Aspen Neuroscience: DRS filing (amended)

Cover page 2 changes

As confidentially submitted to the Securities and Exchange Commission on May 12, June 9, 2026. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

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Investing in our common stock involves a high degree of risk. See the section titled Risk Factors beginning on page 15 to read about factors you should consider before deciding to invest in shares of our common stock.

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Prospectus summary 18 changes

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Sasineprocel and our end-to-end autologous iPSC platform are based on advances in cellular reprogramming, including the Nobel Prize winning discovery by Shinya Yamanaka and John B. Gurdon, which demonstrated that mature, specialized cells can be reprogrammed into pluripotent stem cells iPSCs through the introduction of defined transcription factors (commonly referred to as Yamanaka factors). We combine these foundational reprogramming methods with our stem cell biology expertise, the latest artificial intelligence, machine learning (ML) and genomic approaches to optimize cell identity, purity and functional potential and to enable a scalable, reproducible, standardized, and data-driven manufacturing process for autologous cell therapy. Sasineprocel, our proprietary autologous iPSC-derived composition of DANPCs, CNS progenitors, and glial progenitors, is designed to establish a biologically active cellular microenvironment that supports cell engraftment, survival, and functional integration of transplanted cells with the goal of restoring functional dopamine signaling in PD patients. We believe the sustained benefit that has been observed in certain patients treated with sasineprocel provides evidence of neural circuitry reconstruction and is further supported by preclinical studies, in which we observed that DANPCs transplanted into PD animal models differentiated into DA neurons that integrated into the brain and restored dopamine signaling. We hypothesize that sasineprocel s combination of cells beyond DANPCs may play a key role in supporting neural synapse formation and general microenvironmental health to enable a broad and profound treatment effect in PD patients, including improvement in non-motor symptoms.

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As of April 7, 2026, the data cutoff date, 15 patients had been dosed, with seven participants receiving a low dose and eight participants receiving a high dose. Sasineprocel was observed to be generally well-tolerated with the majority of reported adverse events being mild to moderate. Among the patients dosed, 58 treatment-emergent adverse events (TEAEs) were reported. There was no evidence of graft-induced dyskinesias or graft rejection, and no clinically significant hemorrhages were observed post-operatively. As sasineprocel is autologous, with no requirement for immunosuppression, there were no immunosuppression-related events. Only one TEAE, myoclonus (sudden, uncontrollable muscle movement), was considered possibly related to sasineprocel, with sertraline, a selective serotonin reuptake inhibitor, identified as a co-suspect medication. One participant had two serious adverse events related to the surgical procedure. The most commonly reported TEAEs, defined as occurring in 10% or more of patients, were related to the surgery. See Business Our Pipeline Lead Program: Sasineprocel for PD for additional information regarding the safety profile observed in the ASPIRO trial. As of the data cutoff date, 12 patients had at least one six-month or later follow up evaluation.

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Additionally, the ASPIRO trial is exploring changes in DA medication as measured by levodopa equivalent daily dose (LEDD). As of the LEDD cutoff date of April 10, 2026, in the low dose cohort, two, three and four three patients showed a reduction in LEDD at six, 12 and 18 months, respectively, and no patients one patient experienced an LEDD increase at 18 months. In the high dose cohort, at six months, three out of eight patients showed an LEDD reduction and one patient showed an LEDD increase; at 12 months, two out of four patients showed an LEDD reduction and one patient showed an LEDD increase; at 18 months, three two out of four patients showed an LEDD reduction and one two showed an LEDD increase.

Figure 1. Sustained improvements observed across multiple validated PD endpoints. Data summarized above is as of April 7, 2026, except LEDD data is summarized as of April 10, 2026. A decrease (negative number) compared to baseline is an improvement for MDS-UPDRS scores and PDQ-39. The numbers in parentheses represent standard deviations. Mean changes in data summarized above are driven by totality of data across patients and not driven by a limited number of patients exhibiting significantly better-than-average improvements. *For the four high dose patients for whom data was available at the 12-month and 18-month assessments, the baseline values for Good On Time (hours) Hauser Diary, Off Time (hours) Hauser Diary, MDS-UPDRS part III OFF score, MDS-UPDRS part II score, and PDQ-39 were: 11.7 (0.9), 4.3 (0.9), 44.0 (4.2), 9.5 (9.3), 16.1 (15.6), respectively. For the three low dose patients in Cohort 4, no data is yet available because six months have not elapsed since dosing.

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The number of shares of our common stock to be outstanding after this offering is based on 188,208,087 188,521,124 shares of our common stock outstanding as of December March 31, 2025 2026 after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and excludes:

27,870,243 28,157,570 shares of common stock issuable upon the exercise of stock options under our 2018 Equity Incentive Plan (2018 Plan) outstanding as of December March 31, 2025, 2026, with a weighted-average exercise price of $0.66 per share;

622,500 2,210,000 shares of common stock issuable upon exercise of stock options granted under our 2018 Plan subsequent to December March 31, 2025, 2026, with a weighted-average exercise price of $0.58 $0.99 per share;

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shares of our common stock reserved for future issuance under our 2026 Employee Stock Purchase Plan (ESPP), which will become effective as of immediately prior to the completion of this offering, as well as any automatic increases in the number of shares of common stock reserved for future issuance under the ESPP; and 175,691 shares of common stock issuable upon the exercise of a warrant outstanding as of December March 31, 2025, 2026, at an exercise price of $0.78 per share.

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The following tables set forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. We have derived the summary statements of operations data for the years three months ended December March 31, 2025 2026 and 2024 2025 and the summary balance sheet data as of March 31, 2026 from our unaudited financial statements included elsewhere in this prospectus. We have derived the summary statements of operations data for the years ended December 31, 2025 and 2024 from our audited financial statements included elsewhere in this prospectus. You should read these data together with our financial statements and related notes included elsewhere in this prospectus and the section titled Management s Discussion and Analysis of Financial Condition and Results of Operations. Our historical results for any prior period are not necessarily indicative of our future results.

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Other (loss) income, net

Total other (loss) income, net

Other income (loss), net

Total other income (loss), net

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As of December 31, 2025

Weighted-average shares used in net loss per common share calculation, basic and diluted (1) 10,692,532 10,093,319 10,318,638 9,261,740 Pro forma net loss per common share, basic and diluted (unaudited) (2) $ (0.09 ) $ (0.48 ) Pro forma weighted-average shares used in pro forma net loss per common share calculation, basic and diluted (unaudited) (2) 188,286,388 129,963,415 110,682,104 (1) See Note 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the methods used to calculate historical net loss per share, basic and diluted, and the weighted-average number of shares of common stock used in the computation of the per share amounts.

(2) Unaudited pro forma net loss per share, basic and diluted, attributable to common stockholders, is calculated giving effect to the conversion of all outstanding shares of our convertible preferred stock into shares of our common stock. Unaudited pro forma net loss per share attributable to common stockholders does not include the shares expected to be sold and related proceeds to be received in this offering. Unaudited pro forma net loss per share attributable to common stockholders for the three months ended March 31, 2026 and for the year ended December 31, 2025 was calculated using the weighted-average number of shares of common stock outstanding, including the pro forma effect of the conversion of all outstanding shares of our convertible preferred stock into shares of our common stock, as if such conversion had occurred at the beginning of the period, or their issuance dates.

As of March 31, 2026

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(3) The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

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Risk factors 11 changes

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Our net losses were $62.1 million and $48.6 million for the years ended December 31, 2025 and 2024, respectively. Our net losses were $17.5 million and $16.4 million for the three months ended March 31, 2026 and 2025, respectively. As of December March 31, 2025, 2026, we had an accumulated deficit of $228.3 $245.8 million. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations. All of our programs will require substantial additional development time and resources before we would be able to apply for or receive regulatory approvals and begin generating revenue from product sales. We expect to continue to incur significant losses for the foreseeable future, and we expect these losses to increase substantially if, and as, we:

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Based on our current operating plans, we believe that the net proceeds from this offering, together with our existing cash, cash equivalents and marketable securities, will be sufficient to fund our operations into . In particular, we expect that the net proceeds from this offering and our existing cash, cash equivalents and marketable securities will allow us to continue to fund the Phase 1/2a ASPIRO trial evaluating sasineprocel in patients with sporadic and genetic PD, to continue to fund the development of sasineprocel in PD patients, including initiating a Phase 3 trial, and to continue to fund the development of our microglia program through the initiation of IND-enabling studies, and the remainder for working capital and other general purposes. We have based these estimates on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. Our operating plans and other demands on our cash resources may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned. The net proceeds of this offering, together with our existing cash, cash equivalents and marketable securities, will not be sufficient to complete the Phase 1/2a ASPIRO trial, the Phase 3 trial for sasineprocel, which we intend to initiate prior to the completion of the Phase 1/2a ASPIRO trial, or the development of sasineprocel or any other current or future product candidates. After this offering, we will require additional capital in order to advance our current and future product candidates through clinical trials, regulatory approval, and commercialization. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. Our ability to raise additional funds may be adversely impacted by global economic conditions, disruptions to, and volatility in, the credit and financial markets in the United States and worldwide, and diminished liquidity and credit availability. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce, or eliminate our research and development programs or any future commercialization efforts, or even cease operations. We expect to finance our cash needs through public or private equity or debt financings or other capital sources, including potential collaborations, licenses, royalty financing and other similar arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. Attempting to secure additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop our product candidates.

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We are currently conducting the open-label Phase 1/2a ASPIRO trial of a single dose of sasineprocel in PD patients, and plan to advance sasineprocel into a Phase 3 trial following feedback from the FDA. We have not yet completed any later-stage or pivotal clinical trials for sasineprocel or any other product candidate. Carrying out later-stage clinical trials and the submission of a successful BLA or other comparable foreign regulatory submission is a complicated process. We also have limited experience as a company in preparing and submitting marketing applications and have not previously submitted a BLA or other comparable foreign regulatory submission for any product candidate. In addition, we have had limited interactions with the FDA and cannot be certain how many additional clinical trials of sasineprocel or any other product candidate will be required or how such additional trials should be designed. Consequently, we may be unable to successfully and efficiently execute and complete necessary clinical trials in a way that leads to submission of a BLA and regulatory approval of any of our product candidates. We may require more time and incur greater costs than our competitors and may not succeed in obtaining regulatory approvals of product candidates that we develop. Failure to commence or complete, or delays in, our ongoing or planned clinical trials could prevent us from or delay us in submitting BLAs or other comparable foreign regulatory submissions for and commercializing our product candidates.

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Moreover, some of our patent rights may in the future be co-owned with third parties. In the United States, each co-owner has the freedom to license and exploit the technology. If we are unable to obtain an exclusive license to any such third-party co-owners interest in such patent rights, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market competing products and technology. In addition, we may need the cooperation of any such co-owners of such patent rights in order to enforce such patent rights against third parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, condition, results of operations, and prospects.

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Moreover, if we do not meet all of the formalities and requirements for opt-out under the UPC, our future European patents could remain under the jurisdiction of the UPC. The UPC will provide our competitors with a new forum to centrally revoke our European patent, and allow for the possibility of a competitor to obtain pan-European injunction. Such a loss of patent protection could have a material adverse impact on our business and our ability to commercialize our technology and product candidates dues to increased competition and, resultantly, on our business, financial condition, results of operations, and prospects. The UPC and Unitary Patent are significant changes in European patent practice. As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation in the UPC. We may choose to opt out of UPC jurisdiction for current and future European Patents and decline to request unitary effect for future European Patent grants.

In 2012, the European Union Patent Package (EU Patent Package) regulations were passed with the goal of providing a single pan-European Unitary Patent and a new European Unified Patent Court (UPC) for litigation involving European patents. The EU Patent Package was implemented on June 1, 2023. The UPC is an international court established by a subset of EU Member States, and not all EU Member States participate or have ratified the UPC Agreement; accordingly, the geographic scope of UPC jurisdiction and Unitary Patent coverage is limited to participating EU Member States that have ratified the UPC Agreement. As a result, European patents (including those issued prior to ratification of the EU Patent Package) validated in participating, ratifying EU Member States now by default automatically fall under the jurisdiction of the UPC, unless otherwise opted out. It is uncertain how the UPC will impact granted European patents in the biotechnology and pharmaceutical industries. Our European patent applications, if issued, could be challenged in the UPC. During the first seven years of the UPC s existence, the UPC legislation allows a patent owner to opt its European patents out of the jurisdiction of the UPC. We may decide to opt out our future European patents from the UPC, but doing so may preclude us from realizing the benefits of the UPC. Moreover, if we do not meet all of the formalities and requirements for opt-out under the UPC, our future European patents could remain under the jurisdiction of the UPC. The UPC will provide our competitors with a new forum to centrally revoke our European patent, and allow for the possibility of a competitor to obtain pan-European injunction. Such a loss of patent protection could have a material adverse impact on our business and our ability to commercialize our technology and product candidates dues to increased competition and, resultantly, on our business, financial condition, results of operations, and prospects. The UPC and Unitary Patent are significant changes in European patent practice. As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation in the UPC. We may choose to opt out of UPC jurisdiction for current and future European Patents and decline to request unitary effect for future European Patent grants.

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Based on shares of common stock outstanding as of December March 31, 2025, 2026, upon the closing of this offering, we will have a total of shares of common stock outstanding, assuming no exercise of the underwriters option to purchase additional shares and no exercise of outstanding options. Of these shares, only the shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters option to purchase additional shares, will be freely tradable, without restriction, in the public market immediately following this offering, unless they are purchased by one of our affiliates.

Our directors and executive officers and substantially all of our securityholders have entered into lock-up agreements with the representatives pursuant to which they may not, with limited exceptions and among other things, for a period of 180 days from the date of this prospectus, offer, sell or otherwise transfer or dispose of any of our securities, without the prior written consent of Leerink Partners LLC, Piper Sandler & Co., Stifel, Nicolaus & Company, Incorporated and UBS Securities LLC. The underwriters may permit our officers, directors, and other securityholders who are subject to the lock-up agreements to sell shares prior to the expiration of the lock-up agreements at any time in their sole discretion. See the section titled Underwriting. Sales of these shares, or perceptions that they will be sold, could cause the trading price of our common stock to decline. After the lock-up agreements expire, up to an additional shares of common stock will be eligible for sale in the public market, of which shares will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act, in each case based on shares of our common stock outstanding as of December March 31, 2025 2026 and without giving effect to any potential purchases by such persons in this offering.

In addition, as of December March 31, 2025, 2026, shares of common stock that are subject to outstanding options under our employee benefit plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements, and Rule 144 and Rule 701 under the Securities Act. If these additional shares of common stock are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline.

After this offering, the holders of shares of our outstanding common stock, or approximately % of our total outstanding common stock based on shares outstanding as of December March 31, 2025, 2026, will be entitled to rights with respect to the registration of their shares under the Securities Act, subject to vesting and the 180-day lock-up agreements described above. See the section titled Description of Capital Stock Registration Rights. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by affiliates, as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

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The market price of our common stock is likely to be volatile. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and biopharmaceutical companies have experienced significant stock price volatility in recent years. If we face such litigation, even if ultimately decided in our favor, it could result in substantial costs (including the cost to defend against and any potential adverse outcome resulting from any such proceeding), damage to our reputation and a diversion of our management s attention and resources from other business concerns, which could harm our business, financial conditions, condition, results of operations and prospects.

Use of proceeds 3 changes

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Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by $ million, assuming the assumed initial public offering price stays the same. We do not expect that a change in the offering price or the number of shares by these amounts would have a material effect on our intended uses of the net proceeds from this offering, although it may impact the amount of time prior to which we may need to seek additional capital.

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approximately $ million to initiate and fund a Phase 3 trial evaluating sasineprocel in patients with sporadic and genetic PD, with plans to initiate such Phase 3 trial prior to the completion of the Phase 1/2a ASPIRO trial;

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The net proceeds from this offering, together with our existing cash, cash equivalents, and marketable securities will not be sufficient to complete the Phase 1/2a ASPIRO trial, the Phase 3 trial for sasineprocel, which we intend to initiate prior to the completion of the Phase 1/2a ASPIRO trial, or the development of sasineprocel or any other current or future product candidates. After this offering, we will require additional capital in order to advance our current and any future products through clinical trials, regulatory approval, and commercialization. Until such time, if ever, as we can generate substantial revenue, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. Nevertheless, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.

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Capitalization 9 changes

The following table sets forth our cash, cash equivalents and marketable securities and capitalization as of December March 31, 2025: 2026:

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As of December 31, 2025

As of March 31, 2026

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Common stock, $0.0001 par value; 228,898,561 shares authorized; 16,767,841 17,080,878 shares issued; and 10,614,231 10,927,268 shares outstanding Additional paid-in capital 11,249 350,039 12,565 351,355 Accumulated other comprehensive loss (42 ) (42 ) Accumulated deficit (228,340 (245,811 ) (228,340 (245,811 ) Total stockholders (deficit) equity (217,077 (233,287 ) 121,731 105,521 Total capitalization $ 121,731 105,521 $ 121,731 105,521 $ (1) Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash, cash equivalents and marketable securities, additional paid-in capital, total stockholders (deficit) equity, and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price of $ per share would increase or decrease, as applicable, the pro forma as adjusted amount of each of our cash, cash equivalents and marketable securities, additional paid-in capital, total stockholders (deficit) equity, and total capitalization by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters option to purchase additional shares is exercised in full, our pro forma as adjusted cash, cash equivalents and marketable securities, additional paid-in capital, total stockholders equity, and total capitalization as of December March 31, 2025, 2026, would be $ million, $ million, $ million, and $ million, respectively.

The number of shares of our common stock issued and outstanding, pro forma and pro forma as adjusted in the table above, is based on 188,208,087 188,521,124 shares of our common stock outstanding as December March 31, 2025 2026 after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and excludes:

27,870,243 28,157,570 shares of common stock issuable upon the exercise of stock options outstanding as of December March 31, 2025 2026 under our 2018 Plan, with a weighted-average exercise price of $0.66 per share;

622,500 2,210,000 shares of common stock issuable upon exercise of stock options granted subsequent to December March 31, 2025, 2026, with a weighted-average exercise price of $0.58 $0.99 per share;

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shares of common stock reserved for future issuance under our ESPP, which will become effective as of immediately prior to the completion of this offering, as well as any automatic increases in the number of shares of common stock reserved for future issuance under the ESPP; and 175,691 shares of common stock issuable upon the exercise of a warrant outstanding as of December March 31, 2025, 2026, at an exercise price of $0.78 per share.

Dilution 9 changes

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As of December March 31, 2025, 2026, our historical net tangible book value (deficit) was $(217.1) $(233.3) million, or $(12.95) $(13.66) per share of our common stock, based on 16,767,841 17,080,878 shares of common stock issued and 10,614,231 10,927,268 shares of common stock outstanding as of such date. Our historical net tangible book value (deficit) per share represents total tangible assets less total liabilities and convertible preferred stock, which is not included within permanent equity, divided by the number of shares of common stock issued and outstanding at December March 31, 2025. 2026.

On a pro forma basis, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity immediately prior to the closing of this offering, our pro forma net tangible book value as of December March 31, 2025 2026 would have been $121.7 $105.5 million, or $0.63 $0.54 per share of our common stock.

After giving further effect to the sale and issuance of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December March 31, 2025 2026 would have been approximately $ million, or approximately $ per share. This amount represents an immediate increase in pro forma net tangible book value of approximately $ per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $ per share to new investors purchasing shares of common stock in this offering.

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Historical net tangible book value (deficit) per share as of December March 31, 2025 (12.95 2026 (13.66 ) Pro forma increase in historical net tangible book value per share as of December March 31, 2025 2026 attributable to the pro forma adjustments described above 13.57 14.20 Pro forma net tangible book value per share as of December March 31, 2025 0.63 2026 0.54 Increase in pro forma net tangible book value per share attributable to new investors participating in this offering Pro forma as adjusted net tangible book value per share after this offering Dilution per share to new investors participating in this offering $ Each $1.00 increase or decrease in the assumed initial public offering price of $ per share would increase or decrease, as applicable, the pro forma as adjusted net tangible book value per share after this offering by approximately $ per share, and dilution in pro forma as adjusted net tangible book value per share to new investors by approximately $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares of common stock offered by us would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share after this offering by approximately $ per share and decrease or increase, as applicable, the dilution to investors participating in this offering by approximately $ per share, assuming that the assumed initial public offering price of $ per share remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

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The following table summarizes on the pro forma as adjusted basis described above, as of December March 31, 2025, 2026, the differences between the number of shares purchased from us, the total consideration paid to us in cash, and the weighted-average price per share paid by existing stockholders for shares issued prior to this offering and the price to be paid by new investors in this offering. The calculations below are based on an assumed initial public offering price of $ per share, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The foregoing tables and calculations above (other than the historical net tangible book value calculations) are based on 188,208,087 188,521,124 shares of our common stock outstanding as of December March 31, 2025 2026 after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of our common stock immediately prior to the closing of this offering, and exclude:

27,870,243 28,157,570 shares of common stock issuable upon the exercise of stock options outstanding as of December March 31, 2025 2026 under our 2018 Plan, with a weighted-average exercise price of $0.66 per share;

622,500 2,210,000 shares of common stock issuable upon exercise of stock options granted subsequent to December March 31, 2025, 2026, with a weighted-average exercise price of $0.58 $0.99 per share;

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shares of common stock reserved for future issuance under our ESPP, which will become effective as of immediately prior to the completion of this offering, as well as any automatic increases in the number of shares of common stock reserved for future issuance under the ESPP; and 175,691 shares of common stock issuable upon the exercise of a warrant outstanding as of December March 31, 2025, 2026, at an exercise price of $0.78 per share.

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MD&A 84 changes

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We have incurred significant net losses since inception and we expect to continue to incur substantial losses for the foreseeable future. Our net losses for the years ended December 31, 2025 and 2024 were $62.1 million and $48.6 million, respectively. Our net losses for the three months ended March 31, 2026 and 2025 were $17.5 million and $16.4 million, respectively. As of December March 31, 2025, 2026, we had an accumulated deficit of $228.3 $245.8 million.

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In various closings from October 2025 to November 2025, we issued and sold to investors in private placements an aggregate of 76,173,492 shares of Series C convertible preferred stock at a per share purchase price of $1.5179, and we received gross proceeds of approximately $115.6 million. As of December March 31, 2025, 2026, we had cash, cash equivalents and marketable securities of $110.7 $90.9 million. Based on our current plans, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our projected operating and capital expenditures for at least 12 months following the date of this prospectus. Together with the estimated net proceeds from this offering, we believe our cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditures through . We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we expect. Additionally, our expected use of existing cash, cash equivalents, marketable securities, and our net proceeds from this offering represent our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. See Liquidity and Capital Resources Funding Requirements below.

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Components of Results of Operations and Comparison of the Years Ended December 31, 2025 and 2024 The following table summarizes our results of operations for each of the periods below (in thousands):

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Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for each of the periods below (in thousands):

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (loss):

Other income (loss), net

Total other income (loss), net

Research and Development Expenses

The following table summarizes our research and development expenses for the periods indicated (in thousands):

Cell-therapy development and production costs

Equipment and facilities costs

Total non-personnel costs

Salaries, bonuses and benefits

Stock-based compensation

Total research and development expense

Research and development expenses were $13.6 million for the three months ended March 31, 2026, compared to $10.4 million for the three months ended March 31, 2025. The increase of $3.2 million was due to an increase in non-personnel costs primarily associated with the development and production of sasineprocel of $1.6 million, increased personnel costs for salaries, bonuses and benefits of $0.9 million, increased facilities and equipment costs of $0.3 million, increased stock-based compensation expense of $0.4 million, and increased depreciation expense of $0.1 million. Substantially all of our non-personnel research and development expenses for the three months ended March 31, 2026 and 2025 related to our lead product candidate, sasineprocel. Non-personnel research and development expenses related to other programs were immaterial for the three months ended March 31, 2026 and 2025.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the periods indicated (in thousands):

Professional fees, consultants and external spend

Total non-personnel costs

Salaries, bonuses and benefits

Stock-based compensation

Total general and administrative expense

General and administrative expenses were $4.8 million for the three months ended March 31, 2026, compared to $5.8 million for the three months ended March 31, 2025. The decrease of $0.9 million was primarily due to decreases in professional, consultant and other external spend of $0.6 million, decreases in salaries, bonuses and benefits of $0.4 million, partially offset by increases in stock-based compensation of $0.2 million.

Interest income consists of interest earned on our cash equivalents and marketable securities. Interest income was $1.0 million for the three months ended March 31, 2026, compared to $0.5 million for the three months ended March 31, 2025. The increase of $0.5 million was primarily due to the higher average balance of cash equivalents and marketable securities during the three months ended March 31, 2026.

Other income (loss), net

Other income (loss), net, primarily reflects changes in the fair value of the Cell X Convertible Note (described below in Contractual Obligations and Commitments Cell X Collaboration and License Agreement ), which is accounted for under the fair value option, with changes in fair value recognized in other income (loss). Other income was $12,000 for the three months ended March 31, 2026, compared to other loss of $0.7 million for the three months ended March 31, 2025. The increase of $0.8 million was primarily due to a reduction in the fair value of the Cell X Convertible Note (as described below) of $0.8 million during the three months ended March 31, 2025, compared to an increase of $12,000 of the fair value of the Cell X Convertible Note during the three months ended March 31, 2026, each resulting from changes in our estimated expected future investment returns of the Cell X Convertible Note.

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To date, we have funded our operations primarily through the sale of preferred stock. We have raised an aggregate of approximately $340 million in gross proceeds from the issuance of preferred stock, including $115.6 million in gross proceeds from the issuance and sale of our Series C preferred stock in the fourth quarter of 2025. As of December March 31, 2025 2026 and December 31, 2024, 2025, we had cash, cash equivalents and marketable securities of $110.7 $90.9 million and $57.7 $110.7 million, respectively.

Comparison of the Years Ended December 31, 2025 and 2024

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For the year ended December 31, 2024, net cash provided by investing activities was $20.6 million, primarily consisting of maturities of marketable securities of $103.1 million, partially offset by purchase of marketable securities of $74.9 million, the purchase of the Cell X Convertible Note of $5.0 million, and purchases of property and equipment of $2.6 million.

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Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our cash flows for the periods indicated (in thousands):

Operating activities:

Changes in operating assets and liabilities

Net cash used in operating activities

Net cash (used in) provided by investing activities

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Operating Activities

For the three months ended March 31, 2026, net cash used in operating activities was $18.4 million, reflecting a net loss of $17.5 million and a net change in our operating assets and liabilities of $2.7 million, offset by non-cash charges of $1.8 million. Non-cash charges primarily consisted of stock-based compensation of $1.2 million, amortization of our right-of-use lease assets of $0.6 million, and depreciation of $0.4 million, primarily offset by the accretion of discounts on short-term investments of $0.5 million.

For the three months ended March 31, 2025, net cash used in operating activities was $16.3 million, reflecting a net loss of $16.4 million and a net change in our operating assets and liabilities of $2.3 million, offset by non-cash charges of $2.4 million. Non-cash charges primarily consisted of a decrease in the fair value of the Cell X Convertible Note of $0.8 million, stock-based compensation of $0.7 million, amortization of our right-of-use lease assets of $0.6 million, and depreciation of $0.4 million.

Investing Activities

For the three months ended March 31, 2026, net cash used in investing activities was $47.0 million, consisting of purchases of marketable securities of $51.4 million, and purchases of property and equipment of $2.0 million, offset by maturities of marketable securities of $6.4 million.

For the three months ended March 31, 2025, net cash provided by investing activities was $13.4 million, consisting of maturities of marketable securities of $24.0 million, offset by purchase of marketable securities of $9.4 million, and purchases of property and equipment of $1.2 million.

Financing Activities

For the three months ended March 31, 2026, net cash provided by financing activities was $91,000, consisting of proceeds from the exercises of employee stock options.

For the three months ended March 31, 2025, net cash provided by financing activities was $44,000, consisting of proceeds from the exercises of employee stock options.

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As of December March 31, 2025, 2026, we had cash, cash equivalents and marketable securities of $110.7 $90.9 million. Based on our current plans, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our projected operating and capital expenditure requirements for at least 12 months following the date of this prospectus. Together with the estimated net proceeds from this offering, we believe our cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditures through . However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risk and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could expend our capital resources sooner than we currently expect. Additionally, our expected use of existing cash, cash equivalents, marketable securities, and our net proceeds from this offering represent our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve.

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As of December March 31, 2025, 2026, total future minimum lease payments under our operating lease agreements were $13.4 $12.5 million.

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In September 2019, we entered into a non-exclusive license agreement with iPS Academia Japan, Inc. (the AJ License Agreement) pursuant to which iPS Academia Japan, Inc. (AJ) granted us a license under the licensed patents for the development, manufacture, and sale of licensed products. Pursuant to the AJ License Agreement, we are obligated to pay AJ an upfront fee of $60,000 and annual maintenance fees of $25,000 until and including the calendar year in which we obtain approval of a first new drug application of a licensed product. We are obligated to pay future milestone payments up to $135,000 upon the successful achievement of developmental milestones, and up to $1.1 million when certain net sales thresholds of a licensed product are met. We are obligated to pay future royalty payments in the low single digit percentage of net sales of licensed products. We will also be subject to an annual minimum royalty of $25,000 following the first approval of a licensed product. We recognize the expense of the milestones when payable.

The AJ License Agreement contains additional customary representations and warranties, covenants, indemnifications and insurance and confidentiality provisions for agreements of its type. The AJ License Agreement may be terminated upon mutual consent of both parties, or by us for convenience upon 90 days prior written notice. The AJ License Agreement also contains additional customary termination rights in favor or AJ, including for material breach, insolvency, and patent challenges. Further, the AJ License Agreement will terminate automatically if the underlying agreement between AJ and Kyoto University pursuant to which AJ obtained the rights to grant our license is terminated, provided that AJ is obligated to facilitate negotiations for a replacement license and our rights under the AJ License Agreement are deemed to continue for twelve months during that process. Unless terminated in accordance with its terms, the AJ License Agreement continues until the expiration, revocation or invalidation of the last patents or the abandonment of the last patent application included within the licensed patents and technology. Payments related to this license agreement are expensed in the period when the contingency is resolved, and the amounts become payable. We incurred expenses of $235,000 and $25,000 under this agreement during the years ended December 31, 2025 and 2024.

In September 2019, we entered into a non-exclusive license agreement with iPS Academia Japan, Inc. (the AJ License Agreement) pursuant to which iPS Academia Japan, Inc. (AJ) granted us a worldwide, limited, non-exclusive, non-transferable and royalty-bearing license, without the right to grant or authorize sublicenses, under certain patents relating to iPSCs licensed to AJ by Kyoto University for the development, manufacture, and sale of licensed products for therapeutic uses in humans (but excluding diagnostic and prophylactic purposes). We also received a limited, non-exclusive, non-transferable, royalty bearing license, without the right to grant sublicenses, under certain licensed cells to develop, make, have made and use licensed cells solely for the development and manufacture of licensed products. We utilize licensed technology under the AJ License Agreement in the manufacture of sasineprocel.

Pursuant to the AJ License Agreement, we have paid AJ aggregate upfront fees in the mid tens of thousands of dollars and are obligated to pay annual maintenance fees in the low tens of thousands of dollars until and including the calendar year in which we obtain approval of a first new drug application of a licensed product in the territory. We have paid development milestones in the low hundreds of thousands of dollars and are obligated to pay future milestones in the low hundreds of thousands of dollars upon the successful achievement of development milestones, and an amount in the low single-digit millions of dollars range, when certain net sales thresholds of a licensed product are met. We are obligated to pay AJ a running royalty rate in the low single digits, of net sales of licensed products. Our running royalty obligations are determined on a country-by-country and product-by-product basis, and shall only be due with respect to licensed products in the applicable country in the territory so long as the development, manufacture, sale, import or export of the licensed products is covered by licensed patents in such country. Once all licensed patents are extinguished in a given country, whether by expiration, lapse, revocation, or otherwise, our obligation to pay running royalties in that country ceases, except with respect to the applicable running royalties for the licensed patents used prior to the extinguishment in any such country. In addition, beginning in the calendar year following the first NDA approval of a licensed product in the territory and continuing through the expiration or termination of the AJ License Agreement, we must pay AJ a certain creditable annual minimum royalty in the mid-tens of thousands of dollars range, reduced by any running royalties paid during a certain number of preceding royalty reporting periods.

Under the AJ License Agreement, we are also required to grant AJ a non-exclusive, worldwide, royalty-free and fully paid-up license under any improvement patents we develop in the course of or as a result of exercising the license granted under the AJ License Agreement, with AJ having the right to sublicense such improvement patents to Kyoto University and other non-commercial academic institutions in Japan for academic research and educational purposes. The AJ License Agreement contains additional customary representations and warranties, covenants, indemnifications and insurance and confidentiality provisions for agreements of its type.

We are required to use commercially reasonable due diligence in developing and marketing licensed products worldwide. Unless earlier terminated in accordance with its terms, the AJ License Agreement continues until the expiration of the last to expire patent within the licensed patents worldwide. Each party may terminate the AJ License Agreement if the other party conducts any act that incurs incurable damage to the credibility, trust or reputation of the terminating party. AJ may terminate the AJ License Agreement upon written notice for uncured material breach by us (with a cure period for remedy), if we undergo an insolvency event, if we challenge, directly or indirectly, any licensed patent in any country, or if we undergo a change of control and fail to notify AJ or if our acquirer is then currently in any legal dispute or licensing conflict with AJ or the owner of the licensed patents. We may terminate the AJ License Agreement for convenience upon advance written notice.

In the event that AJ s upstream license agreement with Kyoto University (under which AJ obtained rights to the licensed patents licensed to us) is terminated, the AJ License Agreement shall automatically terminate on the date of termination of AJ s license with Kyoto University. In such case, AJ shall cause Kyoto University to negotiate with us the terms of a direct license between us and Kyoto University on similar terms and conditions to the AJ License Agreement, provided certain conditions are met. However, upon any termination of the AJ-Kyoto University upstream license, the licenses granted to us under the AJ License Agreement shall survive automatically for a set period of time as described in the AJ License Agreement, from the date of termination provided that certain conditions and obligations of ours are met.

Payments related to the AJ License Agreement are expensed in the period when the contingency is resolved, and the amounts become payable. We incurred expenses of $235,000 and $25,000 under this agreement during the years ended December 31, 2025 and 2024, respectively. We did not incur any expenses under this agreement during the three months ended March 31, 2026 and March 31, 2025.

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In December 2023, we entered into a non-exclusive license agreement with Sumitomo Pharma Co., Ltd. (Sumitomo) to obtain a non-exclusive sublicense for certain rights granted by ID Pharma to Sumitomo under the original license agreement between Sumitomo and ID Pharma. We are obligated to pay Sumitomo an upfront fee of 40.0 million and annual license fees of 6.0 million. We are obligated to pay future development milestone payments up to 125.0 million per licensed product per region for up to three regions upon the successful achievement of each developmental milestone, and up to 1.85 billion per licensed product when certain net sales thresholds of a licensed product are met. We are obligated to pay future royalty payments in the low single digit percentage of net sales of licensed products. We incurred expenses of $41,000 and $38,000 during the years ended December 31, 2025 and 2024.

In December 2023, we entered into a non-exclusive license agreement with Sumitomo Pharma Co., Ltd. (the Sumitomo License Agreement), pursuant to which Sumitomo Pharma Co., Ltd. (together with its successors and assigns under the Sumitomo License Agreement, including RACTHERA Co., Ltd. following the Organizational Split described below, Sumitomo) granted us a non-exclusive sublicense under certain patent rights originally licensed by ID Pharma Co., Ltd. (ID Pharma) to Sumitomo relating to technology for manufacturing iPSCs. Under the terms of the Sumitomo License Agreement, Sumitomo granted us a non-exclusive, non-transferable, and non-sublicensable license to manufacture iPS cells, and to use such iPS cells to develop, have developed, manufacture, have manufactured, import, distribute, and have distributed licensed products in the licensed territory (described below) in the field of autologous therapy for neurodegenerative disorders in the central nervous system and degenerative eye disorders. We utilize licensed technology under the Sumitomo License Agreement in the manufacture of sasineprocel. In connection with Sumitomo s reorganization of its regenerative medicine and cell therapy business, effected through an absorption-type company split and related share transfer under the Companies Act of Japan (the Organizational Split), Sumitomo s rights and obligations under the Sumitomo License Agreement were transferred to, assigned to and/or succeeded by RACTHERA Co., Ltd., with our prior consent.

The licensed territory under the Sumitomo License Agreement initially covers the region of the United States and Canada. We have the option to expand the licensed territory to include two other regions: (a) certain European countries upon additional payment to Sumitomo and (b) certain Asian countries upon a further additional payment to Sumitomo. If we wish to sublicense all or any portion of our rights in the licensed IP to a third party, Sumitomo has agreed to use reasonable efforts to negotiate and enter into a direct license with such third party on terms no less favorable than those in our agreement, except where such third party is a competitor of Sumitomo.

We retain ownership of any improvement, invention or discovery in relation to the licensed IP. However, we are required to grant Sumitomo an irrevocable, non-exclusive, non-transferable, perpetual, worldwide, royalty-free license, without a right to sublicense, to exploit all such improvements solely in connection with exploitation of the licensed IP.

We paid Sumitomo a non-refundable upfront payment in the mid tens of millions of Japanese yen and are required to pay non-refundable annual license fees in the mid single-digit millions of Japanese yen, creditable against royalties in the fiscal year of the first commercial sale of a licensed product and each year thereafter. Thus far, we have paid Sumitomo an amount in the low tens of millions of Japanese yen, towards certain development milestones and are obligated to pay Sumitomo future development milestone payments in an amount in the low hundreds of millions of Japanese yen, per licensed product per region for each of the three regions in the licensed territory upon the successful achievement of each development milestone, and up to an amount in the low single-digit billions of Japanese yen per licensed product when certain net sales thresholds of a licensed product are met. We are also required to pay Sumitomo a running royalty in the low single digits of annual net sales of each licensed product on a country-by-country basis during the royalty term, which lasts until the later of 1) the lapse, expiry or abandonment of the last valid claim covering the licensed intellectual property or 2) the tenth anniversary of the first commercial sale of a licensed product in the licensed territory. The royalty rate may be reduced pursuant to a customary reduction for certain intellectual property license payments in favor of third parties, subject to a low single-digit royalty rate floor. We incurred expenses in the low single-digit millions of Japanese yen under the Sumitomo License Agreement during each of the years ended December 31, 2025 and 2024. We incurred expenses in the mid single-digit millions of Japanese yen under the Sumitomo License Agreement during the three months ended March 31, 2026 and 2025, respectively.

The Sumitomo License Agreement continues on a licensed product-by-licensed product and country-by-country basis until the expiration of all royalty terms. Upon expiration (but not early termination), our license under the Sumitomo License Agreement becomes fully paid and irrevocable. Either party may terminate the Sumitomo License Agreement for the other party s material breach (subject to differing applicable cure periods if the breach is payment-related or not) and if the other party enters into insolvency proceedings. Sumitomo may terminate the agreement if we initiate any action to challenge the validity, enforceability or scope of the licensed IP. In the event the original license agreement between Sumitomo and ID Pharma is terminated, the Sumitomo License Agreement automatically terminates, and Sumitomo is required to reasonably cooperate in assisting us in entering into a direct license with ID Pharma. We may terminate the Sumitomo License Agreement in its entirety or on a licensed product-by-licensed product and region-by-region basis at any time for convenience upon advance written notice.

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In January 2024, we entered into a Collaboration and License Agreement with Cell X pursuant to which Cell X granted licenses to us to develop, practice, make, have made, use, sell, offer to sell, import and commercialize Licensed Products in the Licensed Field in the Territory as defined and more fully set forth in the Cell X agreement. In connection with such licenses, we agreed with Cell X to collaborate for the purpose of improving the Cell X platform technology for use by us to develop, practice, make, have made, use, sell, offer to sell, import and commercialize licensed products in the licensed field. We paid Cell X an upfront fee of $250,000 and are obligated to pay future development milestone payments up to $30.5 million and additional potential license fees if we pursue the technology for certain additional indications, which total $15.5 million. We paid the $250,000 upfront fee in 2024, which was included as a component of research and development expenses in the statement of operations.

The fair value of the Cell X Convertible Note was $0.9 million and $5.5 million as of December 31, 2025 and December 31, 2024, respectively, which is included in other noncurrent assets on the balance sheet.

In January 2024, we entered into a Collaboration and License Agreement (the Cell X Agreement) with Cell X Technologies, Inc. (Cell X) pursuant to which we license systems and methods for automated detection, analysis, isolation, and harvesting of biological objects, including iPSCs, as well as related image analysis technologies (the Cell X Platform Technology). We hold (a) an exclusive, worldwide, sublicensable license under the Cell X Platform Technology for the diagnosis, treatment, and prevention of PD using autologous or allogenic iPSCs and cells derived from iPSCs, (b) a perpetual, irrevocable, fully paid-up, non-exclusive, worldwide, sublicensable license under the Cell X Platform Technology to develop, practice, make, have made, use, sell, offer to sell, import and commercialize Licensed Products (as defined below) for other indications including CNS and eye diseases using autologous iPSCs and cells derived from iPSCs, and (c) during the collaboration term, a non-exclusive license to perform collaboration activities. In connection with such licenses, we agreed with Cell X to collaborate for the purpose of improving the Cell X Platform Technology for use by us to develop, practice, make, have made, use, sell, offer to sell, import and commercialize cellular therapeutic products made using the Cell X Platform Technology (Licensed Products). The Cell X Agreement does not require us to pay royalties on Licensed Products. We utilize the Cell X Platform Technology in connection with our manufacturing process for sasineprocel.

From January 2025 to January 2026, we entered into four amendments to the Cell X Agreement, each of which expanded the scope of the collaboration plan to include additional development activities and design upgrades to the Cell X platform, and increased the collaboration budget by approximately $5.1 million in the aggregate.

We paid Cell X an upfront fee of $250,000 in 2024, which was included as a component of research and development expenses in the statement of operations. We are obligated to pay future milestone payments of up to $30.5 million in the aggregate, upon the achievement of specified development and regulatory milestones. If we choose to exercise our exclusive option to convert our non-exclusive license for additional CNS disease indications to an exclusive license, we may be obligated to pay additional license conversion fees up to $15.5 million. We paid Cell X a total of $2.8 million and $6.0 million during the years ended December 31, 2024 and 2025, respectively, which included those expenses incurred under the Cell X Agreement.

Unless terminated earlier, the Cell X Agreement continues on a Licensed Product-by-Licensed Product, exclusive indication-by-exclusive indication and country-by-country basis until the expiration of the last-to-expire valid claim of the licensed patent rights in such country. Upon expiration, our exclusive license converts to an irrevocable, perpetual, exclusive, and sublicensable license under the Cell X Platform Technology. We may terminate the Cell X Agreement in its entirety, or on a Licensed Product-by-Licensed Product, exclusive indication-by-exclusive indication, or country-by-country basis, at any time after the first anniversary of the effective date of the Cell X Agreement, upon 90 days prior written notice to Cell X. Either party may terminate the Cell X Agreement for the other party s material breach, subject to customary cure periods, or upon a bankruptcy event of the other party. Cell X may also terminate if we challenge the validity, enforceability or scope of the licensed rights. Upon an early termination, all licenses granted to us other than the non-exclusive licenses terminate; provided, however, that upon termination by us for Cell X s material breach, and upon our written election, our exclusive license becomes irrevocable and perpetual, provided we continue to make milestone payments as set forth in the Cell X Agreement.

Certain patent rights underlying the Cell X Platform Technology are in-licensed (the CCF License) by Cell X from The Cleveland Clinic Foundation (CCF) under an exclusive license agreement (the CCF License Agreement). In January 2024, pursuant to a Side Letter Agreement among CCF, Cell X and us (the CCF Side Letter), CCF consented to our sublicense from Cell X pursuant to the Cell X Agreement. Pursuant to the CCF Side Letter, if the CCF License is terminated, our sublicense will automatically survive as a direct license between CCF and us, subject to certain conditions. Pursuant to the CCF License Agreement, CCF may terminate the CCF License upon, among various other triggers, Cell X s insolvency, failure to pay amounts due, false or misleading representations, failure to perform material covenants, or failure to achieve specified commercialization milestones, in each case subject to applicable notice and cure periods.

Cell X Secured Convertible Promissory Note

In January 2024, we entered into a Secured Convertible Promissory Note Purchase Agreement with Cell X (Cell X Convertible Note Purchase Agreement) whereby we agreed to purchase, and Cell X agreed pursuant to sell and issue, which we purchased a secured convertible promissory note (the Cell X Convertible Note) with an original principal amount equal to of $5.0 million and bearing 8% simple interest rate. per annum. The Cell X Convertible Note is secured by a first priority security interest in substantially all of Cell X s assets, including its intellectual property. The outstanding amount principal and interest shall automatically convert into shares of Cell X s preferred stock (the Conversion Stock) upon a qualified financing and in Cell X. We have optional conversion rights upon a non-qualified equity financing and upon maturity of the Cell X Convertible Note. The principal and accrued interest are due and payable upon the earliest to occur of (i) the 24-month anniversary of the Cell X Convertible Note Purchase Agreement, maturity date, (ii) a change in control sale of Cell X (whether to us or to a third party), or (iii) the occurrence of an Event of Default, as defined in the Cell X Convertible Note. Purchase Agreement. In the event we purchased acquire Cell X, we are entitled to receive the $5.0 million entire outstanding amount of the Cell X Convertible Note; in 2024 and elected the fair value option for event of a third-party sale of Cell X, we are entitled to receive 200% of the note. outstanding amount. The fair value of the Cell X Convertible Note was $0.9 million and $5.5 million as of December 31, 2025 and December 31, 2024, respectively, which is included in other noncurrent assets on the balance sheet. In January 2026, we amended The Cell X Convertible Note to extend the maturity date to February 2026, or such later date approved by us and Cell X. In February 2026, we extended the maturity date to March 2026, and in March 2026, we extended the maturity date to April 13, 2026. On April 10, 2026, we extended the maturity fair value of the Cell X Convertible Note to April 30, 2026, and on April 29, 2026, we further extended the maturity to May 15, was $1.0 million as of March 31, 2026.

In January 2026, we entered into a First Amendment to the Cell X Convertible Note, which extended the original maturity date of January 22, 2026 to February 22, 2026. Subsequently, we entered into a series of additional amendments to further extend the maturity date through June 10, 2026.

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Following the conclusion of the Award Period, we have, in our sole discretion, the option to treat the Award either as a loan or as a grant. If we do not elect to treat the Award as a loan within 10 years of the award date, the Award will be considered a grant, and we will be obligated to pay CIRM, on a quarterly basis, a low single-digit royalty on commercial sales of sasineprocel until such aggregate royalty payments equal nine times the total amount awarded to us under the award. If we elect to treat the Award as a loan, we would be obligated to repay the loan within ten business days of making the election at an amount based on a specified percentage of the Award (ranging from 80% to 100%, plus, in certain cases, interest up to an annual percentage rate of 10% plus LIBOR), with the applicable amounts based on the phase of development of sasineprocel at the time the election is made.

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During the year ended December 31, 2025, we received two cash disbursements under the Award totaling $1.7 million. During the year ended December 31, 2025, $2.8 million was recognized as an offset to research and development expense, and $0.5 $0.4 million was deferred and recorded in other current liabilities as of December 31, 2025. During the year ended December 31, 2024, we received three cash disbursements under the award totaling $5.7 million. During the year ended December 31, 2024, $4.2 million was recognized as an offset to research and development expense, and $1.5 million was deferred and recorded in other current liabilities as of December 31, 2024.

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and 4 more changes in the filing

Business 19 changes

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Sasineprocel and our end-to-end autologous iPSC platform are based on advances in cellular reprogramming, including the Nobel Prize winning discovery by Shinya Yamanaka and John B. Gurdon, which demonstrated that mature, specialized cells can be reprogrammed into pluripotent stem cells iPSCs through the introduction of defined transcription factors (commonly referred to as Yamanaka factors). We combine these foundational reprogramming methods with our stem cell biology expertise, the latest artificial intelligence, ML and genomic approaches to optimize cell identity, purity and functional potential and to enable a scalable, reproducible, standardized, and data-driven manufacturing process for autologous cell therapy. Sasineprocel, our proprietary autologous iPSC-derived composition of DANPCs, CNS progenitors, and glial progenitors, is designed to establish a biologically active cellular microenvironment that supports cell engraftment, survival, and functional integration of transplanted cells with the goal of restoring functional dopamine signaling in PD patients. The sustained benefit observed in patients treated with sasineprocel provides evidence of neural circuitry reconstruction and is further supported by preclinical studies, in which we observed that DANPCs transplanted into PD animal models differentiated into DA neurons that integrated into the brain and restored dopamine signaling. We hypothesize that sasineprocel s combination of cells beyond DANPCs may play a key role in supporting neural synapse formation and general microenvironmental health to enable a broad and profound treatment effect in PD patients, including improvement in non-motor symptoms.

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As of April 7, 2026, the data cutoff date, 15 patients had been dosed, with seven participants receiving a low dose and eight participants receiving a high dose. Sasineprocel was observed to be generally well-tolerated with the majority of reported adverse events being mild to moderate. Among the patients dosed, 58 treatment-emergent adverse events TEAEs were reported. There was no evidence of graft-induced dyskinesias or graft rejection, and no clinically significant hemorrhages were observed post-operatively. As sasineprocel is autologous, with no requirement for immunosuppression, there were no immunosuppression-related events. Only one TEAE, myoclonus (sudden, uncontrollable muscle movement), was considered possibly related to sasineprocel, with sertraline, a selective serotonin reuptake inhibitor, identified as a co-suspect medication. One participant had two serious adverse events related to the surgical procedure (neck swelling and dysphagia due to intubation in the prone position and stroke due to pre-operative interruption of anticoagulants that the patient was taking for a history of deep venous thrombosis). The most commonly reported TEAEs, defined as occurring in 10% or more of patients, were related to the surgery, including incision site pain, swollen tongue, headache, infusion site pain, glossodynia, hypoesthesia, and oropharyngeal pain. Two patients had intracranial hemorrhages not requiring any surgical treatment. Of these two patients, one patient had no associated symptoms and the other, who had a history of migraine, experienced a headache which resolved, with levetiracetam identified as a co-suspect medication. As of the data cutoff date, 12 patients had at least one six-month or later follow up evaluation.

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Additionally, the ASPIRO trial is exploring changes in DA medication as measured by LEDD, a standardized calculation that converts all DA medications a patient is taking into a single equivalent dose of levodopa, providing a measure of total daily DA medication burden using established methodology. A reduction in LEDD suggests that a patient requires less DA medication to manage their motor symptoms. As of the LEDD cutoff date of April 10, 2026, in the low dose cohort, two, three and four three patients showed a reduction in LEDD at six, 12 and 18 months, respectively, and no patients one patient experienced an LEDD increase at 18 months. In the high dose cohort, at six months, three out of eight patients showed an LEDD reduction and one patient showed an LEDD increase; at 12 months, two out of four patients showed an LEDD reduction and one patient showed an LEDD increase; at 18 months, three two out of four patients showed an LEDD reduction and one two showed an LEDD increase.

Figure 1. Sustained improvements observed across multiple validated PD endpoints. Data summarized above is as of April 7, 2026, except LEDD data is summarized as of April 10, 2026. A decrease (negative number) compared to baseline is an improvement for MDS-UPDRS scores and PDQ-39. The numbers in parentheses represent standard deviations. Mean changes in data summarized above are driven by totality of data across patients and not driven by a limited number of patients exhibiting significantly better-than-average improvements. * For the four high dose patients for whom data was available at the 12-month and 18-month assessments, the baseline values for Good On Time (hours) Hauser Diary, Off Time (hours) Hauser Diary, MDS-UPDRS part III OFF score, MDS-UPDRS part II score, and PDQ-39 were: 11.7 (0.9), 4.3 (0.9), 44.0 (4.2), 9.5 (9.3), 16.1 (15.6), respectively. For the three low dose patients in Cohort 4, no data is yet available because six months have not elapsed since dosing.

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In addition, large-scale expansion of allogeneic cell lines requires extensive cell banking and manufacturing scale-up, which may increase the risk of genome instability over time. For example, scale up of pluripotent stem cells iPSCs can select for mutations which provide a proliferation advantage, such as mutations in the TP53 gene, similar to mutations commonly found in human cancers. Redosing with the same allogeneic product may also be limited by the development of immune sensitization.

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As of April 7, 2026, the data cutoff date, sasineprocel was generally well tolerated with a majority of reported adverse events being mild to moderate. As of the cutoff date, 15 patients had been dosed, with seven participants receiving a low dose and eight participants receiving a high dose. Among the patients dosed, 58 treatment-emergent adverse events TEAEs were reported. There was no evidence of graft-induced dyskinesias or graft rejection, and no clinically significant hemorrhages were observed post-operatively. As sasineprocel is autologous, with no requirement for immunosuppression, there were no immunosuppression-related events. Only one TEAE, myoclonus (sudden, uncontrollable muscle movement), was considered possibly related to sasineprocel, with sertraline, a selective serotonin reuptake inhibitor, identified as a co-suspect medication. One participant had two serious adverse events related to the surgical procedure (neck swelling and dysphagia due to intubation in the prone position and stroke due to pre-operative interruption of anticoagulants that the patient was taking for a history of deep venous thrombosis). The most commonly reported TEAEs, defined as occurring in 10% or more of patients, were related to the surgery, including incision site pain, swollen tongue, headache, infusion site pain, glossodynia, hypoesthesia, and oropharyngeal pain. As of the data cutoff date, 12 patients had at least one six-month or later follow up evaluation. Two patients had intracranial hemorrhages not requiring any surgical treatment. Of these two patients, one patient had no associated symptoms and the other, who had a history of migraine, had a headache that resolved, with levetiracetam identified as a co-suspect medication.

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Additionally, the ASPIRO trial is exploring changes in DA medication as measured by LEDD, a standardized metric that converts all DA medications a patient is taking into a single equivalent dose of levodopa, providing a measure of total daily DA medication burden. A reduction in LEDD suggests that a patient requires less DA medication to manage their motor symptoms. As of the LEDD cutoff date of April 10, 2026, in the low dose cohort, two, three and four three patients showed a reduction in LEDD at six, 12 and 18 months, respectively, and no patients one patient experienced an LEDD increase at 18 months. In the high dose cohort, at six months, three out of eight patients showed an LEDD reduction and one patient showed an LEDD increase; at 12 months, two out of four patients showed an LEDD reduction and one patient showed an LEDD increase; at 18 months, three two out of four patients showed an LEDD reduction and one two showed an LEDD increase.

Figure 6. Sustained improvements observed across multiple validated PD endpoints. Data summarized above is as of April 7, 2026, except LEDD data is summarized as of April 10, 2026. A decrease (negative number) compared to baseline is an improvement for MDS-UPDRS scores and PDQ-39. The numbers in parentheses represent standard deviations. Mean changes in data summarized above are driven by totality of data across patients and not driven by a limited number of patients exhibiting significantly better-than-average improvements. * For the four high dose patients for whom data was available at the 12-month and 18-month assessments, the baseline values for Good On Time (hours) Hauser Diary, Off Time (hours) Hauser Diary, MDS-UPDRS part III OFF score, MDS-UPDRS part II score, and PDQ-39 were: 11.7 (0.9), 4.3 (0.9), 44.0 (4.2), 9.5 (9.3), 16.1 (15.6), respectively. For the three low dose patients in Cohort 4, no data is yet available because six months have not elapsed since dosing.

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Quality of life improvements are being assessed using PDQ-39, a 39-item, patient reported questionnaire used to measure health related quality of life in people with PD. PDQ-39 is the most widely used disease specific quality of life measure for PD. The questionnaire asks patients how often, over the past month, they have experienced difficulties related to PD across eight domains, including mobility, activities in daily living, emotional well-being, stigma associated with disease, social support, cognition, communication, and bodily discomfort. Each domain is scored on a standard scale ranging from 0 100 and the total score is the mean of the eight subdomains, with higher values indicating greater disease burden. As of the cutoff date, patients in Cohort 1 (low dose; n=4) and Cohort 2 (high dose; n=4), treatment with sasineprocel resulted in a reduction in total PDQ-39 score at 18 months of 5.0 and 3.8, respectively, demonstrating meaningful improvements in quality of life. As of April 7, 2026, the data cutoff date, the total PDQ-39 score at 18 months improved (decreased) in three out of eight patients, with a mean 21% 29% reduction from baseline, remained stable in four patients, and worsened in one patient.

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We are responsible for all risk and liability arising from reliance on the outputs of the device. We may not sell the device to any third party without Mytos prior written consent. We paid Mytos $1.5 million and $0.2 million during the years ended December 31, 2025 and 2024, respectively. We paid Mytos $0.5 million and $0.7 million during the three months ended March 31, 2026 and 2025, respectively.

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We are responsible for testing the project work, for assessing whether the project work infringes the intellectual property rights of any third parties, and for securing any patent protection. We paid Veranex $1.0 million and $0.5 million during the years ended December 31, 2025 and 2024, respectively. We paid Veranex $7,400 and $257,000 during the three months ended March 31, 2026 and 2025, respectively.

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We are solely responsible for obtaining all regulatory approvals relating to our therapies incorporating ClearPoint products, including the ClearPoint SmartFlow cannula. ClearPoint retains all right, title, and interest in and to the products sold to us pursuant to the ClearPoint MSA and all intellectual property rights related thereto, including sole ownership of any improvements, additions, or variations to the products, whether or not made at our request, except to the extent otherwise set forth in a development agreement with respect to custom products that have been enhanced, improved, or customized by ClearPoint solely for our use. ClearPoint further has the right to sell, offer, license, or otherwise commercialize the products and services covered by the ClearPoint MSA to third-party customers. We paid ClearPoint $0.3 million during each of the years ended December 31, 2025 and 2024. We paid ClearPoint $40,000 and $34,000 during the three months ended March 31, 2026 and 2025, respectively.

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The thaw and inject formulation of sasineprocel (ANPD001 Suspension) was evaluated in a series of nonclinical studies designed to assess location, engraftment, and safety following direct intracerebral administration. In rodents, a non GLP engraftment study and a pivotal single dose GLP toxicity study demonstrated that ANPD001 Suspension was well tolerated and resulted in persistent engraftment of human cells with comparable average graft size and number of mature dopaminergic neurons after 3-month in life maturation in a side-by-side evaluation with dose prep formulation (ANPD001 Injectable Suspension) and human cells remained appeared to remain localized to the target striatal region, with no morphological evidence of migration outside the brain. No adverse effects on clinical observations, body weights, functional assessments, clinical pathology, or macroscopic or microscopic pathology were observed. These studies support the safety of the thaw and inject formulation and its suitability for clinical administration without additional dose preparation steps.

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We are developing sasineprocel for the treatment of PD. We expect to compete with commercially available advanced therapies used in patients with motor fluctuations despite optimization of L dopa, including DBS devices such as Infinity and Liberta RC (both marketed by Abbott), Vercise (marketed by Boston Scientific), and Percept (marketed by Medtronic), as well as Focused Ultrasound (FUS) technologies such as Exablate Neuro (marketed by Insightec). We anticipate that there will continue to be improvements in DBS and FUS technologies.

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Assays and analytical methods for identifying and characterizing pluripotent stem cells iPSCs and neuronal progenitor cells Potency assays and other functional assays for assessing functional characteristics of cell therapy products Automated manufacturing systems and methods Delivery devices for stereotactic implantation of cell suspensions Methods for treating genetically-linked PD DANPC Manufacturing, Differentiation and Resulting Compositions, Including sasineprocel We own four patent families relating to manufacturing processes for producing DANPCs from iPSCs, including computer-implemented methods and systems for identifying and isolating iPSCs and automated methods of manufacturing DANPCs from iPSCs, DANPC compositions produced by the methods, DANPC compositions characterized by specific attributes, and methods of using the DANPCs to treat disease.

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PluriTest: A gene expression-based assay for identifying pluripotent stem cells iPSCs (issued patent) GraftTest: An assay for predicting engraftment capability of differentiated neuronal cell products (covered by issued patents and pending applications) NeuriTest: Gene expression-based assays for identifying neuronal progenitor cells, including methods for classifying differentiation state (patent applications pending in the United States and internationally) DopaTest: An assay for predicting dopamine production capability of differentiated neuronal cells (covered by pending applications) DDC Potency Assay: An assay measuring L-dopa decarboxylase activity and related potency assessment frameworks (covered by pending applications) Regulatory authorities, including the FDA, generally expect developers of cell therapy products to establish potency assays and other analytical methods that are relevant to the product s biological activity. We believe these assays and related quality control measures are important to support development and, if approved, commercial manufacturing of our product candidates.

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Sumitomo Pharma Co. Ltd: Use of Sendai viral vectors encoding the Yamanaka factors for reprogramming differentiated cells into iPSCs. The licensed patents include five issued U.S. patents directed to methods of producing induced pluripotent stem cells iPSCs using Sendai virus vectors, together with corresponding foreign patents and applications. This license is a non-exclusive sublicense of rights originally granted by ID Pharma Co., Ltd. to Sumitomo, and requires payment of annual license fees, milestone payments upon achievement of specified sales thresholds, and royalties in the low single digits on net sales of licensed products. In connection with the Organizational Split, Sumitomo s rights and obligations under the Sumitomo License Agreement were assigned to and/or succeeded by RATCHERA Co., Ltd., with our prior consent.

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In addition, the Pediatric Research Equity Act (PREA), requires a sponsor to conduct pediatric clinical trials for most biological products, for a new active ingredient, new indication, new dosage form, new dosing regimen, or new route of administration. Under PREA, original BLAs and supplements must contain a pediatric assessment unless the sponsor has received a deferral or waiver. The required assessment must evaluate the safety and effectiveness of the product for the claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The sponsor or FDA may request a deferral of pediatric clinical trials for some or all of the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the biological product is ready for approval for use in adults before pediatric clinical trials are complete or that additional safety or effectiveness data needs to be collected before the pediatric clinical trials begin. The FDA may send a non-compliance letter to any sponsor that fails to submit the required assessment, keep a deferral current, or fails to submit a request for approval of a pediatric formulation.

The FDA may send a non-compliance letter to any sponsor that fails to submit the required assessment, keep a deferral current, or fails to submit a request for approval of a pediatric formulation.

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Management 5 changes

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Xiaokui Zhang, Ph.D.

Chief Scientific Officer

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Chief Regulatory Officer

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Xiaokui Zhang, Ph.D . Dr. Zhang has served as our Chief Scientific Officer since August 2021. Before joining Aspen, Dr. Zhang served as the Executive Vice President and Chief Scientific Officer at Celularity Inc., a biotechnology company, from August 2017 through its IPO, until July 2021. Dr. Zhang has also held various positions of increasing scope and responsibility at Celgene Cellular Therapeutics, a biotechnology company. Prior to that, Dr. Zhang led a gene discovery team at Helicon Therapeutics, a biotechnology company, and conducted target identification studies in cognitive disorders. Dr. Zhang received her B.S. in Physiology from Nanjing University, Jiangsu, China and her Ph.D. in Molecular Cell Biology from the Rockefeller University, New York, New York, with further post-doctoral training in the Functional Genomics at Novartis Pharmaceuticals.

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Ana Sousa, MSJ . Ms. Sousa has served as our Chief Regulatory officer since January 2024 and served as our Senior Vice President of Regulatory and Quality from April 2021 to January 2024. From August 2017 to February 2020, Ms. Sousa served as the Head of Global Regulatory affairs at Principia Biopharma (Principia), a biotechnology company developing oral therapies for immunology and oncology. Prior to that, Ms. Sousa served as the Senior Vice President, Head of Global Regulatory Affairs & Quality from February 2020 to April 202. Prior to Principia, she held positions of increased leadership with Immune Design, a biotechnology company, Onyx Pharmaceuticals, a pharmaceutical company and Genentech-Roche, a biotechnology company. Ms. Sousa earned her Bachelor of Arts at Pace University, Lubin School of Business, and her Master of Science in Jurisprudence (MSJ) degree with a concentration in Health Law and Intellectual Property at The Seton Hall University School of Law.

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Executive and Director Compensation 14 changes

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good reason for executive s resignation means: (i) a reduction of more than ten percent (10%) in the executive s base salary as then in effect, unless the reduction is made as part of, and is generally consistent with, a general reduction of similarly situated executives; or (ii) relocation of the executive s principal place of work to a location resulting in an increase in the executive s daily commute to such principal place of work by more than thirty-five (35) miles, without the executive s prior written approval; provided, however, that the Company (or its successor) has been provided with written notice of the circumstance and thirty (30) days from the receipt of written notice in which to cure such circumstance and the Company (or its successor) fails to cure such circumstance during such thirty-day period, and the executive s employment terminates employment within sixty (60) days following expiration of the cure period.

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Authorized Shares . The maximum number of shares of common stock that may be issued under our 2026 Plan will initially be shares. The number of shares of common stock reserved for issuance under our 2026 Plan will automatically increase on January 1 of each year, beginning on January 1, 2027, and continuing through and including January 1, 2036, by 5% of the sum of the total number of shares of common stock outstanding plus the number of shares issuable upon the exercise of any unexercised pre-funded warrants, in each case which are outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by our board of directors prior to the applicable January 1. The maximum number of shares that may be issued upon the exercise of ISOs under our 2026 Plan is shares.

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In any one year period measured commencing on the date of our annual meeting of stockholders for a particular year that is held following the closing of our initial public offering and ending on the day immediately prior to the date of our annual meeting of stockholders for the next subsequent year, the maximum number of shares of common stock subject to stock awards granted under the 2026 Plan or otherwise during any period to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such period for service on the board of directors (but excluding any cash retainer fees, including cash retainer fees converted into equity awards at the election of the non-employee director, expense reimbursements or distributions from any deferred compensation program applicable to the non-employee director), will not exceed $ $750,000 in total value, or $1,000,000 in total value for the year in which the non-employee director is first appointed or elected to the board (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).

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The 2026 Plan also authorizes the Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in shares of stock upon a Change in Control in exchange for a payment to the participant with respect to each vested share (and each unvested share if so determined by the Committee) subject to the cancelled award of an amount equal to the excess of the consideration to be paid per share of common stock in the Change in Control transaction over the exercise or purchase price per share, if any, under the award. Subject to the restrictions of Section 409A or Section 424 of the Code, the Committee may determine that an award may be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, earnouts and similar conditions as the other holders of the Company s common stock. The Committee may also terminate unvested or unexercised awards for no consideration in connection with the Change in Control.

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The Company maintains the 2018 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2018 Stock Plan is 41,146,191. 42,146,191. The purpose of the 2018 Plan is to provide awards in the form of stock options and restricted stock awards in order to provide an incentive to attract, retain and reward persons performing services for the Company and to motivate such persons to contribute to the growth and profitability of the Company. Employees, directors and consultants are eligible to receive awards under the 2018 Plan.

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Treatment Upon a Change in Control of the Company . If a Change in Control of the Company occurs, as defined in the 2018 Plan, and which generally has the same meaning as defined in the 2026 Plan, then the board may provide for any one or more of the following except to the extent otherwise provided in the applicable form of award agreement: (a) acceleration of the exercisability and/or vesting in connection with a Change in Control of each or any outstanding award or portion thereof and shares acquired pursuant thereto, including termination of the participant s service prior to, upon or following the Change in Control; (b) provide for the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof following the Change in Control, as the case may be (the Acquiror), without the consent of any participant, to assume or continue the Company s rights and obligations under each award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding award or portion thereof a substantially equivalent award with respect to the Acquiror s stock; and/or (c) cancel any award or portion thereof in exchange for a payment with respect to each vested share (and each unvested share, if so determined by the board) of stock subject to such canceled award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a fair market value equal to the fair market value of the consideration to be paid per share of stock in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under such award.

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Authorized Shares. The maximum aggregate number of shares of common stock that may be issued under our ESPP is shares. The number of shares of common stock reserved for issuance under our ESPP will automatically increase on January 1 of each calendar year, beginning on January 1, 2027 and continuing through and including January 1, 2036, by the lesser of (1) % 1% of the sum of the total number of shares of our common stock outstanding plus the number of shares of stock issuable upon the exercise of any unexercised pre-funded warrants, in each case which are outstanding on December 31 of the preceding calendar year, (2) shares and (3) a number of shares determined by our board. Shares subject to purchase rights granted under our ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under our ESPP.

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In connection with this offering, our board of directors expects to approve a new policy for setting non-employee director compensation, which will take effect following the completion of this offering. Under this director compensation policy that we intend to approve, we will pay our non-employee directors, other than the chairperson of the board, an annual cash retainer of $40,000 and the chairperson of our board of directors will be paid an annual cash retainer of $70,000. Members of the following committees of our board of directors will be paid the following additional cash retainers:

Compensation Committee

Nominating and Corporate Governance Committee

Research and Development Committee

In connection with this offering, our board of directors expects to approve a new policy for setting All annual non-employee director compensation, which will take effect following the completion of this offering. Under this director compensation policy that we intend to approve, we will pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and the chairman of each committee will receive higher retainers for such service. These fees will be payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors, on such committee or in such position and no fee shall be payable in respect of any period prior to the completion of this offering.

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Each new non-employee director who joins our board of directors following the closing of this offering will receive an equity a stock option grant under the 2026 Equity Incentive Plan having a grant date fair value for financial accounting purposes (computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification, or ASC, Topic 718) of $ shares and which will vest over a year period in 36 equal monthly installments following the date of grant subject to the non-employee director s continuous service through applicable vesting dates.

On the date of each annual meeting of our stockholders following the closing of this offering, each continuing non-employee director will receive an equity a stock option grant under the 2026 Plan having a grant date fair value for financial accounting purposes of $ shares which will vest in full upon the earlier of the one year anniversary of the grant date or immediately prior to the next annual meeting, subject to the non-employee director s continuous service.

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Certain Relationships and Related Person Transactions 5 changes

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Employment of Immediate Family Members of Executive Officers

We currently employ immediate family members of two of our executive officers.

Conor McDevitt, the son of Dr. McDevitt, our Chief Executive Officer, has been employed by us since December 10, 2025 as a Transformational Business Analyst. For the year ended December 31, 2025, Mr. McDevitt s total compensation , including base salary, bonus and other compensation, including consulting fees paid prior to Mr. McDevitt s hire date and the grant date fair value of the stock options granted to Mr. McDevitt, was approximately $91,000. Mr. McDevitt s total compensation , including base salary, bonus and other compensation for the 2026 fiscal year is expected to be approximately $142,000.

Miranda Pratt, the daughter of Dr. Johnson-Pratt, our Chief Commercial Officer, has been employed by us since December 1, 2025 as a Scientific Communications Manager. For the year ended December 31, 2025, Ms. Pratt s total compensation , including base salary, bonus and other compensation, including consulting fees paid prior to Ms. Pratt s hire date and the grant date fair value of the stock options granted to Ms. Pratt, was approximately $52,000. Ms. Pratt s total compensation , including base salary, bonus and other compensation for the 2026 fiscal year is expected to be approximately $161,000.

The compensation levels of Mr. McDevitt and Ms. Pratt were based on reference to internal pay equity when compared to the compensation paid to employees in similar positions, that were not related to our executive officers and directors. They were also each eligible for equity awards on the same general terms and conditions applicable to other employees at the Company in similar positions, who were not related to our executive officers and directors.

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Description of the securities 4 changes

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As of December March 31, 2025, 2026, there were 188,208,087 188,521,124 shares of our common stock outstanding and held of record by stockholders, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 177,593,856 shares of common stock, which will automatically occur immediately prior to the closing of this offering. Based on the number of shares of common stock outstanding as of December March 31, 2025, 2026, and further assuming the issuance by us of shares of common stock in this offering, there will be shares of common stock outstanding upon the closing of this offering.

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As of December March 31, 2025, 2026, options to purchase 27,870,243 28,157,570 shares of our common stock were outstanding, of which 10,452,957 11,790,997 were vested as of that date. For additional information regarding the terms of our 2018 Plan, see the section titled Executive and Director Compensation Employee Stock Plans 2018 Equity Incentive Plan.

As of December March 31, 2025, 2026, the warrants to purchase 175,691 shares of our common stock are outstanding. On December 20, 2022 in connection with a Loan and Security Agreement (the Loan Agreement) ) with a lender (the Lender) ) , we issued Lender a warrant to purchase 131,761 shares of our common stock at an exercise price of $0.78 per share. In conjunction with amending our line of credit with Lender on November 15, 2024, we issued Lender a warrant to purchase 43,930 shares of our common stock at an exercise price of $0.78. The warrants contain a net exercise provision under which the Lender may, in lieu of payment of the exercise price in cash, surrender the warrant, and receive, a net amount of shares of our common stock based on the fair market value of our common stock at the time of the net exercise of the warrant after deduction of the aggregate exercise price. The warrants expire ten years from their date of issuance.

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We intend to apply to list our common stock listed on the Nasdaq Global Select Market under the symbol ASPE, , and this offering is contingent upon obtaining such approval.

Shares Eligible For Future Sale 1 change

1 unchanged paragraph

Based on the number of shares of our common stock outstanding as of December March 31, 2025, 2026, and assuming (i) the issuance of shares in this offering, (ii) the automatic conversion of all of our outstanding shares of convertible preferred stock into 177,593,856 shares of common stock and the related reclassification of the carrying value of the convertible preferred stock to permanent equity upon the closing of this offering, (iii) no exercise of the underwriters option to purchase additional shares of common stock and (iv) no exercise of outstanding options, we will have outstanding an aggregate of shares of common stock following the closing of this offering.

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Where You Can Find More Information 8 changes

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Index to Financial St atements

Report of Independent Registered Public Accounting Firm

Statements of Operations

Statements of Comprehensive Loss

Statements of Convertible Preferred Stock and Stockholders Deficit

Statements of Cash Flows

Index to Financi al Statements

Audited Financial Statements as of December 31, 2025 and 2024 and for the Years Ended December 31, 2025 and 2024 Report of Independent Registered Public Accounting Firm F- 2 Balance Sheets F- 3 Statements of Operations F- 4 Statements of Comprehensive Loss F- 5 Statements of Convertible Preferred Stock and Stockholders Deficit F- 6 Statements of Cash Flows F- 7

Notes to the financial statements 2 changes

R eport of Independent Registered Public Accounting Firm

Unaudited Financial Statements as of March 31, 2026 and December 31, 2025 and for the Three Months Ended March 31, 2026 and 2025 Balance Sheets F- 26 Statements of Operations F- 27 Statements of Comprehensive Loss F- 28 Statements of Convertible Preferred Stock and Stockholders Deficit F- 29 Statements of Cash Flows F- 30 Notes to Unaudited Financial Statements F- 31 F- 1 R eport of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Aspen Neuroscience, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Aspen Neuroscience, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations, comprehensive loss, convertible preferred stock and stockholders deficit and cash flows for the years then ended and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at 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.

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Legal proceedings 204 changes

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Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

INFORMATION NOT REQUIRED IN PROSPECTUS

Aspen Neuroscience, Inc.

(in thousands, except share data)

Cash and cash equivalents

Marketable securities

Prepaid expenses and other current assets

Total current assets

Operating lease right-of-use assets

Property and equipment, net

Other noncurrent assets

Liabilities, Convertible Preferred Stock and Stockholders Deficit

Current liabilities:

Operating lease liabilities, current

Other current liabilities

Total current liabilities

Operating lease liabilities, noncurrent

Commitments and contingencies

Series Seed convertible preferred stock, $0.0001 par value; 8,323,862 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025; $4,500 aggregate liquidation preference at March 31, 2026 and December 31, 2025 4,445 4,445 Series Seed-2 convertible preferred stock, $0.0001 par value; 1,966,511 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025; $2,025 aggregate liquidation preference at March 31, 2026 and December 31, 2025 2,008 2,008 Series A-1 convertible preferred stock, $0.0001 par value; 20,631,861 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025; $35,000 aggregate liquidation preference at March 31, 2026 and December 31, 2025 34,843 34,843 Series A-2 convertible preferred stock, $0.0001 par value; 19,804,932 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025; $35,000 aggregate liquidation preference at March 31, 2026 and December 31, 2025 34,986 34,986 Series B convertible preferred stock, $0.0001 par value; 50,701,812 shares authorized at March 31, 2026 and December 31, 2025; 50,693,198 shares issued and outstanding at March 31, 2026 and December 31, 2025; $147,563 aggregate liquidation preference at March 31, 2026 and December 31, 2025 147,173 147,173 Series C convertible preferred stock, $0.0001 par value; 76,173,492 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025; $115,624 aggregate liquidation preference at March 31, 2026 and December 31, 2025 115,353 115,353 Stockholders deficit:

Common stock, $0.0001 par value; 228,898,561 shares authorized at March 31, 2026 and December 31, 2025; 17,080,878 and 16,767,841 shares issued at March 31, 2026 and December 31, 2025, respectively; 10,927,268 and 10,614,231 shares outstanding at March 31, 2026 and December 31, 2025, respectively Additional paid-in capital 12,565 11,249 Accumulated other comprehensive (loss) income (42 ) Accumulated deficit (245,811 ) (228,340 ) Total stockholders deficit (233,287 ) (217,077 ) Total liabilities, convertible preferred stock and stockholders deficit $ 126,600 $ 143,663 The accompanying notes are an integral part of these unaudited financial statements.

Aspen Neuroscience, Inc.

Statements of Operations

(in thousands, except share and per share data)

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income (loss):

Other income (loss), net

Total other income (loss), net

Net loss per common share:

Net loss per common share, basic and diluted

Weighted-average shares used to calculate net loss per common share, basic and diluted 10,692,532 10,093,319 The accompanying notes are an integral part of these unaudited financial statements.

Aspen Neuroscience, Inc.

Statements of Co mprehensive Loss

Other comprehensive loss:

Unrealized loss on marketable securities

The accompanying notes are an integral part of these unaudited financial statements.

Aspen Neuroscience, Inc.

Statements of Convertible Preferre d Stock and Stockholders Deficit (in thousands, except share data) (Unaudited) Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders Shares Amount Shares Amount Capital Income (Loss) Deficit Deficit Balance at December 31, 2025 177,593,856 $ 338,808 10,614,231 $ $ 11,249 $ $ (228,340 ) $ (217,077 ) Exercise of stock options 313,037 Stock-based compensation 1,225 1,225 Unrealized loss on marketable securities (55 ) (55 ) Net loss (17,471 ) (17,471 ) Balance at March 31, 2026 177,593,856 $ 338,808 10,927,268 $ $ 12,565 $ (42 ) $ (245,811 ) $ (233,287 ) Convertible Preferred Stock Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Total Stockholders Shares Amount Shares Amount Capital Income (Loss) Deficit Deficit Balance at December 31, 2024 101,428,978 $ 223,480 10,023,079 $ $ 8,517 $ $ (166,284 ) $ (157,727 ) Exercise of stock options 69,682 Vesting of restricted stock 230,452 Stock-based compensation Unrealized loss on marketable securities (25 ) (25 ) Net loss (16,374 ) (16,374 ) Balance at March 31, 2025 101,428,978 $ 223,480 10,323,213 $ $ 9,243 $ $ (182,658 ) $ (173,400 ) The accompanying notes are an integral part of these unaudited financial statements.

Aspen Neuroscience, Inc.

Statements of Cash Flows

Operating Activities

Adjustments to reconcile net loss to cash used in operating activities:

Stock-based compensation

Amortization of right-of-use lease assets

Accretion of discounts and amortization of premiums on short-term investments, net (468 (13 (Gain) loss from change in fair value of convertible note receivable (12 ) Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Other noncurrent assets

Accrued expenses and other current liabilities

Noncurrent liabilities

Net cash used in operating activities

Investing Activities

Purchases of marketable securities

Maturities of marketable securities

Purchases of property and equipment

Net cash (used in) provided by investing activities

Financing Activities

Proceeds from exercise of stock options

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of year

Supplemental Disclosure for Non-cash Activities

Deferred offering costs included in accounts payable and accrued expenses 1,367 Change in purchases of property and equipment included in accrued expenses The accompanying notes are an integral part of these unaudited financial statements.

Aspen Neuroscience, Inc.

Notes to Unau dited Financial Statements

1. Organization and Basis of Presentation

Description of Business

Aspen Neuroscience, Inc. ( Aspen or the Company ) is a clinical-stage, regenerative medicine biotechnology company focused on developing autologous induced-pluripotent stem cell ( iPSC )-derived therapies to initially address neurodegenerative diseases with high unmet medical need. The Company s lead program, sasineprocel, is an investigational autologous iPSC-based therapy for Parkinson s disease designed to replace a patient s lost dopamine neurons with dopaminergic neuron precursor cells. Aspen is headquartered in San Diego, California, and was originally incorporated in Delaware on May 18, 2018.

Basis of Presentation

The Company s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( GAAP ) and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ( SEC ) applicable to interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ( ASC ) and pursuant to the rules and regulations of the SEC.

Interim financial results are not necessarily indicative of results anticipated for the full year or any other period. These unaudited financial statements should be read in conjunction with the Company s audited financial statements and accompanying notes for the years ended December 31, 2025 and 2024.

Emerging Growth Company Status

The Company is an emerging growth company ( EGC ), as defined in the Jumpstart Our Business Startups Act (the JOBS Act ), enacted in 2012. Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Liquidity and Capital Resources

From inception through March 31, 2026, the Company has devoted substantially all of its efforts to conducting product research and development, developing intellectual property, raising capital and entering into licensing agreements. The Company has a limited operating history, and the sales and income potential of the Company s business and market are unproven. The Company has incurred net losses and negative cash flows from operating activities since inception and had an accumulated deficit of $245.8 million as of March 31, 2026.

The Company expects to continue to incur net losses into the foreseeable future as it continues the development of its pipeline and expands its product manufacturing efforts. As a result, the Company will need to raise additional capital through equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to meet its capital requirements and fund its operations through at least twelve months from the date of the issuance of these unaudited financial statements. Future capital requirements will depend on many factors, including the timing and extent of the Company s spending on its operations, and there can be no assurance that the Company will be successful in obtaining additional funding, that the Company s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. The failure to obtain sufficient funds on acceptable terms and in a timely manner could require the Company to make significant spending reductions in its future operations including suspending or curtailing planned programs. Any of these actions could materially harm the Company s business, results of operations and future prospects.

The preparation of the Company s unaudited financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent liabilities in the Company s unaudited financial statements and accompanying notes. The most significant estimates in the Company s unaudited financial statements relate to accruals for research and development expenses, valuation of stock-based awards, fair value of convertible promissory note receivable and incremental borrowing rate used for calculating operating lease liabilities. Management evaluates its estimates on an ongoing basis. Although these estimates are based on the Company s historical experience, knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

Summary of Significant Accounting Policies

and 124 more changes in the filing

Undertakings 6 changes

7 unchanged paragraphs

Amended and Restated Certificate of Incorporation, as currently in effect 3.2 Amended and Restated Bylaws, as currently in effect 3.3* Form of Amended and Restated Certificate of Incorporation, to be effective immediately prior to the closing of this offering 3.4* Form of Amended and Restated Bylaws, to be effective immediately prior to the closing of this offering 4.1 Amended and Restated Investors Rights Agreement, dated October 1, 2025, by and among the Registrant and certain of its stockholders 5.1* Opinion of DLA Piper LLP (US) 10.1# Aspen Neuroscience, Inc. 2018 Stock Plan 10.2# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Notice of Grant of Option 10.3# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Agreement 10.4# Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Exercise Notice 10.5#* Aspen Neuroscience, Inc. 2026 Equity Incentive Plan and forms of equity award grant notices and agreements thereunder.

Aspen Neuroscience, Inc. 2026 Employee Stock Purchase Plan

Aspen Neuroscience, Inc. 2026 Cash Compensation Plan

Aspen Neuroscience, Inc. Non-Employee Director Compensation Program

Amended and Restated Certificate of Incorporation, as currently in effect 3.2** Amended and Restated Bylaws, as currently in effect 3.3* Form of Amended and Restated Certificate of Incorporation, to be effective immediately prior to the closing of this offering 3.4* Form of Amended and Restated Bylaws, to be effective immediately prior to the closing of this offering 4.1** Amended and Restated Investors Rights Agreement, dated October 1, 2025, by and among the Registrant and certain of its stockholders 5.1* Opinion of DLA Piper LLP (US) 10.1#** Aspen Neuroscience, Inc. 2018 Stock Plan 10.2#** Aspen Neuroscience, Inc. 2018 Stock Plan Form of Notice of Grant of Option 10.3#** Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Agreement 10.4#** Aspen Neuroscience, Inc. 2018 Stock Plan Form of Stock Option Exercise Notice 10.5#* Aspen Neuroscience, Inc. 2026 Equity Incentive Plan 10.6#* Aspen Neuroscience, Inc. 2026 Employee Stock Purchase Plan 10.7#* Aspen Neuroscience, Inc. 2026 Cash Incentive Plan 10.8#* Aspen Neuroscience, Inc. Non-Employee Director Compensation Policy 10.9#** Executive Employment Agreement, dated effective as of January 18, 2021, by and between Damien McDevitt and the Registrant 10.10#** Employment Offer Letter, dated March 3, 2025, by and between Dalen Meeter and the Registrant 10.11#** Employment Offer Letter, dated May 18, 2022, by and between Kim Raineri and the Registrant 10.12#* Form of Indemnification Agreement for Directors and Officers 10.13 ** Lease, dated as of March 27, 2019, by and between the Registrant and BMR-Road to the Cure LP 10.14 ** First Amendment to Lease, dated as of June 10, 2021, by and between the Registrant and BMR-Road to the Cure LP 10.15 ** Second Amendment to Lease, dated as of August 25, 2021, by and between the Registrant and BMR-Road to the Cure LP 10.16** Third Amendment to Lease, dated as of May 18, 2023, by and between the Registrant and BMR-Road to the Cure LP 10.17 ** Lease, dated as of May 12, 2021, by and between the Registrant and HCP TPSP, LLC 10.18 ** Exclusive License Agreement, dated effective as of July 27, 2018, by and between the Registrant And The Scripps Research Institute and Summit for Stem Cell Foundation 10.19 ** Assignment and Assumption Agreement, dated as of October 30, 2018, by and among the Registrant and Summit for Stem Cell Foundation, Mission Edge San Diego 10.20 *** Non-Exclusive License Agreement, dated as of September 20, 2019, by and between the Registrant and iPS Academia Japan, Inc. II- 5 10.21 *** License Agreement, dated effective as of December 5, 2023, by and between the Registrant and Sumitomo Pharma Co., Ltd. 10.22 * Collaboration and License Agreement, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. 10.23 * First Amendment to Collaboration and License Agreement, dated as of January 8, 2025, by and between the Registrant and Cell X Technologies, Inc. 10.24 * Second Amendment to Collaboration and License Agreement, dated as of October 28, 2025, by and between the Registrant and Cell X Technologies, Inc. 10.25 * Third Amendment to Collaboration and License Agreement, dated as of January 22, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.26 * Fourth Amendment to Collaboration and License Agreement, dated as of April 6, 2026, by and between the Registrant and Cell X Technologies, Inc. 10.27 * Secured Convertible Promissory Note Purchase Agreement, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. 10.25* 10.28 * Secured Convertible Promissory Note, dated as of January 22, 2024, by and between the Registrant and Cell X Technologies, Inc. 10.26 10.29 ** Business Terms and Conditions, dated as of November 12, 2021, by and between the Registrant and Ximedica, LLC (d/b/a Veranex) 10.27 10.30 ** Master Supply Agreement, dated as of January 25, 2022, by and between the Registrant and ClearPoint Neuro, Inc. 10.28 10.31 ** Main Services Agreement, dated as of September 16, 2024, by and between the Registrant and Mytos Bio Limited 23.1* Consent of Ernst & Young LLP, independent registered public accounting firm 23.2* Consent of DLA Piper LLP (US) (included in Exhibit 5.1) 24.1* Power of Attorney (included on signature page) 107* Filing Fee Table * To be filed by amendment.

** Previously filed.

15 unchanged paragraphs