate principal amount of up to $180 million. The A&R Loan Agreement was amended to (i) subject to certain terms and conditions, permit the issuance of the Notes discussed above and certain transactions in connection therewith, including the conversion thereof settled solely in common stock (together with cash in lieu of the issuance of any fractional share of common stock), (ii) permit capped call transactions in connection with the pricing of the Notes, (iii) require an amendment fee payable by the Company to Oxford in the amount of less than $0.1 million, which was paid upon execution of the Second Amendment, and (iv) extend to May 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00.

Further, in connection with the release of the topline data from the wild-type cohort of the VIKTORIA-1 Phase 3 clinical trial, the Company achieved the Term D Milestone (as defined in the A&R Loan Agreement) and therefore became eligible to draw an additional $30.0 million of indebtedness under the Term D Loan (as defined in the A&R Loan Agreement). As described above, the Term D Loan was disbursed to the Company in connection with the Third Amendment.

First Amendment

On May 13, 2025, the Company entered into the First Amendment (the “First Amendment”) to the A&R Loan Agreement, pursuant to which the Company agreed to (i) pay Oxford an amendment fee of less than $0.1 million on the effective date of the First Amendment, (ii) extend to March 9, 2026 the expiration date of Innovatus’ right to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00, (iii) extend the expiration date of the Term D Draw Period to the earlier of (x) August 31, 2025 and (y) the occurrence of an Event of Default (as defined in the A&R Loan Agreement), (iv) update the liquidity covenant to increase the Minimum Liquidity Percentage (as defined in the First Amendment) to 50% if the Company had failed to achieve the Term D Milestone prior to June 1, 2025 and to decrease the Minimum Liquidity Percentage back to 30% if the Company subsequently achieves the Term D Milestone prior to the end of the Term D Draw Period, and (v) release Innovatus and the Lenders from any and all claims arising out of or related to the A&R Loan Agreement, the First Amendment and related documentation.

May 30, 2024 Amendment and Restatement

On May 30, 2024, the Company entered into the A&R Loan Agreement. The A&R Loan Agreement amended and restated, in its entirety, that certain Loan and Security Agreement, dated April 8, 2021, as amended, between the Company and Innovatus, as collateral agent, and the Lenders named therein (the “Prior Loan Agreement”).

Funding of the first $100 million under the A&R Loan Agreement occurred on May 30, 2024, including tranche payments of $16.8 million (the “Term A Loan”) and $21.5 million (the “Term B Loan”) reflecting repayment of the principal amount of loans under the Prior Loan Agreement plus accrued payment-in-kind interest, in addition to $61.7 million of new borrowings (the “Term C Loan”). As described above, the Term D Loan was disbursed to the Company in connection with the Third Amendment. Prior to the Third Amendment, the Company also would have become eligible to draw on a fifth tranche of $50.0 million (the “Term E Loan”), upon achievement of certain clinical trial milestones and satisfaction of certain financial covenants. The Lenders also could have, in their sole discretion upon the Company’s request, made additional term loans to the Company of $45.0 million (the “Term F Loan”). Funding of these additional tranches was also subject to other customary conditions and limits on when the Company could have requested funding for such tranches. Costs associated with the new borrowings were approximately $2.4 million.

Pursuant to the A&R Loan Agreement, the Company is entitled to make interest-only payments for thirty-six months, or up to forty-eight months if certain conditions are met. The Term Loans bear interest at a rate equal to the sum of (a) the greater of (i) the Prime Rate (as defined in the A&R Loan Agreement) or (ii) 7.75%, plus (b) 2.85%, provided that 1.0% of such interest will be payable in-kind by adding an amount equal to such 1.0% of the outstanding principal amount to the then outstanding principal balance on a monthly basis through May 31, 2027. The A&R Loan Agreement is secured by all assets of the Company. Proceeds are being used for working capital purposes and to fund the Company’s general business requirements, including the ongoing Phase 3 VIKTORIA-1 clinical trial, the Phase 1b/2 CELC-G-201 clinical trial, and the Phase 3 VIKTORIA-2 clinical trial. The A&R Loan Agreement contains customary representations and warranties and covenants, subject to customary carve-outs, and includes financial covenants related to liquidity and other financial measures. Prior to the Second Amendment, Innovatus also had the right, at its election and until August 9, 2025, to convert up to 20% of the outstanding principal of the Term A Loan into shares of the Company’s common stock at a price per share of $10.00. Innovatus will continue to have the right to exercise a previously disclosed warrant granted to it under the Prior Loan Agreement to purchase 26,042 shares of common stock at a price per share of $14.40 through April 8, 2031.

The A&R Loan Agreement contains a Final Fee, which is equal to 4.5% of the initial funding of the agreement and is due on the earliest to occur of (a) the Maturity Date, (b) the acceleration of any Term Loan, and (c) the prepayment of the Term Loans. There is also a contingent non-utilization fee for the Term E Loans. Following the disbursement of the Term D Loan in connection with the Third Amendment, the non-utilization provisions related to the Term D Loan are no longer operative. The Term D Loan shall become due and payable on the earliest of (i) the termination of the Term D Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans. If the Company achieves the Term E Milestone and (i) fails to draw the full amount of the Term E Loan during the Term E Draw Period and (ii) fails to notify Collateral Agent, at any time before the date that is four weeks after the Company’s achievement of the Term E Milestone, of the Company’s intent not to draw the full amount of the Term E Loan, a non-utilization fee with respect to the Term E Loan shall become due and payable on the earliest of (i) the termination of the Term E Draw Period, (ii) the Maturity Date, (iii) the acceleration of any Term Loan, and (iv) the prepayment in whole of the Term Loans. After the 18-month anniversary of the Effective Date, the Company shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under the A&R Loan Agreement, provided the Company (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least seven business days prior to such prepayment, and (ii) pays to Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. At May 30, 2024, the Company recognized the Final Fee of $4.5 million as additional debt principal and a corresponding debt discount to be amortized over the life of the loan.

In connection with the funding of each of the Term C Loan and the Term D Loans, the Company agreed to issue to Innovatus and Oxford warrants to purchase that number of shares of the Company’s common stock equal to 2.5% of the principal amount of the applicable Term Loan divided by the exercise price, which was, with respect to the Term C Loan, equal to the lower of (i) the volume weighted average closing price of the Company’s common stock for the five-trading day period ending on the last trading day immediately preceding the execution of the A&R Loan Agreement or (ii) the closing price on the last trading day immediately preceding the execution of the A&R Loan Agreement. Accordingly, on May 30, 2024, the Company issued 103,876 warrants with an exercise price of $14.84 per share. The relative fair value of the warrants was approximately $1.2 million. For the Term D Loans, the exercise price was based on the lower of (i) the exercise price for the warrants issued pursuant to the Term C Loan or (ii) the volume weighted average closing price of the Company’s common stock for the five-trading day period ending on the last trading day immediately preceding the Term D Loan funding. Prior to the Third Amendment, the Company also was required to issue warrants to Innovatus and Oxford in connection with the funding of the Term E Loan and the Term F Loan. The warrants may be exercised on a cashless basis and are exercisable through the tenth anniversary of the applicable funding date. The number of shares of common stock for which each warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such warrant.

The Company evaluated the change of terms under ASC 470-50, Debt – Modification and Extinguishment with respect to the Third Amendment, the Second Amendment, the First Amendment and the A&R Loan Agreement and concluded the change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not an extinguishment of the debt.

Note payable, non-current consisted of the following (in thousands):

Schedule of Long-term Debt

	2025			2024
	As of December 31,
	2025			2024
Note payable	$	130,000		$	100,000
Add: Final fee		5,850			4,500
Add: PIK interest (added to principal)		1,697			593
Less: unamortized debt issuance costs		(2,619	)		(1,614	)
Less: unamortized debt discount		(8,401	)		(5,752	)
Total long-term debt	$	126,527		$	97,727

As of December 31, 2025, the fair value of the note payable, which differs from its carrying value, is determined using the Company’s estimated discount rate, volatility and risk-free rate, which are considered Level 3 inputs. As of December 31, 2025, the fair value of the note payable was $160.2 million. As of December 31, 2024, the carrying value of the note payable approximates the fair value (Level 3 inputs).

The debt issuance costs and discount will be amortized to interest expense over the term of the Notes based on the effective interest rate method. As of December 31, 2025 and 2024, the effective interest rate was 12.7% and 12.3%, respectively. During the year ended December 31, 2025, interest expense related to the note payable was $14.4 million, including $2.7 million related to discount amortization. During the year ended December 31, 2024, interest expense related to the note payable was $10.3 million, including $1.3 million related to discount amortization.

As of December 31, 2025, future principal payments, including the incurred PIK interest and Final Fee, are as follows (in thousands):

Year Ending December 31,
2028	$	43,899
2029		93,648
Total	$	137,547

As of December 31, 2025, the Company was in full compliance with all financial covenants of the Amended A&R Loan Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Schedule of Common Stock Warrants

As of December 31, 2025, the Company had the following common stock warrants outstanding:

Schedule of Common Stock Warrants

Issue Date

Expiration
Date

Warrants
Outstanding

Exercise
Price

Offering

1/21/2016

1/14/2026

28,716

7.56

Private placement offering – issued to placement agent

5/2/2016

5/2/2026

18,175

7.56

Private placement offering – issued to placement agent

4/28/2017

4/28/2027

32,458

8.42

Private placement offering – issued to placement agent

5/17/2017

5/17/2027

14,969

8.42

Private placement offering – issued to placement agent

4/8/2021

4/8/2031

26,042

14.40

Debt financing – issued to lender

5/30/2024

5/30/2034

84,227

14.84

Debt financing – issued to lender

5/30/2024

5/30/2034

19,649

14.84

Debt financing – issued to lender

9/9/2025

9/9/2035

25,269

14.84

Debt financing – issued to lender

9/9/2025

9/9/2035

25,268

14.84

Debt financing – issued to lender

10/18/2023

N/A

5,747,787

0.001

Private placement offering – issued to investors

7/31/2025

N/A

400,000

0.001

Equity offering – issued to underwriters

Total warrants outstanding

6,422,560

Schedule of Common Stock Warrants Outstanding

The following table summarizes the activity for all common stock warrants outstanding:

	Common stock warrants			Weighted- average exercise price per share
Outstanding as of December 31, 2024		11,268,939		$	4.04
Issued		450,537			1.67
Exercised		(5,282,375	)		8.07
Surrendered upon cashless exercise		(14,541	)		10.43
Expired		—			—
Outstanding as of December 31, 2025		6,422,560		$	0.53

Basis of Presentation and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

Accounting Estimates

Cash and Cash Equivalents

Investments

Fair Value of Financial Instruments

●	Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.
●	Level 2: Other than quoted prices included in Level 1, inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
●	Level 3: Unobservable inputs that are significant to the fair value measurement and supported by little or no market activity.

Concentration of Credit Risk

Allowance for Credit Losses

Property and Equipment

Estimated useful lives of property and equipment are as follows for the major classes of assets:

Asset description		Estimated useful life
Furniture and equipment		4 years
Leasehold improvements		Shorter of remaining lease term or estimated useful life

Leases

Capitalized Software Development Costs

Long-Lived Assets

Deferred Transaction Costs

Debt Issuance Costs

Comprehensive Loss

Commitments and Contingencies

Stock-Based Compensation

The Company has elected to account for forfeitures as they occur.

Stock Options

The price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date.

Restricted Stock

The Company records compensation expense based on the quoted fair value of the shares on the grant date over the requisite service period.

ESPP

Compensation expense for ESPP rights is recorded in line with each respective offering period.

Research and Development

Research and development costs are expensed as incurred. Research and development costs were $145.0 million and $104.2 million during the years ended December 31, 2025 and 2024, respectively.

Clinical Trial Costs

Licenses

Patent Costs

Income Taxes

Segment Data

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Schedule of Restricted Stock Award And Restricted Stock Unit Activity (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding shares \| shares	1,079
Weighted-average grant date fair value per share, outstanding \| $ / shares	$ 14.83
Granted shares \| shares	34,039
Weighted-average grant date fair value per share, granted \| $ / shares	$ 89.43
Vested shares \| shares	(1,079)
Weighted-average grant date fair value per share, vested \| $ / shares	$ 14.83
Forfeited shares \| shares	(6,600)
Weighted-average grant date fair value per share, forfeited \| $ / shares	$ 98.49
Outstanding shares \| shares	27,439
Weighted-average grant date fair value per share, outstanding \| $ / shares	$ 87.25

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Sep. 30, 2017	Aug. 31, 2012	Dec. 31, 2025	Dec. 31, 2024	Jan. 01, 2025	Jan. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense			$ 21,383	$ 6,988
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option vested percentage			25.00%
Option vested period			3 years
Stock based compensation expense related to modification			$ 200
Remaining stock based compensation expense related to modification			300
Stock-based compensation expense			$ 8,400
Weighted-average grant date fair value of options granted			$ 25.01	$ 11.22
Total intrinsic value of options exercised			$ 35,700	$ 600
Unrecognized compensation cost			$ 52,700
Weighted-average period			1 year 8 months 12 days
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense			$ 20,000	6,600
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost			$ 2,300
Weighted-average period			1 year 10 months 24 days
Stock-based compensation expense			$ 100	$ 100
Total fair value of restricted stock vested			$ 100
2012 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description		the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). The 2012 Plan provided for options, restricted stock awards, performance stock awards and stock bonuses. The exercise price of each option granted under the 2012 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2012 Plan is ten years. The Company’s board of directors administers the 2012 Plan and determines the provisions of incentive awards, including eligible recipients, number of shares subject to an incentive award, exercise price, vesting schedule, duration of an incentive award and other restrictions an incentive award may be subject to. In September 2017, the 2012 Plan was frozen and no further awards may be made under the 2012 Plan.
2017 Amended And Restated Stock Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description	the Company adopted the 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”). The 2017 Plan provides for the grant of options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. The exercise price of each option granted under the 2017 Plan is not less than 100% of the fair market value of one share on the date of grant. The maximum permitted term of options granted under the 2017 Plan is ten years. The 2017 Plan is generally administered by the compensation committee of the board of directors, which has the authority to interpret the 2017 Plan, grant awards and make all other determinations necessary for the administration of the 2017 Plan.
2017 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description	The number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year from 2026 to 2027 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31.
Change in common stock, shares reserved for issuance					371,432	255,060
Number of shares reserved for issuance, additional increases			3,000,000	1,500,000
Number of shares available for issuance			2,591,634
2017 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved for issuance description	The number of shares reserved for issuance under the ESPP automatically increases on January 1 of each year from 2023 to 2027 by the number of shares equal to 0.5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31.
Change in common stock, shares reserved for issuance					185,716	127,530
Number of shares available for issuance			469,576
Stock-based compensation expense			$ 1,300	$ 300
Employee stock purchase plan description	the Company adopted the 2017 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides participating employees with an opportunity to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees unless they are employed for less than 20 hours per week or own 5% or more of the total combined voting power or value of the Company’s common stock. The ESPP is administered using overlapping 24 month offering periods (the “Offering Periods”). Each Offering Period has four six-month purchase periods. A new Offering Period and purchase period begin every six months on May 1 and November 1 of each year. Participating employees may purchase common stock, on a voluntary after tax-basis, at a price equal to 85% of the fair market value of a share of common stock on either the offering date or the purchase date, whichever is lower. If the purchase date has a lower price, the employee will automatically be placed in the Offering Period beginning immediately after the purchase date.

Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
Note payable	$ 130,000	$ 100,000
Add: Final fee	5,850	4,500
Add: PIK interest (added to principal)	1,697	593
Less: unamortized debt issuance costs	(2,619)	(1,614)
Less: unamortized debt discount	(8,401)	(5,752)
Total long-term debt	$ 126,527	$ 97,727

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 165,703	$ 22,515
Investments	275,794	212,589
Prepaid clinical trial costs	18,896	6,769
Other current assets	5,266	2,698
Total current assets	465,659	244,571
Property and equipment, net	499	336
Operating lease right-of-use assets	51	216
Other non-current assets	349
Total assets	466,558	245,123
Current liabilities:
Accounts payable	6,407	9,366
Accrued clinical trial costs	16,826	16,708
Other accrued expenses	20,865	5,477
Operating lease liabilities, current	54	172
Total current liabilities	44,152	31,723
Operating lease liabilities, non-current		54
Convertible debt	195,324
Note payable, non-current	126,527	97,727
Total liabilities	366,003	129,504
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value: 2,500,000 shares authorized as of December 31, 2025 and 2024; 0 and 317,577 shares issued and outstanding as of December 31, 2025 and 2024, respectively
Common stock, $0.001 par value: 95,000,000 shares authorized as of December 31, 2025 and 2024; 48,244,960 and 37,143,242 shares issued and outstanding as of December 31, 2025 and 2024, respectively	48	37
Additional paid-in capital	549,404	387,437
Accumulated deficit	(448,897)	(271,855)
Total stockholders’ equity	100,555	115,619
Total liabilities and stockholders’ equity	$ 466,558	$ 245,123

License Agreement (Details Narrative) - USD ($) $ in Millions		1 Months Ended
	Apr. 08, 2021	Jun. 30, 2025
Pfizer License Agreement [Member]
Payment for upfront fees	$ 5.0
Pfizer License Agreement [Member] \| Common Stock [Member]
Issuance of common stock shares to Pfizer pursuant to an Equity Grant Agreement	349,406
License Agreement [Member]
Payment on milestone event one	$ 5.0
Research and development expense		$ 5.0
License Agreement [Member] \| Maximum [Member]
Aggregate value of milestone events	$ 335.0

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Operating expenses:
Research and development	$ 144,995	$ 104,203
General and administrative	27,197	9,064
Total operating expenses	172,192	113,267
Loss from operations	(172,192)	(113,267)
Other (expense) income:
Interest expense	(17,148)	(10,280)
Interest income	12,298	11,768
Other (expense) income, net	(4,850)	1,488
Net loss before income taxes	(177,042)	(111,779)
Income taxes
Net loss	$ (177,042)	$ (111,779)
Net loss per share, basic	$ (3.79)	$ (2.83)
Net loss per share, diluted	$ (3.79)	$ (2.83)
Weighted average common shares outstanding, basic	46,757,691	39,449,393
Weighted average common shares outstanding, diluted	46,757,691	39,449,393

Property and Equipment

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment

5. Property and Equipment

Property and equipment, net consisted of the following (in thousands):

Summary of Property and Equipment


	As of December 31,
	2025			2024
Furniture and equipment	$	2,354		$	2,025
Leasehold improvements		304			303
Total property and equipment, gross		2,658			2,328
Less: Accumulated depreciation		(2,159	)		(1,992	)
Total property and equipment, net	$	499		$	336

Depreciation expense was $0.2 million and $0.1 million during the years ended December 31, 2025 and 2024, respectively.

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Common Share

3. Net Loss Per Common Share

Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the options, convertible note, warrants, restricted stock and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same.

The following table summarizes the potentially-dilutive shares that have been excluded from the calculation of diluted weighted-average shares outstanding because their inclusion would be anti-dilutive:

	2025		2024
	Year Ended December 31,
	2025		2024
Options to purchase common stock		5,842,485		4,306,977
Convertible note as-if-converted-to-common stock		5,296,053		—
Warrants to purchase common stock		274,773		5,521,152
Restricted common stock		27,439		1,079
Preferred stock as-if-converted-to-common stock		—		3,175,770
Total		11,440,750		13,004,978

The maximum number of shares of common stock issuable upon conversion of the Notes is 5,296,053. As of December 31, 2025, the number of shares issuable based on the Company’s closing common stock price would be 3,923,002 if the Notes were converted in full.

During the years ended December 31, 2025 and 2024, pre-funded warrant shares of 6,147,787 and 5,747,787, respectively, were included in the computation of basic and diluted net loss per share, as the pre-funded warrants are exercisable for nominal consideration.

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

No income tax benefit was recorded during the years ended December 31, 2025 and 2024, due to net losses and recognition of a valuation allowance. The following table, which reflects the Company’s retrospective adoption of ASU 2023-09, presents a reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate, including the amount (in thousands):

	Amount			%			Amount			%
	Year Ended December 31,
	2025						2024
	Amount			%			Amount			%
Tax benefit at statutory rate	$	(37,179	)		21.0	%	$	(23,474	)		21.0	%
State income tax benefit, net of federal tax effect		(14	)		—			(3	)		—
Federal change in valuation allowance on deferred tax assets		38,249			(21.6	)		23,797			(21.3	)
Federal research and development credits		(1,358	)		0.8			(982	)		0.9
Prior year adjustments		(343	)		0.2			(3	)		—
Non-deductible items		645			(0.4	)		665			(0.6	)
Income tax expense (benefit)	$	—			—	%	$	—			—	%

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing a series of corporate tax changes in the U.S., including 100% bonus depreciation on qualified property and full expensing of domestic research and development expenditures. The impacts of OBBBA are reflected in our results of operations during the year ended December 31, 2025. OBBBA did not have a material impact on the Company’s effective income tax rate and its net deferred tax assets as the Company maintains a full valuation allowance.

Deferred tax assets (liabilities) reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, Income Taxes, the Company recorded a valuation allowance to fully offset the net deferred tax assets as of December 31, 2025 and 2024, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets (liabilities) were (in thousands):

	2025			2024
	As of December 31,
	2025			2024
Gross deferred tax assets (liabilities):
Accrued expenses	$	253		$	459
Stock-based compensation		6,056			2,861
Property and equipment		463			420
Right-of-use assets		(11	)		(45	)
Lease liabilities		12			48
Section 174 expenditures		48,070			30,133
Start-up expenditures		21,955			12,998
Net operating losses and tax credits		23,483			13,340
Deferred tax assets before valuation allowance		100,281			60,214
Valuation allowance		(100,281	)		(60,214	)
Net deferred tax assets	$	—		$	—

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of $83.3 million and $4.8 million, respectively. The federal and state net operating loss carryforwards for 2017 will begin to expire during the year ending December 31, 2037. The federal net operating loss carryforwards starting in 2018 have no expiration. These deferred tax assets were subject to a full valuation allowance as of December 31, 2025 and 2024.

As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards resulting in deferred tax assets of $4.3 million and $2.0 million, respectively. The federal and state credit carryforwards will begin to expire during the years ending December 31, 2038 and December 31, 2033, respectively. These deferred tax assets were subject to a full valuation allowance as of December 31, 2025 and 2024.

Under the provisions of Section 382 of the Internal Revenue Code of 1986, certain substantial changes in the Company’s ownership, including a sale of the Company, or significant changes in ownership due to sales of equity, may limit in the future the amount of net operating loss carryforwards available to offset future taxable income.

The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more-likely-than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. As of December 31, 2025 and 2024, the Company had no significant uncertain tax positions. There are no unrecognized tax benefits included on the balance sheets that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.

The Company is no longer subject to U.S. federal income tax examinations for years before 2022, although carryforward attributes that were generated before 2022 may still be adjusted upon examination if used in a future period. State income tax statutes vary by jurisdiction. In most states in which the Company operates, the statute of limitations remains open for four years, and accordingly, the Company is generally no longer subject to state income tax examinations for years before 2021.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expenses. As of December 31, 2025, the Company had no accrued interest or penalties and no amounts were recognized in the statements of operations.

During the years ended December 31, 2025 and 2024, the Company made state tax payments which were deemed immaterial.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

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

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

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

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

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

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

+ Details

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]
Income tax benefit
Federal net operating loss carryforwards	83,300,000
State net operating loss carryforwards	4,800,000
Uncertain tax positions	0	0
Unrecognized tax benefits	0	$ 0
Accrued interest or penalties	0
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Tax credit carryforwards	4,300,000
State and Local Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Tax credit carryforwards	$ 2,000,000.0

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,440,750	13,004,978
Preferred Stock On An As If Converted To Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		3,175,770
Options To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,842,485	4,306,977
Convertible notes to common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,296,053
Warrants To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	274,773	5,521,152
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	27,439	1,079

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

	Amount			%			Amount			%
	Year Ended December 31,
	2025						2024
	Amount			%			Amount			%
Tax benefit at statutory rate	$	(37,179	)		21.0	%	$	(23,474	)		21.0	%
State income tax benefit, net of federal tax effect		(14	)		—			(3	)		—
Federal change in valuation allowance on deferred tax assets		38,249			(21.6	)		23,797			(21.3	)
Federal research and development credits		(1,358	)		0.8			(982	)		0.9
Prior year adjustments		(343	)		0.2			(3	)		—
Non-deductible items		645			(0.4	)		665			(0.6	)
Income tax expense (benefit)	$	—			—	%	$	—			—	%

Schedule of Deferred Tax Assets and Liabilities

	2025			2024
	As of December 31,
	2025			2024
Gross deferred tax assets (liabilities):
Accrued expenses	$	253		$	459
Stock-based compensation		6,056			2,861
Property and equipment		463			420
Right-of-use assets		(11	)		(45	)
Lease liabilities		12			48
Section 174 expenditures		48,070			30,133
Start-up expenditures		21,955			12,998
Net operating losses and tax credits		23,483			13,340
Deferred tax assets before valuation allowance		100,281			60,214
Valuation allowance		(100,281	)		(60,214	)
Net deferred tax assets	$	—		$	—

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Accrued expenses	$ 253	$ 459
Stock-based compensation	6,056	2,861
Property and equipment	463	420
Right-of-use assets	(11)	(45)
Lease liabilities	12	48
Section 174 expenditures	48,070	30,133
Start-up expenditures	21,955	12,998
Net operating losses and tax credits	23,483	13,340
Deferred tax assets before valuation allowance	100,281	60,214
Valuation allowance	(100,281)	(60,214)
Net deferred tax assets

Organization and Liquidity

12 Months Ended

Dec. 31, 2025

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Liquidity

1. Organization and Liquidity

Organization

Celcuity Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company focused on the development of targeted therapies for the treatment of multiple solid tumor indications. The Company’s lead therapeutic candidate is gedatolisib, a kinase inhibitor of the phosphatidylinositol 3-kinase (“PI3K”), serine/threonine-protein kinase protein kinase B (“AKT”), mechanistic target of rapamycin (“mTOR”) pathway that binds to all class I PI3K isoforms and the mTOR complexes, mTORC1 and mTORC2. By targeting all class I PI3K isoforms and mTORC1/2, gedatolisib induces comprehensive inhibition of the PI3K/AKT/mTOR (“PAM”) pathway. Its mechanism of action and pharmacokinetic properties are differentiated from other currently approved and investigational therapies that target PI3Kα, AKT, or mTORC1 alone or together. A Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with hormone receptor-positive (HR+), human epidermal growth factor receptor 2-negative (HER2-) (“HR+/HER2-”) advanced breast cancer (“ABC”) has completed enrollment and reported detailed results for cohort 1, patients with PIK3CA wild-type (“WT”) tumors, and has completed enrollment of cohort 2, patients with PIK3CA mutant-type (“MT”) tumors. Our Phase 3 clinical trial, VIKTORIA-2, evaluating gedatolisib in combination with a cyclin-dependent kinase (“CDK”) 4/6 inhibitor and fulvestrant as first-line treatment for patients with endocrine treatment resistant HR+/HER2- ABC is ongoing. A Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer, is ongoing. The Company was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. Laing and is based in Minnesota. The Company has not generated any revenue to date.

Liquidity

Since inception, the Company has not generated any revenue from product sales or other sources and has incurred operating losses and negative cash flows from operations. The Company’s primary uses of cash, cash equivalents, and investments to date have been funding clinical trials and research and development activities, the scaling of commercial launch related activities such as marketing, supply chain, distribution, market access and other commercial operations, business planning, establishing and maintaining the Company’s intellectual property portfolio, hiring personnel, leasing premises and associated capital expenditures, raising capital, and providing general and administrative support for these operations. As of December 31, 2025, the Company had an accumulated deficit of $448.9 million. To date, the Company has funded operations primarily through private placements, registered offerings of its equity securities, convertible notes, and borrowings under loan agreements.

As of December 31, 2025, the Company had $441.5 million in cash, cash equivalents and short-term investments. The Company believes its existing cash, cash equivalents and short-term investments will be sufficient to fund planned operations for at least one year from the issuance of these financial statements.

The Company is subject to risks common to companies in the development stage including, but not limited to, the clinical and commercial success of its initial drug product, gedatolisib, the regulatory approval of gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition.

Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Statement of Cash Flows [Abstract]
Proceeds from convertible note payable, net of debt issuance cost and discount	$ 6,246	$ 0
Debt issuance costs and discount	$ 2,255	$ 2,438

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (177,042)	$ (111,779)
Adjustments to reconcile net loss to net cash and cash equivalents used in operations:
Depreciation	167	130
Stock-based compensation	21,383	6,988
Amortization of debt issuance costs and discount	3,137	1,331
Payment-in-kind interest	1,104	1,364
Non-cash operating lease expense	(7)
Change in accrued interest income	630	150
Changes in operating assets and liabilities:
Prepaid clinical trial costs	(12,127)	(1,994)
Other current and non-current assets	(2,991)	2,770
Accounts payable	(3,040)	4,316
Accrued clinical trial costs	118	10,244
Other accrued expenses	15,388	3,013
Net cash used in operating activities	(153,280)	(83,467)
Cash flows from investing activities:
Proceeds from maturities of investments	332,507	642,346
Purchases of investments	(396,342)	(705,165)
Purchases of property and equipment	(249)	(250)
Net cash used in investing activities	(64,084)	(63,069)
Cash flows from financing activities:
Proceeds from employee stock purchases	711	276
Proceeds from exercise of common stock options	3,485	770
Proceeds from exercise of common stock warrants	42,061	14,736
Proceeds from convertible debt, net of debt issuance costs of $6,246 and $0 during the years ended December 31, 2025 and 2024, respectively	195,004
Proceeds from note payable, net of debt issuance costs of $2,255 and $2,438 during the years ended December 31, 2025 and 2024, respectively	27,745	59,226
Proceeds from equity offering, net of underwriting discounts and offering costs	91,592	56,252
Proceeds from an ATM offering, net of issuance costs		7,356
Payments for secondary registration statement costs	(46)	(228)
Net cash provided by financing activities	360,552	138,388
Net change in cash and cash equivalents	143,188	(8,148)
Cash and cash equivalents:
Beginning of period	22,515	30,663
End of period	165,703	22,515
Supplemental disclosure of cash flow information:
Cash paid for interest	10,348	7,586
Cash paid for operating leases	220	325
Supplemental disclosures of non-cash investing and financing activities:
Common stock warrants issued with the note payable transaction	2,786	1,229
Property and equipment included in accounts payable	82	1
Deferred financing, offering and registration statement costs included in accounts payable		$ 42

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	0	317,577
Preferred stock, shares outstanding	0	317,577
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	95,000,000	95,000,000
Common stock, shares issued	48,244,960	37,143,242
Common stock, shares outstanding	48,244,960	37,143,242

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment, net consisted of the following (in thousands):

Summary of Property and Equipment


	As of December 31,
	2025			2024
Furniture and equipment	$	2,354		$	2,025
Leasehold improvements		304			303
Total property and equipment, gross		2,658			2,328
Less: Accumulated depreciation		(2,159	)		(1,992	)
Total property and equipment, net	$	499		$	336

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding

	2025		2024
	Year Ended December 31,
	2025		2024
Options to purchase common stock		5,842,485		4,306,977
Convertible note as-if-converted-to-common stock		5,296,053		—
Warrants to purchase common stock		274,773		5,521,152
Restricted common stock		27,439		1,079
Preferred stock as-if-converted-to-common stock		—		3,175,770
Total		11,440,750		13,004,978

Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Stockholders’ Equity

8. Stockholders’ Equity

Capital Stock

As of December 31, 2025, the Company’s authorized capital stock consisted of 95,000,000 shares of common stock, of which 48,244,960 shares were outstanding, and 2,500,000 shares of preferred stock, including 1,850,000 shares designated as Series A Preferred Stock, of which none were outstanding. As of December 31, 2025, no dividends have been declared on the Company’s capital stock.

July 2025 Equity Offering

On July 30, 2025, the Company entered into an underwriting agreement (the “Equity Underwriting Agreement”) with Jefferies LLC (“Jefferies”), TD Securities (USA) LLC, and Leerink Partners LLC as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”) agreeing, subject to customary conditions, to issue and sell in a public offering (i) 1,836,842 shares (the “Shares”) of the Company’s common stock, at a price to the public of $38.00 per Share and (ii) in lieu of Shares to certain investors, pre-funded warrants to purchase up to 400,000 shares of common stock (the “Pre-Funded Warrants”), at a price to the public of $37.999 per Pre-Funded Warrant, which represents the per share public offering price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant (the “Equity Offering”). In addition, pursuant to the Equity Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 335,526 shares of common stock (the “Option Shares”), less underwriting discounts and commissions. The Underwriters exercised their option to purchase the Option Shares in full on July 30, 2025. The Equity Offering was completed on July 31, 2025.

The net proceeds from the Equity Offering, after deducting underwriting discounts and commissions and offering expenses, were $91.6 million, including the proceeds from the Underwriters’ exercise of their option in full to purchase the Option Shares. The Company may also receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.001 per share, or alternatively, at the election of each holder, shares of common stock may be issued through a cashless exercise, with the net number of shares of common stock determined according to the formula set forth in each Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after the date of issuance until all of the Pre-Funded Warrants are exercised. A holder (together with its “attribution parties,” as defined in the Pre-Funded Warrant) may not exercise any portion of the Pre-Funded Warrants if immediately after exercise, the holder (together with its attribution parties), would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise. However, a holder may increase or decrease such percentage to any other percentage not in excess of 19.99%, which increase or decrease shall not become effective until 61 days after notice from the holder to the Company.

Sale and Issuance of Stock

On May 30, 2024, the Company entered into an underwriting agreement with Leerink Partners LLC, TD Securities (USA) LLC and Stifel, Nicolaus & Company, Incorporated as representatives of the several underwriters relating to the issuance and sale of 3,871,000 shares of common stock, at a price to the public of $15.50 per share, generating gross proceeds of $60.0 million. The offering closed on May 31, 2024 and resulted in net proceeds to the Company of $56.3 million after deducting underwriting discounts and other offering expenses payable by the Company.

On May 8, 2024, pursuant to an Open Market Sale Agreement with Jefferies, as agent, the Company sold 149,700 shares of common stock in a single transaction at a price of $17.65 per share, generating gross proceeds of $2.6 million.

On April 22, 2024, pursuant to an Open Market Sale Agreement with Jefferies, as agent, the Company sold 285,714 shares of common stock in a single transaction at a price of $17.50 per share, generating gross proceeds of $5.0 million.

Commissions and other offering expenses related to the Open Market Sale Agreement transactions in May and April 2024 were $0.3 million.

Common Stock Warrants

As of December 31, 2025, the Company had the following common stock warrants outstanding:

Schedule of Common Stock Warrants

Issue Date

Expiration
Date

Warrants
Outstanding

Exercise
Price

Offering

1/21/2016

1/14/2026

28,716

7.56

Private placement offering – issued to placement agent

5/2/2016

5/2/2026

18,175

7.56

Private placement offering – issued to placement agent

4/28/2017

4/28/2027

32,458

8.42

Private placement offering – issued to placement agent

5/17/2017

5/17/2027

14,969

8.42

Private placement offering – issued to placement agent

4/8/2021

4/8/2031

26,042

14.40

Debt financing – issued to lender

5/30/2024

5/30/2034

84,227

14.84

Debt financing – issued to lender

5/30/2024

5/30/2034

19,649

14.84

Debt financing – issued to lender

9/9/2025

9/9/2035

25,269

14.84

Debt financing – issued to lender

9/9/2025

9/9/2035

25,268

14.84

Debt financing – issued to lender

10/18/2023

N/A

5,747,787

0.001

Private placement offering – issued to investors

7/31/2025

N/A

400,000

0.001

Equity offering – issued to underwriters

Total warrants outstanding

6,422,560

Pre-Funded Warrants

On October 18, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors in a private placement pre-funded warrants to purchase up to 5,747,787 shares of the Company’s common stock, par value $0.001 per share. Each warrant to purchase one share had a purchase price of $8.699 per share, and an exercise price of $0.001 per share for the common stock issuable upon exercise of the warrant.

Each warrant is immediately exercisable and will not expire. Under the terms of the warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise any portion of any warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of common stock would or could be aggregated with the holder’s or any of the holder’s affiliates for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) would exceed 4.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC (the “Maximum Percentage”). A holder may reset the Maximum Percentage to a higher percentage (not to exceed 19.99%), effective 61 days after written notice to the Company, or a lower percentage, effective immediately upon written notice to the Company. Any such increase or decrease will apply only to that holder and not to any other holder of warrants.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The following table summarizes the activity for all common stock warrants outstanding:

	Common stock warrants			Weighted- average exercise price per share
Outstanding as of December 31, 2024		11,268,939		$	4.04
Issued		450,537			1.67
Exercised		(5,282,375	)		8.07
Surrendered upon cashless exercise		(14,541	)		10.43
Expired		—			—
Outstanding as of December 31, 2025		6,422,560		$	0.53

During the year ended December 31, 2024, several of the Company’s investors exercised 1,827,357 common stock warrants, net of shares withheld for the exercise price, at exercise prices ranging between $8.05 and $9.50 per share, which generated $14.7 million in cash. During the year ended December 31, 2024, 3,544 common stock warrants expired.

Preferred Stock

Series A preferred stock

The Series A preferred stock is non-voting, and each share is convertible at the option of the holder, subject to certain limitations, into 10 shares of common stock. Holders of Series A preferred stock are entitled to receive dividends, on an as-if-converted-to-common stock basis, when, as and if, and in the same form as, dividends are actually paid on the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, or in the event of a Deemed Liquidation Event (as defined in the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock), the holders of Series A preferred stock are entitled to be paid from assets of the Company available for distribution to its stockholders, before any payment is made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the original issue price ($5.75 on an as-converted-to-common stock basis), plus all accrued and unpaid dividends and (ii) the amount that the holder would have been entitled to receive at such time if the Series A preferred stock were converted into common stock. The Company may not, without the consent of holders of a majority of the outstanding shares of Series A preferred stock, amend its charter in a manner that adversely affects the powers, preferences or rights of the Series A preferred stock or issue or obligate itself to issue shares of any additional class or series of capital stock unless the same ranks junior to the Series A preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company and the payment of dividends.

During the year ended December 31, 2025, 317,577 shares of Series A preferred stock were converted into 3,175,770 shares of common stock. As of December 31, 2025, no shares of Series A preferred stock were outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Name Accounting Standards Codification
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+ Details

Investments (Tables)

12 Months Ended

Dec. 31, 2025

Investments, All Other Investments [Abstract]

Schedule of Investment

The following tables summarize the Company’s held-to-maturity investments (in thousands):

Schedule of Investment

	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
	As of December 31, 2025
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
U.S. treasury securities	$	275,794	$	225	$	—	$	276,019
Total	$	275,794	$	225	$	—	$	276,019

	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
	As of December 31, 2024
	Amortized Cost, as Adjusted		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
U.S. treasury securities	$	212,589	$	82	$	—	$	212,671
Total	$	212,589	$	82	$	—	$	212,671

Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2023	$ 26	$ 1	$ 299,818	$ (160,076)	$ 139,769
Balance, shares at Dec. 31, 2023	25,506,012	854,134
Stock-based compensation			6,988		6,988
Stock-based compensation, shares	1,429
Conversion of preferred stock to common stock	$ 5	$ (1)	(4)
Conversion of preferred stock to common stock, shares	5,365,570	(536,557)
Employee stock purchases			276		276
Employee stock purchases, shares	33,215
Exercise of common stock options, net of shares withheld for exercise price			770		770
Exercise of common stock options, net of shares withheld for exercise price, shares	103,245
Exercise of common stock warrants, net of shares withheld for exercise price	$ 2		14,734		14,736
Exercise of common stock warrants, net of shares withheld for exercise price, shares	1,827,357
Issuance of common stock in an ATM offering, net of issuance costs			7,378		7,378
Issuance of common stock in an ATM offering, net of issuance costs, shares	435,414
Issuance of common stock upon closing of equity offering, net of underwriting discounts and offering costs	$ 4		56,248		56,252
Issuance of common stock upon closing of equity offering, net of underwriting discounts and offering costs, shares	3,871,000
Issuance of common stock warrants, note payable			1,229		1,229
Net loss				(111,779)	(111,779)
Balance at Dec. 31, 2024	$ 37		387,437	(271,855)	115,619
Balance, shares at Dec. 31, 2024	37,143,242	317,577
Stock-based compensation			21,383		21,383
Stock-based compensation, shares	1,029
Conversion of preferred stock to common stock	$ 3		(3)
Conversion of preferred stock to common stock, shares	3,175,770	(317,577)
Employee stock purchases			711		711
Employee stock purchases, shares	77,090
Exercise of common stock options, net of shares withheld for exercise price			3,485		3,485
Exercise of common stock options, net of shares withheld for exercise price, shares	393,086
Exercise of common stock warrants, net of shares withheld for exercise price	$ 6		42,055		42,061
Exercise of common stock warrants, net of shares withheld for exercise price, shares	5,282,375
Issuance of common stock upon closing of equity offering, net of underwriting discounts and offering costs	$ 2		91,550		91,552
Issuance of common stock upon closing of equity offering, net of underwriting discounts and offering costs, shares	2,172,368
Net loss				(177,042)	(177,042)
Issuance of common stock warrants in connection with note agreement			2,786		2,786
Balance at Dec. 31, 2025	$ 48		$ 549,404	$ (448,897)	$ 100,555
Balance, shares at Dec. 31, 2025	48,244,960

Debt (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Note payable, non-current consisted of the following (in thousands):

Schedule of Long-term Debt

	2025			2024
	As of December 31,
	2025			2024
Note payable	$	130,000		$	100,000
Add: Final fee		5,850			4,500
Add: PIK interest (added to principal)		1,697			593
Less: unamortized debt issuance costs		(2,619	)		(1,614	)
Less: unamortized debt discount		(8,401	)		(5,752	)
Total long-term debt	$	126,527		$	97,727

Schedule of Long Term Debt Future Principal Payments

As of December 31, 2025, future principal payments, including the incurred PIK interest and Final Fee, are as follows (in thousands):

Year Ending December 31,
2028	$	43,899
2029		93,648
Total	$	137,547

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Schedule of Long Term Debt Future Principal Payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Debt Disclosure [Abstract]
2028	$ 43,899
2029	93,648
Total	$ 137,547

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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+ Details

License Agreement

12 Months Ended

Dec. 31, 2025

License Agreement

License Agreement

11. License Agreement

On April 8, 2021, the Company entered into a license agreement with Pfizer Inc. (“Pfizer”) to research, develop, manufacture and commercialize gedatolisib. During 2021, the Company paid $5.0 million in upfront fees and issued 349,406 shares of the Company’s common stock to Pfizer pursuant to an Equity Grant Agreement.

The Company is also required to make milestone payments to Pfizer upon achievement of certain development and commercial milestone events, up to an aggregate of $335.0 million. One of these milestone events requires a $5.0 million payment within 60 days following the FDA regulatory filing of a New Drug Application (“NDA”) for gedatolisib. The FDA granted the Company’s request to submit its NDA via the FDA’s Real-Time Oncology Review (“RTOR”) program, and the Company completed its final NDA submission to the FDA in November 2025. The Company recorded the $5.0 million NDA filing milestone as research and development expense in June 2025. As of December 31, 2025, this amount was included in other accrued expenses on the Company’s balance sheets. Additionally, the Company will pay Pfizer tiered royalties on sales of gedatolisib at percentages ranging from the low to mid-teens, which may be subject to deductions for expiration of valid patent claims, amounts due under third-party licenses and generic competition. Unless earlier terminated, the license agreement will expire upon the expiration of all royalty obligations. The royalty period will expire on a country-by-country basis upon the later of (a) 12 years following the date of first commercial sale of such product in such country, (b) the expiration of all regulatory or data exclusivity in such country for such product, or (c) the date upon which the manufacture, use, sale, offer for sale or importation of such product in such country would no longer infringe, but for the license granted in the license agreement, a valid claim of a licensed patent right.

The Company has the right to terminate the license agreement for convenience upon 90 days’ prior written notice. Pfizer may not terminate the agreement for convenience. Either the Company or Pfizer may terminate the license agreement if the other party is in material breach and such breach is not cured within the specified cure period. In addition, either the Company or Pfizer may terminate the license agreement in the event of specified insolvency events involving the other party.