ASPE Aspen Neuroscience, Inc. 424B4 final IPO prospectus section summaries

IPO and listing

Aspen Neuroscience, Inc. is offering 9,375,000 common shares at $15.00 per share, for $140.625 million in gross proceeds. Underwriting discounts and commissions are $9.84375 million ($1.05 per share), leaving $130.78125 million ($13.95 per share) before offering expenses. The underwriters have a 30-day option to purchase up to 1,406,250 additional shares at the IPO price less underwriting discounts and commissions.

There was no public market for the common stock before the offering. The shares have been approved for listing on the Nasdaq Global Select Market under the ticker ASPE. The prospectus is dated October 29, 2026, with delivery of shares expected on November 2, 2026.

Reporting status and risk

The company identifies as both an emerging growth company and a smaller reporting company and has elected reduced public-company reporting requirements. The prospectus cautions that investment involves a high degree of risk and directs investors to its Risk Factors section.

Company and lead program

Aspen Neuroscience is a clinical-stage regenerative medicine company developing autologous induced-pluripotent stem cell therapies. It has no commercial products or revenue. Its lead candidate, sasineprocel, is a single-dose, patient-derived dopaminergic neuron precursor-cell therapy for Parkinson’s disease (PD), intended to replace lost dopamine neurons and potentially modify disease progression. Aspen contrasts this approach with existing treatments that address symptoms but do not prevent neuronal loss; it says those therapies may become less effective over time and inadequately address non-motor symptoms.

Sasineprocel clinical progress

In the open-label Phase 1/2a ASPIRO trial, 15 patients had been dosed as of August 18, 2026: seven at low dose and eight at high dose. The company reported 72 treatment-emergent adverse events, mostly mild to moderate and most commonly surgery-related. One event—myoclonus—was considered possibly related to sasineprocel, with sertraline also considered a possible cause; one participant had two serious surgery-related adverse events. No graft-induced dyskinesia, graft rejection, clinically significant postoperative hemorrhage, or immunosuppression-related events were reported. All 12 participants in the first three cohorts had at least one follow-up assessment at six months or later.

Aspen reports improvements in several secondary and exploratory measures, including Good On Time, MDS-UPDRS measures, and PDQ-39. Mean changes exceeded company-defined clinically meaningful benchmarks in both dose cohorts for Good On Time and MDS-UPDRS Part III OFF at 18 months, and in the low-dose cohort at 24 months. The company also reports elevated 18FDOPA PET uptake versus baseline at six, 12, and 18 months, which it views as evidence of transplanted-cell survival and integration. Levodopa-equivalent daily-dose changes were mixed: some patients in both cohorts reduced medication, while some increased it.

These are early findings from a small, uncontrolled study. ASPIRO has no placebo or control arm, and the company’s benchmarks have not been discussed with FDA or independently validated; results may not predict outcomes in controlled trials.

Sasineprocel has FDA Regenerative Medicine Advanced Therapy designation for levodopa-responsive PD and Fast Track designation to improve motor function; neither ensures accelerated review or approval. Aspen expects further long-term ASPIRO data in the first half of 2028, Phase 3 biopsy collection by the end of 2026, and—following FDA feedback—Phase 3 dosing in the second half of 2027. It is enrolling an approximately three-to-six-patient genetic-PD cohort and may include both sporadic and genetic PD in Phase 3.

Platform, pipeline, and execution

Aspen’s autologous approach is designed to avoid post-treatment immunosuppression and may permit redosing. Its process uses patient skin fibroblasts, reprogramming, differentiation, quality-control testing, and cryopreservation. Manufacturing takes approximately three weeks from skin to fibroblast, eight weeks from fibroblast to iPSC, five weeks from iPSC to dopaminergic precursors, plus typically four to five weeks of QC testing. A planned modular automation system would use an approximately 5,000-square-foot cleanroom and target capacity of hundreds of patients annually. Consistent patient-specific manufacturing, genomic stability, differentiation, product quality, and scale-up are significant execution challenges. The process also relies on third-party licenses and suppliers.

A second program targets pediatric leukodystrophies with autologous, gene-corrected microglia precursor cells; IND-enabling studies are expected to begin in the second half of 2027. Aspen reports worldwide commercial rights to its programs. Founded in 2018, the company has raised approximately $347 million.

Financial performance

The company’s operating losses reflect continued research and development spending.

Historical per-share losses use much smaller weighted-average share counts because preferred stock had not converted. Pro forma net loss per share was $(1.86) for H1 2026 and $(4.64) for FY2025, based on pro forma weighted-average shares of 19,688,581 and 13,774,106, respectively. FY2025 pro forma net loss includes approximately $1.8 million of estimated noncash stock-based compensation from Note Forgiveness, expected to be recognized in Q3 2026; it is not included in H1 2026 pro forma net loss.

Balance sheet and IPO

At June 30, 2026, the company’s balance sheet reflects conversion of preferred stock and, in the “as adjusted” case, estimated IPO proceeds.

The pro forma adjustments convert preferred stock into 17,971,324 common shares and reclassify its carrying value to permanent equity, alongside Note Forgiveness. Pro forma as adjusted also assumes an IPO of 9,375,000 shares at $15 per share, adding $125.781 million after underwriting discounts, commissions, and estimated expenses. Estimated net proceeds are $125.8 million, or $145.4 million if the 30-day underwriters’ option for 1,406,250 additional shares is fully exercised. Expected post-offering shares outstanding are 29,078,600, or 30,484,850 with full option exercise.

The offering share count excludes substantial potential dilution: 3,043,497 outstanding options at a $6.75 weighted-average exercise price as of June 30, 2026; 27,314 subsequent options at $9.79; 17,778 warrant shares at $7.71; and shares reserved under the 2026 Plan, Executive Chair award, and ESPP totaling 6,799,243, 872,358, and 290,786, respectively. The offering share count also reflects 622,707 shares related to Note Forgiveness. Proceeds and existing liquid resources are intended to support sasineprocel development, including Phase 3, other R&D, working capital, and general corporate purposes.

Outlook and principal risks

Aspen plans to advance sasineprocel in sporadic and genetic PD, build automated autologous manufacturing initially for North America, pursue collaborations, and develop additional CNS candidates. The filing highlights substantial going-concern doubt and the need for significant additional capital even after the offering. Aspen is highly dependent on sasineprocel and faces uncertain clinical and regulatory outcomes, enrollment challenges, manufacturing variability and scale-up risks, reliance on third parties, and intellectual-property risks. It has not completed clinical trials as an organization or submitted a BLA, and may never obtain approval or become profitable. Aspen is an emerging growth company and smaller reporting company, has elected scaled disclosure and the extended transition period for new accounting standards, and is exempt from auditor attestation under Sarbanes-Oxley Section 404(b) while that exemption applies.

Business, financing and development risks

ASPE is a clinical-stage regenerative-medicine company founded in 2018, with no approved products, product-sales revenue, or commercialization history. Its business depends heavily on sasineprocel, an autologous iPSC-derived cell therapy intended to replace dopamine-producing neurons in Parkinson’s disease (PD); its microglia programs remain preclinical. The approach is novel, and its safety, efficacy, ability to slow or halt PD progression, and regulatory prospects are unproven. The filing notes that no FDA-approved disease-modifying PD therapy stops neurodegeneration.

ASPE has generated negative operating cash flows since inception. At June 30, 2026, it had an accumulated deficit of $264.9M and $72.4M in cash, cash equivalents and marketable securities. Without a financing transaction, management concluded these resources would not fund operations for 12 months after issuance of the interim financial statements and that substantial doubt existed about the company’s ability to continue as a going concern. Assuming completion of the offering, ASPE expects its proceeds and existing resources to fund operations into the second half of 2028—but not to complete the Phase 1/2a ASPIRO trial, the planned Phase 3 trial, or development of its candidates. Additional capital will be needed; unavailable or unfavorable financing could dilute shareholders, impose restrictive terms, require relinquishing valuable rights, or force delays, reductions or termination of programs.

ASPIRO is an open-label Phase 1/2a trial, initially in sporadic PD, with genetic PD enrollment begun. The lack of a control group may bias assessments and make interim results poor predictors of later outcomes. ASPE has not completed a pivotal trial or submitted a BLA and may need additional or differently designed studies. A planned Phase 3 trial may involve sham surgery, making blinding difficult. CNS trial outcomes can be subjective and vulnerable to placebo effects; enrollment, retention, safety findings, protocol changes, regulatory feedback and follow-up duration can all delay or undermine results. Fast Track and RMAT designations may facilitate FDA interaction but do not change approval standards or assure faster review or approval.

Manufacturing and operational execution

Sasineprocel requires individualized production from a patient biopsy through cell reprogramming, differentiation, testing, cryopreservation and shipment, followed by stereotactic brain surgery. ASPIRO has experienced biopsy failures that required recollection and manufacturing delays, and syringe-design issues materially delayed dosing. Cell handling, sterility, cold-chain, shipment, timing or surgical-delivery failures could damage product quality or cause complications, including irreversible injury.

ASPE is moving from the manual process used in ASPIRO to an automated process for Phase 3; comparability must be established, and regulators could require additional testing or studies. The process is still being implemented and optimized. The company relies on a single San Diego manufacturing facility, approximately 22,000 square feet, with no near-term backup identified; its lease expires in July 2032. It also depends on specialized platforms and suppliers, including Cell X/Celligent, Mytos, and sole- or single-sourced materials. Disruption, quality problems, capacity constraints or loss of supplier or license rights could halt production. Replacing suppliers or systems may require costly validation, comparability work and regulatory submissions. CROs, investigators and clinical sites add execution and compliance risks, while disasters, cyber incidents, supply-chain interruptions and other disruptions could impair trial continuity.

Commercial, regulatory and legal exposure

Even if approved, commercial success depends on physician, patient, hospital and payer acceptance; coverage and adequate reimbursement for both the product and sasineprocel’s surgical administration; and competition from established PD treatments such as deep-brain stimulation, focused ultrasound and emerging cell and gene therapies. ASPE has no sales or marketing organization, and building one or relying on third parties would require investment. It expects products to be priced at a significant premium to existing alternatives, increasing adoption and reimbursement risk. FDA approval would not ensure foreign approval; international requirements, pricing and market access vary.

Drug-pricing and reimbursement changes could constrain future revenue. The Inflation Reduction Act’s Medicare negotiations and inflation rebates are underway, with negotiated prices for the initial 10 drugs effective in 2026 and further drugs designated for negotiation. The filing also cites Medicaid funding reductions, TrumpRx and most-favored-nation pricing initiatives, pharmaceutical tariffs, proposed international reference-pricing rules, and state price-control measures as sources of uncertainty and potential pricing pressure.

ASPE faces product-liability, hazardous-material, privacy, cybersecurity, healthcare-compliance and other litigation risks. Claims, regulatory violations or security incidents could lead to costs, penalties, recalls, trial delays, reputational harm or business interruption; insurance may be unavailable, costly or insufficient. The company reports approximately $161.5M of federal and $194.5M of state NOL carryforwards at December 31, 2025, but Section 382 ownership changes—including potentially those associated with the offering—could limit their use; a full valuation allowance is recorded against deferred tax assets.

Patent and trade-secret protection may fail, be challenged, or prove inadequate, and patent disputes could require licenses, royalties, redesigns or cessation of development. ASPE’s licensed rights depend on third parties and diligence obligations, milestone payments and royalties. It has identified third-party patents concerning dopaminergic-neuron manufacturing; although it expects them to expire before a potential commercial launch, earlier manufacturing activities and alternative processes remain exposed to infringement, delay and added testing risks.

Offering, ownership and public-company risks

The IPO price is $15.00 per share, with immediate dilution of approximately $7.66 per share versus pro forma as-adjusted net tangible book value. Assuming no underwriters’ option exercise or outstanding-option exercise, 29,078,600 shares will be outstanding after the offering. After lock-up expiry, up to 19,703,600 additional shares may become sale-eligible; 18,956,358 shares—approximately 65.2% of shares outstanding as of June 30, 2026—have registration rights. Executives, directors and holders above 5% are expected to own approximately 44% after the offering, potentially influencing shareholder decisions. No active trading market is assured, and failure to meet Nasdaq listing requirements could reduce liquidity or lead to delisting. ASPE has never paid cash dividends and does not expect to do so for the foreseeable future.

The transition to public-company reporting will add costs and management demands. ASPE has not yet made a formal Section 404 assessment; control deficiencies could impair reporting reliability and capital-market access. It expects to use emerging-growth-company and smaller-reporting-company disclosure exemptions, including deferred auditor attestation, which may reduce investor information.

Forward-Looking Statements

The prospectus describes forward-looking expectations concerning sasineprocel’s progression through Phase 3 and its development for genetic Parkinson’s disease; planned clinical and preclinical work; regulatory filings and approvals; potential commercialization, pricing, and reimbursement; future product candidates; automated manufacturing; and strategic collaborations.

These statements reflect information and expectations available as of the prospectus date and are not guarantees of future outcomes. Clinical, regulatory, commercial, operational, and other risks could cause actual results to differ materially, and additional risks may arise. Investors are directed to the prospectus’s “Risk Factors” and MD&A sections and to the company’s future SEC filings. The company generally undertakes no obligation to update forward-looking statements except as required by law. It also cautions that statements expressing what it “believes” may be based on limited or incomplete information.

Market and Industry Information

ASPE’s market, industry, and competitive-position information is based on internal estimates and research; independent market research and industry publications; government and public sources; and third-party research, surveys, and studies. Internal estimates use publicly available analyst and third-party information, ASPE’s own research and industry experience, and assumptions the company considers reasonable. Sources may not be separately identified for every data point.

ASPE considers the information reliable, but it is subject to risks, uncertainties, and change. Actual results may differ materially from ASPE’s or third parties’ estimates, including because of factors described in the Risk Factors and forward-looking-statements sections.

Use of proceeds

ASPE expects net IPO proceeds of approximately $125.8 million, or $145.4 million if the underwriters exercise their option in full. These estimates assume an IPO price of $15.00 per share and reflect underwriting discounts and commissions and estimated offering expenses. Together with existing cash, cash equivalents, and marketable securities, the proceeds are intended for:

ASPE may also use funds for in-licensing, acquisitions, or investments in complementary assets, but has no current commitments for these activities. Until deployed, the proceeds are expected to be held in capital-preservation investments, including short-term interest-bearing and investment-grade instruments, certificates of deposit, and U.S. government obligations.

Management estimates that IPO proceeds plus existing liquid resources will fund operations into the second half of 2028. This outlook depends on assumptions that may prove incorrect, and spending could increase because of clinical progress, trial or preclinical costs, collaborations, or unforeseen needs. Available funds will not be sufficient to complete ASPIRO, the planned Phase 3 trial, or development of sasineprocel or other product candidates. ASPE therefore expects to require additional financing to advance its candidates through clinical trials, regulatory approval, and commercialization. Potential sources include equity or debt financing, collaborations, licenses, or other arrangements; funding may not be available when needed or on favorable terms.

ASPE has never declared or paid cash dividends and does not expect to do so in the foreseeable future. It expects to retain any future earnings to fund operations. Any future change in dividend policy would be at the board’s discretion, taking into account the company’s financial condition, operating results, capital needs, business prospects, and other factors, and would remain subject to applicable law and restrictions in any future financing instruments.

Capitalization and offering

As of June 30, 2026, the company had $72.377M of cash, cash equivalents and marketable securities, alongside $338.808M of convertible preferred stock and a $251.073M stockholders’ deficit. Conversion of the preferred stock and the Note Forgiveness eliminate the preferred-stock balance; the planned IPO would further increase cash and equity.

The company plans to issue 9,375,000 shares at $15.00 per share, generating $140.625M of gross proceeds. After underwriting discounts, commissions and estimated offering expenses, cash and marketable securities increase by $125.781M to $198.158M.

Pro forma share count and equity accounts

The preferred-stock conversion results in 17,971,324 common shares; the pro forma share count also includes 622,707 common shares treated as outstanding in connection with the Note Forgiveness. Together, these adjustments produce 19,703,600 pro forma common shares outstanding.

Potential dilution

The 29,078,600 pro forma as-adjusted common shares exclude securities and reserved shares that could add to dilution:

• 3,043,497 outstanding 2018 Plan options, with a $6.75 weighted-average exercise price, and 27,314 options granted after June 30, 2026, at $9.79.
• A warrant for 17,778 shares at $7.71.
• Future-issuance reserves of 6,799,243 shares under the 2026 Equity Incentive Plan, 872,358 under the Executive Chair Reserve, and 290,786 under the 2026 Employee Stock Purchase Plan. The 2026 plan and ESPP reserves are also subject to automatic increases.

Net tangible book value and IPO dilution

At June 30, 2026, historical net tangible book value was negative. The assumed preferred-stock conversion and Note Forgiveness would change it to positive before the IPO; the offering would increase it further, but investors buying at the IPO price would experience immediate dilution.

The historical per-share calculation used 1,109,569 common shares outstanding; the filing also reports 1,732,276 shares issued. The pre-offering pro forma calculation assumes automatic conversion of preferred stock into 17,971,324 common shares and includes 622,707 shares treated as outstanding in connection with the Note Forgiveness.

The base offering comprises 9,375,000 shares at $15.00 per share, or $140.625 million of gross proceeds before underwriting discounts, commissions, and offering expenses. After those costs, pro forma as-adjusted net tangible book value is approximately $213.5 million.

Ownership and consideration

If the underwriters exercise their option in full, new investors would hold 10,781,250 shares, or approximately 35% of post-offering shares, and existing holders’ ownership would fall to approximately 65%.

Potential additional dilution

The offering share count excludes outstanding equity awards and shares reserved for future issuance:

Automatic reserve increases may also apply. Exercise of outstanding awards, future equity awards, or additional equity or convertible-security issuances could further dilute investors.

Business and development

Aspen Neuroscience is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies. Its lead candidate, sasineprocel, is a single-dose cell therapy for Parkinson’s disease; the company expects to begin a Phase 3 registrational trial. It has not generated revenue and does not expect product revenue unless it completes development and obtains regulatory approval. Development, regulatory, and commercialization outcomes and timing remain uncertain.

Financial performance

Amounts in millions; expenses shown as positive amounts.

R&D spending rose mainly because of sasineprocel development and production costs and higher personnel costs. In H1 2026, the increase included $4.050 million more cell-therapy development and production costs, $2.166 million more salaries, bonuses and benefits, and $0.715 million more stock-based compensation. Nearly all non-personnel R&D costs in both H1 periods related to sasineprocel. G&A declined in FY2025, partly because earlier stock-based compensation grants had vested or been forfeited.

Other income and expense shifted from $4.901 million of income in FY2024 to $2.751 million of expense in FY2025. FY2025 included $1.793 million of interest income, down from $4.397 million, and a $4.544 million other loss, primarily from a fair-value decline in the Cell X Convertible Note. In H1 2026, other income was $1.672 million, compared with $0.873 million of expense in H1 2025; interest income was $1.670 million versus $0.858 million, and the note’s fair-value change was $2,000 of income versus $1.731 million of loss.

Cash flow and liquidity

FY2025 investing cash flow included $47.5 million of marketable-security maturities, offset by $33.6 million of security purchases and $9.7 million of property and equipment purchases. H1 2026 investing outflows included $55.6 million of security purchases and $3.8 million of property and equipment purchases, partly offset by $33.8 million of maturities. H1 financing outflows primarily reflected $0.8 million of deferred costs for the planned offering.

Cash, cash equivalents and marketable securities were $72.4 million at June 30, 2026, down from $110.7 million at December 31, 2025. The company has raised approximately $340 million gross from preferred-stock sales since inception; its October–November 2025 sale of 76,173,492 Series C shares at $1.5179 per share generated approximately $115.6 million gross. Management said available resources alone were insufficient for operating and capital needs over the 12 months following issuance of the unaudited financial statements, raising substantial doubt about the company’s ability to continue as a going concern. Including estimated net proceeds from the offering, management projected funding into the second half of 2028, subject to uncertain assumptions. Even with the offering, funds would not suffice to complete the ASPIRO Phase 1/2a trial, the planned Phase 3 trial—which the company intends to start before ASPIRO concludes—or development of sasineprocel and other candidates. Additional capital will be needed; financing may dilute shareholders, impose restrictive covenants, or require surrendering valuable rights. Inadequate funding could delay, reduce, or terminate programs or operations.

The company expects continued losses and negative operating cash flow, with substantial future spending on clinical development, headcount, intellectual property, regulatory and public-company costs, and potential commercialization. Its accumulated deficit was $264.9 million at June 30, 2026.

Development funding, technology and commitments

Sasineprocel manufacturing depends on licensed iPSC technology. The TSRI license carries a 1.0% royalty on future net sales, sublicense-revenue sharing, and diligence requirements; missed benchmarks may permit termination, narrower rights, or conversion to nonexclusive rights. The AJ license includes low-single-digit royalties and remaining development milestones of up to $135,000, plus up to $1.1 million tied to sales thresholds. The Sumitomo license initially covers the U.S. and Canada, with paid options for certain European and Asian countries; it includes annual fees, potential development and sales milestones, and low-single-digit royalties. Following Sumitomo’s reorganization, rights and obligations transferred to RACTHERA.

In August 2026, an amended Cell X agreement replaced the prior collaboration with technology transfer and support. Aspen received exclusive worldwide rights for Parkinson’s disease and leukodystrophies and nonexclusive rights for other autologous indications. There are no product royalties, but development and regulatory milestones may total approximately $8.8 million. Cell X technology is used to manufacture sasineprocel, making successful transfer and continued access important. The related secured convertible note had $5.0 million original principal and 8% simple annual interest; its fair value fell from $5.5 million at December 31, 2024 to $0.9 million at December 31, 2025 and remained $0.9 million at June 30, 2026. An August 2026 side letter provided for a conditional extension to March 31, 2028 and release of the security.

Also in August 2026, Aspen obtained direct Cleveland Clinic Foundation licenses to technology underlying the Cell X platform. The licenses carry fixed minimum annual payments of $140,000 starting in 2026 and up to approximately $6.1 million in milestones, but no percentage-of-sales royalty.

A $8.0 million CIRM award co-sponsors the sasineprocel Phase 1/2a study. Aspen offsets qualifying R&D costs against the award; after the award period it may repay the award or retain it in exchange for low-single-digit royalties until cumulative payments equal nine times the award. H1 2026 R&D offsets were $0.9 million, versus $1.0 million in H1 2025; no award-related deferred liability remained at June 30, 2026.

At that date, $12.0 million of stock-based compensation remained unrecognized, expected to be recorded over a weighted-average 3.2 years. Expense was $2.517 million in FY2025 versus $2.707 million in FY2024, and $2.483 million in H1 2026 versus $1.220 million in H1 2025. Fair-value estimates rely on judgmental Black-Scholes assumptions and, before public trading, valuation methods incorporating IPO and stay-private scenarios.

Other risks and disclosures

Existing operating-lease minimum payments totaled $11.6 million at June 30, 2026. A new La Jolla lease signed in August covers approximately 48,696 square feet for July 2027–March 2035, with aggregate base rent of approximately $20.2 million net of abatements. The company reported no off-balance-sheet arrangements. It elected emerging-growth-company accounting and auditor-attestation exemptions, and may use scaled disclosures while eligible. Foreign-currency exposure from overseas vendors is unhedged but has had negligible operating impact; interest-rate and inflation effects were described as limited to date.

Business overview and market opportunity

Aspen Neuroscience is a clinical-stage regenerative-medicine company developing sasineprocel (ANPD001), a single-dose, autologous induced pluripotent stem cell (iPSC)-derived dopamine-neuron precursor therapy intended to replace dopamine neurons lost to Parkinson’s disease (PD) and restore neural circuitry. Aspen has raised approximately $347 million since inception from life-sciences investors and a CIRM grant; this section provides no company financial results.

PD affects more than 1 million people in the U.S. and more than 10 million globally. Global prevalence doubled over the past 25 years and is projected to reach 25.2 million by 2050, 112% above 2021. Existing dopamine-replacement therapies manage symptoms but do not replace neurons or slow degeneration; deep brain stimulation may help some motor symptoms but has not been shown to slow disease progression. Aspen estimates approximately 300,000 U.S. patients are refractory to drug therapy, with about half potentially eligible for cell-replacement surgery.

Aspen positions autologous cells as a potential way to reduce immune rejection and avoid the prolonged immunosuppression that may accompany allogeneic cell therapies. These proposed advantages—and any disease-modifying benefit—are not established comparative clinical outcomes.

ASPIRO trial: early safety and efficacy signals

ASPIRO is an open-label, first-in-human Phase 1/2a trial of bilateral putaminal administration in sporadic PD. As of the August 18, 2026 data cutoff, 15 patients had been dosed: seven at low dose and eight at high dose. Twelve patients in the first three cohorts had at least one follow-up assessment at six months or later. Enrollment has begun for a genetic-PD cohort intended to include LRRK2 and GBA1 mutations.

Treatment was generally well tolerated. Across 15 patients, 72 treatment-emergent adverse events (TEAEs) were reported, mostly mild to moderate and primarily surgery-related. One event, myoclonus, was considered possibly related to sasineprocel, with sertraline also identified as a possible cause. No graft-induced dyskinesia, graft rejection, clinically significant postoperative hemorrhage, or immunosuppression-related events were reported. Two patients had intracranial hemorrhages that required no surgery. One patient experienced serious procedure-related events—neck swelling and dysphagia following prone-position intubation, and an ischemic stroke attributed to preoperative interruption of anticoagulants.

Reported exploratory outcomes include:

The company also reported improvement in MDS-UPDRS Part II ON in the low-dose cohort. It says Good On time and MDS-UPDRS Part III OFF changes exceeded management-defined clinically meaningful benchmarks at 18 months in both dose cohorts and at 24 months in the low-dose cohort. The benchmarks are not independently validated or discussed with the FDA. LEDD reductions were seen in two, three, three and three low-dose patients at 6, 12, 18 and 24 months, respectively; in the high-dose cohort, reductions were seen in three of eight at 6 months, two of four at 12 months and three of four at 18 months. Some patients also increased dosage.

These are preliminary, uncontrolled observations from small cohorts with varying follow-up; only four low-dose patients contributed to 24-month results. The PET findings and functional changes are company-interpreted signals, not proof of efficacy, engraftment or durable benefit. Aspen expects additional long-term ASPIRO data in the first half of 2028.

Development, manufacturing and execution

After FDA feedback, Aspen plans to collect Phase 3 natural-history information and skin biopsies by year-end 2026, with dosing targeted for the second half of 2027. Preliminary plans contemplate one sham-controlled registrational study with an 18-month primary endpoint, subject to further FDA alignment. Long-term safety follow-up is planned for 15 years. Sasineprocel has FDA RMAT and Fast Track designations, which do not ensure approval or faster review. FDA previously placed the IND on clinical hold over inadequate syringe information, delaying clearance from January to August 2023; delivery-device and supplier issues also delayed dosing. Aspen lacks a redundant source for all required trial materials and components.

The patient-specific process takes approximately three weeks for skin-to-fibroblast, eight weeks for fibroblast-to-iPSC and five weeks for iPSC-to-dopamine-neuron precursor production, plus typically four to five weeks of QC testing. The first two ASPIRO cohorts used dose-prep product requiring three to four hours of processing at or near the treatment site. Four Cohort 3 patients received a thaw-and-inject formulation, requiring approximately 25 minutes to thaw and load the device and potentially enabling treatment at sites without cell-processing facilities.

Aspen is developing automated manufacturing using Cell X and Mytos systems, aiming to reduce manual labor by more than 90%. Its approximately 5,000-square-foot modular cleanroom template is designed to support hundreds of patients annually per module. The automated process is expected to be ready in early 2027, but requires validation and an FDA IND amendment before clinical use. Manufacturing consistency, scale, cost, individualized production and supplier dependence remain material execution risks.

Pipeline, intellectual property and commercialization

Aspen’s second program targets pediatric leukodystrophies with autologous, gene-corrected iPSC-derived microglia precursors; IND-enabling studies are expected to begin in the second half of 2027, subject to successful development. The company reports worldwide commercial rights to its programs and is open to partnerships, but has no full commercial organization or distribution capabilities. Sasineprocel would compete with established PD treatments and developing cell and gene therapies.

As of October 2026, Aspen reported five granted U.S. patents, 15 granted international patents and approximately 69 pending applications across 16 patent families. Relevant patents and applications, if granted, generally extend to 2041–2046; one manufacturing patent expires in 2030. Licensed foundational technologies involve fees, milestones and, for certain licenses, low-single-digit sales royalties. Loss of key licenses or limits on patent protection could impair development or commercialization.

Other operating and commercial considerations

Commercialization depends on FDA biologics approval and potentially coordinated device review, as well as payer coverage and adequate reimbursement. Pricing controls, rebates, utilization restrictions, evolving federal and state policies, and competition could constrain access and net revenue. Post-approval obligations may include ongoing safety monitoring, manufacturing inspections or restricted distribution. Aspen also faces healthcare compliance and changing U.S. and foreign privacy-law requirements.

At June 30, 2026, Aspen had 120 full-time employees, including 88 in R&D and 28 employees with M.D. or Ph.D. degrees. It leases approximately 31,000 square feet of San Diego laboratory and office space and, in August 2026, entered a lease for approximately 49,000 square feet beginning July 2027, with an initial 93-month term. Its separate approximately 22,000-square-foot GMP manufacturing facility is leased through July 31, 2032. The company reported no current material legal proceedings.

Leadership and board

As of September 30, 2026, Aspen’s CEO was Damien McDevitt, who has held the role since January 2021. Faheem Hasnain became Executive Chairman in August 2026; Jeffrey Boerneke became General Counsel and Secretary in May 2026; and Lisa Johnson-Pratt became Sasineprocel Development Lead and Chief Commercial Officer in January 2026. Dalen Meeter has served as CFO since March 2025. The leadership team brings experience across biotechnology management, drug development, cell therapy, manufacturing, finance, regulatory affairs, and commercialization.

The board has eight members. McDevitt and Hasnain are its only non-independent directors, based on their executive roles. The CEO and Executive Chairman positions are separate; the company considers this arrangement appropriate for balancing day-to-day leadership with board oversight and plans to review it periodically.

Following the offering, directors will serve staggered three-year terms in three classes. Directors may be removed only for cause by holders of at least two-thirds of the outstanding voting stock. The company cautions that the classified board could delay or prevent changes in board composition or a change of control. The board alone may change the authorized number of directors, with new seats allocated among classes as evenly as practicable.

Board oversight and committees

The full board oversees operational, financial, legal, regulatory, strategic, and reputational risks, receiving reports from committees and senior management; significant strategic risks are considered by the full board. The audit committee reviews liquidity and operations, oversees financial-risk management, and considers risk, loss-prevention, and regulatory-compliance policies. The compensation committee assesses whether compensation practices could encourage excessive risk-taking. The nominating and corporate governance committee oversees risks related to board independence, disclosure practices, and conflicts of interest.

• Audit committee: Andrew Spaventa (chair), Douglas Fisher, and Caryn Peterson. The board determined all members meet applicable independence requirements; Spaventa is an SEC-defined audit committee financial expert. The committee oversees auditor selection and independence, financial-statement and audit review, whistleblower procedures, related-party transactions, risk policies, and auditor-reported internal-control matters.
• Compensation committee: Thomas Daniel, M.D. (chair), Cindy Perettie, and Peter Thompson, M.D. The board determined all are independent, non-employee directors. The committee oversees executive and director compensation, incentive and equity plans, compensation-related risk, and compensation philosophy.
• Nominating and corporate governance committee: Caryn Peterson (chair) and Thomas Daniel, M.D., both determined independent. The committee oversees director nominations, board composition and performance, and governance practices.
• Research and development committee: Thomas Daniel, M.D. (chair), Caryn Peterson, and Peter Thompson, M.D. The committee advises on R&D priorities, scientific strategy and development milestones; clinical and preclinical design and regulatory strategy, including engagement with the FDA and foreign regulators; and the scientific merit of licensing or acquisition opportunities and relevant emerging technologies.

The written charters for the three standing committees were to become effective before completion of the offering. The company’s written code of ethics and business conduct, applicable to directors, officers, and employees, including senior financial and accounting officers, was to become effective upon the offering’s close.

Executive compensation and incentives

2025 named-executive compensation was weighted toward stock options, whose reported values are ASC 718 grant-date fair values—not cash received or realized value.

Meeter joined March 10, 2025, so his salary reflects a partial year. Effective that date, McDevitt’s and Raineri’s annual salaries rose from $593,450 to $615,111 and from $415,415 to $430,370, respectively; Meeter’s annual salary was set at $430,000 on joining. Effective March 10, 2026, annual salaries were $636,640 for McDevitt, $445,050 for Meeter and $445,443 for Raineri. Target bonuses are 50% of base salary for McDevitt and 40% for each of the other executives.

2025 bonuses reflected corporate goals including development of sasineprocel, automated manufacturing, pipeline strategy, financing, risk mitigation and employee engagement. The board assessed corporate goal achievement at 109% of target; Meeter and Raineri also received above-target individual performance assessments, while McDevitt’s bonus depended solely on corporate performance. All three executives received above-target payouts, paid in March 2026.

November 2025 option grants, with a $5.74 exercise price and ten-year term, covered 387,063 shares for McDevitt, 88,543 for Meeter and 80,954 for Raineri. Meeter also received 101,193 options on joining and 34,405 options in connection with the Series C financing. At year-end, McDevitt also held 168,117 exercisable and 28,703 unexercisable options from a 2024 grant. His two 2021 purchased-share awards each covered approximately 46,803–46,804 shares and had reported unvested market values of $407,186 and $407,195, using an estimated $8.70 per share; the shares remain subject to company repurchase rights tied to service or transaction milestones.

In August 2026, the company forgave approximately $2,114,989.07 of principal and accrued interest on McDevitt’s option-exercise notes. In return, he extended vesting of his November 2025 option from four to six years and agreed that offering-related refresh or top-up awards would also vest over six years; the agreement also amended acceleration terms. In September 2026, the company forgave approximately $212,928 for Hasnain and $30,550 for Spaventa on share-purchase notes. Their remaining unvested November 2025 options—41,489 shares for Hasnain and 19,226 for Spaventa—were moved from four- to six-year vesting. Hasnain also agreed to six-year vesting for offering-related refresh or top-up awards.

Severance and Executive Chair agreement

The company intends to adopt an Officer Severance and Change in Control Plan in connection with the offering, replacing eligible officers’ existing arrangements. For qualifying termination outside a change-in-control window, salary continuation is 12 months for the CEO, nine months for Tier II C-suite officers and six months for Tier III officers, plus corresponding COBRA premiums; the CEO also receives 100% of target bonus. Meeter additionally qualifies for a pro-rata target bonus and nine months’ accelerated vesting on specified 2025 options. For qualifying termination from three months before through 12 months after a change in control, benefits include 18 months’ salary plus 150% of target bonus for the CEO, 12 months plus 100% for Tier II, and nine months plus 75% for Tier III, along with COBRA coverage and full equity vesting. McDevitt has a separate change-in-control provision for pre-offering unvested equity, subject to continued service; post-offering awards are excluded. Benefits are subject to release conditions, clawback policies and applicable Section 280G/4999 cutbacks. The company intends to adopt a Nasdaq/Dodd-Frank-compliant recovery policy upon offering completion.

Under an agreement effective August 3, 2026, Executive Chair Faheem Hasnain receives a $300,000 annual salary and a discretionary cash bonus targeted at 55% of salary. If the offering closes by December 31, 2026, he may receive fully vested RSUs each based on 1% of fully diluted shares immediately after the offering: one upon offering completion, settled in 2027; a second-anniversary award; and additional awards if the 90-day average share price reaches 200% of the offering price before the second anniversary, 600% before the third, or 800% before the fourth. The second-anniversary and price-trigger awards are reduced by shares whose then-current fair value does not exceed their offering-date value. These awards create potentially substantial dilution, contingent on offering completion, continued employment and, for three awards, significant share-price appreciation. Change-in-control and termination-without-cause provisions provide for certain otherwise ungranted awards or cash equivalents, subject to conditions and limits against duplicate benefits.

Equity plans and director compensation

The 2026 Stock Plan, approved in October 2026 and effective upon execution of the offering underwriting agreement, succeeds the 2018 Stock Plan; outstanding 2018 Plan awards remain governed by that plan. The 2026 Plan’s initial reserve is up to 6,799,243 shares—3,634,825 new shares plus up to 3,164,418 returning 2018 Plan shares. From January 1, 2027 through January 1, 2036, the reserve increases annually by 5% of common shares outstanding plus shares issuable on outstanding pre-funded warrants at the preceding year-end, unless the board sets a lower amount. A separate, non-transferable reserve of 872,358 shares is dedicated to Hasnain awards; unused shares are cancelled. The 2018 Plan’s maximum reserve is 4,264,902 shares.

The October 2026 Employee Stock Purchase Plan initially reserves 290,786 shares, with annual increases capped at the lesser of 1% of specified year-end shares, 436,179 shares or a board-determined amount. Eligible employees generally may buy shares at 85% of the lower of offering-date or purchase-date fair value, subject to a $25,000 annual purchase-right limit and a 5% ownership restriction. Non-employee director awards are capped at $750,000 per year, or $1,000,000 in the year of initial appointment or election.

These option values are ASC 718 accounting costs, not cash received or realized economic value. From January 1, 2026, annual cash retainers rose to $40,000 for Daniel, Spaventa and Peterson, and $60,000 for Hasnain. The planned post-offering policy sets retainers of $40,000 for non-employee directors and $70,000 for a non-employee chair, plus committee fees. New directors are to receive 23,500-share options vesting monthly over 36 months; continuing directors are to receive annual 11,750-share options vesting at the earlier of one year or the next annual meeting. Director awards accelerate on a change in control, subject to continued service. McDevitt received no additional director compensation in 2025; Thompson, Perettie and Fisher received none. Named executives had no company-sponsored nonqualified deferred-compensation or defined-benefit pension benefits in 2025.

Related-party transactions

Series C financing

In October–November 2025, the company sold 76,173,492 shares of Series C convertible preferred stock at $1.5179 per share, generating approximately $115.6 million in gross proceeds. The preferred shares, including those held by related parties, are to convert into common stock immediately before the offering, with conversion ratios adjusted proportionally.

Purchases by major holders and entities affiliated with directors or officers included:

OrbiMed and ARCH are associated with directors Peter Thompson and Thomas Daniel, respectively.

Insider notes and equity arrangements

The company entered into several arrangements involving early-exercise promissory notes and insider equity:

• In August 2024, former CFO Kameel Farag sold 50,293 shares that he had early-exercised using a promissory note and repaid the approximately $0.2 million outstanding balance.
• In December 2024, the company repurchased 196,821 shares from CEO Damien McDevitt for $1.6 million, applying the proceeds to cancel principal and interest on his early-exercise note. It concurrently granted him 196,820 new awards with the same vesting terms.
• In August 2026, the company forgave approximately $2.1 million of principal and accrued interest on three McDevitt notes related to early-exercise options covering 561,646 underlying shares. McDevitt agreed to extend the vesting period for 387,063 remaining unvested options under his November 2025 grant from four to six years.
• In September 2026, the company forgave notes related to early-exercised options for Faheem Hasnain ($212,928, covering 53,314 shares) and Andrew Spaventa ($30,550, covering 7,747 shares). Each agreed to extend vesting of remaining unvested November 2025 option grants—from four to six years—for 41,489 shares for Hasnain and 19,226 shares for Spaventa.

The 2026 arrangements exchange forgiveness of insider debt for longer vesting schedules.

Employment of executives’ family members

CEO McDevitt’s son joined the company as a Transformational Business Analyst on December 10, 2025. His 2025 compensation, including pre-hire consulting fees and the grant-date fair value of options, was approximately $91,000; approximately $142,000 was expected for FY2026.

The daughter of Sasineprocel Development Lead and Chief Commercial Officer Johnson-Pratt joined as a Scientific Communications Manager on December 1, 2025. Her corresponding 2025 compensation was approximately $52,000, with approximately $161,000 expected for FY2026. The company said both employees’ compensation was benchmarked against internal pay equity for comparable non-related employees and that they were eligible for equity awards on comparable terms.

Investor rights and oversight

The Investors’ Rights, Voting, and Right of First Refusal and Co-Sale agreements were amended and restated in October 2025. Upon completion of the offering, most investor rights and the voting and ROFR/co-sale agreements terminate; registration rights continue for five years after the offering. The voting agreement had governed director selection, including preferred-stock holder designees, who remain in office until resignation, removal, or replacement under post-offering arrangements. The company also has indemnification agreements with directors and executive officers and maintains directors’ and officers’ insurance.

A written related-person transaction policy is to take effect only upon closing of the offering. It applies to transactions exceeding the lesser of $120,000 or 1% of average year-end total assets for the two most recent fiscal years; the audit committee will review relevant facts, including whether terms are comparable to an arm’s-length transaction. All transactions described above occurred before the policy’s adoption, making post-offering oversight relevant to the company’s insider financing, equity, employment, and governance arrangements.

Beneficial ownership and offering dilution

As of September 15, 2026, beneficial ownership percentages were calculated using 19,727,905 common shares outstanding, including 17,971,324 shares resulting from the automatic conversion of all preferred stock immediately before the offering. Assuming no exercise of the underwriters’ option, the offering would increase shares outstanding by 9,375,000, to 29,102,905 shares—an increase of approximately 47.5%. The underwriters may purchase an additional 1,406,250 shares under their option. The ownership table excludes any offering purchases by the listed holders.

The larger post-offering share base lowers the reported ownership percentages of all listed holders. Frazier Life Sciences, Q Healthcare / Qatar Investment Authority, Abu Dhabi Investment Authority, and Medical Excellence Capital would each fall below 5%.

Officers and directors

The group’s holdings include 3,624,143 shares beneficially owned and 712,206 shares subject to options exercisable within 60 days. McDevitt’s reported holdings include options and shares subject to performance-based vesting conditions. Director Peter A. Thompson’s reported 2,589,132 shares are held through OrbiMed and overlap with OrbiMed’s reported ownership; they should not be added to it.

Beneficial ownership includes voting or investment power and, for relevant individuals, shares subject to options or other rights exercisable or vesting within 60 days. Such shares are counted in the relevant holder’s percentage, but not in other holders’ percentages.

Capitalization and potential dilution

As of June 30, 2026, ASPE had 19,703,600 common shares outstanding, including shares expected to be issued upon conversion of preferred stock and shares treated as outstanding in connection with the Note Forgiveness. Assuming the offering issues 9,375,000 shares, basic common shares outstanding at closing would be 29,078,600, before options and warrants.

The options’ exercise prices and award values are not specified here. The warrants comprise 13,333 issued in 2022 and 4,445 issued in 2024; both groups have a $7.71-per-share exercise price, ten-year terms and a net-exercise feature. The shares were held of record by 127 stockholders.

After the preferred-stock conversion, no preferred shares are expected to remain outstanding. ASPE will be authorized to issue 500,000,000 common shares and 10,000,000 preferred shares. The board may issue preferred stock in one or more series without further stockholder approval and may set each series’ voting and economic rights.

Registration rights and common-stock rights

Holders of 18,956,358 shares—including shares from preferred-stock conversion and 985,034 shares held by certain key holders—will have registration rights after the offering, creating potential resale supply. Holders of at least 35% of registrable securities may request Form S-1 registration during the six months after the registration statement becomes effective, subject to a $10.0 million minimum offering value net of selling expenses. Once eligible to use Form S-3, holders of at least 20% may request registration with a $1.0 million minimum anticipated offering value net of expenses.

The board may decline a registration if it determines in good faith that it would be materially detrimental, and underwriters may limit the number of shares included. Holders generally have piggyback rights in later registrations. ASPE bears most registration expenses; specified selling costs are excluded, and selling-holder counsel fees are capped at $50,000. Registration rights end upon specified transactions, five years after the offering, or when a holder can sell all its shares under Rule 144 or a similar exemption without limitation during a three-month period.

Common stock carries one vote per share, with no cumulative voting; holders of a majority of voting shares can elect all directors standing for election. Dividends, if declared, and liquidation distributions are subject to preferred-stock priorities and other applicable rights. Common holders have no preemptive, conversion, redemption or subscription rights.

Governance, takeover provisions and other terms

The charter and bylaws establish several potential takeover defenses: a three-class board with staggered three-year terms; director removal only for cause and with at least two-thirds of total voting power; no stockholder action by written consent; special meetings callable only by specified officers or by board resolution adopted by a majority; and advance-notice requirements for nominations and proposals. Amending most of these provisions requires approval by at least 66⅔% of total voting power. Delaware Section 203 generally restricts business combinations with interested stockholders owning 15% or more for three years, absent prescribed approval or an exception.

ASPE says these provisions are intended to strengthen its negotiating position, but they may deter or delay a change of control, including a transaction offering a premium to market price. The board’s authority to issue up to 10,000,000 undesignated preferred shares with board-selected rights could also impede a takeover and dilute existing holders.

The charter selects Delaware state courts for specified internal-affairs and derivative claims and federal district courts for Securities Act and Exchange Act claims, subject to enforceability limits; similar forum provisions have been challenged. The charter limits directors’ and officers’ monetary liability to the extent permitted by law, subject to statutory exceptions, including breaches of loyalty, bad faith or intentional misconduct, unlawful dividends or repurchases, and improper personal benefits. The bylaws provide broad indemnification. ASPE’s common stock has been approved for listing on the Nasdaq Global Select Market under ticker ASPE.

Shares Eligible for Future Sale

After the offering, the company expects to have 29,078,600 shares outstanding, assuming the issuance of 9,375,000 offering shares and conversion of 17,971,324 preferred shares, with no exercise of the underwriters’ option or outstanding options. The 9,375,000 offering shares are expected to be freely tradable, except for shares held by affiliates. The remaining 19,703,600 shares—about 67.7% of post-offering shares—will be restricted securities.

Substantially all restricted shares are expected to be subject to a 180-day lock-up. When it expires, a significant number of shares may become eligible for sale, creating potential resale pressure and downside risk to the stock price. The company had no public market before the offering. Although its Nasdaq listing has been approved, it cannot assure that an active trading market will develop.

After closing, holders of registration rights covering 18,956,358 shares may require the company to register those shares. This includes all 17,971,324 shares issued upon conversion of preferred stock and 985,034 shares held by certain key holders. Once a registration statement is effective, registered shares may become freely tradable, subject to affiliate restrictions and the lock-up. The company also expects to file Form S-8 registration statements shortly after the prospectus for shares under its equity incentive and employee stock purchase plans, which could facilitate resales subject to applicable affiliate rules and lock-ups.

Under Rule 144, qualifying affiliates may begin resales 90 days after the registration statement becomes effective, subject to holding-period, public-information, manner-of-sale and volume requirements. The affiliate volume limit is the greater of 1% of shares outstanding—approximately 290,786 shares immediately after the offering—or average weekly trading volume over the preceding four weeks. Qualifying non-affiliates may resell after six months subject to current-information requirements, or after one year without Rule 144 restrictions. Rule 701 shares may generally become eligible for resale after 90 days, although substantially all are also subject to lock-ups.

Certain officers, directors and significant stockholders may adopt Rule 10b5-1 trading plans after closing, but sales under those plans would not begin until the applicable lock-ups expire. Overall, the section highlights a sizeable potential post-IPO resale overhang—potentially increased by registration rights and future equity-plan registrations—alongside uncertainty about the trading market for the newly public shares.

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

The company does not anticipate paying cash dividends in the foreseeable future. If it makes distributions, they generally are treated as dividends for U.S. federal income tax purposes to the extent of current or accumulated earnings and profits. Any excess is generally treated as a return of capital, reducing the holder’s tax basis to zero; further excess generally is treated as capital gain.

Dividends

Dividends paid to Non-U.S. Holders generally are subject to U.S. federal withholding tax at 30% of the gross amount, unless a lower tax treaty rate applies and the holder provides valid documentation supporting the reduced rate.

Dividends that are effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business generally are exempt from this withholding, but are taxed on a net basis at regular U.S. federal income tax rates. A corporate holder may also be subject to a 30% branch profits tax, which may be reduced by an applicable treaty.

Dispositions of stock

Gain from the sale or other taxable disposition of the company’s stock generally is not subject to U.S. federal income tax unless:

• The gain is effectively connected with the holder’s conduct of a U.S. trade or business;
• The holder is an individual present in the United States for at least 183 days in the taxable year and specified conditions apply; or
• The stock is a U.S. real property interest because the company is a U.S. real property holding corporation (USRPHC).

The company believes it currently is not, and does not anticipate becoming, a USRPHC, but cannot assure that it will not be one. USRPHC status depends on the relative fair market values of U.S. real property interests, non-U.S. real property interests, and other business assets. Even if the company were a USRPHC, qualifying holders who own no more than 5% of its stock may generally avoid U.S. tax on disposition gains if the stock is regularly traded on an established securities market.

FATCA, reporting and withholding

FATCA may impose 30% withholding on dividends paid to non-U.S. financial institutions and certain non-financial foreign entities that do not satisfy applicable diligence, reporting, certification, or exemption requirements. FATCA withholding generally currently applies to dividends. Proposed regulations eliminate FATCA withholding on gross sale proceeds, and taxpayers may generally rely on those proposed regulations pending final regulations; final rules could differ.

U.S.-related brokers may have information-reporting or backup-withholding obligations on disposition proceeds unless the holder provides valid documentation of non-U.S. status or establishes another exemption. Backup withholding is not an additional tax and may be recoverable as a refund or credit.

Scope and investor considerations

This discussion is limited to holders who treat the stock as a capital asset and does not address every investor’s circumstances or other tax regimes. Tax authorities or courts could interpret applicable law differently, including retroactively, and the company has not sought IRS rulings. Non-U.S. investors should consult their tax advisers about their individual circumstances, applicable treaties, FATCA, and tax laws in other jurisdictions.

Offering and underwriting

ASPE’s IPO consists of 9,375,000 shares at $15.00 per share. Underwriting discounts and commissions are $1.05 per share. The underwriters have a 30-day option to purchase up to 1,406,250 additional shares at the IPO price less discounts.

ASPE estimates other offering expenses of approximately $5.0 million and will reimburse up to $45,000 of the underwriters’ FINRA counsel fees.

Initial underwriter allocations are: Leerink Partners, 3,281,250 shares; Piper Sandler and Stifel, 2,343,750 shares each; UBS, 937,500 shares; and Oppenheimer, 468,750 shares. The underwriting agreement requires the underwriters to buy all offered shares if they purchase any, but permits reallocation of commitments or termination of the agreement if an underwriter defaults.

Listing, trading and offering risks

ASPE’s common stock was approved for listing on the Nasdaq Global Select Market under ticker ASPE. Because no public market existed, the $15.00 IPO price was negotiated with the underwriters using, among other factors, comparable-company valuation multiples, company financial information, business and industry prospects, development stage and expected revenue outlook. The filing cautions that an active trading market may not develop and that the shares could trade below the IPO price.

The company, its executives and directors, and substantially all existing security holders agreed to 180-day lockups, subject to limited exceptions and underwriter consent. Underwriters may engage in stabilization, short-covering and penalty-bid transactions that could support or maintain the share price, but they do not guarantee that they will undertake those activities or that they will affect the stock price.

Jurisdiction-specific selling restrictions

In Singapore, ASPE classifies the shares as “prescribed capital markets products” and “Excluded Investment Products” for purposes of applicable SFA and MAS notices. The filing also restricts transfers of shares acquired under an SFA Section 275 offer, subject to stated exceptions, including transfers to specified institutional or relevant persons, transfers for no consideration, and transfers permitted under specified SFA provisions or regulations.

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or another Swiss exchange or regulated trading facility. The offering materials have not been filed with or approved by Swiss authorities, and the offer is not supervised by FINMA or authorized under the Swiss Federal Act on Collective Investment Schemes. Consequently, protections under that Act for investors in collective investment schemes do not apply to purchasers of ASPE shares.

In Israel, the offering is directed only to a limited number of persons and to investors qualifying under the addendum to the Israeli Securities Law, primarily specified financial institutions and other qualified investors. Qualified investors must provide written confirmation that they meet the eligibility requirements and understand and accept them.

DLA Piper LLP (US), San Diego, California, will pass upon the validity of ASPE’s common shares offered. Latham & Watkins LLP will advise the underwriters on certain legal matters related to the offering.

Ernst & Young LLP audited ASPE’s financial statements as of December 31, 2025 and 2024, and for each of the two years ended December 31, 2025. The registration statement and prospectus include those financial statements in reliance on EY’s audit report. This section provides no financial metrics, details of the audit opinion, or identified business risks.

Where You Can Find More Information

Aspen Neuroscience filed a Form S-1 registration statement for the offering; the prospectus was not complete. Descriptions of contracts and other filed documents are qualified in their entirety by the full text of the relevant exhibits.

Before the offering, the company was not subject to the Exchange Act’s periodic and current reporting requirements. Upon closing of the offering, it became subject to those requirements and would file reports and proxy materials with the SEC. The filings would be available on SEC.gov and, as soon as reasonably practicable after filing or furnishing, free of charge on the company’s website. The website reference does not incorporate website content into the registration statement, and investors were cautioned not to rely on that content when making an investment decision.

Aspen Neuroscience (ASPE) — FY2025 financial statements

Aspen is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies, led by sasineprocel, an investigational dopamine-neuron precursor-cell replacement therapy for Parkinson’s disease. It has no commercial sales or established revenue base and depends on clinical progress, manufacturing expansion and external financing. The company reports one operating segment; management allocates resources by reviewing expenses and available cash and investments.

Consolidated results

Operating expenses increased 10.9%, driven by a 17.5% rise in R&D, while G&A declined 2.2%. The wider net loss also reflected lower interest income and a $4.552M fair-value loss on the Cell X convertible note, compared with a $0.496M fair-value gain in FY2024. The company has accumulated losses and negative operating cash flows since inception and expects continued losses.

Operating cash flow and funding

Financing included $115.353M of net proceeds from Series C preferred stock. Investing activities provided $4.197M, including $47.500M of marketable-security maturities and $33.613M of purchases. Management believed cash, cash equivalents and marketable securities would fund operations for at least 12 months from the FY2025 statements’ issuance; additional capital will be needed thereafter. Inability to raise funds on acceptable terms could require spending reductions or program suspensions.

Balance sheet and liquidity

Cash and cash equivalents plus marketable securities had estimated fair value of $110.699M at year-end 2025 ($110.686M amortized cost; $13K net unrealized gains), versus $57.682M fair value in 2024. Securities were primarily U.S. Treasuries ($23.891M fair value) and corporate fixed-income and asset-backed securities ($4.711M combined); $27.339M matured within one year. Gross property and equipment rose to $23.436M from $15.189M, including construction in progress of $8.645M versus $1.941M.

The company issued 76.173492M Series C preferred shares at $1.5179 per share in October–November 2025, generating approximately $115.6M gross proceeds. Preferred stock is temporary equity because certain redemption events are outside the company’s control; the $338.808M carrying value is outside stockholders’ deficit. Preferred holders have priority over common stock in dividends and liquidation, and shares may convert to common stock, including upon a qualifying IPO or specified holder approval.

Expenses, dilution and obligations

The Cell X note’s fair value fell to $0.944M from $5.496M. Its valuation relies on significant unobservable assumptions, including 2–3 years to liquidity, 72.5% volatility and a 26.6% discount rate. Its maturity was subsequently extended to April 13, 2026.

Options outstanding increased to 2,820,275 from 1,459,603; 1,057,766 were exercisable at year-end. Outstanding options had a $6.53 weighted-average exercise price, 8.54-year remaining term and $6.191M aggregate intrinsic value. Stock-based compensation was $2.517M versus $2.707M; unrecognized compensation cost was $12.4M, expected to be recognized over 3.2 years. Total potentially dilutive securities excluded from loss per share as anti-dilutive were 21,432,084 versus 12,388,897, including 17,971,324 preferred shares on an as-converted basis and 622,707 shares subject to promissory notes. The notes are non-recourse, bear 2% interest and are not recorded as assets; principal plus accrued interest was $2.3M.

Operating lease expense was $4.9M in both years. At December 31, 2025, lease liabilities were $11.201M ($3.532M current; $7.669M noncurrent), against $13.437M of future minimum payments. A loan facility expired undrawn in November 2025.

License obligations include low-single-digit royalties under the TSRI license; the AJ license has up to $135,000 in development milestones and $1.1M in sales milestones; and the Sumitomo sublicense has development milestones of up to ¥125.0M per product per region, sales milestones up to ¥1.85B per product, and royalties. The Cell X collaboration includes up to $30.5M in development milestones and $15.5M in additional license fees for certain indications. CIRM awarded up to $8.0M toward a Phase 1/2a sasineprocel study: $2.8M and $4.2M were recognized as R&D offsets in FY2025 and FY2024, respectively. The award may entail future royalties or repayment depending on its treatment and terms.

Taxes, risks and reporting

At year-end, gross deferred tax assets were $70.344M, offset by a $66.288M valuation allowance and $4.056M of deferred tax liabilities, leaving no net deferred tax asset; the allowance increased $18.0M in FY2025. Federal and state NOL carryforwards were approximately $161.5M and $194.5M, respectively. A future ownership change could limit their use; the company had not completed its Sections 382/383 analysis. OBBBA’s effects were reflected in FY2025 taxes.

The company reported a $228.340M accumulated deficit and substantial dependence on external funding. Cash and securities were concentrated at financial institutions, with deposits above federal insurance limits, though management reported no losses and no significant credit-risk concern. EY issued an unqualified opinion on the FY2025 and FY2024 financial statements; internal control effectiveness was not audited. A 1-for-9.8821 reverse stock split was effected October 23, 2026, with share and per-share amounts retrospectively adjusted in the statements.

Aspen Neuroscience, Inc. — H1 2026 financial statements

Aspen is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies, led by sasineprocel for Parkinson’s disease. It has one operating segment and no established commercial sales; its business and market potential remain unproven.

Consolidated results

Six months ended June 30; dollars in millions, except per-share data.

The widening loss primarily reflected higher R&D spending, including increased cell-therapy development and production costs. The prior-year other loss included a fair-value loss on the Cell X convertible note.

Cash flow and liquidity

H1 2026 investing cash flows included $55.571M of marketable-security purchases and $33.777M of maturities. At June 30, cash and cash equivalents were $21.287M and marketable securities were $51.090M, for combined cash and securities of $72.377M. Marketable securities were predominantly U.S. Treasuries; their fair value was $51.090M versus $51.132M amortized cost.

Management says available cash, cash equivalents and marketable securities are insufficient to fund operations for the 12 months after the statements’ issuance. Aspen has incurred losses and negative operating cash flows since inception, with an accumulated deficit of $264.886M, and expects continued losses as it advances its pipeline and expands manufacturing. The company concludes substantial doubt exists about its ability to continue as a going concern; additional financing is needed, and inability to obtain it could force significant spending cuts, including curtailing programs.

Balance sheet and capitalization

Convertible preferred stock, classified as temporary equity, had a $338.808M carrying amount and $339.712M aggregate liquidation preference at both dates. Preferred holders have liquidation priority over common holders, with Series C senior to other preferred classes. Common shares issued rose from 1,696,796 to 1,732,276; H1 option exercises added 35,480 shares. Preferred stock converts automatically upon a qualifying IPO (at least $30 per share and $50M gross proceeds) or specified preferred-holder approval.

Net property and equipment included $11.042M of construction in progress, up from $8.645M. H1 depreciation was $0.9M versus $0.8M, with no impairment losses in either period.

Development, valuation and potential dilution

H1 stock-based compensation expense was $2.483M versus $1.220M ($1.251M R&D and $1.232M G&A in H1 2026). Options outstanding increased to 3,043,497 from 2,820,275; 1,344,458 were exercisable. Outstanding options had a $6.75 weighted-average exercise price, an 8.25-year remaining term and $9.240M aggregate intrinsic value. H1 grants were 286,629 options, with $7.57 weighted-average grant-date fair value. A further $12.0M of compensation was unrecognized, expected to be expensed over 3.2 years; 44,106 plan shares remained available. Anti-dilutive securities totaled 21,655,306 shares at June 30, 2026 versus 12,395,883 a year earlier, including 17,971,324 preferred shares on an as-converted basis, options, note-related shares and lender warrants.

Aspen’s $5.0M Cell X convertible note bears 8% interest but was carried at $0.946M fair value at June 30, 2026. Its H1 fair-value change was a $0.002M gain versus a $1.7M loss in H1 2025. The Level 3 valuation uses probability-weighted scenarios, including 1.5–2.5 years to liquidity, 70% volatility and a 29.3% discount rate. The note maturity had been extended through June 10, 2026; it was neither called nor converted by the financial-statement issuance date.

CIRM awarded up to $8.0M to co-sponsor the Phase 1/2a sasineprocel study. Aspen recorded $0.9M and $1.0M as offsets to R&D expense in H1 2026 and H1 2025, respectively, with no award cash received in either period. The award is treated as R&D support repayable through potential royalties or under terms tied to development stage. A loan facility permitting an initial $15.0M borrowing and up to $25.0M in milestone-based tranches expired undrawn in November 2025.

Subsequent events and commitments

In August 2026, Aspen restructured its Cell X collaboration into a fee-for-service development and engineering arrangement, retaining licenses for Parkinson’s disease and leukodystrophies but removing the additional-indication option. Potential milestone and license payments decreased from up to $46.0M to up to $14.9M for retained indications; CCF-controlled IP is now licensed directly from CCF. A side letter contemplates extending the Cell X note maturity to March 31, 2028, subject to conditions not met by issuance.

Also in August, Aspen signed a 93-month lease for approximately 48,696 square feet of new La Jolla headquarters, running July 2027 through March 2035. The lease provides 23 months of base-rent abatement, with rent beginning July 2029; aggregate base rent is approximately $20.2M net of abatements, with allowances up to approximately $4.5M and a required letter of credit of approximately $0.4M. Its accounting impact remained under evaluation.

In August and September 2026, Aspen forgave CEO and director option-exercise notes totaling approximately $2.1M principal plus accrued interest. It expects $1.8M of incremental noncash stock-based compensation in Q3 2026; 529,100 related shares became issued and outstanding for accounting purposes, while 93,607 remain subject to performance vesting and forfeiture. On October 23, 2026, the company effected a 1-for-9.8821 reverse stock split; share and per-share figures in the statements were retrospectively adjusted.