FORTE BIOSCIENCES, INC., 10-K filed on 3/31/2026
Annual Report
v3.26.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2025
Mar. 27, 2026
Jun. 30, 2025
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2025    
Document Fiscal Year Focus 2025    
Document Fiscal Period Focus FY    
Entity Interactive Data Current Yes    
Trading Symbol FBRX    
Entity Current Reporting Status Yes    
Entity Registrant Name FORTE BIOSCIENCES, INC.    
Entity Central Index Key 0001419041    
Current Fiscal Year End Date --12-31    
Entity Filer Category Non-accelerated Filer    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Shell Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Small Business true    
Entity Emerging Growth Company false    
Title of 12(b) Security Common Stock    
Security Exchange Name NASDAQ    
Entity File Number 001-38052    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 26-1243872    
Entity Address, Address Line One 3060 Pegasus Park Drive, Building 6    
Entity Address, City or Town Dallas    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 75247    
City Area Code 310    
Local Phone Number 618-6994    
Document Annual Report true    
Document Transition Report false    
Entity Public Float     $ 157.0
Entity Common Stock, Shares Outstanding   13,885,668  
Auditor Name KPMG LLP    
Auditor Firm ID 185    
Auditor Location San Diego, California    
Auditor Opinion

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Forte Biosciences, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

    
Documents Incorporated by Reference

Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission, or SEC, subsequent to the date hereof pursuant to Regulation 14A in connection with the Registrant’s 2026 Annual Meeting of Stockholders will be incorporated by reference into Part III of this Annual Report on Form 10-K assuming such proxy statement is filed with the SEC not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2025. If such proxy statement is not filed on or before such date, the information called for by Part III will be filed as part of an amendment to this Annual Report on Form 10-K on or before such date.

    
v3.26.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 76,957 $ 22,244
Short-term investments   36,121
Prepaid expenses and other current assets 3,632 2,981
Total current assets 80,589 61,346
Property and equipment, net 129 77
Other assets 2,061 138
Total assets 82,779 61,561
Current liabilities:    
Accounts payable 9,989 4,879
Accrued liabilities 10,762 4,202
Total current liabilities 20,751 9,081
Income tax payable 1,037  
Total liabilities 21,788 9,081
Commitments and contingencies (Note 6)
Stockholders’ equity    
Common stock, $0.001 par value: 200,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 12,948,308 and 6,393,323 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 13 6
Additional paid-in capital 284,348 206,461
Accumulated other comprehensive income 3 11
Accumulated deficit (223,373) (153,998)
Total stockholders’ equity 60,991 52,480
Total liabilities and stockholders' equity $ 82,779 $ 61,561
v3.26.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 12,948,308 6,393,323
Common stock, shares outstanding 12,948,308 6,393,323
v3.26.1
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating expenses:    
Research and development $ 57,647 $ 20,714
Research and development - related party 600 479
General and administrative 12,410 15,409
Total operating expenses 70,657 36,602
Loss from operations (70,657) (36,602)
Interest income 2,715 1,314
Other expense, net (396) (190)
Total other income, net 2,319 1,124
Net loss before taxes (68,338) (35,478)
Income tax expense 1,037 0
Net loss $ (69,375) $ (35,478)
Net loss per share - basic $ (4.71) $ (12.17)
Net loss per share - diluted $ (4.71) $ (12.17)
Weighted average shares and pre-funded warrants outstanding, basic 14,717,734 2,915,894
Weighted average shares and pre-funded warrants outstanding, diluted 14,717,734 2,915,894
Comprehensive Loss:    
Net loss $ (69,375) $ (35,478)
Unrealized (loss) gain on available-for-sale securities, net (8) 7
Comprehensive loss $ (69,383) $ (35,471)
v3.26.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Beginning balance at Dec. 31, 2023 $ 35,314 $ 1 $ 153,829 $ 4 $ (118,520)
Beginning balance, shares at Dec. 31, 2023   1,453,402      
Issuance of common stock under ESPP 14   14    
Issuance of common stock under ESPP, shares   958      
Issuance of common stock and pre-funded warrants in PIPE financing, net of offering costs 49,564 $ 5 49,559    
Issuance of common stock and pre-funded warrants in PIPE financing, net of offering costs (in Shares)   4,931,389      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (35)   (35)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   7,721      
Stock-based compensation 3,095   3,095    
Unrealized gain (loss) on available-for-sale securities, net 7     7  
Settlement of fractional shares paid in cash (1)   (1)    
Settlement of fractional shares paid in cash, shares   (147)      
Net loss (35,478)       (35,478)
Ending Balance at Dec. 31, 2024 52,480 $ 6 206,461 11 (153,998)
Ending balance, shares at Dec. 31, 2024   6,393,323      
Issuance of common stock under ESPP 18   18    
Issuance of common stock under ESPP, shares   1,658      
Issuance of common stock and pre-funded warrants in public offering, net of offering costs 69,941 $ 6 69,935    
Issuance of common stock and pre-funded warrants in public offering, net of offering costs, shares   5,630,450      
Issuance of common stock upon exercise of underwriter option, net of offering costs 1,672   1,672    
Issuance of common stock upon exercise of underwriter option, net of offering costs, shares   148,258      
Issuance of common stock upon vesting of restricted stock units, net of taxes paid (29)   (29)    
Issuance of common stock upon vesting of restricted stock units, net of taxes paid, shares   31,972      
Cashless exercise of warrants, shares   251,082      
Exercise of common stock options and warrants 34 $ 1 33    
Exercise of common stock options and warrants, shares   491,565      
Stock-based compensation 6,258   6,258    
Unrealized gain (loss) on available-for-sale securities, net (8)     (8)  
Net loss (69,375)       (69,375)
Ending Balance at Dec. 31, 2025 $ 60,991 $ 13 $ 284,348 $ 3 $ (223,373)
Ending balance, shares at Dec. 31, 2025   12,948,308      
v3.26.1
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Offering costs   $ 3,436
Pre funded warrants    
Offering costs $ 5,058  
Underwriter Option    
Offering costs $ 107  
v3.26.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Cash flows from operating activities:    
Net loss $ (69,375) $ (35,478)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 64 39
Accretion of debt discount on available-for-sale securities (237) (158)
Stock-based compensation expense 6,258 3,095
Changes in operating assets and liabilities:    
Prepaid expenses and other assets (2,574) (1,373)
Accounts payable 5,543 3,021
Accrued liabilities 8,402 109
Income taxes payable 1,037 0
Net cash used in operating activities (50,882) (30,745)
Cash flows from investing activities:    
Purchase of available-for-sale securities 0 (35,956)
Proceeds from redemptions of short-term investments 36,350 0
Purchase of property and equipment (116) (37)
Net cash provided by (used in) investing activities 36,234 (35,993)
Cash flows from financing activities:    
Proceeds from issuance of common stock and pre-funded warrants 75,000 53,000
Payment of issuance costs associated with financings (7,441) (1,121)
Proceeds from issuance of common stock upon exercise of underwriters' option 1,779 0
Proceeds from issuance of common stock under ESPP 18 14
Proceeds from exercise of warrants and options 34 0
Taxes paid related to net share settlement of equity awards (29) (35)
Settlement of fractional shares paid in cash 0 (1)
Net cash provided by financing activities 69,361 51,857
Net increase (decrease) in cash and cash equivalents 54,713 (14,881)
Cash and cash equivalents - beginning of year 22,244 37,125
Cash and cash equivalents - end of year 76,957 22,244
Supplemental disclosure of non-cash investing and financing activities:    
Unpaid issuance costs recorded in accounts payable and accrued liabilities $ 41 $ 2,316
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (69,375) $ (35,478)
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.26.1
Cybersecurity Risk Management, Strategy and Governance
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity.

 

We have implemented and maintain processes designed to identify, assess and manage material risks from cybersecurity threats to our computer networks, third party hosted services, communications systems, hardware and software, and our data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, and personal information of employees and others (“Information Systems and Data”).

Our information technology consultants help identify, assess and manage the Company’s cybersecurity threats and risks. Our information technology consultants identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example: manual and automated cybersecurity tools such as malware scans and; vulnerability testing.

Depending on the environment, we implement and maintain technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate risks from cybersecurity threats to our Information Systems and Data, including, for example: employee training; access controls; data encryption; systems monitoring; regular patching of operating systems and software; and a password policy.

Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, our information technology consultants work with management to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business.

We use third-party service providers to perform a variety of functions throughout our business, such as electronic communications service providers, cloud-based file storage service providers, and contract manufacturing and research organizations. We evaluate the cybersecurity posture of such third-party service providers, including whether such providers maintain appropriate security measures and, where appropriate, require them to implement and maintain reasonable security measures in connection with their work with us.

Our Board, as a whole and at the committee level, has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit Committee, which is comprised solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Audit Committee receives updates, as needed, on cybersecurity and information technology matters and related risk exposures from our Chief Financial Officer as well as other members of the senior leadership team. The Board also receives updates from management and the Audit Committee on cybersecurity risks. For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, our information technology consultants work with management to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Cybersecurity Risk Board of Directors Oversight [Text Block]

Our Board, as a whole and at the committee level, has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks. The Audit Committee, which is comprised solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Audit Committee receives updates, as needed, on cybersecurity and information technology matters and related risk exposures from our Chief Financial Officer as well as other members of the senior leadership team. The Board also receives updates from management and the Audit Committee on cybersecurity risks. For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board also receives updates from management and the Audit Committee on cybersecurity risks.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee receives updates, as needed, on cybersecurity and information technology matters and related risk exposures from our Chief Financial Officer as well as other members of the senior leadership team.
Cybersecurity Risk Role of Management [Text Block] Our information technology consultants help identify, assess and manage the Company’s cybersecurity threats and risks. Our information technology consultants identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example: manual and automated cybersecurity tools such as malware scans and; vulnerability testing.

Depending on the environment, we implement and maintain technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate risks from cybersecurity threats to our Information Systems and Data, including, for example: employee training; access controls; data encryption; systems monitoring; regular patching of operating systems and software; and a password policy.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Audit Committee receives updates, as needed, on cybersecurity and information technology matters and related risk exposures from our Chief Financial Officer as well as other members of the senior leadership team.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

Depending on the environment, we implement and maintain technical, physical, and organizational measures, processes, standards and policies designed to manage and mitigate risks from cybersecurity threats to our Information Systems and Data, including, for example: employee training; access controls; data encryption; systems monitoring; regular patching of operating systems and software; and a password policy.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.26.1
Organization and Description of Business
 12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

 

Forte Biosciences, Inc. (www.fortebiorx.com) and its subsidiaries, referred to herein as the “Company” or "Forte", is a clinical- stage biopharmaceutical company focused on developing FB102, which is a proprietary anti-CD122 monoclonal antibody therapeutic candidate with potentially broad autoimmune and autoimmune-related indications. In June 2025, the Company announced positive data from a celiac disease Phase 1b study and has subsequently commenced a Phase 2 study for celiac disease. The Company is also advancing clinical development of FB102 in patient-based trials for non-segmental vitiligo and alopecia areata.

 

The Company merged with Tocagen, Inc. ("Merger"), a publicly traded biotechnology company, on June 15, 2020. Prior to the Merger, Forte was a privately held company incorporated in Delaware on May 3, 2017. The Company's headquarters is in Dallas, Texas. The Company’s common stock is traded on the Nasdaq stock exchange under the ticker symbol “FBRX”‌.

 

Reverse Stock Split

 

On August 27, 2024, the Company effected a 1-for-25 reverse stock split of its issued and outstanding common stock. The par value and authorized shares were not adjusted as a result of the reverse split. The reverse stock split also affected the Company’s outstanding common stock options and pre-funded warrants and resulted in the shares underlying such instruments being reduced and the exercise price being increased proportionately. All issued and outstanding shares of common stock and per share amounts contained in the consolidated financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented.

Liquidity and Risks

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

Since inception, the Company has incurred losses and negative cash flows from operations. As of December 31, 2025, the Company had an accumulated deficit of $223.4 million and used $50.9 million of cash and cash equivalents in operating activities during the year ended December 31, 2025. Management expects to continue to incur additional losses in the foreseeable future as the Company focuses its development efforts on advancing FB102 through clinical trials.

The Company had cash and cash equivalents of approximately $77.0 million as of December 31, 2025. The Company’s cash and cash equivalents are held at financial institutions that exceed federally insured limits. The Company believes that its existing cash and cash equivalents will be sufficient to allow the Company to fund its operations for at least 12 months from the filing date of this Form 10-K.

The Company will need to secure significant additional funding in the future in order to carry out all of the Company’s planned research and development activities and regulatory activities, conduct any substantial additional development requirements requested by the FDA, and commercialize product candidates. Management may fund future operations through the sale of equity and debt financings and may also seek additional capital through arrangements with strategic partners or other sources. There can be no assurance that additional funding will be available on terms acceptable to the Company, if at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay or reduce the scope of its research and development programs and/or limit or cease its operations.

There are numerous risks and uncertainties associated with pharmaceutical development and the Company is unable to predict the timing or amount of increased expenses on the development of future product candidates or when or if it will start to generate revenues. Even if the Company does generate revenues, it may not be able to achieve or maintain profitability. If the Company fails to become profitable or is unable to sustain profitability on a continuing basis, then it may be unable to continue its operations at planned levels and may be forced to reduce its operations.

Businesses throughout the Company's industry have been and will continue to be impacted by a number of challenging and unexpected global and national events and circumstances that continue to evolve, including without limitation the military conflicts in

Eastern Europe and the Middle East, increased economic uncertainty, inflation, rising interest rates, recent and any potential future financial institution failures, and other geopolitical tensions. The extent of the impact of these events and circumstances on the Company's business, operations, development timelines and plans remains uncertain, and will depend on certain developments, including the duration and scope of the events and their impact on the Company's development activities, third parties with whom it does business, as well as its impact on regulatory authorities and its key scientific and management personnel. The Company has been and continues to actively monitor the potential impacts that these various events and circumstances may have on its business and the Company takes steps, where warranted, to minimize any potential negative impacts on its business resulting from these events and circumstances.
v3.26.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the US Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc. and Forte Biosciences Australia Proprietary Limited. All intercompany accounts and transactions have been eliminated in the preparation of the consolidated financial statements.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include stock-based compensation expense and accruals for clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available operating accounts, U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less from the date of purchase.

 

Available-for-Sale Securities

The Company’s available-for-sale securities consist of U.S. treasury bills. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents and 91 days or more are included in short-term investments. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated on the specific identification method and recorded as interest income (loss).

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the consolidated statements of operations and comprehensive loss.

 

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows:

•
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
•
Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.
•
Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable.

To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers between Level 1, Level 2, and Level 3 in any periods presented.

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable and accrued liabilities included in the Company’s financial statements are reasonable estimates of fair value, primarily due to their short maturities. Short-term investments are recorded at fair value, with any unrealized gains or losses reported as accumulated other comprehensive income or loss.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation, subject to review for impairment. Property and equipment, net are depreciated over the estimated useful lives of the assets, generally three to five years, using the straight-line method.

Impairment of Property and Equipment

The Company reviews its property and equipment for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising from the assets or asset groups. No impairment losses on property and equipment have been recorded for the years ended December 31, 2025 or 2024.

Pre-Funded Warrants

Pre-funded warrants are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The pre-funded warrants are equity-classified instruments that were recorded in additional paid-in capital at issuance and are not subject to remeasurement. The Company periodically evaluates changes in facts and circumstances that could impact the classification of warrants.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials and drug manufacturing. Non-refundable advance payments for goods or services that will be used in future research and development activities are deferred and capitalized and are only expensed when the goods have been received or when the service has been performed rather than when the payment is made.

Drug manufacturing and clinical trial costs are a component of research and development expenses. The Company expenses costs for its drug manufacturing activities performed by Contract Manufacturing Organizations (“CMOs”), preclinical and clinical trial costs performed by Contract Research Organizations (“CROs”) and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual task in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the percentage of completion and therefore the expense to be recognized.

Research and Development Tax Incentive

The Company is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when the relevant expenditure has been incurred, the amount can be reliably measured and it is probable that the Australian Tax Incentive will be received. The Company has not recorded any reductions to R&D expense under the Australian Tax Incentive. The Company has received $0.9 million under this program which was recorded in accrued liabilities at December 31, 2025.

Patent Costs

Costs related to filing and pursuing patent applications, including direct application fees and the legal and consulting expenses related to making such applications, are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses within the consolidated statements of operations and comprehensive loss.

Comprehensive Loss

Comprehensive loss is defined as the change in equity during a period from transactions from non-owner sources. Other comprehensive loss includes unrealized gains on available-for-sale securities, which was the only difference between net loss and comprehensive loss for the applicable periods.

Net Loss Per Share

The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. During the year ended December 31, 2025, 740,112 pre-funded warrants were exercised and as of December 31, 2025 pre-funded warrants to purchase an aggregate of 4,882,615 shares of common stock were outstanding.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the Company's 2017 Employee Stock Purchase Plan (“ESPP”), which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

2025

 

 

2024

 

Options

 

 

 

2,620,103

 

 

 

212,501

 

Restricted stock units

 

 

 

47,237

 

 

 

28,537

 

Warrants

 

 

 

—

 

 

 

176

 

ESPP

 

 

 

2,739

 

 

 

66

 

Total

 

 

 

2,670,079

 

 

 

241,280

 

 

Stock-Based Compensation

The Company issues stock-based awards to employees, directors and non-employees, generally in the form of stock options, restricted stock units or rights granted to employees under the Employee Stock Purchase Plan (“ESPP”). The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation.

The Company measures compensation cost for all equity awards for employees, directors and non-employees at their grant-date fair value and recognizes compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. The grant-date fair value of restricted stock units is determined using the Company’s closing stock price on the date of grant. Forfeitures are recognized as they occur.

Stock-based compensation expense for an award with a performance condition is recognized when the achievement of the performance condition has been determined to be probable. If the outcome of such performance condition has not been determined to be probable, or has not been met, no compensation expense is recognized and any previously recognized compensation expense is reversed. For rights granted under the ESPP, the fair value of each purchase is estimated at the beginning of the offering period using the Black-Scholes option pricing model.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s salary and related costs are classified in the case of employees, or in which the award recipient’s service payments are classified in the case of directors and non-employees.

Foreign Currency Transactions

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in currencies other than the US dollar are recorded to other expenses, net in the consolidated statements of operations and comprehensive loss and were not material for the periods presented. The Company's subsidiaries use the U.S. dollar as their functional currency.

Income Taxes

The Company uses an asset and liability approach to account for income taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse.

Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans and estimates. Should the actual amounts differ from those estimates, the amount of the valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the Company’s tax provision in a period in which such estimates are changed, which in turn would affect net income or loss.

The Company recognizes tax benefits from uncertain tax positions if it believes the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves for tax positions that are not more likely than not to be sustained, as well as the related net interest and penalties.

Recently Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, which does not change accounting for income taxes but requires new disclosures focusing on the effective rate reconciliation and taxes paid. The Company adopted the standard and applied the disclosure requirements on a prospective basis for the year ended December 31, 2025. Adoption of this ASU did not have a material impact on the consolidated financial statements and related disclosures.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disclosure of additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to this new standard.
v3.26.1
Balance Sheet Components
 12 Months Ended
Dec. 31, 2025
Balance Sheet Related Disclosures [Abstract]  
Balance Sheet Components

3. Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Prepaid manufacturing and research expenses

 

$

1,908

 

 

$

1,982

 

Prepaid insurance

 

 

262

 

 

 

286

 

Prepaid professional fees

 

 

223

 

 

 

377

 

GST receivable

 

 

817

 

 

 

128

 

Other

 

 

422

 

 

 

208

 

Total prepaid expenses and other current assets

 

$

3,632

 

 

$

2,981

 

 

Property and Equipment, Net

Property and equipment, net as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 Equipment

 

$

223

 

 

$

107

 

 Furniture and Fixtures

 

 

18

 

 

 

18

 

 Property and equipment, at cost

 

 

241

 

 

 

125

 

 Less accumulated depreciation

 

 

(112

)

 

 

(48

)

Total property and equipment, net

 

$

129

 

 

$

77

 

 

Other Assets

Other assets as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Prepaid insurance

 

$

—

 

 

$

87

 

Clinical trial deposits

 

 

2,036

 

 

 

25

 

Other

 

 

25

 

 

 

26

 

Total other assets

 

$

2,061

 

 

$

138

 

 

Accrued Liabilities

Accrued liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 Accrued legal and professional fees

 

$

163

 

 

$

97

 

 Accrued compensation

 

 

2,250

 

 

 

1,551

 

 Accrued manufacturing and research expenses

 

 

7,374

 

 

 

541

 

 Accrued issuance costs

 

 

40

 

 

 

1,881

 

 Deferred R&D credit

 

 

927

 

 

 

—

 

 Accrued other expenses

 

 

8

 

 

 

132

 

Total accrued liabilities

 

$

10,762

 

 

$

4,202

 
v3.26.1
Fair Value
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value

4. Fair Value

The following tables provide a summary of the assets that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 (in thousands):

 

 

 

Fair Value Measurements as of
December 31, 2025

 

Cash and cash equivalents

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash

 

$

3,280

 

 

$

—

 

 

$

—

 

 

$

3,280

 

Money Market Funds

 

 

53,713

 

 

 

-

 

 

 

-

 

 

 

53,713

 

U.S. Treasury Bills

 

 

-

 

 

 

19,964

 

 

 

-

 

 

 

19,964

 

Total

 

$

56,993

 

 

$

19,964

 

 

$

—

 

 

$

76,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of
December 31, 2024

 

Cash, cash equivalents and short-term investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash

 

$

1,464

 

 

$

—

 

 

$

—

 

 

$

1,464

 

Money Market Funds

 

 

20,780

 

 

 

-

 

 

 

-

 

 

 

20,780

 

U.S. Treasury Bills

 

 

-

 

 

 

36,121

 

 

 

-

 

 

 

36,121

 

Total

 

$

22,244

 

 

$

36,121

 

 

$

—

 

 

$

58,365

 

 

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market funds and U.S. Treasury bills were included as cash and cash equivalents in the consolidated balance sheet as of December 31, 2025. The Company's U.S Treasury Bills were included in short-term investments as of December 31, 2024, due to an original maturity greater than 90 days. The Company obtains the fair value of its Level 2 cash equivalents and short-term investments from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

v3.26.1
Available-for-Sale Securities
 12 Months Ended
Dec. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Available-for-Sale Securities

5. Available-for-Sale Securities

The following table summarizes the Company's available-for-sale securities as of December 31, 2025 and December 31, 2024 (in thousands).

 

 

 

December 31, 2025

 

 

 

 

 

 

Unrealized

 

 

 

 

Cash equivalents

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

U.S. Treasury Bills

 

$

19,961

 

 

$

3

 

 

$

—

 

 

$

19,964

 

Total available-for-sale securities

 

$

19,961

 

 

$

3

 

 

$

—

 

 

$

19,964

 

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Unrealized

 

 

 

 

Short-term investments

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

U.S. Treasury Bills

 

$

36,110

 

 

$

11

 

 

$

—

 

 

$

36,121

 

Total available-for-sale securities

 

$

36,110

 

 

$

11

 

 

$

—

 

 

$

36,121

 

 
v3.26.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

6. Commitments and Contingencies

Concentrations of Credit Risk

The Company limits its credit risk associated with its cash and cash equivalents by placing them with financial institutions it believes are highly creditworthy. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 thousand. The Company’s cash accounts significantly exceed the FDIC limits.

Indemnifications

As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events and occurrences while the officer, employee or director is, or was, serving at the Company’s request in such capacity. As of December 31,

2025, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded any related liabilities.

Lease Agreements

The Company has entered into agreements for certain office and laboratory space that are cancellable by the Company at any time with a six-month notice. Total rent expense was $408 thousand and $300 thousand for the years ended December 31, 2025 and 2024, respectively.

 

Clinical and Preclinical Services

 

The Company has entered into various agreements with third-party vendors for preclinical and clinical services. The estimated remaining commitments as of December 31, 2025 under these agreements were approximately $18.8 million. The Company entered into agreements with a clinical research organization ("CRO") for clinical trials of FB102, its current product candidate. The Company has agreed to pay third-party costs associated with those agreements. The CRO agreements are subject to termination at any time, with or without cause, by the Company, in which case only costs earned or non-cancellable to the date of termination would remain subject to reimbursement.

 

Legal Proceedings

Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (Del. Ch.)

In August 2023, Camac Fund LP (the "Plaintiff") filed a complaint (the “Complaint”) against the members of the Company's Board of Directors and entities affiliated with certain of the Company’s investors. The Complaint alleged amongst other things that the Directors breached their fiduciary duties by causing the Company to enter into a July 2023 private placement. The Company subsequently took certain actions to moot Camac’s claims in the action which Camac acknowledged. The Company made a payment to Plaintiff’s counsel in September 2024 for its fees and expenses in the amount of $1.5 million. The Court subsequently closed the case.

 

Forte Biosciences, Inc. v. Camac Fund, LP, et al., Case No. 3:23-cv-02399-N (N.D. Tex.)

 

In October 2023, the Company filed a complaint (the “Texas Complaint”), captioned Forte Biosciences, Inc. v. Camac Fund, LP, et al., Case No. 3:23-cv-02399-N, in the U.S. District Court for the Northern District of Texas. The Texas Complaint alleged that the Texas Defendants issued false and misleading disclosures in connection with their efforts to elect two directors to Forte’s board of directors at the 2023 annual meeting. In October 2024, to resolve all claims and potential claims asserted by the parties, the Texas Defendants entered into a settlement agreement and release with Forte, and all Texas Defendants other than Camac entered into standstill and voting agreements. The Company paid $650 thousand related to these agreements during the year ended December 31, 2024 which does not include any potential insurance recoveries. The Company expenses legal fees as they are incurred.

 

Forte Biosciences, Inc. v. Wesco Insurance Co., et al., Case No. N24C-10-015 VLM CCLD (Del. Super. Ct.)

 

In October 2024, the Company filed a complaint (the “Wesco Complaint”), captioned Forte Biosciences, Inc. v. Wesco Insurance Co., et al., Case No. N24C-10-015 VLM CCLD, in the Superior Court of the State of Delaware, against its Directors & Officers liability insurance, Wesco Insurance Company, Beazley Insurance Company, and Palms Insurance Company, Limited (collectively, “Insurance Defendants”), seeking declaratory relief, breach of contract, and bad faith for the Insurance Defendants’ refusal to acknowledge and perform their insurance obligations in connection with the action captioned Camac Fund, LP v. Paul A. Wagner, et al., C.A. No. 2023-0817-MTZ (Del. Ch.), described above, and related Books and Records demands (“Underlying Action”). On January 8, 2026, the Delaware Superior Court entered judgment on the pleadings in favor of Forte Biosciences, finding that Wesco Insurance Co., and Palms Insurance Co. were liable up to their combined $5 million policy limits for Forte’s defense and settlement costs incurred in connection with the Underlying Action. Forte has moved for entry of final judgment consistent with the Court’s January 8th ruling, and is seeking payment of prejudgment interest. That motion is pending with the Delaware Superior Court. In March 2026, Palms Insurance Co. paid the Company $2.3 million as an interim payment, under a reservation of rights.
v3.26.1
Equity
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity

7. Equity

Preferred Stock

The Company has 10 million authorized shares of Series A Preferred Stock, par value $0.001, with no shares outstanding as of December 31, 2025 and 2024.

Common Stock

In March 2025, the Company filed a new shelf registration statement on Form S-3 that was declared effective by the SEC in April 2025 for the issuance of up to $300.0 million in securities.

On June 25, 2025, the Company closed a public offering (the “Offering”) pursuant to which it sold 5,630,450 shares of common stock at a price to the public of $12.00 per share and pre-funded warrants to purchase 619,606 shares of common stock at a price to the public of $11.999 per pre-funded warrant, which represents the per share public offering price for the shares less the exercise price for each pre-funded warrant. The Company also granted the underwriters an option (the "Option"), exercisable for a period of 30 days, to purchase up to an additional 937,508 shares of common stock. The pre-funded warrants have an exercise price of $0.001 per share, are immediately exercisable and remain exercisable until exercised in full. The holder of the pre-funded warrants will not be entitled to exercise any portion of any pre-funded warrants that, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by the holder, together with its affiliates, to exceed 9.9%. However, the holder of the pre-funded warrant may increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to the Company. The gross proceeds from the Offering were $75.0 million and the Company incurred approximately $5.1 million in underwriting discounts, commissions and offering expenses. In July 2025, the underwriters of the Offering exercised the Option and purchased 148,258 shares of common stock for gross proceeds of $1.8 million and the Company incurred issuance costs of $0.1 million.

In November 2024, the Company issued 4,931,389 shares of the Company’s common stock at a purchase price of $5.552 per Share and 4,615,555 pre-funded warrants to purchase shares of common stock at a purchase price of $5.551 per pre-funded warrant ("2024 Private Placement") in connection with a Securities Purchase Agreement (the “ 2024 Purchase Agreement”). The pre-funded warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The holders of pre-funded warrants may not exercise a pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. The holders of pre-funded warrants may increase or decrease such percentages not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. In connection with the 2024 Private Placement, the Company filed a registration statement to register shares on Form S-3, which was declared effective on December 20, 2024. The gross proceeds of the 2024 Private Placement were $53.0 million and the Company incurred $3.4 million in issuance costs. Certain executive officers and senior management of the Company participated in this 2024 Private Placement, purchasing $475 thousand in shares of common stock at a purchase price of $5.552 per share.

In connection with, and as a condition to, the closing of the 2024 Private Placement, the Company has agreed to enter into letter agreements with two investors. Pursuant to the terms of the letter agreements, the Company has agreed that, during the period beginning ninety (90) days after the closing date of the 2024 Private Placement and ending on the three (3) year anniversary of the closing date of the 2024 Private Placement (or earlier upon investors failing to meet certain ownership thresholds), if the Company’s common stock trades within certain specified parameters for thirty (30) consecutive trading days, each of the investors shall be entitled to designate one individual to serve on the Board, in each case pursuant and subject to the terms of the applicable letter agreement and compliance with applicable Nasdaq and SEC regulations and the Board’s fiduciary duties under applicable law. In addition, for the duration of the applicable designation period, the Company shall also include such designee in the slate of nominees recommended by the Board for election at each annual or special meeting of the Company’s stockholders at which directors of such designee’s class are to be elected. The letter agreement also provides one investor a participation right in future offerings of the Company’s equity securities.

As of December 31, 2025, 740,112 pre-funded warrants were exercised and pre-funded warrants to purchase an aggregate of 4,882,615 shares of common stock remain outstanding. The 4,882,615 and 5,003,121 shares of common stock issuable upon the exercise of the pre-funded warrants is not included in the number of issued and outstanding shares of common stock as of December 31, 2025 and December 31, 2024.

Shares of common stock reserved for future issuance as of December 31, 2025 were as follows:

 

 

 

Shares

 

Pre-funded warrants outstanding

 

 

4,882,615

 

Stock options outstanding

 

 

2,620,103

 

Reserved for issuance under equity incentive plans

 

 

1,736,669

 

RSUs outstanding

 

 

47,237

 

Reserved for issuance under employee stock purchase plan

 

 

41,825

 

Total

 

 

9,328,449

 

 
v3.26.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

8. Stock-Based Compensation

Equity Plans

In May 2021 the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). As amended and restated in February 2025, the 2021 Plan has an aggregate of 3,340,000 authorized shares.

The 2021 Plan provides for the grant of incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, other forms of equity compensation and performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants of the Company and its affiliates. Service-based awards generally vested over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service with the remaining awards vesting monthly in equal installments over the following thirty-six months. For certain service-based awards to the board of directors, vesting occurs in thirty-six equal monthly installments over a three-year period for initial grants and in twelve equal monthly installments over a twelve-month period for subsequent grants. As of December 31, 2025, there were 935,469 shares available for issuance under the 2021 Plan.

On July 26, 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Inducement Plan”). The 2020 Inducement Plan, as amended and restated in September 2025, has an aggregate of 1,080,000 authorized shares. As of December 31, 2025, there were 801,200 shares available for issuance under the 2020 Inducement Plan.

Stock Options

The risk-free interest rate assumption for stock options is based on the U.S. Treasury yield curve rate at the date of grant with a maturity approximating the expected term of the option.

All option awards generally expire ten years from the date of grant. The expected term assumption for options granted to employees is determined using the simplified method that represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term.

During 2024, the expected volatility assumption utilized a weighted approach by blending the Company’s own historical price data with the historical volatility of a group of similar companies in the life sciences industry whose shares are publicly traded. The Company selected the peer group based on comparable characteristics, including development stage, product pipeline, and market capitalization. Effective January 1, 2025, the Company elected to remove peer group companies and determined its expected volatility assumption based solely on the volatility of the Company’s historical share prices using the closing share price beginning on June 15, 2020 and through the current period.

The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future.

The weighted average grant-date fair value of stock options granted in the years ended December 31, 2025 and 2024 was $7.39 and $14.25, respectively. The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.

 

 

 

Year ended
December 31, 2025

 

 

Year Ended December 31, 2024

 

Risk-free interest rate

 

 

4.05

%

 

 

4.08

%

Dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term of options (years)

 

 

5.83

 

 

 

5.98

 

Volatility

 

 

117.26

%

 

 

110.15

%

 

 

The table below summarizes the stock option activity during the year ended December 31, 2025:

 

 

 

Number of
Shares
Outstanding

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

 

Aggregate
Intrinsic
Value (in thousands)

 

Balances at December 31, 2024

 

 

212,501

 

 

$

103.51

 

 

7.82

 

 

$

760

 

Granted

 

 

2,580,000

 

 

$

8.57

 

 

 

—

 

 

 

—

 

Exercised

 

 

(2,837

)

 

$

11.21

 

 

 

—

 

 

 

—

 

Cancelled/Forfeited

 

 

(169,561

)

 

$

18.62

 

 

 

—

 

 

 

—

 

Balances at December 31, 2025

 

 

2,620,103

 

 

$

15.62

 

 

9.10

 

 

$

47,072

 

Vested and expected to vest at December 31, 2025

 

 

2,620,103

 

 

$

15.62

 

 

9.10

 

 

$

47,072

 

Exercisable at December 31, 2025

 

 

755,316

 

 

$

31.60

 

 

8.68

 

 

$

13,084

 

 

The total intrinsic value of options exercised was $12 thousand for the year ended December 31, 2025. There were no options exercised in 2024. The aggregate intrinsic value of stock options as of December 31, 2025 is based on the Company’s closing stock price of $27.27 per share.

 

Restricted Stock Unit Awards

Restricted stock units vest over four years with one sixteenth of the restricted stock units vesting every quarter.

Restricted stock unit award transactions during the year ended December 31, 2025 were as follows:

 

 

 

 

 

 

Weighted Avg

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Outstanding at December 31, 2024

 

 

28,537

 

 

$

 

38.50

 

Granted

 

 

55,000

 

 

$

 

10.16

 

Forfeited/Cancelled

 

 

(2,400

)

 

$

 

25.75

 

Issued as Common Stock

 

 

(33,900

)

 

$

 

11.43

 

Outstanding at December 31, 2025

 

 

47,237

 

 

$

 

25.58

 

The aggregate fair value of RSUs vested during the year ended December 31, 2025 was $505 thousand.

2017 Employee Stock Purchase Plan

In May 2021, the Company’s board of directors reactivated the Company’s 2017 Employee Stock Purchase Plan (“ESPP”) which had previously been suspended. The ESPP allows eligible employees to withhold up to 15% of their earnings to purchase shares of the Company’s common stock at a price per share equal to the lower of (i) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. The Company had 41,825 shares available for future issuance under the ESPP as of December 31, 2025. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar year through January 1, 2027, by the lesser of (a) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (b) 12,000 shares, or (c) a number determined by the Company’s board of directors that is less than (a) and (b). The Company issued 1,658 and 958 shares under the ESPP during the year ended December 31, 2025 and 2024, respectively.

The ESPP is considered a compensatory plan. The Company recorded stock-based compensation expense related to its ESPP of $74 thousand and $8 thousand for the years ended December 31, 2025 and 2024, respectively.

 

 

The fair value of the rights granted to employees under the ESPP was estimated using a Black-Scholes option-pricing model with the following weighted-average valuation assumptions:

 

 

 

Year ended
December 31, 2025

 

 

Year Ended December 31, 2024

 

Fair value of common stock

 

$

12.44

 

 

$

16.34

 

Risk-free interest rate

 

 

4.29

%

 

 

5.32

%

Dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term of options (years)

 

 

0.51

 

 

 

0.50

 

Volatility

 

 

145.00

%

 

 

72.58

%

 

Stock-Based Compensation Expense

Stock-based compensation expenses included in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 are as follows (in thousands):

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

1,711

 

 

$

1,075

 

General and administrative

 

 

4,547

 

 

 

2,020

 

Total

 

$

6,258

 

 

$

3,095

 

 

As of December 31, 2025, there was unrecognized stock-based compensation expense of $14.4 million related to stock options and restricted stock units with service conditions, which is expected to be recognized over a weighted-average period of 2.29 years. Total unrecognized stock-based compensation as of December 31, 2025 was approximately $0.5 million related to restricted stock units with performance based vesting. The performance based conditions are tied to development milestones which have not been met.
v3.26.1
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

9. Income Taxes

The components of net loss before income taxes consisted of the following (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

United States

$

(72,485

)

 

$

(30,905

)

International

 

4,147

 

 

 

(4,573

)

Net loss before taxes

$

(68,338

)

 

$

(35,478

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The federal and state income tax provision is summarized as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Current

 

 

 

 

 

   Federal

$

—

 

 

$

—

 

   State

 

—

 

 

 

—

 

   Foreign

 

1,037

 

 

 

—

 

Total current tax expense

 

1,037

 

 

 

—

 

Deferred

 

 

 

 

 

   Federal

 

—

 

 

 

—

 

   State

 

—

 

 

 

—

 

   Foreign

 

—

 

 

 

—

 

Total deferred tax expense

 

—

 

 

 

—

 

Total tax expense

$

1,037

 

 

$

-

 

 

The Company adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements To Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025:

 

 

 

Year Ended December 31,

 

 

 

2025

 

U.S. federal statutory tax rate

 

$

(14,351

)

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

—

 

 

0.0

%

Foreign tax effects

 

 

 

 

 

Other foreign

 

 

166

 

 

-0.2

%

Effect of changes in tax laws or rates enacted in the current period

 

 

—

 

 

0.0

%

Effects of cross-border tax laws

 

 

 

 

 

   Global intangible low-taxed income

 

 

871

 

 

-1.3

%

Tax credits

 

 

 

 

 

Other

 

 

(294

)

 

0.4

%

Changes in valuation allowance

 

 

14,587

 

 

-21.3

%

Nontaxable or nondeductible items

 

 

 

 

 

Other

 

 

58

 

 

-0.1

%

Changes in unrecognized tax benefits

 

 

—

 

 

0.0

%

Effective tax rate

 

$

1,037

 

 

-1.50

%

(1) State income taxes in all jurisdictions is zero.

 

 

 

 

 

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the years ended December 31, 2024:

 

 

 

Year Ended December 31,

 

 

 

2024

 

Income tax expense (benefit) at federal statutory rate

 

$

(7,450

)

 

21.0

%

Increase/(decrease) in tax resulting from:

 

 

 

 

 

State income taxes

 

 

—

 

 

0.0

%

Change in valuation allowance

 

 

6,441

 

 

-18.2

%

Nondeductible R&D Expenses

 

 

921

 

 

-2.6

%

Stock-based compensation expense

 

 

90

 

 

-0.2

%

Other

 

 

(2

)

 

0.0

%

Total

 

$

—

 

 

0.0

%

 

The primary components of temporary differences which give rise to the Company’s net deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

Accrual to cash adjustment

$

1,040

 

 

$

499

 

Start-up costs

 

9,101

 

 

 

7,190

 

Patent costs

 

40

 

 

 

40

 

Stock-based compensation expense

 

1,937

 

 

 

1,432

 

Net operating loss

 

13,378

 

 

 

7,638

 

Capitalized R&D

 

12,619

 

 

 

6,813

 

Other deferred taxes

 

34

 

 

 

21

 

R&D credits

 

1,336

 

 

 

868

 

Total noncurrent deferred tax assets

 

39,485

 

 

 

24,501

 

Valuation allowance

 

(39,485

)

 

 

(24,501

)

Net deferred tax assets after valuation allowance

$

—

 

 

$

—

 

 

 

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) modified the Section 174 capitalization rules. Under the OBBBA provisions, the Company discontinued capitalization of domestic Section 174 costs beginning in tax year 2025, while continuing to capitalize foreign Section 174 costs. As a result, deferred tax assets related to capitalized research expenditures increased by $5.8 million during the year ended December 31, 2025.

 

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based upon the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2025 and 2024. During 2025 and 2024, the valuation allowance increased by $15.0 million and $5.9 million, respectively.

 

As of December 31, 2025, the Company has federal and California research and development tax credit carryforwards of $1.2 million and $0.9 million, respectively. The federal research and development tax credits begin to expire in 2041 unless previously utilized. The California credits do not expire.

 

Net operating losses and tax credit carryforwards as of December 31, 2025 are as follows (in thousands):

 

 

 

Amount

 

 

Expiration Years

Net operating losses, federal (Post December 31, 2017)

 

$

59,836

 

 

Do Not Expire

Net operating losses, federal (Pre January 1, 2018)

 

$

11

 

 

2037

Net operating losses, state

 

$

11,602

 

 

2037

Net operating losses, foreign

 

$

—

 

 

Indefinite

Tax credits, federal

 

$

1,172

 

 

2041

Tax credits, state

 

$

933

 

 

Indefinite

 

The Company is subject to taxation in the U.S., Australia and California. As of December 31, 2025, Tocagen’s tax years beginning 2007 to date are subject to examination by federal and California taxing authorities due to the carry forward of unutilized net operating losses and research and development tax credits. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period.

 

Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of a company’s net operating loss and tax credit carryforwards may be limited if there is a cumulative change in ownership of greater than 50% (by value) within a three-year period. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several equity offerings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the IRC, or could result in a change in control in the future. The Company has not completed an IRC Section 382 and 383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. Upon completion of such an analysis, there may be either increases

or decreases to the reported amount of the deferred tax assets for net operating losses and federal and California research and development credits. Any change in the amount of the deferred tax assets would have a corresponding change in the valuation allowance, and therefore is not expected to impact the Company’s effective tax rate.

 

The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any appeals or litigation processes. Income tax positions must meet a more likely than not recognition at the effective date to be recognized.

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2025 and 2024 is as following (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Beginning Balance

$

411

 

 

$

251

 

Additions based on tax positions related to the current year

$

221

 

 

$

160

 

Ending Balance

$

632

 

 

$

411

 

 

The Company’s policy is to record interest and penalties relating to uncertain tax positions as a component of income tax expense should the Company believe there is an uncertain tax position liability. As of December 31, 2025, and 2024, there was no accrued interest or penalties for uncertain positions.

v3.26.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

10. Related Party Transactions

One member of the Company’s board of directors received $600 thousand and $479 thousand for scientific consulting services during the years ended December 31, 2025 and 2024, respectively.

On November 21, 2024, certain executive officers and senior management of the Company participated in the 2024 Private Placement, purchasing $475 thousand in shares of common stock at a purchase price of $5.552 per share.
v3.26.1
Employee Benefit Plan
 12 Months Ended
Dec. 31, 2025
Retirement Benefits [Abstract]  
Employee Benefit Plan

11. Employee Benefit Plan

The Company has a defined-contribution 401(k) plan for employees. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation. The Company matches employee contributions as permitted by the plan. The Company's total cost related to the 401(k) plan was $166 thousand and $138 thousand for the years ended December 31, 2025 and 2024, respectively.
v3.26.1
Segment Information
 12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Segment Information

12. Segment Information

The Company operates in one operating segment, which includes all activities related to the discovery and development of FB102, for the purposes of assessing performance, making operating decisions, and allocating Company resources. The Company’s chief operating decision maker (CODM) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities. Further, the CODM reviews and utilizes research and development expenses, general and administrative expenses and other income, net as reported in the statements of operations and comprehensive loss to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the statements of operations and comprehensive loss. In addition to the statements of operations and comprehensive loss, the CODM is regularly provided with forecasted expense information which is used to determine the Company’s liquidity needs. The CODM also monitors the cash, cash equivalents and short-term investments as reported on the Company’s consolidated balance sheets to determine funding for research and development activities. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
v3.26.1
Subsequent Events
 12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

In February 2026, 925,773 of the pre-funded warrants issued in the 2024 Private Placement were exercised.
v3.26.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”), and the rules and regulations of the US Securities and Exchange Commission (“SEC”).

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Forte Subsidiary, Inc. and Forte Biosciences Australia Proprietary Limited. All intercompany accounts and transactions have been eliminated in the preparation of the consolidated financial statements.
Use of Estimates

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets, liabilities and expenses include stock-based compensation expense and accruals for clinical trials and drug manufacturing. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available operating accounts, U.S. treasury bills, money market funds and deposits with commercial banks. Cash equivalents are defined as short-term, highly liquid investments with maturities of 90 days or less from the date of purchase.
Available-for-Sale Securities

The Company’s available-for-sale securities consist of U.S. treasury bills. Securities with maturities from the date of purchase of 90 days or less are included in cash equivalents and 91 days or more are included in short-term investments. The Company classifies its marketable securities as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of other comprehensive loss within the consolidated statements of operations and comprehensive loss and as a separate component of stockholders’ equity. Realized gains and losses are calculated on the specific identification method and recorded as interest income (loss).

Any premium arising at purchase is amortized to the earliest call date and any discount arising at purchase is accreted to maturity. Accretion of discounts are recorded in interest income in the consolidated statements of operations and comprehensive loss.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy that prioritizes the inputs used in determining fair value by their reliability and preferred use as follows:

•
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
•
Level 2 – Valuations based on quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data.
•
Level 3 – Valuations based on inputs that are both significant to the fair value measurements and are unobservable.

To the extent that a valuation is based on models or inputs that are less observable, or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

There have been no significant changes to the valuation methods utilized by the Company during the periods presented. There have been no transfers between Level 1, Level 2, and Level 3 in any periods presented.

The carrying amounts of financial instruments consisting of cash and cash equivalents, accounts payable and accrued liabilities included in the Company’s financial statements are reasonable estimates of fair value, primarily due to their short maturities. Short-term investments are recorded at fair value, with any unrealized gains or losses reported as accumulated other comprehensive income or loss.
Property and Equipment

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation, subject to review for impairment. Property and equipment, net are depreciated over the estimated useful lives of the assets, generally three to five years, using the straight-line method.

Impairment of Property and Equipment

Impairment of Property and Equipment

The Company reviews its property and equipment for impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to future net undiscounted cash flows that the assets or the asset groups are expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount the book value of the assets exceed their fair value, which is measured based on the estimated discounted future net cash flows arising from the assets or asset groups. No impairment losses on property and equipment have been recorded for the years ended December 31, 2025 or 2024.

Pre-Funded Warrants

Pre-Funded Warrants

Pre-funded warrants are accounted for as either derivative liabilities or as equity instruments depending on the specific terms of the agreement. The pre-funded warrants are equity-classified instruments that were recorded in additional paid-in capital at issuance and are not subject to remeasurement. The Company periodically evaluates changes in facts and circumstances that could impact the classification of warrants.
Research and Development Costs

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits of research and development personnel, costs related to research activities, preclinical studies, clinical trials and drug manufacturing. Non-refundable advance payments for goods or services that will be used in future research and development activities are deferred and capitalized and are only expensed when the goods have been received or when the service has been performed rather than when the payment is made.

Drug manufacturing and clinical trial costs are a component of research and development expenses. The Company expenses costs for its drug manufacturing activities performed by Contract Manufacturing Organizations (“CMOs”), preclinical and clinical trial costs performed by Contract Research Organizations (“CROs”) and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual task in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the percentage of completion and therefore the expense to be recognized.

Research and Development Tax Incentive

The Company is eligible to receive a cash refund from the Australian Taxation Office for eligible research and development (“R&D”) expenditures under the Australian R&D Tax Incentive Program (the “Australian Tax Incentive”). The Australian Tax Incentive is recognized as a reduction to R&D expense when the relevant expenditure has been incurred, the amount can be reliably measured and it is probable that the Australian Tax Incentive will be received. The Company has not recorded any reductions to R&D expense under the Australian Tax Incentive. The Company has received $0.9 million under this program which was recorded in accrued liabilities at December 31, 2025.
Patent Costs

Patent Costs

Costs related to filing and pursuing patent applications, including direct application fees and the legal and consulting expenses related to making such applications, are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses within the consolidated statements of operations and comprehensive loss.
Comprehensive Loss

Comprehensive Loss

Comprehensive loss is defined as the change in equity during a period from transactions from non-owner sources. Other comprehensive loss includes unrealized gains on available-for-sale securities, which was the only difference between net loss and comprehensive loss for the applicable periods.
Net Loss Per Share

Net Loss Per Share

The Company’s net loss is equivalent to net loss attributable to common stockholders for all periods presented. Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares, without consideration for common stock equivalents. The weighted average number of shares of common stock used in the basic and diluted net loss per share calculation include the pre-funded warrants outstanding during the period as they are exercisable at any time and their exercise requires only nominal consideration for the delivery of shares. During the year ended December 31, 2025, 740,112 pre-funded warrants were exercised and as of December 31, 2025 pre-funded warrants to purchase an aggregate of 4,882,615 shares of common stock were outstanding.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period in accordance with the treasury stock method. The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the Company's 2017 Employee Stock Purchase Plan (“ESPP”), which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

2025

 

 

2024

 

Options

 

 

 

2,620,103

 

 

 

212,501

 

Restricted stock units

 

 

 

47,237

 

 

 

28,537

 

Warrants

 

 

 

—

 

 

 

176

 

ESPP

 

 

 

2,739

 

 

 

66

 

Total

 

 

 

2,670,079

 

 

 

241,280

 
Stock-Based Compensation

Stock-Based Compensation

The Company issues stock-based awards to employees, directors and non-employees, generally in the form of stock options, restricted stock units or rights granted to employees under the Employee Stock Purchase Plan (“ESPP”). The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation.

The Company measures compensation cost for all equity awards for employees, directors and non-employees at their grant-date fair value and recognizes compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. The grant-date fair value of restricted stock units is determined using the Company’s closing stock price on the date of grant. Forfeitures are recognized as they occur.

Stock-based compensation expense for an award with a performance condition is recognized when the achievement of the performance condition has been determined to be probable. If the outcome of such performance condition has not been determined to be probable, or has not been met, no compensation expense is recognized and any previously recognized compensation expense is reversed. For rights granted under the ESPP, the fair value of each purchase is estimated at the beginning of the offering period using the Black-Scholes option pricing model.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s salary and related costs are classified in the case of employees, or in which the award recipient’s service payments are classified in the case of directors and non-employees.
Foreign Currency Transactions

Foreign Currency Transactions

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in currencies other than the US dollar are recorded to other expenses, net in the consolidated statements of operations and comprehensive loss and were not material for the periods presented. The Company's subsidiaries use the U.S. dollar as their functional currency.

Income Taxes

Income Taxes

The Company uses an asset and liability approach to account for income taxes. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse.

Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans and estimates. Should the actual amounts differ from those estimates, the amount of the valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to the Company’s tax provision in a period in which such estimates are changed, which in turn would affect net income or loss.

The Company recognizes tax benefits from uncertain tax positions if it believes the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves for tax positions that are not more likely than not to be sustained, as well as the related net interest and penalties.
Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures, which does not change accounting for income taxes but requires new disclosures focusing on the effective rate reconciliation and taxes paid. The Company adopted the standard and applied the disclosure requirements on a prospective basis for the year ended December 31, 2025. Adoption of this ASU did not have a material impact on the consolidated financial statements and related disclosures.

Recently Issued Accounting Standards Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and adopted by us as of a specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disclosure of additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to this new standard.
v3.26.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation The following number of unexercised stock options, restricted stock units, warrants, and shares expected to be purchased under the Company's 2017 Employee Stock Purchase Plan (“ESPP”), which are common stock equivalents, have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for the periods presented.

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

2025

 

 

2024

 

Options

 

 

 

2,620,103

 

 

 

212,501

 

Restricted stock units

 

 

 

47,237

 

 

 

28,537

 

Warrants

 

 

 

—

 

 

 

176

 

ESPP

 

 

 

2,739

 

 

 

66

 

Total

 

 

 

2,670,079

 

 

 

241,280

 
v3.26.1
Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2025
Balance Sheet Related Disclosures [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Prepaid manufacturing and research expenses

 

$

1,908

 

 

$

1,982

 

Prepaid insurance

 

 

262

 

 

 

286

 

Prepaid professional fees

 

 

223

 

 

 

377

 

GST receivable

 

 

817

 

 

 

128

 

Other

 

 

422

 

 

 

208

 

Total prepaid expenses and other current assets

 

$

3,632

 

 

$

2,981

 
Schedule of Property and Equipment, Net

Property and equipment, net as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

December 31, 2025

 

 

December 31, 2024

 

 Equipment

 

$

223

 

 

$

107

 

 Furniture and Fixtures

 

 

18

 

 

 

18

 

 Property and equipment, at cost

 

 

241

 

 

 

125

 

 Less accumulated depreciation

 

 

(112

)

 

 

(48

)

Total property and equipment, net

 

$

129

 

 

$

77

 
Schedule of Other Assets

Other assets as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Prepaid insurance

 

$

—

 

 

$

87

 

Clinical trial deposits

 

 

2,036

 

 

 

25

 

Other

 

 

25

 

 

 

26

 

Total other assets

 

$

2,061

 

 

$

138

 
Components of Accrued Liabilities

Accrued liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):

 

 

 

December 31, 2025

 

 

December 31, 2024

 

 Accrued legal and professional fees

 

$

163

 

 

$

97

 

 Accrued compensation

 

 

2,250

 

 

 

1,551

 

 Accrued manufacturing and research expenses

 

 

7,374

 

 

 

541

 

 Accrued issuance costs

 

 

40

 

 

 

1,881

 

 Deferred R&D credit

 

 

927

 

 

 

—

 

 Accrued other expenses

 

 

8

 

 

 

132

 

Total accrued liabilities

 

$

10,762

 

 

$

4,202

 
v3.26.1
Fair Value (Tables)
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis

The following tables provide a summary of the assets that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 (in thousands):

 

 

 

Fair Value Measurements as of
December 31, 2025

 

Cash and cash equivalents

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash

 

$

3,280

 

 

$

—

 

 

$

—

 

 

$

3,280

 

Money Market Funds

 

 

53,713

 

 

 

-

 

 

 

-

 

 

 

53,713

 

U.S. Treasury Bills

 

 

-

 

 

 

19,964

 

 

 

-

 

 

 

19,964

 

Total

 

$

56,993

 

 

$

19,964

 

 

$

—

 

 

$

76,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of
December 31, 2024

 

Cash, cash equivalents and short-term investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash

 

$

1,464

 

 

$

—

 

 

$

—

 

 

$

1,464

 

Money Market Funds

 

 

20,780

 

 

 

-

 

 

 

-

 

 

 

20,780

 

U.S. Treasury Bills

 

 

-

 

 

 

36,121

 

 

 

-

 

 

 

36,121

 

Total

 

$

22,244

 

 

$

36,121

 

 

$

—

 

 

$

58,365

 
v3.26.1
Available-for-Sale Securities (Tables)
 12 Months Ended
Dec. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Summary of Available-for-Sale Securities

The following table summarizes the Company's available-for-sale securities as of December 31, 2025 and December 31, 2024 (in thousands).

 

 

 

December 31, 2025

 

 

 

 

 

 

Unrealized

 

 

 

 

Cash equivalents

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

U.S. Treasury Bills

 

$

19,961

 

 

$

3

 

 

$

—

 

 

$

19,964

 

Total available-for-sale securities

 

$

19,961

 

 

$

3

 

 

$

—

 

 

$

19,964

 

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Unrealized

 

 

 

 

Short-term investments

 

Amortized Cost

 

 

Gains

 

 

Losses

 

 

Estimated Fair Value

 

U.S. Treasury Bills

 

$

36,110

 

 

$

11

 

 

$

—

 

 

$

36,121

 

Total available-for-sale securities

 

$

36,110

 

 

$

11

 

 

$

—

 

 

$

36,121

 
v3.26.1
Equity (Tables)
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance

Shares of common stock reserved for future issuance as of December 31, 2025 were as follows:

 

 

 

Shares

 

Pre-funded warrants outstanding

 

 

4,882,615

 

Stock options outstanding

 

 

2,620,103

 

Reserved for issuance under equity incentive plans

 

 

1,736,669

 

RSUs outstanding

 

 

47,237

 

Reserved for issuance under employee stock purchase plan

 

 

41,825

 

Total

 

 

9,328,449

 
v3.26.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Summary of Weighted-Average Assumptions Used to Value Stock Options The weighted-average assumptions used to value these stock options using the Black-Scholes option-pricing model were as follows.

 

 

 

Year ended
December 31, 2025

 

 

Year Ended December 31, 2024

 

Risk-free interest rate

 

 

4.05

%

 

 

4.08

%

Dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term of options (years)

 

 

5.83

 

 

 

5.98

 

Volatility

 

 

117.26

%

 

 

110.15

%
Summary of Stock Option Activity

The table below summarizes the stock option activity during the year ended December 31, 2025:

 

 

 

Number of
Shares
Outstanding

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

 

Aggregate
Intrinsic
Value (in thousands)

 

Balances at December 31, 2024

 

 

212,501

 

 

$

103.51

 

 

7.82

 

 

$

760

 

Granted

 

 

2,580,000

 

 

$

8.57

 

 

 

—

 

 

 

—

 

Exercised

 

 

(2,837

)

 

$

11.21

 

 

 

—

 

 

 

—

 

Cancelled/Forfeited

 

 

(169,561

)

 

$

18.62

 

 

 

—

 

 

 

—

 

Balances at December 31, 2025

 

 

2,620,103

 

 

$

15.62

 

 

9.10

 

 

$

47,072

 

Vested and expected to vest at December 31, 2025

 

 

2,620,103

 

 

$

15.62

 

 

9.10

 

 

$

47,072

 

Exercisable at December 31, 2025

 

 

755,316

 

 

$

31.60

 

 

8.68

 

 

$

13,084

 
Summary of Restricted Stock Unit Award Transactions

Restricted stock unit award transactions during the year ended December 31, 2025 were as follows:

 

 

 

 

 

 

Weighted Avg

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Outstanding at December 31, 2024

 

 

28,537

 

 

$

 

38.50

 

Granted

 

 

55,000

 

 

$

 

10.16

 

Forfeited/Cancelled

 

 

(2,400

)

 

$

 

25.75

 

Issued as Common Stock

 

 

(33,900

)

 

$

 

11.43

 

Outstanding at December 31, 2025

 

 

47,237

 

 

$

 

25.58

 
Summary of Stock-Based Compensation Expenses

Stock-based compensation expenses included in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024 are as follows (in thousands):

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Research and development

 

$

1,711

 

 

$

1,075

 

General and administrative

 

 

4,547

 

 

 

2,020

 

Total

 

$

6,258

 

 

$

3,095

 
ESPP  
Summary of Weighted-Average Assumptions Used to Value Stock Options

The fair value of the rights granted to employees under the ESPP was estimated using a Black-Scholes option-pricing model with the following weighted-average valuation assumptions:

 

 

 

Year ended
December 31, 2025

 

 

Year Ended December 31, 2024

 

Fair value of common stock

 

$

12.44

 

 

$

16.34

 

Risk-free interest rate

 

 

4.29

%

 

 

5.32

%

Dividend yield

 

 

0.00

%

 

 

0.00

%

Expected term of options (years)

 

 

0.51

 

 

 

0.50

 

Volatility

 

 

145.00

%

 

 

72.58

%

 
v3.26.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Components of Net Loss Before Income Taxes

The components of net loss before income taxes consisted of the following (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

United States

$

(72,485

)

 

$

(30,905

)

International

 

4,147

 

 

 

(4,573

)

Net loss before taxes

$

(68,338

)

 

$

(35,478

)
Schedule of Federal and State Income Tax Provision

The federal and state income tax provision is summarized as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Current

 

 

 

 

 

   Federal

$

—

 

 

$

—

 

   State

 

—

 

 

 

—

 

   Foreign

 

1,037

 

 

 

—

 

Total current tax expense

 

1,037

 

 

 

—

 

Deferred

 

 

 

 

 

   Federal

 

—

 

 

 

—

 

   State

 

—

 

 

 

—

 

   Foreign

 

—

 

 

 

—

 

Total deferred tax expense

 

—

 

 

 

—

 

Total tax expense

$

1,037

 

 

$

-

 
Summary of Reconciliations of Income Tax

The Company adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements To Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025:

 

 

 

Year Ended December 31,

 

 

 

2025

 

U.S. federal statutory tax rate

 

$

(14,351

)

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

—

 

 

0.0

%

Foreign tax effects

 

 

 

 

 

Other foreign

 

 

166

 

 

-0.2

%

Effect of changes in tax laws or rates enacted in the current period

 

 

—

 

 

0.0

%

Effects of cross-border tax laws

 

 

 

 

 

   Global intangible low-taxed income

 

 

871

 

 

-1.3

%

Tax credits

 

 

 

 

 

Other

 

 

(294

)

 

0.4

%

Changes in valuation allowance

 

 

14,587

 

 

-21.3

%

Nontaxable or nondeductible items

 

 

 

 

 

Other

 

 

58

 

 

-0.1

%

Changes in unrecognized tax benefits

 

 

—

 

 

0.0

%

Effective tax rate

 

$

1,037

 

 

-1.50

%

(1) State income taxes in all jurisdictions is zero.

 

 

 

 

 

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the years ended December 31, 2024:

 

 

 

Year Ended December 31,

 

 

 

2024

 

Income tax expense (benefit) at federal statutory rate

 

$

(7,450

)

 

21.0

%

Increase/(decrease) in tax resulting from:

 

 

 

 

 

State income taxes

 

 

—

 

 

0.0

%

Change in valuation allowance

 

 

6,441

 

 

-18.2

%

Nondeductible R&D Expenses

 

 

921

 

 

-2.6

%

Stock-based compensation expense

 

 

90

 

 

-0.2

%

Other

 

 

(2

)

 

0.0

%

Total

 

$

—

 

 

0.0

%
Components of Net Deferred Tax Assets and Liabilities

The primary components of temporary differences which give rise to the Company’s net deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

Accrual to cash adjustment

$

1,040

 

 

$

499

 

Start-up costs

 

9,101

 

 

 

7,190

 

Patent costs

 

40

 

 

 

40

 

Stock-based compensation expense

 

1,937

 

 

 

1,432

 

Net operating loss

 

13,378

 

 

 

7,638

 

Capitalized R&D

 

12,619

 

 

 

6,813

 

Other deferred taxes

 

34

 

 

 

21

 

R&D credits

 

1,336

 

 

 

868

 

Total noncurrent deferred tax assets

 

39,485

 

 

 

24,501

 

Valuation allowance

 

(39,485

)

 

 

(24,501

)

Net deferred tax assets after valuation allowance

$

—

 

 

$

—

 
Summary of Net Operating Losses and Tax Credit Carryforwards

Net operating losses and tax credit carryforwards as of December 31, 2025 are as follows (in thousands):

 

 

 

Amount

 

 

Expiration Years

Net operating losses, federal (Post December 31, 2017)

 

$

59,836

 

 

Do Not Expire

Net operating losses, federal (Pre January 1, 2018)

 

$

11

 

 

2037

Net operating losses, state

 

$

11,602

 

 

2037

Net operating losses, foreign

 

$

—

 

 

Indefinite

Tax credits, federal

 

$

1,172

 

 

2041

Tax credits, state

 

$

933

 

 

Indefinite
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2025 and 2024 is as following (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Beginning Balance

$

411

 

 

$

251

 

Additions based on tax positions related to the current year

$

221

 

 

$

160

 

Ending Balance

$

632

 

 

$

411

 
v3.26.1
Organization and Description of Business - Additional Information (Details)
$ in Thousands
 12 Months Ended
Aug. 27, 2024
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Reverse stock split ratio 0.04    
Accumulated deficit   $ 223,373 $ 153,998
Cash and cash equivalents used in operating activities   (50,882) (30,745)
Cash and cash equivalents   $ 76,957 $ 22,244
v3.26.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Schedule Of Significant Accounting Policies [Line Items]    
Transfers between fair value hierarchy levels $ 0  
Impairment losses on property and equipment $ 0 $ 0
Number of prefunded or common stock warrants exercised 740,112  
Research and development tax incentive received $ 900,000  
Accounting Standards, Adoption true  
Accounting Standards, Immaterial effect true  
Accounting Standards Update us-gaap:AccountingStandardsUpdate202309Member  
Accounting Standards, Adoption date Dec. 31, 2025  
Common Stock    
Schedule Of Significant Accounting Policies [Line Items]    
Warrants outstanding 4,882,615  
Minimum    
Schedule Of Significant Accounting Policies [Line Items]    
Estimated useful life of assets 3 years  
Maximum    
Schedule Of Significant Accounting Policies [Line Items]    
Estimated useful life of assets 5 years  
v3.26.1
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents Excluded from Diluted Net Loss Calculation (Details) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 2,670,079 241,280
Options    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 2,620,103 212,501
Restricted Stock Units    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 47,237 28,537
Warrants    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 0 176
ESPP    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Anti-dilutive securities excluded from diluted net loss calculation 2,739 66
v3.26.1
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Prepaid manufacturing and research expenses $ 1,908 $ 1,982
Prepaid insurance 262 286
Prepaid professional fees 223 377
GST receivable 817 128
Other 422 208
Total prepaid expenses and other current assets $ 3,632 $ 2,981
v3.26.1
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 241 $ 125
Less accumulated depreciation (112) (48)
Total property and equipment, net 129 77
Equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 223 107
Furniture and Fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 18 $ 18
v3.26.1
Balance Sheet Components - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Prepaid insurance $ 0 $ 87
Clinical trial deposits 2,036 25
Other 25 26
Total other assets $ 2,061 $ 138
v3.26.1
Balance Sheet Components - Components of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]    
Accrued legal and professional fees $ 163 $ 97
Accrued compensation 2,250 1,551
Accrued manufacturing and research expenses 7,374 541
Accrued issuance costs 40 1,881
Deferred R&D credit 927 0
Accrued other expenses 8 132
Total accrued liabilities $ 10,762 $ 4,202
v3.26.1
Fair Value - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 76,957  
Cash, cash equivalents and short-term investments   $ 58,365
U.S. Treasury Bills    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 19,964  
Cash, cash equivalents and short-term investments   36,121
Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 53,713  
Cash, cash equivalents and short-term investments   20,780
Cash    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 3,280  
Cash, cash equivalents and short-term investments   1,464
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 56,993  
Cash, cash equivalents and short-term investments   22,244
Level 1 | Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 53,713  
Cash, cash equivalents and short-term investments   20,780
Level 1 | Cash    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 3,280  
Cash, cash equivalents and short-term investments   1,464
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents 19,964  
Cash, cash equivalents and short-term investments   36,121
Level 2 | U.S. Treasury Bills    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash and cash equivalents $ 19,964  
Cash, cash equivalents and short-term investments   $ 36,121
v3.26.1
Available-for-Sale Securities - Schedule of Available-for-Sale Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Debt Securities, Available-for-Sale [Line Items]    
Cash equivalents, Amortized Cost $ 76,957 $ 22,244
U.S. Treasury Bills    
Debt Securities, Available-for-Sale [Line Items]    
Cash equivalents, Amortized Cost 19,961  
Cash equivalents, Unrealized Gains 3  
Cash equivalents, Estimated Fair Value $ 19,964  
Investment, Type [Extensible Enumeration]   us-gaap:ShortTermInvestmentsMember
Available-for-sale securities, Amortized Cost   $ 36,110
Available-for-sale securities, Unrealized Gains   11
Available-for-sale securities, Estimated Fair Value   $ 36,121
v3.26.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jan. 08, 2026
Sep. 20, 2024
Oct. 31, 2024
Oct. 31, 2023
Aug. 31, 2023
Dec. 31, 2025
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]              
FDIC insured amount           $ 250  
Rent expenses           408 $ 300
Contractual obligation           $ 18,800  
Claim payment             $ 650
Complaint filed, month and year     2024-10 2023-10 2023-08    
Name of plaintiff     Forte Biosciences Forte Biosciences Camac Fund LP    
Name of defendant     Wesco Insurance Co. Camac Fund, LP members of the Company's Board of Directors and entities affiliated with certain of the Company’s investors.    
Loss contingency, damages sought, value   $ 1,500          
Proceeds for settlement cost $ 5,000            
Legal settlements as interim payment under reservation of rights $ 2,300            
v3.26.1
Equity - Additional Information (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jun. 25, 2025
$ / shares
shares
Nov. 21, 2024
USD ($)
Days
$ / shares
shares
Jul. 31, 2025
USD ($)
shares
Dec. 31, 2025
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2025
USD ($)
Class Of Stock [Line Items]            
Gross proceeds from issuance of common stock | $       $ 1,779 $ 0  
2024 Private Placement            
Class Of Stock [Line Items]            
Issuance of stock closing date   90 days        
Issuance of stock threshold period   3 years        
Common stock threshold consecutive trading day period | Days   30        
Public Offering            
Class Of Stock [Line Items]            
Gross proceeds from issuance of common stock | $       75,000    
Underwriting discounts commissions and offering expenses | $       5,100    
Maximum | Shelf Registration            
Class Of Stock [Line Items]            
Issuance in securities | $           $ 300,000
Certain Executive Officers and Senior Management | 2024 Private Placement            
Class Of Stock [Line Items]            
Private placement purchasing amount | $   $ 475        
Shares price, per share | $ / shares   $ 5.552        
Pre funded warrants            
Class Of Stock [Line Items]            
Offering costs | $       $ 5,058    
Common Stock            
Class Of Stock [Line Items]            
Common stock issued, shares   4,931,389        
Warrant ownership limit 9.90% 19.99%        
Warrant ownership increase or decrease limit 19.99% 19.99%        
Warrant notice limit 61 days 61 days        
Number of prefunded warrants exercised       740,112    
Warrants outstanding       4,882,615    
Common Stock | 2024 Private Placement            
Class Of Stock [Line Items]            
Gross proceeds of private placement | $   $ 53,000        
Offering costs | $   $ 3,400        
Common Stock | Public Offering            
Class Of Stock [Line Items]            
Shares of common stock sold 5,630,450          
Sale of common stock price per share | $ / shares $ 12          
Common Stock | Over Allotment Option            
Class Of Stock [Line Items]            
Common stock issued, shares 937,508          
Shares of common stock sold     148,258      
Gross proceeds from issuance of common stock | $     $ 1,800      
Offering costs | $     $ 100      
Common Stock | Certain Executive Officers and Senior Management | 2024 Private Placement            
Class Of Stock [Line Items]            
Shares price, per share | $ / shares   $ 5.552        
Common Stock | Pre funded warrants            
Class Of Stock [Line Items]            
Warrants to purchase common stock 619,606     4,882,615 5,003,121  
Common stock exercise price | $ / shares $ 0.001 0.001        
Shares price, per share | $ / shares $ 11.999 $ 5.552        
Warrants outstanding       4,882,615    
Common Stock | Pre funded warrants | 2024 Private Placement            
Class Of Stock [Line Items]            
Warrants to purchase common stock   4,615,555        
Shares price, per share | $ / shares   $ 5.551        
Series A Preferred Stock            
Class Of Stock [Line Items]            
Preferred stock authorized, shares       10,000,000 10,000,000  
Preferred stock per share | $ / shares       $ 0.001 $ 0.001  
Preferred stock outstanding, shares       0 0  
v3.26.1
Equity - Schedule of Common Stock Reserved for Future Issuance (Details)
Dec. 31, 2025
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 9,328,449
Stock Options Outstanding  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 2,620,103
Equity Incentive Plan  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 1,736,669
Restricted Stock Units (RSUs)  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 47,237
Employee Stock Purchase Plan  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 41,825
Pre funded warrants  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Total common stock reserved for future issuance 4,882,615
v3.26.1
Stock-Based Compensation - Additional Information (Details) - USD ($)
 1 Months Ended 12 Months Ended
May 31, 2021
Dec. 31, 2025
Dec. 31, 2024
Sep. 30, 2025
Feb. 28, 2025
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Weighted average grant-date fair value of stock options granted   $ 7.39 $ 14.25    
Total intrinsic value of options exercised   $ 12,000 $ 0    
Fair value of stock price   $ 27.27      
Stock-based compensation expense   $ 6,258,000 3,095,000    
Shares available for future issuance   9,328,449      
Unrecognized compensation expense   $ 14,400,000      
Weighted-average period over which unrecognized compensation expense is expected to be recognized   2 years 3 months 14 days      
Options          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Expiration years from the date of grant   10 years      
Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Service-based awards, vesting period   4 years      
Service-based awards vesting percentage   6.25%      
Aggregate fair value of restricted stock units vested   $ 505,000      
Shares available for future issuance   47,237      
Performance Stock Options and Restricted Stock Awards          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Unrecognized compensation expense   $ 500,000      
2020 Inducement Equity Incentive Plan          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Aggregate authorized shares       1,080,000  
Shares available for issuance   801,200      
2021 Equity Incentive Plan          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Service-based awards, vesting period 4 years        
Service-based awards vesting description   vested over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service with the remaining awards vesting monthly in equal installments over the following thirty-six months.      
Aggregate authorized shares         3,340,000
Shares available for issuance   935,469      
2021 Equity Incentive Plan | Following Twelve Months of Service          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Service-based awards vesting percentage 25.00%        
2021 Equity Incentive Plan | Board of Directors          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Service-based awards, vesting period 3 years 12 months      
Service-based awards vesting description   vesting occurs in thirty-six equal monthly installments over a three-year period for initial grants and in twelve equal monthly installments over a twelve-month period for subsequent grants.      
2017 Employee Stock Purchase Plan          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Stock-based compensation expense   $ 74,000 $ 8,000    
Eligible employees withhold percentage of earnings to purchase shares of common stock 15.00%        
Shares available for future issuance   41,825      
Shares reserved for issuance increase percentage of total number of shares of common stock outstanding 1.00%        
Shares Issued under plan   1,658 958    
2017 Employee Stock Purchase Plan | Maximum          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Number of shares of common stock reserved for issuance increase on of each calendar year 12,000        
2017 Employee Stock Purchase Plan | On First Date of Offering | Maximum          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Percentage of fair market value of share of common stock to purchase 85.00%        
2017 Employee Stock Purchase Plan | On Date of Purchase | Maximum          
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]          
Percentage of fair market value of share of common stock to purchase 85.00%        
v3.26.1
Stock-Based Compensation - Summary of Weighted-Average Assumptions Used to Value Stock Options (Details) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]    
Risk-free interest rate 4.05% 4.08%
Dividend yield 0.00% 0.00%
Expected term of options (years) 5 years 9 months 29 days 5 years 11 months 23 days
Volatility 117.26% 110.15%
ESPP    
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]    
Fair value of common stock $ 12.44 $ 16.34
Risk-free interest rate 4.29% 5.32%
Dividend yield 0.00% 0.00%
Expected term of options (years) 6 months 3 days 6 months
Volatility 145.00% 72.58%
v3.26.1
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Number of Shares Outstanding    
Outstanding, Beginning 212,501  
Granted 2,580,000  
Exercised (2,837)  
Cancelled/Forfeited (169,561)  
Outstanding, Ending 2,620,103 212,501
Vested and expected to vest 2,620,103  
Exercisable 755,316  
Weighted-Average Exercise Price    
Outstanding, Beginning $ 103.51  
Granted 8.57  
Exercised 11.21  
Cancelled/Forfeited 18.62  
Outstanding, Ending 15.62 $ 103.51
Vested and expected to vest 15.62  
Exercisable $ 31.60  
Weighted-Average Remaining Contractual Term (Years)    
Outstanding 9 years 1 month 6 days 7 years 9 months 25 days
Vested and expected to vest 9 years 1 month 6 days  
Exercisable 8 years 8 months 4 days  
Aggregate Intrinsic Value    
Outstanding $ 47,072 $ 760
Vested and expected to vest 47,072  
Exercisable $ 13,084  
v3.26.1
Stock-Based Compensation - Summary of Restricted Stock Unit Award Transactions (Details) - Restricted Stock Unit Awards
 12 Months Ended
Dec. 31, 2025
$ / shares
shares
Shares  
Outstanding at December 31, 2024 28,537
Granted 55,000
Forfeited/Cancelled (2,400)
Issued as Common Stock (33,900)
Outstanding at December 31, 2025 47,237
Weighted Avg Grant Date Fair Value  
Outstanding at December 31, 2024 | $ / shares $ 38.50
Granted | $ / shares 10.16
Forfeited/Cancelled | $ / shares $ 25.75
Issued as Common Stock 11.43
Outstanding at December 31, 2025 | $ / shares $ 25.58
v3.26.1
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]    
Stock-based compensation expense $ 6,258 $ 3,095
Research and Development    
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]    
Stock-based compensation expense 1,711 1,075
General and Administrative    
Share Based Compensation Arrangement by Share Based Payment Award [Line Items]    
Stock-based compensation expense $ 4,547 $ 2,020
v3.26.1
Income Taxes - Components of Net Loss Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
United States $ (72,485) $ (30,905)
International 4,147 (4,573)
Net loss before taxes $ (68,338) $ (35,478)
v3.26.1
Income Taxes - Schedule of Federal and State Income Tax Provision (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Current    
Federal $ 0 $ 0
State 0 0
Foreign 1,037 0
Total current tax expense 1,037 0
Deferred    
Federal 0 0
State 0 0
Foreign 0 0
Total deferred tax expense 0 0
Total tax expense $ 1,037 $ 0
v3.26.1
Income Taxes - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Line Items]    
Increase in deferred tax assets related to capitalized research expenses over year $ 5,800,000  
Valuation allowance increase (decrease), amount $ 15,000,000 $ 5,900,000
Cumulative change in ownership percentage 50.00%  
Period for cumulative change in ownership 3 years  
Accruals interest for uncertain tax position $ 0 0
Penalties for uncertain tax positions 0 $ 0
Federal | Research and Development    
Income Tax Disclosure [Line Items]    
Tax credit carryforward $ 1,200,000  
Tax credit carryforward expiration year 2041  
State | Research and Development    
Income Tax Disclosure [Line Items]    
Tax credit carryforward $ 900,000  
v3.26.1
Income Taxes - Summary of Reconciliations of Income Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
U.S. federal statutory tax rate $ (14,351) $ (7,450)
Increase/(decrease) in tax resulting from:    
State and local income taxes, net of federal income tax effect 0 [1] 0
Foreign tax effects    
Other foreign 166  
Effect of changes in tax laws or rates enacted in the current period 0  
Global intangible low-taxed income 871  
Tax credits    
Other (294)  
Changes in valuation allowance 14,587 6,441
Nontaxable or nondeductible items    
Other 58  
Changes in unrecognized tax benefits 0  
Nondeductible R&D Expenses   921
Stock-based compensation expense   90
Other   (2)
Total tax expense $ 1,037 $ 0
U.S. federal statutory tax rate 21.00% 21.00%
Increase/(decrease) in tax resulting from:    
State and local income taxes, net of federal income tax effect 0.00% [1] 0.00%
Foreign tax effects    
Other foreign (0.20%)  
Effect of changes in tax laws or rates enacted in the current period 0.00%  
Global Intangible low-taxed income (1.30%)  
Tax credits    
Other 0.40%  
Changes in valuation allowance (21.30%) (18.20%)
Nontaxable or nondeductible items    
Other (0.10%)  
Changes in unrecognized tax benefits 0.00%  
Nondeductible R&D Expenses   (2.60%)
Stock-based compensation expense   (0.20%)
Other   0.00%
Effective tax rate (1.50%) 0.00%
[1]

 

Year Ended December 31,

 

 

 

2025

 

U.S. federal statutory tax rate

 

$

(14,351

)

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

—

 

 

0.0

%

Foreign tax effects

 

 

 

 

 

Other foreign

 

 

166

 

 

-0.2

%

Effect of changes in tax laws or rates enacted in the current period

 

 

—

 

 

0.0

%

Effects of cross-border tax laws

 

 

 

 

 

   Global intangible low-taxed income

 

 

871

 

 

-1.3

%

Tax credits

 

 

 

 

 

Other

 

 

(294

)

 

0.4

%

Changes in valuation allowance

 

 

14,587

 

 

-21.3

%

Nontaxable or nondeductible items

 

 

 

 

 

Other

 

 

58

 

 

-0.1

%

Changes in unrecognized tax benefits

 

 

—

 

 

0.0

%

Effective tax rate

 

$

1,037

 

 

-1.50

%

(1) State income taxes in all jurisdictions is zero.

 

 

 

 
v3.26.1
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Deferred tax assets:    
Accrual to cash adjustment $ 1,040 $ 499
Start-up costs 9,101 7,190
Patent costs 40 40
Stock-based compensation expense 1,937 1,432
Net operating loss 13,378 7,638
Capitalized R&D 12,619 6,813
Other Deferred Taxes 34 21
R&D Credits 1,336 868
Total noncurrent deferred tax assets 39,485 24,501
Valuation allowance $ (39,485) $ (24,501)
v3.26.1
Income Taxes - Summary of Net Operating Losses and Tax Credit Carryforwards (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Federal  
Operating Loss Carryforwards [Line Items]  
Net operating loss carryforwards expiration year 2041
Tax credit carryforward $ 1,172
Federal | Post December 31, 2017  
Operating Loss Carryforwards [Line Items]  
Net operating loss carryforwards 59,836
Federal | Pre January 1, 2018  
Operating Loss Carryforwards [Line Items]  
Net operating loss carryforwards $ 11
Net operating loss carryforwards expiration year 2037
State  
Operating Loss Carryforwards [Line Items]  
Net operating loss carryforwards $ 11,602
Net operating loss carryforwards expiration year 2037
Tax credit carryforward $ 933
Foreign  
Operating Loss Carryforwards [Line Items]  
Net operating loss carryforwards $ 0
v3.26.1
Income Taxes - Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
Beginning Balance $ 411 $ 251
Additions based on tax positions related to the current year 221 160
Ending Balance $ 632 $ 411
v3.26.1
Related Party Transactions - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Nov. 21, 2024
Dec. 31, 2025
Dec. 31, 2024
Related Party Transaction [Line Items]      
Payments for scientific consulting services   $ 600 $ 479
Certain Executive Officers and Senior Management | 2024 Private Placement      
Related Party Transaction [Line Items]      
Private placement purchasing amount $ 475    
Shares price, per share $ 5.552    
v3.26.1
Employee Benefit Plan - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Retirement Benefits [Abstract]    
Total cost related to the 401(k) plan $ 166 $ 138
v3.26.1
Segment Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2025
Segment
Segment Reporting [Abstract]  
Number of operating segment 1
Segment reporting, CODM, individual title and position or group name srt:ChiefExecutiveOfficerMember
Segment reporting, expense information used by CODM, description Further, the CODM reviews and utilizes research and development expenses, general and administrative expenses and other income, net as reported in the statements of operations and comprehensive loss to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the statements of operations and comprehensive loss. In addition to the statements of operations and comprehensive loss, the CODM is regularly provided with forecasted expense information which is used to determine the Company’s liquidity needs.
v3.26.1
Subsequent Events - Additional Information (Details)
 1 Months Ended
Feb. 28, 2026
shares
Subsequent Event | Pre funded warrants | 2024 Private Placement  
Subsequent Event [Line Items]  
Warrants exercised 925,773