424B4Filed 30 Oct 2026

Aspen Neuroscience, Inc.

SEC CIK

The IPO

What Aspen Neuroscience, Inc. is offering and at what price, read from the cover of its 424B4.

Offer price: $15.00
Shares offered: 9,375,000
Offer size: $141M
Listing: Nasdaq Global Select Market

Underwriters: Leerink Partners, UBS Investment Bank, Piper Sandler Stifel, Oppenheimer & Co.

Business model

Is Aspen Neuroscience, Inc. a good business, and why? Its market, industry, edge and team, each rated by a stated rule.

Each domain is scored from -10 to +10 by a stated rule, with the evidence behind it. There is no overall score and no buy or sell verdict.

Read the business-model analysis

Financials

Read from the audited statements in the prospectus. Amounts are US dollars in millions; at its latest year's cash burn the cash on hand lasts about 25 months.

	FY2024	FY2025
Operating result	-$53.5M	-$59.3M
Net income (loss)	-$48.6M	-$62.1M
Total assets	$90.2M	$144M
Cash and equivalents	$15.2M	$82.1M
Marketable securities	$42.5M	$28.6M
Accumulated deficit	-$166M	-$228M
Cash from operations	-$44.2M	-$52.9M
Cash on hand lasts (months)	15.7	25.1

Statements of Operations

	FY2024	FY2025
Operating expenses
Research and development	35.59	41.83
General and administrative	17.87	17.47
Total operating expenses	53.46	59.31
Loss from operations	-53.46	-59.31
Other income (loss)
Interest income	4.4	1.79
Other (loss) income, net	0.5	-4.54
Total other (loss) income, net	4.9	-2.75
Net loss	-48.56	-62.06
Net loss per common share
Net loss per common share, basic and diluted	-51.81	-59.43
Weighted-average shares used to calculate net loss per common share, basic and diluted	937,224	1,044,175

Balance Sheets

	Dec 2024	Dec 2025
Assets
Current assets
Cash and cash equivalents	15.22	82.1
Marketable securities	42.46	28.6
Prepaid expenses and other current assets	1.91	1.69
Total current assets	59.59	112.39
Operating lease right-of-use assets	10.85	8.53
Property and equipment, net	12.29	18.9
Restricted cash	0.62	0.62
Other noncurrent assets	6.86	3.22
Total assets	90.21	143.66
Current liabilities
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit Accounts payable	0.85	2.64
Accrued expenses	8.13	7.61
Operating lease liabilities, current	3.43	3.53
Other current liabilities	1.63	0.49
Total current liabilities	14.04	14.26
Operating lease liabilities, noncurrent	10.4	7.67
Other noncurrent liabilities	0.02	0
Commitments and contingencies
Series Seed convertible preferred stock, 0.0001 par value; 8,323,862 shares authorized, issued and outstanding at December 31, 2025 and 2024; 4,500 aggregate liquidation preference at December 31, 2025 and 2024	4.45	4.45
Series Seed-2 convertible preferred stock, 0.0001 par value; 1,966,511 shares authorized, issued and outstanding at December 31, 2025 and 2024; 2,025 aggregate liquidation preference at December 31, 2025 and 2024	2.01	2.01
Series A-1 convertible preferred stock, 0.0001 par value; 20,631,861 shares authorized, issued and outstanding at December 31, 2025 and 2024; 35,000 aggregate liquidation preference at December 31, 2025 and 2024	34.84	34.84
Series A-2 convertible preferred stock, 0.0001 par value; 19,804,932 shares authorized, issued and outstanding at December 31, 2025 and 2024; 35,000 aggregate liquidation preference at December 31, 2025 and 2024	34.99	34.99
Series B convertible preferred stock, 0.0001 par value; 50,701,812 and 51,530,454 shares authorized at December 31, 2025 and 2024, respectively; 50,693,198 and 50,701,812 shares issued and outstanding at December 31, 2025 and 2024, respectively; 147,563 and 147,588 aggregate liquidation preference at December 31, 2025 and 2024	147.2	147.17
Series C convertible preferred stock, 0.0001 par value; 76,173,492 shares authorized, issued and outstanding at December 31, 2025; 115,624 aggregate liquidation preference at December 31, 2025; no Series C convertible preferred stock was authorized, issued or outstanding at December 31, 2024	0	115.35
Stockholders’ deficit
Common stock, 0.0001 par value; 228,898,561 and 137,843,464 shares authorized at December 31, 2025 and 2024, respectively; 1,696,796 and 1,662,716 shares issued at December 31, 2025 and 2024, respectively; 1,074,089 and 1,014,267 shares outstanding at December 31, 2025 and 2024, respectively	0	0
Additional paid-in capital	8.52	11.25
Accumulated other comprehensive income	0.04	0.01
Accumulated deficit	-166.28	-228.34
Total stockholders’ deficit	-157.73	-217.08
Total liabilities, convertible preferred stock and stockholders’ deficit	90.21	143.66

Statements of Cash Flows

	FY2024	FY2025
Operating Activities
Net loss	-48.56	-62.06
Adjustments to reconcile net loss to cash used in operating activities
Stock-based compensation	2.71	2.52
Amortization of right-of-use lease assets	2.15	2.32
Depreciation	1.36	1.64
Accretion of discounts and amortization of premiums on short-term investments, net	-1.96	-0.05
Loss (gain) from change in fair value of convertible note receivable	-0.5	4.55
Changes in operating assets and liabilities
Prepaid expenses and other current assets	-0.14	0.22
Other noncurrent assets	-0.3	0.45
Accounts payable	-0.3	1.79
Accrued expenses and other current liabilities	3.78	-1.5
Noncurrent liabilities	-2.4	-2.73
Net cash used in operating activities	-44.16	-52.85
Investing Activities
Purchases of marketable securities	-74.89	-33.61
Purchase of convertible note	-5	0
Maturities of marketable securities	103.1	47.5
Purchases of property and equipment	-2.58	-9.69
Net cash provided by investing activities	20.63	4.2
Financing Activities
Proceeds from exercise of stock options	0.47	0.17
Payment of debt issuance costs	-0.01	0
Proceeds from issuance of Series C Preferred Stock, net of issuance costs	0	115.35
Net cash provided by financing activities	0.46	115.53
Net increase (decrease) in cash, cash equivalents and restricted cash	-23.07	66.88
Cash, cash equivalents and restricted cash at beginning of year	38.92	15.84
Cash, cash equivalents and restricted cash at end of year	15.84	82.72
Supplemental Disclosure for Non-cash Activities Change in purchases of property and equipment included in accrued expenses	0.04	-0.07
Non-cash adjustment to reduce right-of-use assets and lease liabilities due to lease termination	0.14	0

Per-share and share-count rows are shown as printed, not in millions.

Discount rate

The return investors would ask of a company like Aspen Neuroscience, Inc.: a starting point for valuing its cash flows.

Cost of equity: 8.8%
Beta (whole market): 0.91
Equity risk premium: 4.46%

The 10-year US Treasury yield of 4.94% (as of 30 Oct 2026) less a 0.23% default spread, plus a beta of 0.91 (the whole US market, since the company's industry is not set) times the equity risk premium. Yield: US Treasury, daily par yield curve, 10-year. Premium and beta: Damodaran, NYU Stern. This is a market-wide estimate, not a forecast for this company.

Inside the filing

Section-by-section summaries of the prospectus. Turn on Detailed view at the top to expand everything.

What the company does and how it got here

Summary of the prospectus

The company's own short pitch: business, strengths, strategy and headline numbers.

pp. 3–11

Key points (12)

The company is developing an autologous iPSC-based therapy for Parkinson's disease to replace lost dopamine neurons. p.3
The company has received Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA for the treatment of levodopa-responsive PD. p.6
The company is developing a microglia program initially targeting pediatric leukodystrophies. p.7
The company plans to initiate an IND-enabling study for its microglia program in the second half of 2027. p.7
The company has raised approximately $347 million from a syndicate of leading life sciences investors and organizations since inception. p.8
The company has raised support from the California Institute for Regenerative Medicine (CIRM) to date. p.8
The company plans to expand its manufacturing to support potential commercialization in North America with plans for future global expansion. p.8
The company aims to advance sasineprocel through Phase 3 trials for sporadic PD patients. p.8
The company plans to expand sasineprocel development into genetic PD to maximize therapeutic potential across PD patients. p.8
The company intends to build scalable, automated autologous cell manufacturing to support commercialization in North America. p.8
The company plans to expand its pipeline by leveraging its platform to identify and develop additional product candidates in CNS indications. p.8
The company has incurred substantial operating losses since inception and expects to incur substantial losses for the foreseeable future. p.9

Business & industry

What the company actually does, its customers, competition and the industry it sells into.

pp. 113–141

Key points (48)

Aspen Neuroscience, Inc. is a clinical-stage regenerative medicine biotechnology company focused on developing autologous iPSC-derived therapies for neurodegenerative diseases. p.113
The company's lead product candidate, sasineprocel, is an investigational single-dose autologous iPSC-based cell therapy being evaluated for the treatment of Parkinson's disease. p.113
Sasineprocel replaces lost dopamine neurons with dopamine-producing neurons capable of integrating and reestablishing functional connections in the brain. p.113
The company's autologous cell therapy approach avoids the need for immunosuppression post-administration, unlike allogeneic approaches. p.113
Sasineprocel is designed to support the formation of functional synaptic connections and neural circuitry without immune suppression. p.113
Preclinical studies in third-party NHP models showed autologous DA progenitor cell transplantation survived without immunosuppression and integrated more robustly than allogeneic transplants. p.113
The company utilizes a proprietary autologous iPSC platform based on Nobel Prize-winning cellular reprogramming methods to generate dopamine-producing neurons. p.116
Manufacturing of sasineprocel occurs in the United States, with the process involving skin-to-fibroblast, fibroblast-to-iPSC, and iPSC-to-DANPC stages. p.116
The company manufactures sasineprocel using proprietary cell lines derived from patient-derived iPSCs. p.119
The company uses a modular automation template to achieve manufacturing capacity for hundreds of patients annually. p.119
The company plans to expand sasineprocel into genetic Parkinson's disease by enrolling a new trial cohort. p.119
The company holds worldwide commercial rights to all its product candidates. p.120
The company is developing a microglia replacement program to treat pediatric rare neurological disorders. p.120
The company has significant expertise in discovering and developing autologous iPSCs for CNS diseases. p.120
The company is advancing a second program targeting microglial cells for the treatment of pediatric rare indications. p.120
The company has discovered programs focused on deriving non-neuronal cell types with potential applications outside the CNS. p.120
The therapy eliminates the need for immunosuppression, which is a key advantage over allogeneic therapies. p.124
The company is developing an autologous iPSC-based product candidate named sasineprocel for Parkinson's disease. p.125
Sasineprocel is designed to replace lost dopamine neurons with dopamine neural precursors (DANPCs) to restore neural circuitry. p.125
The product is administered through a minimally invasive procedure using stereotactic neurosurgical techniques. p.125
The company is developing sasineprocel as a personalized, proprietary composition of neural precursors for each patient. p.125
The company plans to conduct an open-label Phase 1/2a ASPIRO trial evaluating safety, tolerability, and efficacy. p.126
The trial aims to assess potential long-term clinical benefit for motor and non-motor symptoms. p.126
The company has no arrangements in place for redundant supply or a second source for clinical trial materials. p.127
The company's products are designed to restore dopamine signaling in patients with Parkinson's disease. p.130
The company is a pharmaceutical company developing cell replacement therapy for Parkinson's disease. p.131
The company manufactures and sells sasineprocel, a cell replacement therapy for Parkinson's disease. p.131
The company's products are administered via intracerebral transplantation into the striatum. p.132
The company has a preclinical program involving rat studies to assess engraftment and safety. p.132
The company has conducted nonclinical studies in rats to demonstrate sustained engraftment and functional recovery. p.132
The company's products have been shown to restore dopamine signaling in a rodent 6-OHDA model of Parkinson's disease. p.132
The company's products have demonstrated successful engraftment and maturation following intracerebral transplantation. p.132
The company operates a microglia replacement program targeting pediatric leukodystrophies using autologous iPSC-derived cells. p.134
The company manufactures sasineprocel in-house using an automated, modular Cell X platform and Mytos iDEM Triple devices. p.135
Manufacturing locations include in-house facilities and contract manufacturing with third parties for instruments and consumables. p.135
The company has entered into a Master Supply Agreement with ClearPoint Neuro for manufacturing and supplying SmartFlow ventricular cannulas. p.135
The company has entered into a Main Services Agreement with Mytos for automated cell culture devices and related software. p.135
The company plans to manufacture sasineprocel formulations at or near the dosing site for the Phase 1/2a ASPIRO trial. p.136
The company plans to manufacture sasineprocel at a cell processing laboratory for the initial dose preparation formulation. p.136
The company aims to develop an automated manufacturing process to reduce manual labor by more than 90%. p.137
The issuer is a clinical-stage company that has not yet established a full commercial organization or distribution capabilities. p.138
The company intends to commercialize sasineprocel in the United States, European Union, and Asia Pacific, either alone or with partners. p.138
Competitors include larger biotechnology, pharmaceutical, and therapeutics companies with greater financial and technical resources. p.138
The company faces competition from universities and research institutions active in treating Parkinson's disease. p.138
The company competes with advanced therapies like DBS devices and Focused Ultrasound technologies for treating Parkinson's disease. p.138
The company competes with cell and gene therapy candidates targeting sporadic, genetic, or all forms of Parkinson's disease. p.138
The company competes with autologous microglia cell replacement therapies for treating various leukodystrophies. p.138
The company owns four patent families relating to manufacturing processes for producing DANPCs from stem cells. p.139

The IPO terms and where the money goes

The offer

How many shares are being sold, by whom, and on what terms.

pp. 12–15

Key points (4)

The company is offering 9,375,000 shares of common stock. p.12
The company has granted an option to purchase up to 1,406,250 additional shares. p.12
The company estimates net proceeds will be approximately $125.8 million. p.12
The company intends to use net proceeds to fund clinical development of sasineprocel. p.12

Use of proceeds

What the money raised will be spent on: growth, debt repayment or promoters cashing out.

pp. 87–88

Key points (7)

Approximately $8.0 million is allocated to continue funding the Phase 1/2a ASPIRO trial evaluating sasineprocel in patients with sporadic and genetic PD. p.87
Approximately $110.0 million is allocated to initiate and fund a Phase 3 trial evaluating sasineprocel in patients with sporadic and genetic PD. p.87
Approximately $4.0 million is allocated to continue funding the development of microglia programs, including initiating IND-enabling studies. p.87
The remainder of the proceeds is designated for working capital and other general corporate purposes. p.87
The remaining net proceeds may be used to in-license, acquire, or invest in complementary businesses, technologies, products, or assets. p.87
The offering is intended to obtain additional capital to support operations, create a public market for common stock, and facilitate future access to public equity markets. p.87
The company plans to invest the net proceeds in capital preservation instruments such as short-term, interest-bearing obligations, certificates of deposit, and US government obligations. p.87

Capital structure

Who owns what today, past share issues and what the shareholding looks like after the IPO.

p. 89

Key points (7)

Convertible preferred stock shares were 177,593,856 as of June 30, 2026. p.89
Convertible preferred stock shares were 0 as of June 30, 2026 under pro forma and pro forma as adjusted. p.89
Common stock shares were 1,732,276 as of June 30, 2026. p.89
Common stock shares were 500,000,000 as of June 30, 2026 under pro forma. p.89
Common stock shares were 29,078,600 as of June 30, 2026 under pro forma as adjusted. p.89
Common stock shares were 1,109,569 as of June 30, 2026. p.89
Convertible preferred stock shares were 177,602,470 as of June 30, 2026 under actual basis. p.89

What could go wrong, per the company

Risk factors

The risks the company is legally required to disclose, in its own words.

pp. 16–86

Key points (109, showing 60)

The company has incurred substantial operating losses since inception and expects to incur significant losses for the foreseeable future. p.16 p.17 p.18
The company has not yet demonstrated an ability to complete late-stage or pivotal clinical trials or obtain regulatory approvals. p.16 p.17
The company has no products approved for commercial sale and has not generated any revenue from product sales to date. p.16 p.17 p.18
The company expects to incur substantial additional development time and resources before it can apply for or receive regulatory approvals. p.17 p.18
The company has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields. p.17 p.18
The company may never succeed in discovering, developing, obtaining regulatory approvals, and eventually commercializing products that generate significant revenue. p.17 p.18
The company may never generate revenue that is significant enough to achieve profitability. p.17 p.18
The company's future capital requirements depend on factors including the initiation, type, number, scope, and progress of clinical trials and preclinical studies. p.19
The company relies on stereotactic brain surgery for administering sasineprocel, which carries risks including infection, bleeding, stroke, and brain swelling. p.21
Regulatory agencies have reviewed relatively few cell replacement therapy product candidates, creating challenges for sasineprocel. p.21
The company expects to include a control group in its planned Phase 3 trial, which may include a sham surgery. p.22
Maintaining appropriate blinding presents substantial operational, clinical, and logistical challenges when using a sham control or surgical intervention. p.22
Open-label clinical trials may exaggerate observed therapeutic effects due to patient bias where patients perceive improvement simply from knowing they are receiving an experimental treatment. p.22
Open-label clinical trials may be subject to investigator bias where assessors interpret treated group data more favorably due to knowledge of treatment assignment. p.22
Clinical sites and investigators may deviate from clinical trial protocols, which can lead to delays or require additional preclinical studies. p.23
Patients may fail to adhere to required clinical trial procedures, including post-treatment follow-up, which can impact trial outcomes. p.23
We may be required to modify our development and clinical trial plans based on findings in our ongoing clinical trials. p.27
Regulatory authorities may withdraw, suspend, or limit approvals of sasineprocel or seek an injunction against its manufacture or distribution. p.28
We may be required to recall a product or change the way such product is administered to patients. p.28
Regulatory authorities may require additional warnings on the label, such as a black box warning or a contraindication. p.28
We may be required to implement a Risk Evaluation and Mitigation Strategy or create a medication guide outlining the risks of such side effects. p.28
We may be required to change the way a product is distributed or administered, conduct additional clinical trials, or change the labeling of a product. p.28
We may be subject to fines or criminal or civil penalties. p.28
We could be sued and held liable for harm caused to patients. p.28
Strategic acquisitions may require substantial debt or dilutive equity issuances to pay transaction costs. p.31
Acquiring businesses introduces risks of unknown liabilities, integration challenges, and diversion of management attention. p.31
Clinical trials conducted outside the United States may not be accepted by FDA or foreign regulatory authorities. p.31 p.32
Foreign regulatory acceptance of clinical trial data depends on compliance with GCP regulations and potential on-site inspections. p.32
Clinical trial data announced or published may change as more patient data becomes available and is subject to audit. p.32
Interim clinical data may differ from final data, which could significantly harm our business prospects. p.32
Fast Track designation does not guarantee a faster development, review, or approval process. p.32 p.33
Regulatory authorities may not accept or agree with our assumptions, estimates, calculations, or conclusions. p.32 p.33
Our manufacturing process is novel, complex, and highly regulated, involving multiple steps from patient biopsy to final shipment. p.36
Our manufacturing process is susceptible to product loss or failure due to logistical issues, contamination, equipment failure, or process interruptions. p.36 p.37 p.38
Autologous cell therapy presents significant variability in starting materials due to unique biological characteristics of each patient. p.37 p.39
Our clinical trials and commercialization may be delayed if we cannot establish comparability between our automated and manual manufacturing processes. p.37 p.38
Our manufacturing facilities are subject to compliance with strict regulatory requirements, including FDA cGMP regulations, which could lead to delays or fines. p.37 p.38
We are highly dependent on our San Diego manufacturing facility, and any failure to maintain its use would have a material adverse effect on our business. p.38
We rely on highly specialized third-party automated systems and platforms that could experience delays, failures, or quality issues. p.39
Our ability to manufacture at commercial scale or in a cost-effective manner is limited by the need to scale up a cold-chain logistics network. p.39 p.40
The company relies on third-party suppliers for critical raw materials and manufacturing platforms. p.42
The company may face potential termination of supplier agreements or renewal on terms that are unacceptable to it. p.42
The company does not have long-term commitments with most of its third-party suppliers. p.42
The company relies on sole source suppliers for iPSC reprogramming kits and certain automated manufacturing systems. p.42
Qualifying additional or alternative suppliers is time-consuming, costly, and uncertain. p.42
The company may be unable to obtain sufficient quantities of critical inputs on a timely basis or at all. p.43
The company may be unable to source functionally equivalent materials or equipment without significant development work. p.43
The company may be required to replace suppliers or partners if they cannot or will not meet the company's requirements. p.43
The company has no internal sales, marketing, or distribution capabilities and has no experience commercializing products. p.49
The company may not be able to enter into collaborations or hire consultants for sales, marketing, and distribution functions on acceptable financial terms. p.49
The company may not be able to generate any future revenue from product candidates if it fails to commercialize them. p.49
The company may never obtain approval for or commercialize any of its product candidates in any other jurisdiction. p.49
The company may never receive regulatory approvals for any of its product candidates in foreign markets. p.49
Loss of key personnel could delay or prevent successful development of the product pipeline. p.51
The company faces significant competition for experienced clinical and scientific personnel. p.51
The company does not currently maintain key person life insurance on its executives. p.51
Stock awards may harm the company's ability to recruit and retain highly skilled employees. p.51
Employees may leave if stock appreciation exceeds original purchase prices or if exercise prices are below market. p.51
The company will need to expand and manage its managerial, operational, and financial resources. p.52
The company may encounter difficulties in managing its growth and expanding operations successfully. p.52

Litigation and regulatory matters

Regulatory disclosures

Approvals, licences, and any regulatory actions or compliance matters.

pp. 142–152

Key points (16)

The company holds a non-exclusive sublicense of rights to Sendai viral vectors for iPSC reprogramming, requiring annual fees and royalties. p.142
The company holds a license for automated cell detection and analysis systems, including four issued U.S. patents and a pending European patent application. p.142
The company holds a license for systems and methods for automated detection, analysis, isolation, and harvesting of biological objects including iPSCs. p.142
The FDA established the RMAT designation program for regenerative medicine therapies, including cell therapies, under the 21st Century Cures Act. p.147
A BLA designated for priority review may be reviewed within six months of filing, compared to ten months for standard new molecular entity BLAs. p.147
Accelerated approval for biological products requires a sponsor to perform adequate and well-controlled confirmatory clinical trials prior to approval. p.147
The FDA may withdraw approval if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market. p.148
The BPCIA established an abbreviated pathway for biosimilars, granting a reference product sponsor twelve years of exclusivity from the time of first licensure. p.148
The FDA may impose distribution restrictions or other restrictions under a REMS program if problems occur after the product reaches the market. p.148
The American Rescue Plan Act of 2021 eliminated the statutory cap on drug manufacturers' Medicaid drug rebate liability, beginning January 1, 2024. p.150
The Trump administration issued a proclamation imposing tariffs under Section 232 of the Trade Expansion Act on imports of brand pharmaceuticals, biologics, and associated pharmaceutical ingredients, effective July 31, 2026. p.150
The company leases approximately 31,000 square feet of laboratory and office space in San Diego, California, pursuant to a lease agreement that commenced in 2019. p.152
The company entered into a New Lease for approximately 49,000 square feet of laboratory and office space in August 2026 to replace its existing corporate headquarters lease. p.152
The company entered into a New Lease for approximately 49,000 square feet of laboratory and office space in August 2026, which commences in July 2027. p.152
The company is not currently a party to any material legal proceedings. p.152
The company may become involved in legal proceedings arising in the ordinary course of its business from time to time. p.152

Litigation

Court cases, tax disputes and regulatory proceedings involving the company, promoters and directors.

pp. 229–253

Key points (25)

The Company incurred $4.9 million in lease expense for the year ended December 31, 2025, including $1.7 million in variable costs and $3.2 million in straight-line expense. p.229
As of December 31, 2025, the Company has federal and state net operating loss carryforwards totaling approximately $161.5 million. p.231
As of December 31, 2025, the Company has federal and California research and development tax credit carryforwards totaling $11.8 million. p.231
The Company recorded a full valuation allowance of $66.3 million against its net deferred tax assets due to uncertainty regarding realization. p.231
The Company increased its valuation allowance by $18.0 million during the year ended December 31, 2025. p.231
The Company incurred a net loss of $36,546,000 for the six months ended June 30, 2026. p.234
The Company incurred a net loss of $31,759,000 for the six months ended June 30, 2025. p.234
The Company had an accumulated deficit of $264,886,000 as of June 30, 2026. p.236
The Company had an accumulated deficit of $251,073,000 as of June 30, 2025. p.236
The Company had an accumulated deficit of $198,043,000 as of June 30, 2024. p.236
The Company had an accumulated deficit of $157,727,000 as of June 30, 2024. p.236
The Company has substantial doubt about its ability to continue as a going concern within one year due to insufficient cash to fund operations. p.239
The Company is not exposed to significant credit risk because its cash deposits are held in federally insured major financial institutions. p.239
The Company holds $51,090 thousand in fixed income securities, with $50,845 thousand due within one year. p.241
The Company holds $28,602 thousand in Level 2 investments, including $23,891 thousand in U.S. treasuries. p.241
The Company has $7,100 thousand in total accrued expenses as of June 30, 2026. p.242
The Company recorded depreciation expense of $0.9 million for the six months ended June 30, 2026. p.243
The Company did not recognize any impairment losses for the six months ended June 30, 2026. p.243
The Company entered into a Loan and Security Agreement with a lender to borrow up to $25.0 million from three tranches. p.248
The Company incurred $2.6 million in lease expense during the six months ended June 30, 2026, with $1.0 million related to variable costs and $1.6 million to straight-line expense. p.249
The Company has no pending litigation that could have a material adverse effect on its operations, financial condition, or cash flows. p.249
The Company did not record income tax benefits for net operating losses or R&D tax credits due to uncertainty of realizing benefits. p.249
The Company has no pending tax examinations as of June 30, 2026. p.249
The Company's Board authorized the forgiveness of promissory notes held by the CEO in August 2026, representing approximately $1.9 million of principal. p.250
The Company entered into a noncancelable operating lease with HCP Life Science REIT, Inc. for approximately 48,696 rentable square feet in August 2026, with aggregate base rent of approximately $20.2 million. p.251

Who runs and controls the company

Management & board

Directors and senior management: who they are, their background and pay.

pp. 153–182

Key points (48)

Dr. McDevitt has served as CEO at GlaxoSmithKline Pharmaceuticals since 2018. p.153
Dr. McDevitt earned his B.A. and Ph.D. at Trinity College Dublin, Ireland. p.153
Dr. McDevitt completed a post-doctoral research fellowship at Texas A&M. p.153
Dr. McDevitt has served as a member of the board of directors at Ionis Pharmaceuticals since October 2018. p.153
Dr. McDevitt has served as CEO at Akcea Therapeutics since September 2019. p.153
Dr. McDevitt is the Chief Executive Officer and President of Aspen, serving as an independent director. p.153
Dr. McDevitt has served as CEO at Ionis Pharmaceuticals since October 2020. p.153
Dr. McDevitt is not considered an independent director due to his position as CEO. p.157
Faheem Hasnain serves as Executive Chairman and is not considered an independent director. p.157
Dr. McDevitt and Mr. Hasnain are the only non-independent directors on the board. p.157
Andrew Spaventa serves as the chair of the audit committee and is an audit committee financial expert. p.158
Caryn Peterson chairs the nominating and corporate governance committee and is an independent non-employee director. p.158
Caryn Peterson also serves as a member of the research and development committee. p.158
Thomas Daniel, M.D. chairs the compensation committee and is an independent non-employee director. p.159
Damien McDevitt, Ph.D. serves as the chief executive officer and is the chair of the compensation committee. p.159
Kim Raineri serves as the chief technology officer and is an independent non-employee director. p.159
Peter Thompson, M.D. serves as a member of the research and development committee. p.160
Dalen Meeter serves as the chief financial officer and is an independent non-employee director. p.161
Dr. McDevitt is the Chief Executive Officer with a base salary of $636,640 per year. p.163
Dr. McDevitt holds a loan forgiveness agreement for approximately $2,114,989. p.164
Dr. McDevitt's option vesting schedule was extended from four years to six years. p.164
Dr. McDevitt's option was amended to include acceleration upon qualifying termination. p.164
Dalen Meeter is the Chief Financial Officer with a base salary of $445,050 per year. p.164
Dalen Meeter is eligible for a 40% target bonus based on performance objectives. p.164
Kim Raineri is the Chief Technology Officer with a base salary of $445,443 per year. p.164
Kim Raineri is eligible for a 40% target bonus based on performance objectives. p.164
The 2026 Plan was adopted by the board of directors and approved by stockholders in October 2026. p.168
The 2026 Plan is the successor to the 2018 Stock Plan, with no further grants made under the 2018 Plan. p.168
The 2026 Plan includes incentive stock options, nonstatutory stock options, stock appreciation rights, and restricted stock awards. p.169
The maximum number of shares of common stock reserved for issuance under the 2026 Plan is 6,799,243 shares. p.169
The Executive Chair Reserve consists of 872,358 shares available solely for awards granted to Executive Chair Faheem Hasnain. p.169
The 2026 Plan establishes a general share reserve that increases by 5% annually, beginning on January 1, 2027. p.169
Non-employee directors may receive stock awards with a total value not exceeding $750,000 per year or $1,000,000 upon first appointment. p.169
ISOs may be granted only to employees, including officers, while non-statutory stock options may be granted to non-employees. p.169
The administrator has the authority to determine terms of awards, including recipients, exercise price, and vesting schedules. p.170
Dr. Daniel, Mr. Spaventa, and Ms. Peterson earned a $35,000 annual cash retainer in 2025, which increased to $40,000 for the first two and $60,000 for Mr. Hasnain starting January 1, 2026. p.175
Dr. Daniel, Mr. Spaventa, and Ms. Peterson are eligible for a $35,000 annual cash retainer in 2025, while Mr. Hasnain's retainer increased to $60,000 in 2026. p.175
Ms. Perettie is ineligible for any cash retainer or equity awards due to a separate agreement with Kite Pharma, a subsidiary of Gilead Sciences. p.176
Mr. Hasnain is ineligible for benefits under the non-employee director compensation policy while he remains employed as the Executive Chair. p.176
Mr. Hasnain's Executive Chair Agreement provides an initial annual salary of $300,000 with a target discretionary cash bonus equal to 55% of his base salary. p.176
Mr. Hasnain is eligible to receive restricted stock units with a deferred settlement feature so that shares are issued during the 2027 calendar year. p.176
Mr. Hasnain is eligible to receive Change in Control Awards if a change in control occurs within 90 days following his termination without 'cause' before the fourth anniversary of the offering. p.177
Mr. Hasnain is eligible to receive either previously ungranted equity awards or a portion of the proceeds from a change in control if the 200%, 600%, or 800% price goal threshold is attained within 90 days of termination. p.177
Dr. McDevitt, our Chief Executive Officer, is also a member of the board of directors. p.178
Dr. McDevitt received no additional compensation for his service as a director. p.178
Dr. McDevitt holds 173,972 shares of Series C convertible preferred stock. p.179
Dr. McDevitt holds 196,821 shares of common stock. p.181
Dr. McDevitt holds 561,646 shares of underlying common stock. p.181

Related-party transactions

Business done between the company and people or firms connected to its owners.

pp. 179–182

Key points (10)

The company sold 76,173,492 shares of Series C convertible preferred stock to investors in private placements for approximately $115.6 million. p.179
OrbiMed Private Investments VII, LP holds 5,011,393 shares of Series C convertible preferred stock. p.179
Gilead Sciences, Inc. holds 16,470,124 shares of Series C convertible preferred stock. p.179
Frazier Life Sciences X, L.P. holds 2,595,550 shares of Series C convertible preferred stock. p.179
Q Healthcare Holding LLC holds 13,176,099 shares of Series C convertible preferred stock. p.179
Andrew Spaventa holds 1,780,946 shares of Series C convertible preferred stock. p.179
Dr. Thomas Daniel holds 173,972 shares of Series C convertible preferred stock. p.179
Dr. Douglas Fisher holds 731,274 shares of Series C convertible preferred stock. p.179
Dr. Faheem Hasnain holds 70,352 shares of Series C convertible preferred stock. p.179
Dr. Damien McDevitt holds 731,274 shares of Series C convertible preferred stock. p.179

Promoters

The people or entities controlling the company, and what else they own.

pp. 183–186

Key points (8)

Entities affiliated with OrbiMed Private Investments VII, LP hold 13.1% of shares before offering and 8.9% after. p.184
Entities affiliated with Gilead Sciences, Inc. hold 8.4% of shares before offering and 5.7% after. p.184
Entities affiliated with Frazier Life Sciences X, L.P. hold 6.8% of shares before offering and 4.6% after. p.184
Entities affiliated with Q Healthcare Holding LLC hold 6.8% of shares before offering and 4.6% after. p.184
Entities affiliated with ARCH Venture Fund X, L.P. hold 12.3% of shares before offering and 8.3% after. p.184
Entities affiliated with Abu Dhabi Investment Authority hold 6.6% of shares before offering and 4.5% after. p.184
Entities affiliated with Medical Excellence Capital Partners, LP hold 5.5% of shares before offering and 3.7% after. p.184
Named Executive Officers and Directors collectively hold 21.2% of shares before offering and 14.5% after. p.184

Source documents

Every page reference on this site points into the filing as it appears on SEC EDGAR.

424B430 Oct 2026Open on EDGAR