Asset Transaction, Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), on October 15, 2025, the Company provided written notice to Leerink Partners LLC ("Leerink"), as sales agent, of its election to terminate the Sales Agreement, dated November 7, 2024, by and between the Company and Leerink (the "ATM Sales Agreement"), with such termination contingent upon the Closing. As previously reported, pursuant to the terms of the ATM Sales Agreement, the Company could offer and sell up to $100.0 million of shares of its common stock, par value $0.0001 per share, from time to time through an "at the market" equity offering program under which Leerink would act as agent and/or principal.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the "Effective Time"), each Share then outstanding (other than Shares (a) held by the Company or in the Company's treasury (other than, in each case, Shares held in a fiduciary or agency capacity and beneficially owned by third parties), Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent, or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (b) irrevocably accepted for purchase in the Offer (such Shares described in clause (a) and clause (b) of this paragraph, the "Excluded Shares")) was cancelled and converted into the right to receive the Offer Price (the "Merger Consideration").