sava20250930

sava20250930_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

	(Mark One)
	☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ___________

Commission File Number: 001-41905

Cassava Sciences, Inc.

(Exact name of registrant as specified in its charter)

	Delaware	91-1911336
	(State or other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification Number)

6801 N. Capital of Texas Highway, Building 1; Suite 300, Austin, TX 78731

(512) 501-2444

(Address, including zip code, of registrant’s principal executive offices and

telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SAVA

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer ☐	Accelerated Filer ☐
	Non-accelerated Filer ☑	Smaller Reporting Company ☑
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Common Stock, $0.001 par value	48,307,896
		Shares Outstanding as of November 10, 2025

Table of Contents

CASSAVA SCIENCES, INC.

TABLE OF CONTENTS

		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2025 and 2024	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity - Three and Nine Months Ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures	31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CASSAVA SCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, In thousands, except share and par value data)

	*September 30, 2025*			*December 31, 2024*

*ASSETS*
Current assets:
Cash and cash equivalents	$	106,080		$	128,574
Prepaid expenses and other current assets		2,830			7,958
Total current assets		108,910			136,532
Property and equipment, net		20,823			21,001
Total assets	$	129,733		$	157,533

*LIABILITIES AND STOCKHOLDERS' EQUITY*
Current liabilities:
Accounts payable and accrued expenses	$	46,092		$	7,654
Accrued development expense		1,366			2,440
Accrued compensation and benefits		362			1,357
Other current liabilities		226			299
Total current liabilities		48,046			11,750
Other non-current liabilities		119			79
Total liabilities		48,165			11,829
Commitments and contingencies (Notes 8, 9 and 10)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value; 120,000,000 shares authorized; 48,307,896 and 48,203,179 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		48			48
Additional paid-in capital		565,065			550,767
Accumulated deficit		(483,545	)		(405,111	)
Total stockholders' equity		81,568			145,704
Total liabilities and stockholders' equity	$	129,733		$	157,533

See accompanying notes to condensed consolidated financial statements.

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CASSAVA SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	*Three months ended*						*Nine months ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Operating expenses:
Research and development	$	3,955		$	17,676		$	22,737		$	49,107
General and administrative		7,905			12,947			59,101			62,852
Total operating expenses		11,860			30,623			81,838			111,959
Operating loss		(11,860	)		(30,623	)		(81,838	)		(111,959	)
Interest income		1,167			2,618			3,646			6,710
Other income (loss), net		(114	)		62			(242	)		321
Gain from change in fair value of warrant liabilities		—			—			—			108,183
Net income (loss)	$	(10,807	)	$	(27,943	)	$	(78,434	)	$	3,255

Shares used in computing net income (loss) per share, basic		48,308			47,976			48,293			45,734
Net income (loss) per share, basic	$	(0.22	)	$	(0.58	)	$	(1.62	)	$	0.07
Numerator, diluted:
Net income (loss)	$	(10,807	)	$	(27,943	)	$	(78,434	)	$	3,255
Adjustment for change in fair value of warrant liabilities		—			—			—			(43,793	)
Adjusted numerator, diluted	$	(10,807	)	$	(27,943	)	$	(78,434	)	$	(40,538	)
Shares used in computing net loss per share, diluted		48,308			47,976			48,293			46,101
Net loss per share, diluted	$	(0.22	)	$	(0.58	)	$	(1.62	)	$	(0.88	)

See accompanying notes to condensed consolidated financial statements.

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CASSAVA SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands, except share data)

											*Total*
	*Common stock*				*Additional*			*Accumulated*			*stockholders'*
	*Shares*		*Par value*		*paid-in capital*			*deficit*			*equity*
Balance at December 31, 2023		42,236,919	$	42	$	518,195		$	(380,769	)	$	137,468
Stock-based compensation for:
Stock options for employees		—		—		2,312			—			2,312
Stock options for non-employees		—		—		23			—			23
Issuance of warrants		—		—		(113,363	)		—			(113,363	)
Issuance of common stock pursuant to exercise of warrants		1,011,497		1		22,159			—			22,160
Derecognition of warrant liabilities upon exercise of warrants		—		—		4,954			—			4,954
Net income		—		—		—			25,043			25,043
Balance at March 31, 2024		43,248,416	$	43	$	434,280		$	(355,726	)	$	78,597
Stock-based compensation for:
Stock options for employees		—		—		2,581			—			2,581
Stock options for non-employees		—		—		23			—			23
Issuance of common stock pursuant to exercise of stock options		4,727,750		5		101,387			—			101,392
Derecognition of warrant liabilities upon exercise of warrants		—		—		226			—			226
Net income		—		—		—			6,155			6,155
Balance at June 30, 2024		47,976,166	$	48	$	538,497		$	(349,571	)	$	188,974
Stock-based compensation for:
Stock options for employees		—		—		3,456			—			3,456
Stock options for non-employees		—		—		2,152			—			2,152
Net loss		—		—		—			(27,943	)		(27,943	)
Balance at September 30, 2024		47,976,166	$	48	$	544,105		$	(377,514	)	$	166,639

Balance at December 31, 2024		48,203,179	$	48	$	550,767		$	(405,111	)	$	145,704
Stock-based compensation for:
Stock options for employees		—		—		5,189			—			5,189
Stock options for non-employees		—		—		36			—			36
Issuance of common stock pursuant to exercise of stock options		104,717		—		90			—			90
Net loss		—		—		—			(23,403	)		(23,403	)
Balance at March 31, 2025		48,307,896	$	48	$	556,082		$	(428,514	)	$	127,616
Stock-based compensation for:
Stock options for employees		—		—		4,545			—			4,545
Stock options for non-employees		—		—		36			—			36
Issuance of common stock pursuant to exercise of warrants		—		—		—			—			—
Derecognition of warrant liabilities upon exercise of warrants		—		—		—			—			—
Net loss		—		—		—			(44,224	)		(44,224	)
Balance at June 30, 2025		48,307,896	$	48	$	560,663		$	(472,738	)	$	87,973
Stock-based compensation for:
Stock options for employees		—		—		4,384			—			4,384
Stock options for non-employees		—		—		18			—			18
Net loss		—		—		—			(10,807	)		(10,807	)
Balance at September 30, 2025		48,307,896	$	48	$	565,065		$	(483,545	)	$	81,568

See accompanying notes to condensed consolidated financial statements.

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CASSAVA SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	*Nine months ended September 30,*
	*2025*			*2024*
Cash flows from operating activities:
Net income (loss)	$	(78,434	)	$	3,255
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		14,208			10,547
Gain from change in fair value of warrant liabilities		—			(108,183	)
Depreciation and amortization		569			872
Changes in operating assets and liabilities:
Prepaid and other current assets		5,128			(5,074	)
Accounts payable and accrued expenses		38,127			41,671
Accrued development expense		(1,074	)		(494	)
Accrued compensation and benefits		(995	)		1,750
Other liabilities		(33	)		(8	)
Net cash used in operating activities		(22,504	)		(55,664	)
Cash flows from investing activities:
Purchases of property and equipment		(80	)		(46	)
Net cash used in investing activities		(80	)		(46	)
Cash flows from financing activities:
Proceeds from exercise of common stock warrants, net of exercise costs		—			123,552
Proceeds from issuance of common stock upon exercise of stock options		90			—
Net cash provided by financing activities		90			123,552
Net increase (decrease) in cash and cash equivalents		(22,494	)		67,842
Cash and cash equivalents at beginning of period		128,574			121,136
Cash and cash equivalents at end of period	$	106,080		$	188,978

Supplemental cash flow information:
Non-cash financing activities
Issuance of warrants resulting in recognition of warrant liabilities	$	—		$	113,363
Derecognition of warrant liabilities upon exercise of warrants	$	—		$	(5,180	)

See accompanying notes to condensed consolidated financial statements.

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Cassava Sciences, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. General and Liquidity

Cassava Sciences, Inc. and its wholly-owned subsidiary (collectively referred to as the “Company”) discovers and develops proprietary pharmaceutical product candidates that may offer significant improvements to patients and healthcare professionals. The Company generally focuses its discovery and product development efforts on disorders of the nervous system.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. All intercompany transactions and balances have been eliminated in consolidation. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for any other interim period or for the year 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity

The Company has incurred significant net losses and negative cash flows since inception, and as a result has an accumulated deficit of $483.5 million at September 30, 2025. The Company expects its cash requirements to be significant in the future. The amount and timing of the Company’s future cash requirements will depend on regulatory and market acceptance of its product candidates and the resources it devotes to researching and developing, formulating, manufacturing, commercializing and supporting its products. The Company may seek additional funding through public or private financing in the future, if such funding is available and on terms acceptable to the Company. There are no assurances that additional financing will be available on favorable terms, or at all. However, management believes that the current working capital position will be sufficient to meet the Company’s working capital needs for at least the next 12 months.

Note 2. Significant Accounting Policies

Use of Estimates

The Company makes estimates and assumptions in preparing its condensed consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount expenses incurred during the reporting period. The Company evaluates its estimates on an ongoing basis, including those estimates related to common stock warrant liabilities, clinical trials and manufacturing agreements. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents and Concentration of Credit Risk

The Company invests in cash and cash equivalents. The Company considers highly liquid financial instruments with original maturities of three months or less to be cash equivalents. Highly liquid investments that are considered cash equivalents include money market accounts and funds, certificates of deposit, and U.S. Treasury securities. The Company maintains its cash and cash equivalents at one financial institution.

Fair Value Measurements

The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

●

Level 1 includes quoted prices in active markets.

●

Level 2 includes significant observable inputs, such as quoted prices for identical or similar securities, or other inputs that are observable and can be corroborated by observable market data for similar securities. The Company uses market pricing and other observable market inputs obtained from third-party providers. It uses the bid price to establish fair value where a bid price is available. The Company does not have any financial instruments where the fair value is based on Level 2 inputs.

●

Level 3 includes unobservable inputs that are supported by little or no market activity. The Company does not have any financial instruments where the fair value is based on Level 3 inputs.

If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The fair value of cash and cash equivalents was based on Level 1 inputs at September 30, 2025 and December 31, 2024.

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The fair value of common stock warrants of $6.71 per warrant was determined at distribution on January 3, 2024 using a Monte Carlo valuation model since the warrants were not traded on the open market on January 3, 2024. Warrant trading on Nasdaq began on January 4, 2024. Quantitative information regarding Level 3 fair value measurements for common stock warrants are as follows:

Exercise price per warrant	$	33.00
Conversion rate - common shares per warrant		1.50
Closing price of common stock	$	23.72
Volatility		75	%
Risk-free interest rate		5.40	%
Expected life of option (in years)		0.3
Dividend yield	zero

The common stock warrants stopped trading on Nasdaq after May 2, 2024 and subsequently had little or no market activity. As of May 7, 2024, the warrants were presumed to have no value since they were redeemed for a nominal payment of $0.001 per warrant.

Business Segments

The Company reports segment information based on how it internally evaluates the operating performance of its business units, or segments. The Company’s operations are confined to one business segment: the development of novel drugs and diagnostics.

The Company’s reportable segment reflects the manner in which its chief operating decision maker (“CODM”) allocates resources and assesses performance. The Company's CODM is the President and Chief Executive Officer. The primary measure used by the Company's CODM for purposes of allocating resources is based on net loss that also is reported on the consolidated statements of operations as consolidated net loss. The measure of segment assets is reported on the condensed consolidated balance sheets as cash and cash equivalents.

The Company has not generated any product revenue in the current period and expects to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through stages of development and clinical trials.

As such, the CODM uses cash forecast models in deciding how to invest in the development of novel drugs and diagnostics. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results, net cash used in operating activities for the period and cash on hand are used in assessing performance of the segment.

The following table summarizes expenses by category regularly reviewed by the CODM (in thousands):

	*Three months ended*						*Nine months ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Operating expenses
Research and development	$	(3,955	)	$	(17,676	)	$	(22,737	)	$	(49,107	)
General and administrative		(7,905	)		(12,947	)		(59,101	)		(62,852	)
Other segment items(a)		1,053			2,680			3,404			115,214
Net income (loss)	$	(10,807	)	$	(27,943	)	$	(78,434	)	$	3,255

(a) Other segment items include interest income, other income, net and gain from change in fair value of warrant liabilities.

The following table summarizes assets regularly reviewed by the CODM (in thousands):


	*September 30, 2025*		*December 31, 2024*
Cash and cash equivalents	$	106,080	$	128,574

For the nine months ended September 30, 2025 and 2024, the net cash used in operating activities was $22.5 million and $55.7 million, respectively.

Stock-based Compensation

The Company recognizes non-cash expense for the fair value of all stock options and other share-based awards. The Company uses the Black-Scholes option valuation model to calculate the fair value of stock options, using the single-option award approach and straight-line attribution method. This model requires the input of subjective assumptions including expected stock price volatility, expected life and estimated forfeitures of each award. These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore, are subject to management's judgment. For all options granted, it recognizes the resulting fair value as expense on a straight-line basis over the vesting period of each respective stock option, generally one to four years.

The Company has granted share-based awards that vest upon achievement of certain performance criteria (“Performance Awards”). The Company multiplies the number of Performance Awards by the fair value of its common stock on the date of grant to calculate the fair value of each award. It estimates an implicit service period for achieving performance criteria for each award. The Company recognizes the resulting fair value as expense over the implicit service period when it concludes that achieving the performance criteria is probable. It periodically reviews and updates as appropriate its estimates of implicit service periods and conclusions on achieving the performance criteria. Performance Awards vest and common stock is issued upon achievement of the performance criteria.

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Net Income (Loss) per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding and potentially dilutive securities outstanding during the period using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. A net loss causes all potentially dilutive securities to be anti-dilutive. Potentially dilutive securities consist of outstanding common stock options, warrants and Performance Awards. There is no difference between the Company’s net income (loss) and comprehensive net income (loss). The numerators and denominators in the calculation of basic and diluted net loss per share were as follows (in thousands, except net loss per share data):

	*Three months ended*						*Nine months ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Numerator, basic:
Net income (loss)	$	(10,807	)	$	(27,943	)	$	(78,434	)	$	3,255

SEC Form 10-Q filed by Cassava Sciences Inc.