Warrants

9 Months Ended

Sep. 30, 2025

Warrants And Rights Outstanding [Abstract]

In accordance with FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”), certain of the Company’s outstanding warrants are classified as liabilities and are recorded at fair value at the issuance date, with subsequent changes in the fair value recognized in the condensed consolidated statements of operations and comprehensive loss in each reporting period. Refer to Note 3 for changes in the fair value recognized during the periods reported.

As disclosed in Note 6, in March 2024, the Company entered into the March Subscription Agreement with GKCC, an entity controlled by a member of the Company’s board of directors. Each March 2024 Pre-Funded Warrant issued and sold in the March 2024 Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the March 2024 Pre-Funded Warrants.

Upon issuance, the March 2024 Pre-Funded Warrants were liability-classified, with a fair value of $6.6 million, as determined by the Black-Scholes option pricing model as of the grant date. The Company recorded the $0.6 million difference between the proceeds and grant date fair value as a loss on issuance of warrants in the statements of operations and comprehensive loss during the three months ended March 31, 2024 and nine months ended September 30, 2024. As of September 30, 2025, the March 2024 Pre-Funded Warrants were classified as equity due to the receipt of Stockholder Approval in November 2024, as discussed in Note 3.

As disclosed in Notes 3 and 6, in July 2024, the Company closed its Public Offering consisting of (i) the July 2024 Shares, (ii) the July 2024 Pre-Funded Warrants, and (iii) the July 2024 Common Warrants. Each July 2024 Pre-Funded Warrant issued and sold in the Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Pre-Funded Warrants. Each July 2024 Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July 2024 Common Warrants.

Upon issuance, the July 2024 Pre-Funded Warrants and July 2024 Common Warrants were liability-classified, with a fair value of $6.8 million and $6.5 million, respectively, measured using the Black-Scholes option pricing model as of the grant date. The Company recorded the $2.9 million difference between the proceeds and the grant date fair value as a loss on the issuance of warrants in the statements of operations and comprehensive loss during the third quarter of 2024. As of September 30, 2025, certain July 2024 Pre-Funded Warrants are classified as equity, following Stockholder Approval in November 2024. For the three and nine months ended September 30, 2025, the Company recognized a loss of $1.8 million and $3.2 million in fair value remeasurement, respectively.

Following receipt of Stockholder Approval in November 2024, the Company remeasured the March 2024 Pre-Funded Warrants and the July 2024 Pre-Funded Warrants, held by GKCC, at fair value and recognized the loss from change in fair value on the consolidated financial statements during the year ended December 31, 2024. As a result of obtaining Stockholder Approval, the March 2024 Pre-Funded Warrants and July 2024 Pre-Funded Warrants held by GKCC and its affiliates met the equity classification requirements under ASC 815. During the quarter ended December 31, 2024, the Company reclassified the July 2024 Common Warrants held by GKCC and its affiliates from liability to equity classification. The Company will re-assess the equity classification for the remaining March 2024 Pre-Funded Warrants and July 2024 Pre-Funded Warrants at each reporting period end. During the nine months ended September 30, 2025, there were no changes to the equity classification.

As disclosed in Note 6, in January 2025, the Company closed the January 2025 Offering pursuant to which the Company agreed to issue and sell: (i) the January 2025 Shares and (ii) the January 2025 Common Warrants. Each January 2025 Share and accompanying January 2025 Common Warrant were sold together at a combined offering price of $7.925. The January 2025 Common Warrants have an exercise price of $7.80 per share, are immediately exercisable and will expire five years from the initial exercise date. The fair value of the January 2025 Common Warrants, as determined by the Black-Scholes option pricing model, was $9.7 million on the closing date of the January 2025 Offering. The net proceeds were allocated using the relative fair value of the January 2025 Shares and January 2025 Common Warrants.

In June 2025, in connection with the June 2025 Promissory Note Financing, the Company issued to GKCC the June 2025 Warrant to purchase an aggregate of 103,225 shares of the Company’s common stock. The June 2025 Warrant has an exercise price of $7.75 per share, is immediately exercisable and expires five years from the date of issuance. The fair value of the June 2025 Warrant, as determined by the Black-Scholes option pricing model, was $0.6 million at the date of issuance. See Note 11 for further detail regarding the June 2025 Promissory Note Financing.

The following tables summarize information regarding the warrants outstanding and warrant activity at September 30, 2025:


Common Stock Warrants	Classification	Number of Warrants Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
Elicio Warrants	Equity-classified	144,814	$	53.59	3.7
Angion Warrants	Liability-classified	3,950	$	76.00	2.9
March 2024 Pre-Funded Warrants(1)	Equity-classified	1,032,702	$	0.01	Perpetual
July 2024 Pre-Funded Warrants(1)	Equity-classified	1,600,000	$	0.01	Perpetual
July 2024 Common Warrants	Liability-classified	2,041,500	$	5.00	3.8
January 2025 Common Warrants	Equity-classified	1,261,830	$	7.80	4.3
June 2025 Common Warrants	Equity-classified	103,225	$	7.75	4.7
Total Warrants Outstanding at September 30, 2025		6,188,021	4.69		4.0

(1) The March 2024 Pre-Funded Warrants and July 2024 Pre-Funded Warrants outstanding as of September 30, 2025 have a perpetual term and are therefore excluded from the calculation of the weighted-average remaining contractual life.


	Warrants	Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding at December 31, 2024	5,081,466	$	3.85	4.5
Issued	1,365,055	7.80
Exercised	(258,500)	5.00

Outstanding at September 30, 2025	6,188,021	$	4.69	4.0