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What changed in Aardvark Therapeutics, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Aardvark Therapeutics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+342 added−378 removedSource: 10-K (2026-03-23) vs 10-K (2025-03-31)

Top changes in Aardvark Therapeutics, Inc.'s 2025 10-K

342 paragraphs added · 378 removed · 247 edited across 3 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Biggest changeThis does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. 99 Our Cybersecurity Framework is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
The Audit Committee oversees management’s implementation of our cybersecurity risk management strategy. The Audit Committee receives periodic reports from management, including our IT Governance Team, on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Audit Committee receives periodic reports from management, including our IT Governance Team, on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
For more information, see Part I, Item 1A, “Risk Factors—Risks Related to the Operation of Our Business—Significant disruptions of our information technology systems or data security incidents could result in significant financial, legal, regulatory, business and reputational harm to us” of this Annual Report. 97 (b) Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
For more information, see Part I, Item 1A, “Risk Factors—Risks Related to the Operation of Our Business—Significant disruptions of our information technology systems or data security incidents could result in significant financial, legal, regulatory, business and reputational harm to us ” of this Annual Report.
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Our Cybersecurity Framework is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
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(b) Cybersecurity Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management strategy.
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Our IT Governance Team is comprised of senior Aardvark leadership, including our Chief Financial Officer, Vice President, Head of Product Management and Strategy and Vice President, Quality, as well as third party advisors. Our IT Governance Team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
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Our cybersecurity risk management and strategy processes are overseen by our IT Governance Team, which includes senior leadership across Finance, Project Management and Information Technology, Regulatory and Quality, and Legal, supported by external technical advisors.
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The experience of our IT Governance Team encompasses leadership, development, and support of cybersecurity strategies, along with the implementation of policies and procedures.
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The IT Governance Team is responsible for assessing and managing cybersecurity risks, overseeing the implementation of our information security policies and procedures, and supervising the prevention, detection, mitigation, and remediation of cybersecurity incidents in accordance with our IT governance framework.
Removed
Our IT Governance Team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Added
Our Senior Vice President of Program Management and Head of Information Technology has over 25 years of experience leading technology‑enabled programs and cross‑functional teams in biotechnology and other regulated environments. He provides executive oversight of our enterprise information systems and IT governance activities, integrating cybersecurity considerations into broader operational risk management, compliance, and business continuity processes.
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Our Chief Financial Officer and Chief Operating Officer has over 20 years of experience in financial management, business operations, and corporate strategy, with extensive experience overseeing internal controls and enterprise governance.
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As part of our enterprise risk management framework, our Chief Financial Officer and Chief Operating Officer provides executive oversight of the cybersecurity risk management program, including supervision of third‑party service providers, escalation of cybersecurity matters to executive management, and reporting, as appropriate, to the Audit Committee.
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To support execution of its cybersecurity program, we engage an outsourced managed service provider (the MSP) to provide day‑to‑day operational support for our information technology environment.
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The MSP operates under the direction of our management and supports the implementation of cybersecurity policies, controls, and incident response procedures, including ongoing monitoring, detection, remediation, and recovery activities consistent with our established cybersecurity framework.
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The MSP’s personnel includes experienced information technology and cybersecurity professionals with relevant industry certifications and experience in enterprise systems administration, security operations, and business continuity support. 100 We maintain formal information security policies, an incident response plan, and a designated incident response team, which are overseen by the IT Governance Team.
Added
Cybersecurity incidents are escalated through management in accordance with these procedures and, where appropriate, reported to the Audit Committee for matters involving material cybersecurity risk.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeStock Performance Graph We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide a performance graph. Recent Sales of Unregistered Securities.
Biggest changeStock Performance Graph We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide a performance graph. Recent Sales of Unregistered Securities. None. Use of Proceeds On February 12, 2025, our registration statement on Form S-1 (File No. 333-284440) was declared effective by the SEC for our IPO.
LLC, BofA Securities, Inc., Cantor Fitzgerald & Co. and RBC Capital Markets, LLC acted as joint book-running managers of our initial public offering, which has now terminated. After deducting underwriting discounts, commissions and offering costs paid by us totaling $10.4 million, the net proceeds from the offering were approximately $87.5 million.
LLC, BofA Securities, Inc., Cantor Fitzgerald & Co. and RBC Capital Markets, LLC acted as joint book-running managers of our IPO, which has now terminated. After deducting underwriting discounts, commissions and offering costs paid by us totaling $10.4 million, the net proceeds from the offering were approximately $87.5 million.
Prior to February 13, 2025, there was no public market for our common stock. Holders of Record As of March 20, 2025, there were approximately 83 stockholders of record of our common stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
Prior to February 13, 2025, there was no public market for our common stock. Holders of Record As of February 28, 2026, there were approximately 26 stockholders of record of our common stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
Item 4. Mine Safety Disclosures. Not applicable. 98 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock began trading on the Nasdaq Global Select Market on February 13, 2025 and trades under the symbol “AARD”.
Item 4. Mine Safety Disclosures. Not applicable. 101 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock has traded on the Nasdaq Global Select Market since February 13, 2025 under the symbol “AARD”.
Removed
During the year ended December 31, 2024, we issued and sold the following unregistered securities: (1) Between January 1, 2024 and December 31, 2024, we granted stock options under our 2017 Equity Incentive Plan to purchase up to an aggregate of 876,121 shares of our common stock to our directors, employees and consultants, at exercise prices per share ranging from $4.24 to $7.04.
Added
As of December 31, 2025, we estimate that we have used approximately $46.5 million of the proceeds from our IPO for general corporate purposes, including to fund the clinical development of ARD-101 and our other clinical and preclinical activities, as well as operating expenses.
Removed
Options to purchase a total of 126,414 of these shares were exercised from January 1, 2024 through March 3, 2025.
Removed
The offers, sales and issuances of the securities described in paragraph (1) above were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701.
Removed
The recipients of such securities were our employees, directors or bona fide consultants and received the securities under our 2011 Equity Incentive Plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about our company.
Removed
(2) In May 2024, we entered into a Series C Preferred Stock Purchase Agreement, pursuant to which we issued and sold an aggregate of 48,030,730 shares of Series C convertible preferred stock at a purchase price of $1.7697 per share, for aggregate consideration of approximately $85.0 million. No underwriters were involved in the foregoing issuances of securities.
Removed
These securities described in this section (2) were issued to investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.
Removed
All holders of securities described above represented to us in connection with their purchase or issuance that they were accredited investors and were acquiring the securities for their own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment and could hold the securities for an indefinite period of time.
Removed
The holders received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration.
Removed
The shares of Series C convertible preferred stock were convertible into an equal number of shares of common stock, at the option of the holder, subject to certain anti-dilution adjustments.
Removed
Each share of Series C convertible preferred stock was to be automatically converted into common stock (i) upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of common stock for the account of the Company in which the aggregate gross proceeds to the Company are not less than $50.0 million or (ii) at any time upon the written consent of a majority of the holders of the outstanding shares of Preferred Stock; provided that, in the case of Series C 99 convertible preferred stock, no automatic conversion could occur without the written request for such conversion from the holders of at least a majority of the then-outstanding shares of Series C convertible preferred stock unless such conversion was being made pursuant to clause (i) above and immediately prior to the closing of the sale of shares of common stock to the public, the common stock had a price of at least $22.49 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock).
Removed
As a result of the Reverse Stock Split effected on February 5, 2025, the conversion price for the Series C convertible preferred stock increased to $14.9964. All shares of the Series C Preferred Stock automatically converted into shares of our common stock immediately prior to the completion of our initial public offering in accordance with our Certificate of Incorporation.
Removed
On February 14, 2025, immediately prior to the closing of our IPO, all of our outstanding shares of convertible preferred stock automatically converted into 11,439,841 shares of our common stock.
Removed
The issuance of such common stock upon conversion of the convertible preferred stock was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Removed
Use of Proceeds On February 12, 2025, our registration statement on Form S-1 (File No. 333-284440) was declared effective by the SEC for our IPO.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeCONSOLIDATED STATEM ENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (in thousands, except share data) Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, December 31, 2022 48,910,723 $ 43,904 3,953,042 $ — $ 2,608 $ (30,531 ) $ (27,923 ) Vesting of restricted common stock — — 13,334 — 16 — 16 Stock-based compensation expense — — — — 313 — 313 Net loss — — — — — (7,208 ) (7,208 ) Balance, December 31, 2023 48,910,723 43,904 3,966,376 — 2,937 (37,739 ) (34,802 ) Issuance of Series C convertible preferred stock for cash, net of issuance cost of $2,148 48,030,730 82,852 — — — — — Exercise of common stock options — — 96,786 — 300 — 300 Vesting of restricted common stock — — 3,807 — 8 — 8 Stock-based compensation expense — — — — 439 — 439 Net loss — — — — — (20,588 ) (20,588 ) Balance, December 31, 2024 96,941,453 $ 126,756 4,066,969 $ — $ 3,684 $ (58,327 ) $ (54,643 ) See accompanying notes to consolidated financial statements.
Biggest changeCONSOLIDATED STATEM ENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share data) Convertible Preferred Stock Common Stock Additional Paid-In Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Income (Loss) Deficit Equity (Deficit) Balance, December 31, 2023 48,910,723 $ 43,904 3,966,376 $ — $ 2,937 $ — $ ( 37,739 ) $ ( 34,802 ) Issuance of Series C convertible preferred stock for cash, net of issuance cost of $ 2,148 48,030,730 82,852 — — — — — — Exercise of common stock options — — 96,786 — 300 — — 300 Vesting of restricted common stock — — 3,807 — 8 — — 8 Stock-based compensation expense — — — — 439 — — 439 Net loss — — — — — — ( 20,588 ) ( 20,588 ) Balance, December 31, 2024 96,941,453 126,756 4,066,969 — 3,684 — ( 58,327 ) ( 54,643 ) Issuance of common stock in initial public offering, net of discounts and issuance costs of $ 10.4 million — — 6,120,661 — 87,495 — — 87,495 Conversion of convertible preferred stock into common stock upon initial public offering ( 96,941,453 ) ( 126,756 ) 11,439,838 — 126,756 — — 126,756 Exercise of common stock options — — 146,926 — 355 — — 355 Vesting of restricted common stock — — 11,367 — 37 — — 37 Issuance of common stock under employee stock purchase plan — — 29,592 — 195 — — 195 Stock-based compensation expense — — — — 3,948 — — 3,948 Unrealized gain on short-term investments — — — — — 81 — 81 Net loss — — — — — — ( 57,591 ) ( 57,591 ) Balance, December 31, 2025 — $ — 21,815,353 $ — $ 222,470 $ 81 $ ( 115,918 ) $ 106,633 See accompanying notes to consolidated financial statements.
From inception and up to the date of our IPO in February 2025, we had raised a total of $129.1 million in gross proceeds to fund our operations from the sale and issuance of shares of our convertible preferred stock.
From inception and up to the date of our IPO in February 2025, we had raised a total of $129.1 million in gross proceeds to fund our operations from the sale and issuance of shares of our convertible preferred stock.
However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.
However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all.
After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. In the event a financing is terminated, the deferred financing costs will be expensed as a charge to operating expenses in the consolidated statements of operations and comprehensive loss.
After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. In the event a financing is terminated, the deferred financing costs will be expensed as a charge to operating expenses in the consolidated statements of operations and comprehensive loss.
Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer.
Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker ("CODM"), or decision-making group, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer .
Our future capital requirements are difficult to predict and depend on many factors, including but not limited to: • the initiation, type, number, scope, progress, expansions, results, costs, and timing of clinical trials and preclinical studies of our current and future product candidates, including the costs of any third-party products used as combination agents in our combination clinical trials; • the costs and timing of manufacturing for our product candidates, including commercial manufacture at sufficient scale, if any product candidate is approved; • the costs, timing, and outcome of regulatory meetings and reviews of our product candidates; • the costs of obtaining, maintaining, enforcing, and protecting our patents and other intellectual property and proprietary rights; • our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal control over financial reporting; • the costs associated with hiring additional personnel and consultants as our clinical and preclinical activities increase; • the timing and payment of milestone, royalty or other payments we must make pursuant to our existing and potential future license or collaboration agreements with third parties; • the costs and timing of establishing or securing sales and marketing capabilities if any product candidates is approved; • our ability to achieve sufficient market acceptance, coverage, and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products; • patients’ willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors; • the terms and timing of establishing and maintaining collaborations, licenses, and other similar arrangements; • costs associated with any products or technologies that we may in-license or acquire; and • the effects of competing technological and market developments as well as disruptions to and volatility in the credit and financial markets.
Our future capital requirements are difficult to predict and depend on many factors, including but not limited to: • the initiation, type, number, scope, progress, expansions, results, costs, and timing of clinical trials and preclinical studies of our current and future product candidates, including the costs of any third-party products used as combination agents in our combination clinical trials; • the costs and timing of manufacturing for our product candidates, including commercial manufacture at sufficient scale, if any product candidate is approved; • the costs, timing, and outcome of regulatory meetings and reviews of our product candidates; • the costs of obtaining, maintaining, enforcing, and protecting our patents and other intellectual property and proprietary rights; • our efforts to enhance operational systems and hire additional personnel to satisfy our obligations as a public company, including enhanced internal control over financial reporting; • the costs associated with hiring additional personnel and consultants as our clinical and preclinical activities increase; • the timing and payment of milestone, royalty or other payments we must make pursuant to our existing and potential future license or collaboration agreements with third parties; • the costs and timing of establishing or securing sales and marketing capabilities if any product candidates is approved; 110 • our ability to achieve sufficient market acceptance, coverage, and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products; • patients’ willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors; • the terms and timing of establishing and maintaining collaborations, licenses, and other similar arrangements; • costs associated with any products or technologies that we may in-license or acquire; and • the effects of competing technological and market developments as well as disruptions to and volatility in the credit and financial markets.
The Severance Plan also provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause” (and other than due to death or disability) or (ii) a resignation by an eligible participant for “good reason,” in each case within the change in control period, the eligible participant will be entitled to receive, subject to, among other things, the 124 execution, delivery and effectiveness of a customary release of claims in our favor, (a) continued base salary for a period of 12 months at the rate in effect on the date of such participant’s termination, (b) an additional cash lump sum payment equal to the participant’s target annual bonus for the year of termination, (c) reimbursement of premiums for the eligible participant’s continued coverage under our health insurance plans for up to 12 months, and (d) accelerated vesting of outstanding and unvested equity awards held by such participant (with performance-based awards vesting at the higher of target (100%) level of performance or actual achievement measured as of the date of the change in control).
The Severance Plan also provides that upon (i) a termination of an eligible participant’s employment with us that is effected by us without “cause” (and other than due to death or disability) or (ii) a resignation by an eligible participant for “good reason,” in each case within the change in control period, the eligible participant will be entitled to receive, subject to, among other things, the execution, delivery and effectiveness of a customary release of claims in our favor, (a) continued base salary for a period of 12 months at the rate in effect on the date of such participant’s termination, (b) an additional cash lump sum payment equal to the participant’s target annual bonus for the year of termination, (c) reimbursement of premiums for the eligible participant’s continued coverage under our health insurance plans for up to 12 months, and (d) accelerated vesting of outstanding and unvested equity awards held by such participant (with performance-based awards vesting at the higher of target (100%) level of performance or actual achievement measured as of the date of the change in control).
Our future R&D expenses may vary significantly based on a wide variety of factors such as: • the number and scope, rate of progress, expense and results of our discovery and preclinical activities and clinical trials; • per patient trial costs; • the number of trials required for approval; • the number of sites included in the trials; • the countries in which the trials are conducted; • the length of time required to enroll eligible patients; • the number of patients that participate in the trials; • the number of doses that patients receive; • the drop-out or discontinuation rates of patients; • the potential additional safety monitoring requested by regulatory agencies; • the duration of patient participation in the trials and follow-up; • the cost and timing of manufacturing our product candidates; • the phase of development of our product candidates; • the extent of changes in government regulation and regulatory guidance; • the efficacy and safety profile of our product candidates; • the timing, receipt, and terms of any approvals from applicable regulatory authorities; and • the extent to which we establish collaboration, license, or other arrangements.
Our future R&D expenses may vary significantly based on a wide variety of factors such as: • the number and scope, rate of progress, expense and results of our discovery and preclinical activities and clinical trials; • per patient trial costs; 107 • the number of trials required for approval; • the number of sites included in the trials; • the countries in which the trials are conducted; • the length of time required to enroll eligible patients; • the number of patients that participate in the trials; • the number of doses that patients receive; • the drop-out or discontinuation rates of patients; • the potential additional safety monitoring requested by regulatory agencies; • the duration of patient participation in the trials and follow-up; • the cost and timing of manufacturing our product candidates; • the phase of development of our product candidates; • the extent of changes in government regulation and regulatory guidance; • the efficacy and safety profile of our product candidates; • the timing, receipt, and terms of any approvals from applicable regulatory authorities; and • the extent to which we establish collaboration, license, or other arrangements.
In addition, on the date of each annual meeting of our stockholders following the completion of our IPO, each non-employee director, other than a non-employee director receiving an Initial Grant at such annual meeting, who will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted an option (Full Annual Grant) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) 127 $250,000, divided by (ii) the per share grant date fair value of the option award.
In addition, on the date of each annual meeting of our stockholders following the completion of our IPO, each non-employee director, other than a non-employee director receiving an Initial Grant at such annual meeting, who will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted an option (Full Annual Grant) under the 2025 Plan to purchase that number of shares of our common stock equal to (i) $250,000, divided by (ii) the per share grant date fair value of the option award.
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 risks and uncertainties, and actual results could vary materially. We have 106 based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect.
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 risks and uncertainties, and actual results could vary materially. We have based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect.
Baynes held positions of increasing responsibility at Amgen Inc., a biotechnology company, including Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology. Before joining Amgen Inc., Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer 115 Center, at Wayne State University. Dr.
Baynes held positions of increasing responsibility at Amgen Inc., a biotechnology company, including Vice President of Global Clinical Development and Therapeutic Area Head for Hematology/Oncology. Before joining Amgen Inc., Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr.
Previously, from September 2018 to December 2022, he served on the Board of Directors of Atara Biotherapeutics, Inc., a T-cell immunotherapy company. Dr. Baynes received his medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa, and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. We believe Dr.
Previously, from September 2018 to December 2022, he served on the Board of Directors of Atara Biotherapeutics, Inc., a T-cell immunotherapy company. Dr. Baynes received his 115 medical degree and doctorate in philosophy from the University of the Witwatersrand in South Africa, and completed his medical training in the Department of Hematology and Oncology at Johannesburg Hospital. We believe Dr.
Vickers Pte has two shareholders that each control the voting and disposition of an allocable portion of its securities, one of which is Vickers Venture Global Deep-tech Fund II (CI) L.P., which is managed by its general partner Vickers Venture Partners VI (CI) Ltd. which is in turn managed by its directors, being Dr. Tan and Mr. Ho.
Vickers Pte has two shareholders that each control the voting and disposition of an allocable portion of its 129 securities, one of which is Vickers Venture Global Deep-tech Fund II (CI) L.P., which is managed by its general partner Vickers Venture Partners VI (CI) Ltd. which is in turn managed by its directors, being Dr. Tan and Mr. Ho.
We are 102 working with our current manufacturers to ensure that we will be able to scale up our manufacturing capabilities to support our clinical plans. In addition, we rely on third parties to package, label, store, and distribute ARD-101, and we intend to rely on third parties for our commercial products if marketing approval is obtained.
We are working with our current manufacturers to ensure that we will be able to scale up our manufacturing capabilities to support our clinical plans. In addition, we rely on third parties to package, label, store, and distribute ARD-101, and we intend to rely on third parties for our commercial products if marketing approval is obtained.
Vickers Co-investment is managed by Vickers Venture Partners (S) Pte. Ltd. which is in turn managed by its two directors, one of which is Dr. Tan. Each of Dr. Tan and Mr. Ho disclaims beneficial ownership of the securities held by such entities, 130 except to the extent of his respective proportionate pecuniary interest therein. Dr.
Vickers Co-investment is managed by Vickers Venture Partners (S) Pte. Ltd. which is in turn managed by its two directors, one of which is Dr. Tan. Each of Dr. Tan and Mr. Ho disclaims beneficial ownership of the securities held by such entities, except to the extent of his respective proportionate pecuniary interest therein. Dr.
However, we have contracted with and may continue to contract with non-U.S. vendors who we may pay in local currency. To date, the impact of foreign currency costs on our operations have been negligible for all periods presented and we have not had a formal hedging program with respect to foreign currency.
However, we have contracted with and may continue to contract with non-U.S. vendors who we may pay in local currency. To date, the impact of foreign currency costs on our operations has been negligible for all periods presented and we have not had a formal hedging program with respect to foreign currency.
As of December 31, 2024, we invoiced approximately $1.4 million to Aardwolf pursuant to the services provided by us under the Transition Services Agreement. As of December 31, 2024, all of such invoiced amount has been deemed uncollectible and has been written-off, and we will reassess the estimated recovery thereof in future periods.
As of December 31, 2024, we invoiced approximately $1.4 million to Aardwolf pursuant to the services provided by us under the Transition Services Agreement. As of December 31, 2025, all of such invoiced amount has been deemed uncollectible and has been written-off, and we will reassess the estimated recovery thereof in future periods.
The assets spun off relate primarily to the data, ideas, patents and results relating to two of our product candidates, WOLF-201 and WOLF-301. Tien-Li Lee, M.D., our Chief Executive Officer, also serves as the President and Secretary of Aardwolf. Nelson Sun, our Chief Financial Officer, also serves as the Chief Financial Officer and Treasurer of Aardwolf.
The assets spun off relate primarily to the data, ideas, patents and results relating to two of our product candidates, WOLF-201 and WOLF-301. Tien-Li Lee, M.D., our Chief Executive Officer, also serves as the President and Secretary of Aardwolf. Nelson Sun, our Chief Financial Officer and Chief Operating Officer, also serves as the Chief Financial Officer and Treasurer of Aardwolf.
The following is a summary of transactions since January 1, 2023 and any currently proposed transactions to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of each of December 31, 2023 and 2024, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described in Part III, Item 11, “Executive Compensation”, of this Annual Report.
The following is a summary of transactions since January 1, 2024 and any currently proposed transactions to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of each of December 31, 2024 and 2025, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described in Part III, Item 11, “Executive Compensation”, of this Annual Report.
We will need to raise substantial additional capital in the 104 future. In addition, we cannot forecast which product candidate may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
We will need to raise substantial additional capital in the future. In addition, we cannot forecast which product candidate may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
For more information regarding the options granted to our executive officers and directors, see Part III, Item 11, “Executive Compensation—Non-Employee Director Compensation”, of this Annual Report. Indemnification Agreements We have entered into indemnification agreements with certain of our current directors and executive officers.
For more information regarding the options granted to our executive officers and directors, see Part III, Item 11, “Executive Compensation—Non-Employee Director Compensation”, of this Annual Report. 133 Indemnification Agreements We have entered into indemnification agreements with certain of our current directors and executive officers.
The Voting Agreement terminated upon the completion of our IPO, and currently no stockholders have any special rights regarding the election or designation of the members of our board of directors. The number of directors is fixed by our board of directors, subject to the terms 116 of our Certificate of Incorporation and Bylaws.
The Voting Agreement terminated upon the completion of our IPO, and currently no stockholders have any special rights regarding the election or designation of the members of our board of directors. The number of directors is fixed by our board of directors, subject to the terms of our Certificate of Incorporation and Bylaws.
Graf currently serves on the boards of directors and as the chair of the audit committee of each of CG Oncology, Inc. (Nasdaq: CGON), a late-stage clinical biopharmaceutical company, and Kaléo, Inc., a privately held pharmaceutical company. She also currently serves on the compensation committee of Kaléo, Inc.
Graf currently serves on the boards of directors and as the chair of the audit committee of each of CG Oncology, Inc. (Nasdaq: CGON), a late-stage clinical biopharmaceutical company, and Kaléo, Inc., a privately held pharmaceutical company. She also currently serves on the compensation committee of Kaléo, Inc.
At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following their election.
At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then 116 expire will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following their election.
Such management rights letter terminated by its terms in connection with the completion of our IPO. 134 Employment Arrangements We have entered into employment agreements and offer letters with certain of our executive officers.
Such management rights letter terminated by its terms in connection with the completion of our IPO. Employment Arrangements We have entered into employment agreements and offer letters with certain of our executive officers.
Pursuant to the Director Compensation Program, our non-employee directors will receive cash compensation, paid quarterly in arrears, as follows: • each non-employee director will receive a cash retainer in the amount of $40,000 per year; • the independent Chairperson of our board of directors or Lead Independent Director, as applicable, will receive an additional cash retainer of $30,000 per year; • the Chairperson of the Audit Committee will receive a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee; • each non-Chairperson member of the Audit Committee will receive a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee; • the Chairperson of the Compensation Committee will receive a cash retainer in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee; • each non-Chairperson member of the Compensation Committee will receive a cash retainer in the amount of $6,000 per year for such member’s service on the Compensation Committee; • the Chairperson of the Nominating and Corporate Governance Committee will receive a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee; and • each non-Chairperson member of the Nominating and Corporate Governance Committee will receive a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.
Pursuant to the Director Compensation Program, our non-employee directors receive cash compensation, paid quarterly in arrears, as follows: • each non-employee director receives a cash retainer in the amount of $40,000 per year; • the independent Chairperson of our board of directors or Lead Independent Director, as applicable, receives an additional cash retainer of $30,000 per year; • the Chairperson of the Audit Committee receives a cash retainer in the amount of $20,000 per year for such Chairperson’s service on the Audit Committee; • each non-Chairperson member of the Audit Committee receives a cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee; • the Chairperson of the Compensation Committee receives a cash retainer in the amount of $12,000 per year for such Chairperson’s service on the Compensation Committee; • each non-Chairperson member of the Compensation Committee receives a cash retainer in the amount of $6,000 per year for such member’s service on the Compensation Committee; • the Chairperson of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $10,000 per year for such Chairperson’s service on the Nominating and Corporate Governance Committee; and • each non-Chairperson member of the Nominating and Corporate Governance Committee receives a cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.
As Aardwolf currently does not have the ability to repay the related party receivables, these amounts are deemed uncollectible and have been written off until such time as Aardwolf has the ability to repay.
As Aardwolf currently does not have the ability to repay the related party receivables, these amounts are deemed 108 uncollectible and have been written off until such time as Aardwolf has the ability to repay.
Liquidity As of December 31, 2024, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, discovering ARD-101, establishing and maintaining its intellectual property portfolio, conducting research, preclinical studies and clinical trials, manufacturing of ARD-101 and related raw materials, and providing general and administrative support for these operations.
Liquidity As of December 31, 2025, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital, discovering ARD-101, establishing and maintaining its intellectual property portfolio, conducting research, preclinical studies and clinical trials, manufacturing of ARD-101 and related raw materials, and providing general and administrative support for these operations.
Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates.
Our primary exposure to 113 market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates.
F- 18 Pursuant to Internal Revenue Code of 1986, as amended (“IRC”), Sections 382 and 383, annual use of the Company’s federal and state net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period.
Pursuant to Internal Revenue Code of 1986, as amended (“IRC”), Sections 382 and 383, annual use of the Company’s federal and state net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50 % occurs within a three-year period.
As of December 31, 2024, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales. For additional information regarding this agreement, including our payment obligations thereunder, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report.
As of December 31, 2025, we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales. For additional information regarding this agreement, including our payment obligations thereunder, see Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report.
Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breech of such agreements or from intellectual property infringement claims made by third parties.
Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties.
As the Company does not currently generate revenue, the CODM assesses Company performance through the achievement of pre-clinical and clinical research goals. In addition to the Company’s consolidated statement of operations and comprehensive loss, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.
As the Company does not currently generate revenue, the CODM assesses Company performance through the achievement of pre-clinical and clinical research goals. In addition to the Company’s consolidated statements of operations and comprehensive loss, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation.
Our Chief Financial Officer is required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval. 136 PART IV It em 15. Exhibits, Financial Statement Schedules. (a) Documents filed as part of this report. 1.
Our Chief Financial Officer is required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval. 135 PART IV It em 15. Exhibits, Financial Statement Schedules. (a) Documents filed as part of this report. 1.
(incorporated by reference to Exhibit 10.10 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.11 Amended and Restated Investors’ Rights Agreement, dated May 1, 2024 (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.12+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.13+ Aardvark Therapeutics, Inc.
(incorporated by reference to Exhibit 10.10 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.13 Amended and Restated Investors’ Rights Agreement, dated May 1, 2024 (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.14+ Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.12 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.15+ Aardvark Therapeutics, Inc.
The actual probability of success for ARD-101 or any future product candidates may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our product candidates. Preclinical and clinical development timelines, the probability of success, and total development costs can differ materially from expectations.
The actual probability of success for ARD-101 or any other current or future product candidates may be affected by a variety of factors. We may never succeed in achieving regulatory approval for any of our product candidates. Preclinical and clinical development timelines, the probability of success, and total development costs can differ materially from expectations.
Page Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; San Diego, California; (PCAOB ID # 243) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F- 4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the years ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 6 Notes to Consolidated Financial Statements F- 7 F- 1 Report of Indepe ndent Registered Public Accounting Firm Stockholders and Board of Directors Aardvark Therapeutics, Inc.
Page Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; San Diego, California; (PCAOB ID # 243 ) F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F- 4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F- 6 Notes to Consolidated Financial Statements F- 7 F- 1 Report of Indepe ndent Registered Public Accounting Firm Stockholders and Board of Directors Aardvark Therapeutics, Inc.
Name of Beneficial Owner Number of Shares Beneficially Owned Percent of Shares Beneficially Owned (%) 5% or Greater Stockholders: Entities affiliated with Decheng Capital Global Life Sciences Fund IV, L.P (1) 3,917,299 18.1 % Vickers Venture Fund VI Pte. Ltd. (2) 2,050,902 9.5 % Dr.
Name of Beneficial Owner Number of Shares Beneficially Owned Percent of Shares Beneficially Owned (%) 5% or Greater Stockholders: Entities affiliated with Decheng Capital Global Life Sciences Fund IV, L.P (1) 3,917,299 18.0 % Vickers Venture Fund VI Pte. Ltd. (2) 2,050,902 9.4 % Dr.
The following table sets forth information with respect to the beneficial ownership of our common stock as of February 28, 2025, by: • each of our named executive officers; • each of our directors; • all of our executive officers and directors as a group; and • each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock.
The following table sets forth information with respect to the beneficial ownership of our common stock as of February 28, 2026, by: • each of our named executive officers; • each of our directors; • all of our executive officers and directors as a group; and • each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated 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 accounting principles generally accepted in the United States of America.
Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods. Accordingly, for the years ended December 31, 2024 and 2023, there is no difference in the number of shares used to calculate basic and diluted shares outstanding.
Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods. Accordingly, for the years ended December 31, 2025 and 2024, there is no difference in the number of shares used to calculate basic and diluted shares outstanding.
The Company has no accruals for interest or penalties in the accompanying consolidated balance sheet as of December 31, 2024 or 2023 and has not recognized interest or penalties in the accompanying consolidated statements of operations and comprehensive loss for the years then ended. The Company is subject to taxation in the United States and various state jurisdictions.
The Company has no accruals for interest or penalties in the accompanying consolidated balance sheet as of December 31, 2025 or 2024 and has not recognized interest or penalties in the accompanying consolidated statements of operations and comprehensive loss for the years then ended. The Company is subject to taxation in the United States and various state jurisdictions.
No product revenue has been generated since inception and all assets are held in the United States. The Company views its operations and manages its business as one operating segment, focused on the discovery and development of novel therapies for the treatment of metabolic diseases.
No product revenue has been generated since inception and all assets are held in the United States. F- 19 The Company views its operations and manages its business as one operating segment, focused on the discovery and development of novel therapies for the treatment of metabolic diseases.
Chi also sits on an advisory panel of the Monetary Authority of Singapore and previously sat on the board of SEEDS Capital (the investment arm of Enterprise Singapore) as well as on the advisory panels ETLP (the commercialization arm of A*Star) and the National University of Singapore Department of Industrial Systems Engineering and Management. Based out of Shanghai, Dr.
Chi also sits on an advisory panel of the Monetary Authority of Singapore and previously sat on the board of SEEDS Capital (the investment arm of Enterprise Singapore) as well as on the advisory panels ETPL (the commercialization arm of A*Star) and the National University of Singapore Department of Industrial Systems Engineering and Management. Based out of Shanghai, Dr.
Our directors will be divided among the three classes as follows: • the Class I directors are Victor Tong, Jr. and Jeffery Chi, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; • the Class II director is Susan E.
Our directors will be divided among the three classes as follows: • the Class I directors are Victor Tong, Jr. and Jeffrey Chi, Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2026; • the Class II director is Susan E.
Cash equivalents is comprised of money market mutual funds and short-term debt obligations of the U. S. Treasury. Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and related party accounts and convertible promissory note receivable (Note 12).
Cash equivalents are comprised of money market mutual funds and short-term debt obligations of the U. S. Treasury. Concentration of Credit Risk Financial instruments which potentially subject the Company to significant concentration of credit risk consist of cash and cash equivalents and related party accounts and convertible promissory note receivable (Note 12).
In addition, in connection with the completion of the Company’s IPO on February 14, 2025, all outstanding shares of convertible preferred stock were converted into 11,439,841 shares of the Company’s common stock and the Company’s certificate of incorporation was amended and restated to authorize 490,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.
In addition, in connection with the completion of the IPO on February 14, 2025, all outstanding shares of convertible preferred stock were converted into 11,439,838 shares of the Company’s common stock and the Company’s certificate of incorporation was amended and restated to authorize 490,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.
Since our inception and through December 31, 2024, substantially all of our external costs have been related to the research and development of ARD-101. Although R&D activities are central to our business model, the successful development of ARD-101 and our other product candidates is highly uncertain.
Since our inception and through December 31, 2025, substantially all of our external costs have been related to the research and development of ARD-101. Although R&D activities are central to our business model, the successful development of ARD-101 and our other product candidates is highly uncertain.
At each balance sheet date, the Company reviews its available-for-sale debt securities that are in an unrealized loss position to determine whether the unrealized loss or any potential credit losses should be recognized in the consolidated statements of operations.
At each balance sheet date, the Company reviews its available-for-sale debt securities that are in an unrealized loss position to determine whether the unrealized loss or any potential credit losses should be recognized in the consolidated statements of operations and comprehensive loss.
Historically, there have been no material differences between the Company’s estimates and the amounts actually incurred. F- 9 Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Historically, there have been no material differences between the Company’s estimates and the amounts actually incurred. Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Item 6. [R eserved] 100 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report.
Item 6. [R eserved] 102 It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report.
Tong, a member of our board of directors, is an affiliate of Decheng Capital Global Life Sciences Fund IV, L.P. (3) Comprised solely of shares purchased by Vickers Venture Co-investment LLC, an affiliate of Vickers Venture Fund VI Pte. Ltd. Dr. Chi, a member of our board of directors, is an affiliate of Vickers Venture Fund VI Pte. Ltd.
Tong, a member of our board of directors, is an affiliate of Decheng Capital Global Life Sciences Fund IV, L.P. (3) Comprised solely of shares purchased by Vickers Venture Co-investment LLC, an affiliate of Vickers Venture Fund VI Pte. Ltd. Dr. Chi, a member of our board of directors, was formerly an affiliate of Vickers Venture Fund VI Pte. Ltd.
We have focused our efforts on developing selective compounds, targeting Bitter Taste Receptors (TAS2Rs) for hunger-associated conditions. Our initial compounds target TAS2Rs expressed in the gut lumen, which normally respond to the nutrients in food and participate in the gut-brain axis.
We have focused our efforts on developing selective compounds, targeting Bitter Taste Receptors (TAS2Rs) for hunger-associated conditions. Our initial compounds target TAS2Rs expressed in the gut lumen, which normally respond to the chemicals in food and participate in the gut-brain axis.
Remediation Plan for the Material Weakness To remediate the deficiencies described above and prevent similar deficiencies in the future, in late 2024, we began to take steps to address the material weakness through our remediation plan, which includes the hiring of additional experienced accounting and financial reporting personnel, formalizing the design and implementation of internal controls over the financial reporting process, including general controls over information systems, and implementing a new enterprise resource planning system.
To remediate the deficiencies described above and prevent similar deficiencies in the future, in late 2024, we began to take steps to address the material weakness through our remediation plan, which included the hiring of additional experienced accounting and financial reporting personnel, formalizing the design and implementation of internal controls over the financial reporting process, including general controls over information systems, and implementing a new enterprise resource planning system.
During the fiscal year ended December 31, 2024, each director attended at least 75% of the aggregate of all meetings of our board of directors, and each director attended at least 75% of meetings of the committees on which such director served during the period in which he or she served as a director.
During the fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of all meetings of our board of directors, and each director attended at least 75% of meetings of the committees on which such director served during the period in which he or she served as a director.
We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of ARD-101, ARD-201, or any future product candidates due to the inherently unpredictable nature of preclinical and clinical development.
We cannot determine with certainty the timing of initiation, the duration or the completion costs of current or future preclinical studies and clinical trials of ARD-101 or any other current or future product candidates due to the inherently unpredictable nature of preclinical and clinical development.
The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report.
The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 7 to our audited consolidated financial statements included elsewhere in this Annual Report.
In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company, their ability to exert control over us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions described in Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence” of this Annual Report. 135 Ite m 14.
In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company, their ability to exert control over us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions described in Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence” of this Annual Report.
Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
Unless otherwise discussed, the impact of F- 10 recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.
Chi heads Vickers Venture’s investments in Asia and has investments in artificial intelligence, education, healthcare/wellness and financial services (including fintech) technology companies. Prior to managing venture capital funds, Dr. Chi managed advisory engagements for a wide range of clients in both the public and private sectors. Dr.
Chi previously led Vickers Venture’s investments in Asia and has investments in artificial intelligence, education, healthcare/wellness and financial services (including fintech) technology companies. Prior to managing venture capital funds, Dr. Chi managed advisory engagements for a wide range of clients in both the public and private sectors. Dr.
Financial Statements The consolidated financial statements of Aardvark Therapeutics, Inc. listed below are set forth in Part II, Item 8 of this Annual Report: Page Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; San Diego, California; (PCAOB ID # 243) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F- 4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the years ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 6 Notes to Consolidated Financial Statements F- 7 137 2.
Financial Statements The consolidated financial statements of Aardvark Therapeutics, Inc. listed below are set forth in Part II, Item 8 of this Annual Report: Page Report of Independent Registered Public Accounting Firm: BDO USA, P.C.; San Diego, California; (PCAOB ID # 243) F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F- 4 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F- 6 Notes to Consolidated Financial Statements F- 7 136 2.
As of December 31, 2024 and 2023, capitalized deferred financing costs totaled $2.3 million and zero, respectively, and are included in other assets in the accompanying consolidated balance sheets.
As of December 31, 2025 and 2024 , capitalized deferred financing costs totaled zero and $ 2.3 million, respectively, and are included in other assets in the accompanying consolidated balance sheets.
The Company may invest its excess cash in short-term debt obligations of the U. S. Treasury in order to mitigate credit risk and maintain principal and maximize liquidity. Short-Term Investments Short-term investments consist of investments in corporate equity securities with readily determinable fair values and short-term debt obligations of the U.S. Treasury with original maturities in excess of three months.
The Company invests its excess cash in short-term debt obligations of the U. S. Treasury in order to mitigate credit risk and maintain principal and maximize liquidity. Short-Term Investments Short-term investments consist of investments in corporate equity securities with readily determinable fair values and short-term debt obligations of the U.S. Treasury with original maturities in excess of three months.
We do not believe that inflation has had a material effect on our results of operations during the periods presented. Ite m 8. Financial Statements and Supplementary Data. 111 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Aardvark Therapeutics, Inc.
We do not believe that inflation has had a material effect on our results of operations during the periods presented. 114 Ite m 8. Financial Statements and Supplementary Data. 115 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Aardvark Therapeutics, Inc.
He also serves on the board of directors of multiple privately held biotechnology and biopharmaceutical companies including Cellares Corp., Harton Therapeutics, Hummingbird Bioscience, LevitasBio, Nalu Medical, Take2, and Watchmaker Genomics. Mr. Tong received his B.A. in Molecular and Cell Biology and his B.S. in Business Administration from the University of California, Berkeley. We believe Mr.
He also serves on the board of directors of multiple privately held biotechnology and biopharmaceutical companies including Baylor Genetics, Cellares Corp., Harton Therapeutics, Hummingbird Bioscience, LevitasBio, Take2, and Watchmaker Genomics. Mr. Tong received his B.A. in Molecular and Cell Biology and his B.S. in Business Administration from the University of California, Berkeley. We believe Mr.
The increase in cash used in operations during the year ended December 31, 2024 in comparison to the year ended December 31, 2023 was primarily attributable to increased research and development activities.
The increase in cash used in operations during the year ended December 31, 2025 in comparison to the year ended December 31, 2024 was primarily attributable to increased research and development activities.
Credit Loss – Accounts Receivable and Related Party Convertible Promissory Note In connection with a Transition Services Agreement (the Transition Services Agreement) entered into with Aardwolf Therapeutics, Inc. (Aardwolf), which was effective through May 31, 2024, we performed certain services and billed Aardwolf monthly.
Credit Loss – Related Party Accounts Receivable In connection with a Transition Services Agreement (the Transition Services Agreement) entered into with Aardwolf Therapeutics, Inc. (Aardwolf), which was effective through May 31, 2024, we performed certain services and billed Aardwolf monthly.
Contractual Obligations and Other Commitments We entered into a new lease for office space commencing on August 1, 2024 and expiring on December 31, 2026. Total future aggregate operating lease commitments under the lease agreement is $0.9 million.
Contractual Obligations and Other Commitments We entered into a lease for office space commencing on August 1, 2024 and expiring on December 31, 2026. Total future aggregate operating lease commitments under the lease agreement is $0.4 million.
(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and 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 “consolidated financial statements”).
(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
Financing Activities Net cash provided by financing activities was $82.0 million during the year ended December 31, 2024 primarily as a result of proceeds from the sale and issuance of shares of our Series C convertible preferred stock in May 2024 for net proceeds of $82.9 million, offset by payments for deferred IPO costs of $1.2 million.
Net cash provided by financing activities for the year ended December 31, 2024 is primarily as a result of proceeds from the sale and issuance of shares of our Series C convertible preferred stock in May 2024 for net proceeds of $82.9 million, offset by payments for deferred IPO costs of $1.2 million.
The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The Company's contributions to the 401(k) Plan in the years ended December 31, 2024 and 2023 totaled $0.1 million and zero, respectively. 14.
The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. The Company's contributions to the 401(k) Plan in the years ended December 31, 2025 and 2024 totaled $ 0.2 million and $ 0.1 million, respectively. 14.
Exhibits Exhibit Number Description of Document 3.1 Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-42513), filed on February 14, 2025). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 4.2* Description of Securities. 10.1+ 2017 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.2+ 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form S-8 (File No. 333-284915), filed on February 13, 2025). 10.3+ 2025 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 10.4+ 2025 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 10.5+ 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form S-8 (File No. 333-284915), filed on February 13, 2025). 10.6+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.7+ Employment Offer Letter, dated July 24, 2019, between the Registrant and Tien-Li Lee, M.D.
Exhibits Exhibit Number Description of Document 3.1 Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-42513), filed on February 14, 2025). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 4.2 Description of Securities (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K, filed on March 31, 2025). 10.1+ 2017 Equity Incentive Plan, as amended, and forms of agreement thereunder (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.2+ 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form S-8 (File No. 333-284915), filed on February 13, 2025). 10.3+ 2025 Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 10.4+ 2025 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Amendment No. 1 of our Registration Statement on Form S-1/A (File No. 333-284440), filed on February 6, 2025). 10.5+ 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form S-8 (File No. 333-284915), filed on February 13, 2025). 10.6+ 2025 Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q (File No. 001-42513), filed on August 13, 2025). 10.7+ 2025 Inducement Equity Incentive Plan Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q (File No. 001-42513), filed on August 13, 2025) . 10.8+ 2025 Inducement Equity Incentive Plan Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q (File No. 001-42513), filed on August 13, 2025). 10.9+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.10+ Employment Offer Letter, dated July 24, 2019, between the Registrant and Tien-Li Lee, M.D.
(incorporated by reference to Exhibit 10.8 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.9+ Employment Offer Letter, dated August 23, 2021, between the Registrant and Nelson Sun (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.10+ Employment Offer Letter, dated August 23, 2024, between the Registrant and Manasi Jaiman, M.D., M.P.H.
(incorporated by reference to Exhibit 10.7 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.11+ Employment Offer Letter, dated August 23, 2021, between the Registrant and Nelson Sun (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form S-1 (File No. 333-284440), filed on January 23, 2025). 10.12+ Employment Offer Letter, dated August 23, 2024, between the Registrant and Manasi Jaiman, M.D., M.P.H.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Tien-Li Lee, M.D. Chief Executive Officer and Director March 31, 2025 Tien-Li Lee, M.D.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Tien-Li Lee, M.D. Chief Executive Officer and Director March 23, 2026 Tien-Li Lee, M.D.
Early Exercise Liability The right to repurchase shares that were exercised prior to the time the options have vested generally lapses over the four-year vesting period. As of December 31, 2024 and 2023, the early exercise liability was approximately $26,000 and $2,000, respectively, and is included in other long-term liabilities.
Early Exercise Liability The right to repurchase shares that were exercised prior to the time the options have vested generally lapses over the four-year vesting period. As of December 31, 2025 and 2024 , the early exercise liability was approximately zero and $ 26,000 , respectively, and is included in other long-term liabilities.
Audit and All Other Fees The following table presents fees for services rendered by BDO USA, P.C., our independent registered public accounting firm, for the years ended December 31, 2024 and 2023 in the following categories: Years ended December 31, 2024 2023 Audit Fees (1) $ 852,729 $ 165,268 Tax Fees (2) — — All Other Fees — — $ 852,729 $ 165,268 (1) Audit fees consist of fees billed for professional services by BDO USA, P.C. for audit and quarterly review of our consolidated financial statements and review of our registration statement on Form S-1, and related services that are normally provided in connection with statutory and regulatory filings or engagements.
Audit and All Other Fees The following table presents fees for services rendered by BDO USA, P.C., our independent registered public accounting firm, for the years ended December 31, 2025 and 2024 in the following categories: Years ended December 31, 2025 2024 Audit Fees (1) $ 943,666 $ 852,729 Audit-Related Fees — — Tax Fees (2) — — All Other Fees — — $ 943,666 $ 852,729 (1) Audit fees consist of fees billed for professional services by BDO USA, P.C. for audit and quarterly review of our consolidated financial statements and review of our registration statement on Form S-1, and related services that are normally provided in connection with statutory and regulatory filings or engagements.
The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.
The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in interest income. The cost of securities sold is based on the specific identification method.
The $2.0 million increase for the year ended December 31, 2024 as compared to the year ended December 31, 2023 resulted from higher interest income generated by our invested cash and lower unrealized losses recorded on the change in the fair value of our short-term investments, offset by lower dividend income.
The $2.9 million increase for the year ended December 31, 2025 as compared to the year ended December 31, 2024 resulted from higher interest income generated by our invested cash and lower unrealized losses recorded on the change in the fair value of our short-term investments, offset by lower dividend income.
As the 2024 Lease does not have an implicit interest rate, the present value reflects a 7.0% discount rate, which is the Company’s estimated incremental borrowing rate. The weighted-average remaining lease term and discount rate related to the Company’s operating lease liabilities as of December 31, 2024 was 1.9 years and 7.0%, respectively.
As the 2024 Lease does not have an implicit interest rate, the present value reflects a 7.0 % discount rate, which is the Company’s estimated incremental borrowing rate. The weighted-average remaining lease term and discount rate related to the Company’s operating lease liabilities as of December 31, 2025 was 1.0 year and 7.0 %, respectively.
Graf(2)(3) 52 Director Victor Tong, Jr.(1)(3) 41 Director (1) Member of the Nominating and Corporate Governance Committee. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. Executive Officers and Employee Directors Tien-Li Lee, M.D. is our founder and has served as our Chief Executive Officer since March 2017. Dr.
Graf(2)(3) 53 Director Victor Tong, Jr.(1)(3) 42 Director (1) Member of the Nominating and Corporate Governance Committee. (2) Member of the Compensation Committee. (3) Member of the Audit Committee. Executive Officers and Employee Directors Tien-Li Lee, M.D. is our founder and has served as our Chief Executive Officer since March 2017. Dr.

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