sgp-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


o			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 001-43105

___________________________

SpyGlass Pharma, Inc.

(Exact name of registrant as specified in its charter)

___________________________


Delaware			83-3044245
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

27061 Aliso Creek Rd., Suite 100 Aliso Viejo, California			92656
(Address of Principal Executive Offices)			(Zip Code)

(949) 284-6904

Registrant’s 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, par value $0.00001 per share	SGP	The Nasdaq Stock Market LLC

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 x No o

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 x No o

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. o

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

The number of shares of the registrant’s common stock, par value $0.00001 per share, outstanding as of April 20, 2026 was 33,433,355.

Tab l e of Contents

Table of Contents


		Page
PART I	F INANCIAL INFORMATION	6

Item 1	Financial Statements (Unaudited)	6
	C on densed Balance Sheets	6
	C onde nsed Statem ents of Op erations and Comprehensive Loss	7
	C onde nsed Statements of Redeemable Convertible Preferred Stock and Stockholders ’ Equity (Deficit)	8
	C ondensed Statements of Cash F lows	9
	N otes to Con densed Financial Statements	10
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	C ont rols and Procedures	27

PART II	O THER INFORMATION	28

Item 1	L egal Proceedi ngs	28
Item 1A	R isk F actors	28
Item 2	U nregistered Sales of Equity Securities and Use of Proc eeds	88
Item 3	D efaults Upon Senio r Securities	88
Item 4	M ine Safe ty Disclosures	89
Item 5	O ther Information	89
Item 6	E xhibits	89
	S ignatures	91

Tab l e of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans, or intentions relating to product candidates and markets and business trends are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”, “aim” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions.

These statements involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

nthe likelihood of our clinical trials demonstrating safety and efficacy of our product candidates, and other positive results;

nthe timing, progress and results of our ongoing and planned clinical trials for our current product candidates, including statements regarding enrollment, the timing of completion of trials, and the reporting of data from our current trials, as well as the timing, progress and results of our current and future preclinical studies;

nour plans relating to the clinical development of our product candidates, including the size, number and areas to be evaluated;

nour estimates regarding the total addressable market for our product candidates;

nour plans relating to commercializing our product candidates, if approved, including the geographic areas of focus and sales strategy;

nour competitive position and the success of competing products that are or may become available;

nthe rate and degree of market acceptance by physicians, surgeons and patients, including the perceived clinical utility of our current product candidates and other product candidates we may develop;

nthe need to hire additional personnel and our ability to attract and retain such personnel;

nthe timing, scope and likelihood of regulatory filings and approvals for our current product candidates;

nour ability to obtain and maintain regulatory approval of our product candidates, including our lead product candidate, the Bimatoprost Drug Pad-IOL System (the BIM-IOL System);

nour expectations regarding third-party coverage, reimbursement policies and pricing regulations applicable to our product candidates, if approved;

nour plans relating to the further development and manufacturing of our product candidates and any future product candidates;

nthe impact of existing laws and regulations and regulatory developments in the United States and other jurisdictions;

nour ability to maintain compliance with our license agreement with the Regents of the University of Colorado, including efforts to meet the development and commercial milestones thereunder, and otherwise maintain our intellectual property rights thereunder;

nour intellectual property position, including the scope of protection we are able to establish and maintain for intellectual property rights covering our current product candidates;

nour continued reliance on third parties, including clinical sites, to conduct additional clinical trials of our product candidates, and for the manufacture of our product candidates for clinical trials and commercialization of our product candidates, if approved;

nthe accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

nour financial performance;

Tab l e of Contents

nthe period over which we estimate our existing cash and cash equivalents and short-term investments will be sufficient to fund our future operating expenses and capital expenditure requirements;

nour expectations regarding the period during which we will remain an emerging growth company and smaller reporting company under the Jumpstart Our Business Startups Acts of 2012, as amended (the JOBS Act); and

nremediating the material weakness in our internal control over financial reporting.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Tab l e of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SPYGLASS PHARMA, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)


	As of
	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	238,902	$	96,358
Short-term investments	12,100		11,078
Other receivables	653		431
Prepaid expenses and other current assets	1,707		901
Total current assets	253,362		108,768
Other non-current assets	789		492
Property and equipment, net	2,745		2,339
Deferred offering costs	—		2,715
Right-of-use asset	1,490		1,552
Total assets	$	258,386	$	115,866
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable	$	3,514	$	2,696
Payroll-related accruals	882		2,182
Other current liabilities	2,271		3,706


Total current liabilities	6,667		8,584
Lease liability, non-current	1,607		1,582
Total liabilities	8,274		10,166
Commitments and contingencies (Note 7)
Redeemable convertible preferred stock, $.00001 par value; 0 shares authorized, issued and outstanding as of March 31, 2026; 116,618,581 shares authorized, 20,341,968 shares issued and outstanding as of December 31, 2025 (aggregate liquidation preference of $0 and $200,878 as of March 31, 2026 and December 31, 2025, respectively)	—		204,537
Stockholders' equity (deficit)
Preferred stock, $.00001 par value; 200,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2026; 0 shares authorized, issued, and outstanding as of December 31, 2025	—		—
Common stock, $.00001 par value; 1,000,000,000 shares authorized; 33,432,555 shares issued and outstanding as of March 31, 2026; 154,383,336 shares authorized; 2,203,620 shares issued and outstanding as of December 31, 2025	—		—
Common stock additional paid-in capital	368,660		5,893
Accumulated deficit	(118,548)		(104,730)
Total stockholders' equity (deficit)	250,112		(98,837)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	$	258,386	$	115,866

See accompanying notes to unaudited condensed financial statements.

Tab l e of Contents

SPYGLASS PHARMA, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Operating expenses
Research and development	$	8,542	$	6,052
General and administrative	6,867		1,371
Total operating expenses	15,409		7,423
Loss from operations	(15,409)		(7,423)
Other income (expense)
Interest income	1,591		126
Change in fair value of redeemable convertible preferred stock tranche liability	—		(1,526)
Total other income (expense)	1,591		(1,400)
Loss before income tax	(13,818)		(8,823)
Income tax provision	—		—
Net loss and comprehensive loss	$	(13,818)	$	(8,823)
Net loss per share
Weighted average common stock outstanding, basic and diluted	19,927,848		2,229,637
Net loss per share, basic and diluted	$	(0.69)	$	(3.96)

See accompanying notes to unaudited condensed financial statements.

Tab l e of Contents

SPYGLASS PHARMA, INC.

CONDENSED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

(unaudited)


	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid In Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount
Balance, January 1, 2025	9,608,914	$	72,546	2,196,423	$	—	$	4,387	$	(64,861)	$	(60,474)
Stock option exercises	—	—		86,579	—		100		—		100
Stock-based compensation	—	—		—	—		345		—		345
Issuance of Series C-2 redeemable convertible preferred stock, net of issuance costs and tranche liability	4,933,589	54,939
Net loss and comprehensive loss	—	—		—	—		—		(8,823)		(8,823)
Balance, March 31, 2025	14,542,503	$	127,485	2,283,002	$	—	$	4,832	$	(73,684)	$	(68,852)

Balance, January 1, 2026	20,341,968	204,537		2,203,620	—		5,893		(104,730)		(98,837)
Stock option exercises	—	—		105,717	—		55		—		55
Stock-based compensation	—	—		—	—		1,675		—		1,675
Conversion of redeemable convertible preferred stock into common stock on the initial public offering	(20,341,968)	(204,537)		20,341,968	—		204,537		—		204,537
Issuance of common stock in initial public offering, net of underwriting discounts and commissions and offering costs	—	—		10,781,250	—		156,500		—		156,500
Net loss and comprehensive loss	—	—		—	—		—		(13,818)		(13,818)
Balance, March 31, 2026	—	$	—	33,432,555	$	—	$	368,660	$	(118,548)	$	250,112

See accompanying notes to unaudited condensed financial statements.

Tab l e of Contents

SPYGLASS PHARMA, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(13,818)	$	(8,823)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense	318		124

Non-cash lease expense	63		99

Stock-based compensation	1,675		345
Change in fair value of redeemable convertible preferred stock tranche liability	—		1,526
Interest receivable	(31)		—
Changes in:
Other receivables	(222)		(205)
Prepaid expenses and other current assets	(805)		157
Other non-current assets	(298)		(26)
Accounts payable	953		(372)
Payroll-related accruals	(1,300)		(883)
Other current liabilities	(104)		(35)
Lease liability	25		(108)
Net cash used in operating activities	(13,544)		(8,201)
Cash flows from investing activities
Property and equipment	(676)		(164)
Purchases of short-term investments	(4,000)		—
Redemptions of short-term investments	3,009		—
Net cash used in investing activities	(1,667)		(164)
Cash flows from financing activities
Proceeds from exercise of stock options	55		100

Gross proceeds from issuance of redeemable convertible preferred stock	—		50,010
Issuance costs of redeemable convertible preferred stock	—		(14)
Gross proceeds from initial public offering of common stock, net of underwriting discounts and commissions	160,425		—
Payments for deferred initial public offering costs	(2,725)		—
Net cash provided by financing activities	157,755		50,096
Net increase in cash and cash equivalents	142,544		41,731
Cash and cash equivalents, beginning of period	96,358		16,268
Cash and cash equivalents, end of period	$	238,902	$	57,999

Supplemental cash flow information
Cash paid for taxes	$	—	$	4
Conversion of redeemable convertible preferred stock upon initial public offering	$	204,537	$	—
Settlement of redeemable convertible preferred stock tranche liability	$	—	$	4,943
Purchases of property and equipment included in accounts payable and other current liabilities	$	296	$	36
Deferred offering costs included in accounts payable and other current liabilities	$	17	$	—

See accompanying notes to unaudited condensed financial statements.

Tab l e of Contents

Notes to Condensed Financial Statements (Unaudited)

1. Description of Business

Business

SpyGlass Pharma, Inc. (the Company) was incorporated on January 7, 2019. The Company is a late-stage biopharmaceutical company and has initiated its Phase 3 clinical trials for its lead product, an IOL mounted, controlled release, drug delivery system intended to treat glaucoma through the delivery of the drug bimatoprost.

Reverse Stock Split

The Company’s board of directors and stockholders approved a one-for-5.7329 reverse stock split effective on January 28, 2026 of its issued and outstanding common stock, Series A, Series B, Series C-1, Series C-2, and Series D redeemable convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the effects of the reverse stock split. The authorized shares and par value of the common stock and preferred stock remained unchanged as a result of the reverse stock split. As the number, issuance price, and conversion price of all outstanding preferred stock were adjusted, the conversion ratios for each series of the Company’s preferred stock were unchanged. Additionally, the number of shares of common stock underlying outstanding stock options were proportionately reduced and the respective exercise prices were proportionately increased in accordance with the terms of the appropriate agreements.

Initial Public Offering of Common Stock

On February 9, 2026, the Company closed its initial public offering (IPO) of 10,781,250 shares of common stock, which included the exercise in full of the underwriters’ option to purchase 1,406,250 additional shares of common stock, at a public offering price of $16.00 per share. The aggregate gross proceeds from the offering were $172.5 million, before deducting underwriting discounts and commissions and other offering expenses. Upon the pricing of the IPO, on February 5, 2026, the Company granted 1,312,044 options to purchase shares of common stock at the public offering price under the Company’s 2026 Equity Incentive Plan (the 2026 Plan), which became effective in connection with the IPO of common stock. The Company’s 2019 Equity Incentive Plan (the 2019 Plan) terminated upon the effectiveness of the 2026 Plan, and the Company will not grant any additional awards under the 2019 Plan following its termination. However, the 2019 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under our 2019 Plan.

Risks, uncertainties, going concern and management’s plans

The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the availability of future financing; the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s drug candidates if approved; the performance of third-party clinical research organizations and manufacturers; licenses of intellectual property; future development of intellectual property; litigation or claims against the Company, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support commercial operations. In addition, significant changes in the biotechnology industry or the approval of competitive products or therapies could adversely affect the Company’s development and operating results.

The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern. To date, the Company has relied on equity financing to fund its operations. The Company has an accumulated deficit of $118.5 million as of March 31, 2026, and used cash in operations of $13.5 million during the three months ended March 31, 2026. While the Company has no revenue-generating activities, working capital totaled $246.7 million as of March 31, 2026.

Successful completion of development of the Company’s initial commercial products is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial obligations. The Company will require substantial additional capital to fund its research and development and ongoing operating expenses. The Company expects to seek additional funding through equity financings, debt financings or other sources. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any future financing may adversely affect the holdings or the rights of the Company’s existing stockholders. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce or eliminate its research and development.

Tab l e of Contents

In February 2026, the Company completed the IPO of its common stock, with aggregate gross proceeds from the offering of $172.5 million, before deducting underwriting discounts and commissions and other offering expenses. As of the issuance of these interim financial statements, management believes the Company’s existing cash, cash equivalents, and short-term investments provide sufficient liquidity to continue as a going concern for the next twelve months. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The condensed financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation

The condensed financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with GAAP.

The condensed interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position at March 31, 2026 and the results of its operations and its cash flows for the three months ended March 31, 2026 and 2025. The financial data and other information disclosed in these notes related to the three months ended March 31, 2026 and 2025 are also unaudited. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any other subsequent interim period. The accompanying condensed balance sheet at December 31, 2025 was derived from the Company’s audited annual financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025; however, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed financial statements.

The significant accounting policies and estimates used in the preparation of the accompanying condensed financial statements are described in the Company’s audited financial stateme

SEC Form 10-Q filed by SpyGlass Pharma Inc.