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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-42914

MapLight Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	83-2163243
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
800 Chesapeake Drive Redwood City, California	94063
(Address of principal executive offices)	(Zip Code)

(617) 984-6300

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Voting Common Stock, par value $0.0001 per share

     MPLT

     Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 24, 2025, the registrant had 45,373,033 shares of Voting Common Stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	80
Signatures		81

MapLight Therapeutics, Inc. ("MapLight" or the "Company") was incorporated in November 2018 as Alvarado Therapeutics, Inc., a Delaware corporation. In August 2019, the Company changed its name to MapLight Therapeutics, Inc. The Company is a clinical-stage biopharmaceutical company focused on improving the lives of patients suffering from debilitating central nervous system ("CNS") disorders.

Risks and Uncertainties

The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry, including, but not limited to, completing preclinical studies and clinical trials, obtaining regulatory approval for its programs, market acceptance of products, developments related to its competitors, dependence on key personnel, the ability to attract and retain qualified employees, reliance on third-party organizations, protection of intellectual property, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company's product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Reverse Stock Split, Initial Public Offering and Concurrent Private Placement

In October 2025, the Company's Board of Directors approved a 1-for-16.8 reverse stock split of the Company's common stock. This also resulted in an adjustment to the conversion price for each series of the Company's redeemable convertible preferred stock, to the number of shares of common stock underlying outstanding restricted stock units, and to the exercise prices and number of shares of common stock underlying outstanding stock options. Accordingly, all share and per share information relating to common stock for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted. The per share par value and authorized number of shares of the Company's common stock were not adjusted as a result of the reverse stock split.

In October 2025, the Company closed its initial public offering ("IPO"), pursuant to which the Company issued and sold an aggregate of 16,962,500 shares of its common stock (inclusive of 2,212,500 shares pursuant to the exercise of the underwriters' overallotment option in full) at a public offering price of $17.00 per share for gross proceeds of $288.4 million. The Company estimates the aggregate net proceeds from the IPO, including the exercise by the underwriters of their option to purchase additional shares, to be approximately $262.3 million, after deducting underwriting discounts and commissions and estimated offering expenses. Concurrent with the IPO, the Company also closed a private placement, in which the Company issued and sold 476,707 shares of its common stock at a price of $17.00 per share (the "Concurrent Private Placement"). The Company received aggregate net proceeds of $7.5 million from the Concurrent Private Placement, after deducting placement agent fees and estimated private placement expenses.

Upon the closing of the IPO, all of the Company's then-outstanding shares of redeemable convertible preferred stock converted into 25,412,974 shares of common stock (of which 2,727,511 shares were non-voting common stock) at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of redeemable convertible preferred stock outstanding. The condensed consolidated financial statements as of September 30, 2025, including share and per share amounts, do not give effect to the IPO, as it closed subsequent to September 30, 2025.

Liquidity and Going Concern

The Company's unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative operating cash flows since inception, and had an accumulated deficit of $281.0 million as of September 30, 2025. The Company expects to continue to generate operating losses for the foreseeable future. The Company's future viability is dependent on its ability to raise additional capital to finance its operations and pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all.

The Company has funded its operations primarily with proceeds from the sale of capital stock and research and development grants received. The Company's current plans include funding multiple clinical trials, including Phase 2 trials for its lead product

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candidate, ML-007C-MA, and ML-004, as well as continued preclinical support and development of its pipeline. Based on the current operating plans and financial position, the Company believes that its existing cash, cash equivalents, and short-term investments of $227.2 million, together with the net proceeds from the IPO and the Concurrent Private Placement, will be sufficient to allow the Company to fund its operations for at least twelve months from the date these condensed consolidated financial statements were issued.

Summary of Significant Accounting Policies

The significant accounting policies and estimates used in the preparation of the accompanying condensed consolidated financial statements are described in the Company's audited consolidated financial statements for the year ended December 31, 2024. There have been no material changes to the Company's accounting policies during the nine months ended September 30, 2025.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet at September 30, 2025, the condensed consolidated statements of operations and comprehensive loss and the statements of changes in redeemable convertible preferred stock and stockholders' deficit for the three and nine months ended September 30, 2025 and 2024, and the statements of cash flows for the nine months ended September 30, 2025 and 2024 are unaudited. The condensed consolidated interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company's financial position at September 30, 2025, the results of its operations for the three and nine months ended September 30, 2025 and 2024 and its cash flows for the nine months ended September 30, 2025 and 2024. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2025 and 2024 are also unaudited. The results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any other subsequent interim period. The accompanying condensed consolidated balance sheet at December 31, 2024 was derived from the audited annual financial statements; however, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations.

Recently Issued But Not Yet Adopted Accounting Pronouncements and Legislation

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements as well. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires entities to disclose additional information about specific expense categories in the notes to the financial statements. The update is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the effect of this update on its consolidated financial statements and related disclosures.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes, among other provisions, changes to the U.S. corporate income laws, including allowing the immediate expensing of certain qualifying research and development costs and the permanent extension of certain provisions within the Tax Cuts and Jobs Act. The Company is still analyzing the impacts that the OBBBA will have on its consolidated financial statements and disclosures.

Investments

The following table summarizes the amortized cost and estimated fair value of the Company's U.S. Treasury securities, U.S. government agency bonds, commercial paper and corporate debt securities, which are considered to be available-for-sale investments and were included in short-term investments and long-term investments as of September 30, 2025 and December 31, 2024 (in thousands):

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	September 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Short-term investments:
U.S. Treasury securities	$	75,229	$	21	$	—		$	75,250
Commercial paper		67,200		4		(19	)		67,185
Corporate debt securities		20,545		42		—			20,587
	$	162,974	$	67	$	(19	)	$	163,022


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Short-term investments:
U.S. Treasury securities	$	53,600	$	78	$	(2	)	$	53,676
U.S. government agency bonds		4,988		8		—			4,996
Corporate debt securities		11,837		33		—			11,870
Long-term investments:
Corporate debt securities		11,334		46		—			11,380
	$	81,759	$	165	$	(2	)	$	81,922

Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the condensed consolidated balance sheets and are not included in the tables above. As of September 30, 2025, all short-term investments had contractual maturities within one year.

The aggregate fair value of available-for-sale securities held by the Company in an unrealized loss position for less than 12 months as of September 30, 2025 was $64.4 million. The unrealized loss associated with available for-sale securities was less than $0.1 million. There were no available-for-sale securities in a continuous unrealized loss position for greater than 12 months. The Company evaluated its securities for potential impairment and considered the decline in market value to be primarily attributable to current economic and market conditions. Additionally, the Company does not intend to sell the investments in an unrealized loss position and does not expect it will be required to sell the investments before recovery of their amortized cost bases, which may be at the time of maturity. Given the Company's intent and ability to hold such investments until the recovery of their amortized cost basis, and the lack of a significant change in credit risk for these investments, the Company does not consider these investments to be impaired and there were no allowances for credit losses as of September 30, 2025 or December 31, 2024.

Fair Value Measurement

The following table presents information about the Company's financial assets measured at fair value on a recurring basis (in thousands):


			Fair Value Measurements at September 30, 2025 Using:
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	34,525	$	34,525	$	—	$	—
Commercial paper		9,968		—		9,968		—
Short-term investments:
U.S. Treasury securities		75,250		75,250		—		—
Commercial paper		67,185		—		67,185		—
Corporate debt securities		20,587		—		20,587		—
Total assets	$	207,515	$	109,775	$	97,740	$	—

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			Fair Value Measurements at December 31, 2024 Using:
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents:
Money market funds	$	20,607	$	20,607	$	—	$	—
Short-term investments:
U.S. Treasury securities		53,676		53,676		—		—
U.S. government agency bonds		4,996		—		4,996		—
Corporate debt securities		11,870		—		11,870		—
Long-term investments:
Corporate debt securities		11,380		—		11,380		—
Total assets	$	102,529	$	74,283	$	28,246	$	—

The Company classifies its money market funds and U.S. Treasury securities as Level 1 assets under the fair value hierarchy as these assets have been valued using quoted market prices in active markets without any valuation adjustment. The Company classifies its U.S. government agency bonds, commercial paper and corporate debt securities as Level 2 assets under the fair value hierarchy as these assets have been valued using information obtained through a third-party pricing service as of the balance sheet date, using observable market inputs that may include trade information, broker or dealer quotes, bids, offers, or a combination of these data sources.

During the nine months ended September 30, 2025, there were no transfers between levels. The Company uses the carrying amounts of its prepaid expenses and other current assets, accounts payable, and accrued expenses to approximate their fair values due to the short-term nature of these amounts.

Property and Equipment, Net

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


	September 30,			December 31,
	2025			2024
Lab equipment	$	2,174		$	2,104
Computer equipment		627			627
Clinical equipment		517			517
Other property and equipment		41			41
Total property and equipment		3,359			3,289
Less: accumulated depreciation		(2,500	)		(2,082	)
Property and equipment, net	$	859		$	1,207

Depreciation expense related to property and equipment for the three months ended September 30, 2025 and 2024 was $0.1 million and $0.2 million, respectively. Depreciation expense related to property and equipment for the nine months ended September 30, 2025 and 2024 was $0.4 million and $0.5 million, respectively.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Research and development	$	6,042	$	4,313
Employee compensation		3,995		4,013
Legal services		1,881		107
Other		2,130		1,558
Total accrued expenses	$	14,048	$	9,991

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Leases

The Company leases office and laboratory space, which is classified as an operating lease on the condensed consolidated balance sheets.

In August 2020 the Company entered into a lease agreement for 10,500 square feet of office and lab space in Redwood City, California. In May 2021, the Company entered into the first amendment to extend the term to expire the last day of the twenty-sixth month after commencement. The lease commenced in June 2021. In August 2022, the Company entered into a second amendment to the lease, increasing the office and lab space to 11,655 square feet effective in August 2022 and to 13,734 square feet effective in August 2023. Additionally, the term of the lease was extended to June 2031. The Company and the lessor have the ability to terminate the lease with 15 months' notice. Upon execution of the second amendment, the right of use asset and lease liability balances were $6.3 million and $6.4 million, respectively. Cash required to be held as security deposit to be held in accordance with the lease is $0.2 million.

In September 2023, the Company entered into a lease agreement for office space in Burlington, Massachusetts. This lease commenced in April 2024, when the Company took occupancy of the space for its intended use, and has an initial term of approximately five years, with an option to extend the term for an additional five years. At lease commencement, the Company recognized a right of use asset and lease liability of $1.5 million and $1.3 million, respectively. Cash required to be held as security deposit in accordance with the lease is $0.2 million.

The following table summarizes the presentation of the Company's operating leases on its condensed consolidated balance sheets (in thousands):


Leases	Balance Sheet Classification	September 30, 2025		December 31, 2024
Assets:
Operating lease assets	Right of use asset	$	5,710	$	6,354
Total lease assets		$	5,710	$	6,354
Liabilities:
Current:
Operating lease liabilities	Lease liability - current	$	862	$	778
Noncurrent:
Operating lease liabilities	Lease liability - non-current		5,144		5,801
Total lease liabilities		$	6,006	$	6,579

The components of lease cost under ASC Topic 842, Leases included within operating expenses in the Company's condensed consolidated statements of operations and comprehensive loss were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Lease Cost	2025		2024		2025		2024
Operating lease costs	$	346	$	349	$	1,037	$	951
Variable lease costs		56		93		218		226
Total lease cost	$	402	$	442	$	1,255	$	1,177

As of September 30, 2025 and December 31, 2024, the weighted-average remaining lease term for operating leases was 5.4 years and 6.2 years, respectively, and the weighted-average discount rate was 8.7% and 8.8%, respectively. Cash paid for amounts included in the measurement of lease liabilities was $0.3 million for both of the three months ended September 30, 2025 and 2024. Cash paid for amounts included in the measurement of lease liabilities was $1.0 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

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Future minimum annual lease commitments under the Company's non-cancelable operating leases as of September 30, 2025 were as follows (in thousands):


Fiscal Year	Amount
2025 (remaining 3 months)	$	327
2026		1,335
2027		1,376
2028		1,419
2029		1,263
Thereafter		1,752
Total lease payments		7,472
Less: imputed interest		(1,466	)
Present value of operating lease liabilities	$	6,006

Equity Method Investment

In October 2023, the Company entered into an Assignment and Assumption Agreement (the "Stellaromics Agreement") with Stellaromics, Inc. ("Stellaromics"), an entity focused on developing and commercializing a proprietary three-dimensional transcriptomic device inclusive of a confocal, probes, operating software and sample analysis software, pursuant to which in exchange for contributing an exclusive worldwide license for STARmap, a three-dimensional intact tissue sequencing, imaging and analysis technology, the Company received 9.8% of the capital stock of Stellaromics at the time of the closing. As of September 30, 2025, the Company held approximately 3.7% of the outstanding capital stock of Stellaromics. Additionally, the Company's current Chief Executive Officer is a member of Stellaromics' board of directors.

The Company has significant influence over, but does not control, Stellaromics through its noncontrolling representation on Stellaromics' board of directors and the Company's equity interest in Stellaromics. The Company determined that Stellaromics is a variable interest entity because it does not have sufficient equity at risk to finance its operations without additional subordinated financial support. The Company is not the primary beneficiary as it does not have the power to direct activities that most significantly impact Stellaromics' economic performance. Accordingly, the Company does not consolidate the financial statements of Stellaromics and accounts for its investment using the equity method of accounting. The determination of whether an entity is a variable interest entity and whether the Company is the primary beneficiary of a variable interest entity is based upon the facts and circumstances and requires significant judgments such as whether the entity is a variable interest entity and whether the Company is the primary beneficiary of the entity either individually or via a related party group. The Company's maximum exposure to loss due to its involvement with Stellaromics is the carrying value of the investment.

Upon the closing of the Stellaromics Agreement, the fair value of the Company's investment in Stellaromics was $1.1 million, which represented the fair value of the common stock received under the Stellaromics Agreement. The fair value of the Stellaromics common stock was determined by management. In determining the fair value of the Company's investment, the Company used an option pricing model/backsolve approach based on Stellaromics' most recent funding of preferred stock. The valuation required the input of certain subjective assumptions. The key assumptions used in the option pricing model, which are Level 3 inputs, included the anticipated holding period prior to an exit and liquidity event, the volatility of market participants and the discount for lack of marketability. The Company adjusts the carrying value of its investment in Stellaromics by its proportionate share of Stellaromics' net loss based on the Company's share of Stellaromics' outstanding common stock and in-substance common stock.

Upon the closing of the Stellaromics Agreement, a basis difference was identified as the carrying value of the Company's investment in Stellaromics exceeded the Company's proportionate share of the underlying net assets in Stellaromics. The Company concluded that the basis difference was primarily attributable to Stellaromics' in process research and development ("IPR&D") assets. As Stellaromics did meet the definition of a business, the basis difference attributable to the IPR&D with no alternative future use is tracked but not recorded until such time that the IPR&D asset is placed in service or impaired. The Company did not record a gain or loss on its equity method investment for the three months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, the Company recognized a loss from its equity method investment of zero and $1.0 million, respectively, in the Company's condensed consolidated statements of operations and comprehensive loss for its share of Stellaromics' loss after considering basis differences. As of September 30, 2025 and December 31, 2024, the carrying value of the investment was $0, and no further losses will be recorded because the Company does not have any obligation to fund future losses.

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Redeemable Convertible Preferred Stock

As of September 30, 2025, the Company had authorized 603,469,745 shares of voting redeemable convertible preferred stock, of which it had designated 5,000,000 shares as Series A Preferred Stock ("Series A"), 14,946,844 shares as Series A-1 Preferred Stock ("Series A-1"), 45,010,383 shares as Series B Preferred Stock ("Series B"), 147,325,527 shares as Series C Preferred Stock ("Series C") and 391,186,991 shares as Series D Preferred Stock ("Series D") (collectively, the "Voting Preferred Stock"), and had authorized 4,622,496 shares of non-voting redeemable convertible preferred stock, of which it had designated 4,622,496 shares as Series B-1 Preferred Stock ("Series B-1") (collectively, the "Preferred Stock").

In connection with the IPO in October 2025, all outstanding shares of the Company's Preferred Stock automatically converted into an aggregate of 25,412,974 shares of the Company's common stock, of which 2,727,511 shares were non-voting common stock.

Issuances of Preferred Stock

On March 27, 2024, the Company issued a total of 78,573,608 shares of Series C at a purchase price of $1.52723 per share for gross proceeds of $120.0 million.

On July 18, 2025, the Company entered into a Series D Preferred Stock Purchase Agreement with certain investors (the "Series D Agreement"). As of September 30, 2025, the Company had issued a total of 210,033,285 shares of Series D to investors at a purchase price of $0.95223 per share for gross proceeds of $200.0 million. The Company incurred issuance costs of $1.1 million in connection with the issuances of Series D.

The Preferred Stock had the following rights and preferences prior to conversion into common stock upon the closing of the IPO:

Voting: Each holder of outstanding shares of Preferred Stock was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of outstanding shares of Series A, Series A-1 and Series B, voting together as a single class, were entitled to elect two members of the Board of Directors. The holders of outstanding shares of Series B and Series C, voting together as a single class, were entitled to elect two members of the Board of Directors. The holders of outstanding shares of Series C, voting together as a single class were entitled to elect one member of the Board of Directors. The holders of outstanding shares of Series D, voting together as a single class, were entitled to elect one member of the Board of Directors. The Series B-1 were non-voting shares. The holders of a majority of the outstanding shares of voting common stock, voting as a separate class, were entitled to elect one member of the Board of Directors.

Dividends: Prior to and in preference of any dividends declared for common stock, the Board of Directors could elect to declare dividends on each share of Preferred Stock. Preferred stockholders were entitled to an 8% annual dividend of the original issue price per share. No dividends were declared or paid during the nine months ended September 30, 2025 and 2024.

Liquidation preference: In the event of any liquidation, dissolution, winding-up or liquidation event (as defined in the Company's Amended and Restated Certificate of Incorporation) of the Company, the holders of the Series D were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of any other series of Preferred Stock or common stock by reason of their ownership thereof, an amount equal to the Series D original issue price, plus all declared but unpaid dividends, on each Series D share held. After payment in full of the holders of shares of Series D, the holders of the Series C were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of Series A, Series A-1, Series B and Series B-1 or common stock by reason of their ownership thereof, an amount equal to the Series C original issue price, plus all declared but unpaid dividends, on each Series C share held. After payment in full of the holders of shares of Series D and Series C, the holders of the Series A, Series A-1, Series B and Series B-1 were entitled to receive, prior and in preference to any distribution of any of the proceeds of such liquidation event to the holders of common stock by reason of their ownership thereof, an amount equal to the original issue price of the respective series of Preferred Stock, plus all declared but unpaid dividends, on each share of Series A, Series A-1, Series B and Series B-1 held. Any remaining amounts after payment to holders of Preferred Stock would have been paid to holders of common stock.

Conversion: Each share of Preferred Stock was convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of Preferred Stock by the conversion price of each series in effect at time of the conversion. The original issuance price of each series of Preferred Stock was $0.95223 per share, $1.52723 per share, $2.596 per share, $1.177506 per share, $1.07046 per share and $1.00 per share for the Series D, Series C, Series B-1, Series B, Series A-1 and Series A, respectively. The initial conversion price for each series of Preferred Stock was the respective original issue price, subject to adjustment in accordance with the anti-dilution provisions

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of the stock. Each share of Preferred Stock would have been automatically converted into one share of common stock at the then effective conversion rate in the event of either (i) the occurrence of an event, specified by the vote or written consent of the holders of a majority of the Series D, Series C, Series B, Series A-1 and Series A, voting together as a single class, and the holders of at least 60% of the Series D, or (ii) a qualified initial public offering at a price of at least $19.20 per share resulting in gross offering proceeds to the Company of not less than $150.0 million. As of September 30, 2025, none of the outstanding shares of Preferred Stock had been converted into common stock.

The Series D Agreement and the Company's then-effective Amended and Restated Certificate of Incorporation included a defaulting purchaser provision pursuant to which an investor's shares of Series D would be automatically converted into one-tenth of a share of common stock and forfeit their preferred share rights if such investor were to fail to purchase at the Tranche 2 Closing (as defined in the Series D Agreement) the Series D allocated to such investor.

Redemption: The Preferred Stock was not redeemable at the option of the holders thereof.

Reissuance: Shares of any Preferred Stock that were redeemed or converted would have been retired or canceled and could not have been reissued.

10.

Common Stock

At September 30, 2025, the Company had authorized voting common stock of 857,000,000 shares with a $0.0001 par value, of which 808,015 were issued and outstanding, and non-voting common stock of 608,092,241 shares with a $0.0001 par value, of which none were outstanding.

The holders of the voting common stock have the right to one vote for each share of voting common stock held at all meetings of stockholders. Shares of non-voting common stock have no voting rights. Dividends may be paid when, as and if declared by the Board of Directors, subject to the rights of the Preferred Stock to receive dividends prior and in preference to the common stock. As of September 30, 2025, no cash dividends had been declared or paid.

At September 30, 2025, the Company had reserved the following shares of common stock for the potential conversion of outstanding Preferred Stock, vesting of restricted common stock and restricted stock units as well as exercise of stock options, and for issuance under the NeuroSolis asset purchase agreement:


	September 30,		December 31,
	2025		2024
Preferred stock, as converted		25,412,974		12,911,004
Common stock incentive awards issued and outstanding		7,145,246		4,386,606
Common stock available for future grant under 2019 Plan		1,245,950		383,378
Common stock reserved for issuance under NeuroSolis asset purchase agreement		35,476		62,083
Common stock reserved for future issuance		33,839,646		17,743,071

11.

Stock-Based Compensation

On February 21, 2019, the Company adopted the 2019 Equity Incentive Plan ("2019 Plan"). All employees, officers, directors, and consultants were eligible to be granted options to purchase common stock, restricted stock awards and restricted stock unit awards under the terms of the 2019 Plan. As of September 30, 2025, there were 1,245,950 shares of common stock available for future grants under the 2019 Plan. In connection with the IPO, the Company adopted its 2025 Equity Incentive Plan, at which time shares ceased to be available for issuance under the 2019 Plan.

All stock option grants are non-statutory stock options except option grants to employees (including officers and directors) intended to qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. Incentive stock options could not be granted at less than the fair market value of the Company's common stock on the date of grant, as determined in good faith by the Board of Directors at its sole discretion. Nonqualified stock options could be granted at an exercise price established by the Board at its sole discretion (which was not less than fair market value on the date of grant) and the vesting periods varied. Vesting periods are generally four years and were determined by the Board of Directors. Stock options become exercisable as they vest. Options granted under the 2019 Plan expire no more than ten years from the date of grant.

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Stock Options

A summary of the stock option activity under the 2019 Plan during the nine months ended September 30, 2025 is as follows:


	Number of Options			Weighted Average Exercise Price		Weighted Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2024		956,667		$	5.60		6.77	$	12,487
Granted		—			—
Exercised		(20,132	)		9.47				22
Forfeited and expired		(3,525	)		9.91
Outstanding as of September 30, 2025		933,010		$	5.50		5.97	$	4,120
Options exercisable as of September 30, 2025		852,954		$	5.22		5.84	$	4,006

The total fair value of options vested was $0.1 million and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. The total fair value of options vested was $0.5 million and $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, unrecognized compensation cost related to unvested stock options was $0.5 million, which is expected to be recognized over a weighted average period of 1.1 years.

Restricted Stock Units

During the nine months ended September 30, 2025, the Company issued 2,860,302 restricted stock units ("RSUs") under the 2019 Plan. The RSUs include both a service condition and performance condition. The performance condition requires a liquidity event in order to vest, which was satisfied in connection with the effectiveness of the IPO in October 2025. The two vesting requirements must be satisfied on or before the expiration date (seven years after the issue date or termination of employment) or else the RSUs will be immediately forfeited. The RSUs do not vest in whole or in part if only one of the two requirements are satisfied on or before the expiration date.

A summary of the RSU activity during the nine months ended September 30, 2025 is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested restricted stock units at December 31, 2024		3,429,939		$	15.82
Granted		2,860,302			10.05
Vested		—			—
Cancelled		(78,005	)		16.04
Unvested restricted stock units at September 30, 2025		6,212,236		$	13.16

No RSUs vested during the nine months ended September 30, 2025 and 2024. As of September 30, 2025, there was $81.7 million of unrecognized stock-based compensation expense related to unvested RSUs. Stock-based compensation expense of $24.5 million related to the RSUs was recognized in connection with the effectiveness of the IPO in October 2025, which satisfied the performance condition.

Stock-Based Compensation Expense

Stock-based compensation expense included in the Company's condensed consolidated statements of operations and comprehensive loss is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	84	$	147	$	331	$	449
General and administrative		41

MapLight Therapeutics, Inc. 10-Q