ASPE Aspen Neuroscience, Inc. S-1/A amended IPO prospectus section summaries

Aspen Neuroscience, Inc. — Form S-1 Cover

Aspen Neuroscience, Inc. filed Amendment No. 2 to its Form S-1 on October 26, 2026, in connection with a planned initial public offering. The company is offering 9,375,000 common shares at an expected price of $15.00–$17.00 per share. The prospectus leaves the underwriting discounts and commissions, and the resulting proceeds to the company, blank; therefore, actual offering proceeds are not stated. Underwriters have a 30-day option to purchase up to 1,406,250 additional shares from the company at the IPO price, less discounts and commissions.

No public market existed for Aspen’s shares before the offering. A listing on the Nasdaq Global Select Market under the ticker ASPE is proposed and is a condition of the offering.

Aspen identifies itself as a non-accelerated filer, smaller reporting company, and emerging growth company, and has elected reduced public-company reporting requirements. The cover provides no operating or balance-sheet metrics, business-specific risks, or strategic developments beyond the planned IPO.

Company and lead program

Aspen Neuroscience is a clinical-stage regenerative-medicine biotechnology company developing autologous induced pluripotent stem cell (iPSC)-derived therapies for neurodegenerative disease. It has no commercialized products and reports no revenue; it has raised approximately $347 million since inception. Its lead candidate, sasineprocel, is a single-dose, patient-specific dopamine neuron precursor cell therapy intended to replace neurons lost to Parkinson’s disease (PD) and potentially provide durable, disease-modifying benefit.

In the open-label Phase 1/2a ASPIRO trial, 15 patients with mid-stage to moderately advanced sporadic PD had been dosed by August 18, 2026: seven at the low dose and eight at the high dose. Sasineprocel was generally well tolerated. The 72 treatment-emergent adverse events were mostly mild to moderate and commonly surgery-related; one case of myoclonus was possibly related to sasineprocel, with sertraline also considered a possible cause. One participant had two serious surgery-related adverse events. No graft-induced dyskinesias, graft rejection, clinically significant postoperative hemorrhages, or immunosuppression-related events were reported.

The company reports improvements in several secondary and exploratory measures, including Good On Time, MDS-UPDRS Part III OFF, MDS-UPDRS Part II ON, and PDQ-39. Some mean improvements exceeded company-assessed clinically meaningful change benchmarks at specified 18- and 24-month assessments. 18FDOPA PET scans showed increased uptake versus baseline at six, 12, and 18 months, which Aspen interprets as evidence of transplanted-cell survival, viability, and integration. LEDD reductions occurred in some patients, although increases also occurred. These findings are preliminary: the study is small and uncontrolled, and the benchmarks are management-defined, not independently validated or discussed with regulators.

Market, strategy, and development

Aspen cites more than one million people with PD in the U.S. and more than 10 million globally, with global prevalence roughly doubling over 25 years. Existing dopamine-replacement drugs are palliative and may lose effectiveness; deep brain stimulation can address some motor symptoms but has not been shown to slow disease progression. Aspen’s autologous approach is designed to avoid post-transplant immunosuppression and could potentially allow redosing, but these are proposed advantages, not established comparative benefits.

Sasineprocel has FDA Regenerative Medicine Advanced Therapy and Fast Track designations; neither guarantees faster review or approval. Aspen anticipates regulation as a combination product because administration involves drug-delivery devices. The company is enrolling an approximately three-to-six-patient genetic-PD cohort and, depending on results, expects to include sporadic and genetic PD patients in Phase 3. It anticipates beginning Phase 3 biopsy collection by year-end 2026 and dosing in the second half of 2027, subject to FDA feedback; further long-term ASPIRO data are expected in the first half of 2028. A second program targets pediatric leukodystrophies with gene-corrected autologous iPSC-derived microglia precursors; IND-enabling studies are expected to begin in the second half of 2027.

Manufacturing involves skin biopsy, iPSC reprogramming, and differentiation into dopamine neuron precursors, taking approximately three, eight, and five weeks, respectively, plus roughly four to five weeks for quality control. Aspen is developing an automated, modular platform intended to support hundreds of patients annually in an approximately 5,000-square-foot cleanroom. Scaling and reproducibility remain execution risks: patient-specific production can vary, and genomic instability or inconsistent differentiation could cause failures, delays, or quality and supply issues. The platform also depends on third-party licenses.

Financial results and balance sheet

For the six months ended June 30, 2026, R&D expense increased 36.7% to $28.454 million from $20.812 million; G&A expense was $9.764 million from $10.074 million. Total operating expenses and operating loss were $38.218 million from $30.886 million. Interest income was $1.670 million from $0.858 million; other income was $0.002 million versus a $1.731 million loss, producing total other income of $1.672 million versus a $0.873 million loss. Net loss increased 15.1% to $36.546 million from $31.759 million. Historical net loss per share was $33.39 versus $30.73; pro forma net loss per share was $1.86 versus $4.64, reflecting preferred-stock conversion and note-forgiveness share treatment.

For FY2025, R&D expense was $41.833 million from $35.593 million, and G&A was $17.472 million from $17.865 million. Total operating expenses and operating loss were $59.305 million from $53.458 million. Interest income was $1.793 million from $4.397 million; other income (loss) was a $4.544 million loss versus $0.504 million income, for total other loss of $2.751 million versus income of $4.901 million. Net loss widened 27.8% to $62.056 million from $48.557 million. Historical net loss per share was $59.43 versus $51.81. Pro forma FY2025 net loss per share was $4.64 and includes an estimated $1.8 million noncash stock-based compensation charge related to note forgiveness, expected to be recognized in Q3 2026; that charge is excluded from H1 2026 pro forma net loss.

At June 30, 2026, actual cash, cash equivalents and marketable securities were $72.377 million; working capital was $58.243 million; total assets were $110.275 million; total liabilities were $22.540 million; and stockholders’ deficit was $251.073 million. After pro forma conversion of preferred stock and note-forgiveness adjustments, cash remained $72.377 million, assets were $110.275 million, liabilities $22.540 million, and stockholders’ equity $87.735 million. The offering-adjusted illustration raises cash and assets to $206.877 million, working capital to $192.743 million, and equity to $222.235 million, with liabilities unchanged. Preferred stock of $338.808 million converts to permanent equity; accumulated deficit is $(264.886) million actual and $(266.709) million pro forma and adjusted. Goodwill and other intangible assets are not separately presented in the excerpt.

Offering, funding, and risks

Aspen is offering 9.375 million shares at an assumed $16.00 midpoint, with a 30-day underwriter option for 1.40625 million additional shares. Estimated net proceeds are $134.5 million, or $155.4 million if the option is fully exercised. Estimated post-offering shares outstanding are 29.0786 million, or 30.48485 million with full exercise. These figures assume preferred-stock conversion into 17,971,324 common shares, 622,707 shares associated with note forgiveness, and a 1-for-9.8821 reverse split; they exclude outstanding options and warrants. Potential additional dilution includes 3.043497 million existing options and shares reserved under equity and employee plans. Each $1.00 change in IPO price changes adjusted cash, working capital, assets, and equity by approximately $8.7 million; each 1.0 million-share change in offering size changes them by approximately $14.9 million, assuming a $16.00 price.

Proceeds and existing resources are intended to fund ASPIRO, initiation of sporadic- and genetic-PD Phase 3 trials, other R&D, and general corporate needs, including scalable manufacturing. Management has identified substantial doubt about Aspen’s ability to continue as a going concern. The company expects significant future losses and will need additional capital even after the offering; it may never generate revenue or reach profitability. Its prospects are highly dependent on sasineprocel and a lengthy, uncertain clinical and regulatory path, alongside manufacturing, enrollment, third-party dependency, intellectual-property, and market-acceptance risks.

Risk factors

Development, clinical and regulatory execution

ASPE has no approved products or product-sales revenue. Its prospects are concentrated in sasineprocel, an autologous iPSC-derived cell-replacement therapy for Parkinson’s disease (PD); its other microglia programs remain preclinical. Sasineprocel is intended to replace lost dopamine neurons, but its ability to slow or halt PD progression or improve symptoms is unproven, and no FDA-approved therapy has been shown to stop PD neurodegeneration.

The ongoing Phase 1/2a ASPIRO trial is open-label and uncontrolled, so patient and investigator expectations may influence results, and interim findings may not predict controlled or later-stage outcomes. The planned Phase 3 trial may involve sham surgery, creating blinding and operational challenges. ASPE has not run a pivotal trial or prepared a biologics license application (BLA); FDA feedback, required trial design and evidence, review timing, and eventual approval remain uncertain. Fast Track and RMAT designations do not guarantee faster review, approval, or a broad label. Regulators could require more studies, impose restrictions, or reject data. Recruitment and retention may be affected by restrictive eligibility, competing trials and treatments, lengthy follow-up, and the interval between biopsy and surgery. Adverse events or disappointing results could delay, narrow, or end development.

Treatment requires stereotactic brain surgery, which carries risks including infection, bleeding, stroke, and brain swelling. Specialized handling, thawing, preparation, timing, and administration also create opportunities for error that could impair product quality or harm patients. If approved, safety findings could lead to warnings, restricted use, recalls, additional studies, or withdrawal.

Manufacturing, suppliers and operational dependencies

Autologous production is complex and patient-specific; variability in starting material, contamination, equipment failures, shipping excursions, or process deviations could cause batch failure, delay treatment, or prevent supply. Several ASPIRO patients experienced biopsy failures that required recollection and delayed or restarted manufacturing. A syringe-design problem at a supplier also materially delayed trial dosing.

ASPE is transitioning from the manual ASPIRO process to automation for Phase 3 and must demonstrate comparability. Its approximately 22,000-square-foot San Diego GMP facility is its sole manufacturing facility, has no near-term backup, and has a lease expiring in July 2032. Automated manufacturing has not been fully implemented in the facility’s second-phase clean rooms; capacity, staffing, compliance, and scale-up remain challenges. Inflation and supply-chain disruptions have increased and may further increase construction costs and delay expansion.

Manufacturing depends on specialized third-party platforms and single- or sole-source suppliers, including Cell X/Celligent, Mytos, and suppliers of critical reagents and materials; the company lacks redundant sources for all inputs. Shortages, quality failures, supplier distress, or equipment problems could disrupt trials or commercial supply. Replacing suppliers or changing processes may require costly validation, comparability work, and regulatory review. ASPE also relies on CROs, clinical sites, and other vendors whose performance and compliance it cannot fully control.

Liquidity and financing

ASPE reported net losses of $62.1 million in FY2025, versus $48.6 million in FY2024, and $36.5 million in H1 2026, versus $31.8 million in H1 2025. Its accumulated deficit was $264.9 million at June 30, 2026. Cash, cash equivalents, and marketable securities totaled $72.4 million on that date. Excluding financing proceeds, ASPE said its resources would not fund operations for the 12 months following issuance of the interim financial statements and concluded that substantial doubt exists about its ability to continue as a going concern.

Including offering proceeds, it expects to fund operations into the second half of 2028, including continued ASPIRO funding, initiation of a planned Phase 3 trial, and microglia programs through IND-enabling studies. These funds are not expected to complete ASPIRO, the planned Phase 3 trial, or full development of sasineprocel or other candidates. ASPE has no committed source of additional financing. Equity or convertible financing could dilute holders; debt or preferred securities could impose restrictive terms; and partnerships could require surrendering valuable rights. If acceptable funding is unavailable, ASPE may delay, reduce, or discontinue programs, restructure, reduce its workforce, or cease operations.

Commercial, reimbursement and market risks

Even if approved, adoption depends on evidence of benefit and safety, label scope, physician and patient acceptance, surgical-center capacity, and coverage and reimbursement for both the therapy and its procedure. Payors may favor less costly or established alternatives, limit coverage, or impose substantial cost-sharing. Pricing regulation and cost-containment measures—including Medicare negotiation and rebate provisions under the Inflation Reduction Act, Medicaid changes, and evolving federal and state pricing policies—could constrain access and returns.

ASPE has no sales, marketing, or distribution organization and no commercialization experience. Building one would require substantial investment; partners could reduce control and the company’s share of revenue. Competition includes established deep-brain stimulation and focused-ultrasound treatments, other cell and gene therapies, and treatments for leukodystrophies. Competitors may have greater resources or reach the market first. ASPE expects its products to be priced at a significant premium to existing options, increasing the risk of limited uptake and failure to recover development costs. Foreign approval is not assured and may require additional studies and expertise.

Legal, intellectual-property and other exposures

Patents and licensed technology are central to ASPE’s prospects, but applications may not issue, patents may be challenged or circumvented, and development delays may leave limited effective patent life. Licenses from Cell X, CCF, iPS Academia Japan, Sumitomo, and others carry obligations and could be disputed, restricted, or lost. ASPE is aware of third-party patents potentially covering methods of manufacturing dopaminergic neurons; it expects the identified patents to expire before a potential launch, but its alternative methods may not prove suitable or non-infringing. Litigation or licensing disputes could cause costs, royalties, redesigns, delays, or loss of commercialization rights.

Product-liability, privacy, cybersecurity, environmental, healthcare-law, and regulatory-compliance claims could result in significant costs, penalties, restrictions, reputational damage, or interruptions; insurance may be inadequate or unavailable. Cyber incidents affecting ASPE or vendors could compromise sensitive data or delay trials. ASPE had approximately $161.5 million of federal and $194.5 million of state NOL carryforwards at December 31, 2025, but ownership-change limits may restrict use; it has a full valuation allowance and does not expect near-term profitability.

Public-company and shareholder risks

The company expects higher public-company compliance and control costs and may not prevent or detect all reporting errors or fraud. At an assumed $16.00 IPO price, purchasers were expected to experience approximately $8.36 per share of immediate dilution relative to pro forma as-adjusted net tangible book value. After the offering, approximately 29,078,600 shares were expected to be outstanding; lock-up expirations and registration rights covering 18,956,358 shares could add selling pressure. Insiders and greater-than-5% holders were expected to own about 44% of shares. No active market may develop or persist, Nasdaq listing could be lost, and share-price volatility or securities litigation could harm investors.

Forward-Looking Statements

The prospectus includes forward-looking statements concerning ASPE’s financial outlook and strategy; research and development; clinical and preclinical programs; regulatory prospects; commercialization, pricing and reimbursement; manufacturing; and potential collaborations. Key development expectations include advancing sasineprocel through Phase 3 trials and developing it for genetic Parkinson’s disease (PD).

These plans and anticipated outcomes are uncertain. Clinical execution, trial timing and costs, regulatory filings and approvals, commercialization prospects, and the assumptions underlying the statements may not proceed as expected, and actual results could differ materially. ASPE also cautions that statements expressing its beliefs are based on information that may be limited or incomplete.

Forward-looking statements speak only as of the prospectus date. Except as required by law, ASPE disclaims any obligation to update them. No financial metrics or period-over-period changes are provided in this section.

Market and Industry Data

The prospectus discloses no financial metrics, market-size figures, or specific competitive developments in this section. Its market and industry information draws on company estimates and research, third-party studies and publications, governmental and public information, and the company’s internal research and industry experience.

The company says its estimates rely on assumptions it considers reasonable and that it considers the information reliable. However, some data may not identify specific sources, and the information is uncertain and subject to change. Actual outcomes may differ materially, including as a result of factors described in the Risk Factors and forward-looking-statements sections.

Use of IPO Proceeds and Funding Outlook

At the assumed offering price of $16.00 per share, ASPE expects net IPO proceeds of approximately $134.5 million, after estimated underwriting discounts, commissions, and offering expenses. Net proceeds would be approximately $155.4 million if underwriters exercise their option in full. Proceeds would change by approximately $8.7 million for each $1.00 per-share change in the offering price, or $14.9 million for each additional 1.0 million shares offered, assuming the other factor remains unchanged.

ASPE intends to use the proceeds, together with existing cash, cash equivalents, and marketable securities, for:

• Approximately $8.0 million to continue the Phase 1/2a ASPIRO trial of sasineprocel for sporadic and genetic Parkinson’s disease.
• Approximately $110.0 million to initiate and fund a Phase 3 sasineprocel trial, which the company plans to begin before the Phase 1/2a trial is complete.
• Approximately $4.0 million for microglia programs, including initiation of IND-enabling studies.
• The remainder for working capital and general corporate purposes.

ASPE may also use remaining proceeds and existing liquidity for complementary in-licenses, acquisitions, or investments, though it has no current commitments for these purposes. Until needed, proceeds are expected to be invested in capital-preservation instruments. The offering is also intended to establish a public market for ASPE’s common stock and support future access to public equity markets.

Management estimates that the IPO proceeds combined with existing liquidity will fund operations into the second half of 2028, but cautions that the estimate relies on assumptions and actual spending may be faster than anticipated. The proceeds and existing liquidity will not be sufficient to complete the ASPIRO Phase 1/2a trial, the planned Phase 3 trial, or development of sasineprocel or other candidates. ASPE expects to require additional capital to advance candidates through clinical trials, regulatory approval, and commercialization. It may pursue equity or debt financing, collaborations, licenses, or other arrangements, but may not obtain additional funding when needed, on favorable terms, or at all. Future spending and financing needs will depend on trial progress and costs, preclinical results, potential collaborations, operating cash use, and unforeseen needs.

Dividend Policy

ASPE has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future. The company expects to retain any future earnings to fund its operations. Any future dividend declaration would be at the board’s discretion, based on factors including ASPE’s financial condition, operating results, capital needs, prospects and other relevant considerations, and would be subject to applicable law and restrictions in any future financing instruments.

Capitalization and proposed IPO

As of June 30, 2026 (unaudited), cash, cash equivalents and marketable securities were $72.377M on both actual and pro forma bases. Actual capitalization included $338.808M of convertible preferred stock and a $251.073M stockholders’ deficit, resulting in total capitalization of $87.735M.

The pro forma presentation reflects conversion of 177,593,856 preferred shares into 17,971,324 common shares, along with Note Forgiveness and related adjustments. It reclassifies preferred stock into permanent equity: pro forma stockholders’ equity and total capitalization are each $87.735M. Accumulated deficit changes from $(264.886)M actual to $(266.709)M pro forma.

The assumed IPO—9,375,000 shares at $16.00 per share—is estimated to generate approximately $134.5M in net proceeds after underwriting discounts, commissions and offering expenses. On a pro forma as-adjusted basis, cash and marketable securities would be $206.877M, and stockholders’ equity and total capitalization would each be $222.235M. These are illustrative estimates; actual amounts will depend on the final offering terms.

Shares, potential dilution and offering sensitivity

Common shares outstanding are 1,109,569 actual, 19,703,600 pro forma, and 29,078,600 pro forma as adjusted. The pro forma count includes 622,707 shares treated as outstanding in connection with Note Forgiveness, in addition to shares issued upon preferred-stock conversion.

The pro forma share counts exclude 3,043,497 outstanding options with a $6.75 weighted-average exercise price, 27,314 subsequent options at $9.79, and 17,778 warrants at $7.71. Additional excluded share reserves are 6,799,243 shares under the 2026 Equity Incentive Plan, 872,358 shares for the Executive Chair Reserve, and 290,786 shares under the 2026 ESPP; plan reserves may also increase automatically.

At the assumed offering size, each $1.00 change in IPO price would change adjusted cash, additional paid-in capital, equity and total capitalization by approximately $8.7M. At a $16.00 price, each 1.0M-share change in offering size would change those amounts by approximately $14.9M, net of estimated offering costs.

The proposed IPO would materially increase liquidity and turn the reported stockholders’ deficit into positive equity. These benefits are accompanied by substantial potential dilution from preferred-stock conversion, outstanding awards and warrants, and equity-plan reserves. The pro forma capitalization also reflects Note Forgiveness and an amended and restated certificate of incorporation.

Dilution and offering assumptions

At the assumed IPO price of $16.00 per share, the base offering of 9,375,000 shares would generate $150.0 million in gross proceeds before underwriting discounts, commissions, and offering expenses. Pro forma shares outstanding would increase from 19,703,600 before the offering to 29,078,600 after it.

At June 30, 2026, historical net tangible book value (NTBV) was a $251.1 million deficit, or $(226.28) per share, based on 1,109,569 common shares outstanding and after deducting liabilities and convertible preferred stock not classified in permanent equity. Following conversion of preferred stock into 17,971,324 common shares and the Note Forgiveness—including treatment of 622,707 shares as outstanding—pro forma NTBV would be $87.7 million, or $4.45 per share. After the offering and estimated offering costs, pro forma as-adjusted NTBV would be approximately $222.2 million, or $7.64 per share.

The offering would therefore produce $8.36 per-share dilution for new investors relative to the $16.00 purchase price. Existing stockholders’ NTBV would increase by $3.19 per share as a result of the offering. Existing stockholders would own 68% of post-offering shares and account for 70% ($345.018 million) of total consideration, at a weighted-average price of $17.51 per share; new investors would own 32% and contribute 30% ($150.0 million) at $16.00 per share.

Underwriter option and sensitivity

If the underwriters exercise their option in full, new-investor shares would rise to 10,781,250, or approximately 35% of post-offering shares, while existing holders’ ownership would fall to approximately 65%. In that case, as-adjusted NTBV would be approximately $7.98 per share, dilution would be $8.02 per share, and existing holders’ NTBV increase would be $3.53 per share.

With the number of shares unchanged, each $1.00 change in the IPO price would change as-adjusted NTBV by approximately $0.30 per share and investor dilution by approximately $0.70 per share. At a fixed $16.00 IPO price, each additional 1.0 million shares offered would increase NTBV and reduce dilution by approximately $0.24 per share; each 1.0 million fewer shares would reduce NTBV and increase dilution by approximately $0.26 per share.

Potential additional dilution

The NTBV and dilution calculations exclude 3,043,497 outstanding 2018 Plan options with a $6.75 weighted-average exercise price, 27,314 subsequently granted options with a $9.79 weighted-average exercise price, and 17,778 warrants with a $7.71 exercise price. They also exclude shares reserved under the 2026 plans: 6,799,243 under the general equity-plan reserve, 872,358 for the Executive Chair, and 290,786 under the ESPP. Future option exercises, awards, or equity or convertible-security issuances could further dilute IPO investors.

Business and operating performance

Aspen Neuroscience is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies. Its lead candidate, sasineprocel, is a single-dose cell therapy intended to replace lost dopamine neurons in Parkinson’s disease. The company expects R&D spending to rise as it advances sasineprocel toward a Phase 3 registrational trial; substantially all non-personnel R&D is concentrated on this program. Aspen has no product revenue and expects none until development is completed and regulatory approval is obtained.

The company has incurred losses and negative operating cash flow since inception. Net loss was $62.056M in FY2025 versus $48.557M in FY2024, and $36.546M in H1 2026 versus $31.759M in H1 2025. Accumulated deficit was $264.9M at June 30, 2026.

• FY2025: R&D expense was $41.833M versus $35.593M in FY2024, reflecting higher sasineprocel development and production costs ($14.497M versus $11.485M), salaries and benefits ($18.345M versus $16.295M), and facilities and equipment costs ($6.332M versus $5.781M). G&A was $17.472M versus $17.865M, partly due to lower stock-based compensation. Total operating expenses and operating loss were $59.305M and $(59.305)M, respectively, versus $53.458M and $(53.458)M. Interest income declined to $1.793M from $4.397M as average cash and securities balances fell. Other loss was $(4.544)M, compared with other income of $0.504M, primarily due to a fair-value reduction in the Cell X convertible note.
• H1 2026: R&D rose to $28.454M from $20.812M, including higher development and production costs ($11.706M versus $7.656M), salaries and benefits ($11.123M versus $8.957M), and stock-based compensation ($1.251M versus $0.536M). G&A declined to $9.764M from $10.074M. Total operating expenses and operating loss were $38.218M and $(38.218)M, versus $30.886M and $(30.886)M. Interest income increased to $1.670M from $0.858M; other income was $0.002M, versus other loss of $(1.731)M in H1 2025, primarily reflecting the prior-period Cell X note fair-value reduction.

Cash flow, liquidity and funding

Operating cash use increased to $52.847M in FY2025 from $44.162M in FY2024, and to $34.505M in H1 2026 from $30.619M in H1 2025. H1 2026 cash use reflected the net loss, a $1.812M outflow from changes in operating assets and liabilities, and $3.853M of noncash charges. Capital expenditures were $9.7M in FY2025 versus $2.6M in FY2024, and $3.8M in H1 2026 versus $3.7M in H1 2025.

FY2025 investing activities provided $4.197M, versus $20.631M in FY2024; financing activities provided $115.526M, versus $0.457M, mainly from the Series C financing. In H1 2026, investing used $25.613M, versus $24.756M provided in H1 2025, including marketable-security purchases and maturities; financing used $0.692M, versus $0.050M provided. Cash, cash equivalents and restricted cash decreased $60.810M in H1 2026, versus a $5.813M decrease in H1 2025.

Cash, cash equivalents and marketable securities totaled $72.4M at June 30, 2026, compared with $110.7M at December 31, 2025. Aspen has funded operations primarily with approximately $340M of gross preferred-stock proceeds; its Q4 2025 issuance of 76,173,492 Series C preferred shares at $1.5179 per share raised approximately $115.6M gross. Management says existing resources alone are insufficient to fund operations and capital expenditures for at least 12 months after issuance of the unaudited statements, creating substantial doubt about going concern. Including estimated net IPO proceeds, management expects funding into the second half of 2028, but the estimate depends on assumptions and current plans. These resources will not fund completion of the Phase 1/2a ASPIRO trial, the planned Phase 3 trial—which Aspen intends to start before ASPIRO is complete—or development of other candidates. Further financing will be needed and may be unavailable or unfavorable, dilute shareholders, impose restrictive terms, or require surrendering valuable rights; a shortfall could force delays, reductions, termination or out-licensing.

Development dependencies, agreements and commitments

Sasineprocel manufacturing relies on licensed technology. The exclusive worldwide TSRI license carries a 1.0% royalty on future net sales and sublicense-revenue payments; rights may be narrowed, made non-exclusive or terminated if diligence benchmarks are missed. The non-exclusive AJ license includes low-single-digit royalties, development milestones up to $135,000, and sales-threshold milestones up to $1.1M; its upstream rights depend on Kyoto University. The non-exclusive Sumitomo/RACTHERA license covers specified therapies in the U.S. and Canada, with paid expansion options. It includes low-single-digit royalties, annual fees, and development and sales milestones; its underlying rights may depend on the Sumitomo–ID Pharma license, though direct-license assistance is contemplated.

An August 2026 amended Cell X agreement provides sublicensable platform rights, exclusive worldwide for Parkinson’s disease and leukodystrophies and non-exclusive for other specified indications. It has no product royalties, but includes up to approximately $8.8M in development and regulatory milestones. Aspen also obtained direct CCF licenses in August 2026, strengthening its rights to underlying platform patents, software and know-how; these include no percentage-of-sales royalties, minimum annual payments of $140,000 beginning in 2026, and up to approximately $6.1M in milestones.

Aspen’s secured Cell X convertible note had $5.0M original principal and 8% simple annual interest. Its fair value fell from $5.5M at December 31, 2024 to $0.9M at December 31, 2025, remaining $0.9M at June 30, 2026. An August 2026 side letter may extend maturity to March 31, 2028, subject to conditions, and provides for payment of the outstanding amount upon a Cell X acquisition or third-party sale.

The CIRM award provides up to $8.0M to co-sponsor the Phase 1/2a study. It offset R&D expense by $2.8M in FY2025 (versus $4.2M in FY2024) and $0.9M in H1 2026 (versus $1.0M in H1 2025); no cash was received in either H1 period. Existing operating leases required $11.6M of future minimum payments at June 30, 2026. An August 2026 lease for approximately 48,696 square feet in La Jolla runs July 2027 through March 2035; base rent is approximately $20.2M net of abatements, with allowances and a $0.4M letter of credit.

Other financial considerations

Stock-based compensation was $2.5M in FY2025 versus $2.7M in FY2024, and $2.5M in H1 2026 versus $1.2M in H1 2025. At June 30, 2026, $12.0M remained unrecognized, expected to be recognized over a weighted-average 3.2 years. Valuation depends on judgmental Black-Scholes inputs and, before public trading, board estimates of common-stock value; after the offering, awards will use market prices.

Aspen is an emerging growth company and elected extended transition periods for new accounting standards, as well as available reporting exemptions. R&D accruals rely on estimates of vendor and CRO progress, though no material historical differences were reported. The company reported no off-balance-sheet arrangements; foreign-currency effects and inflation impacts were not material in the periods presented.

Business and lead program

Aspen Neuroscience is a clinical-stage regenerative-medicine company developing sasineprocel, a single-dose, autologous induced pluripotent stem cell (iPSC)-derived dopamine-neuron precursor therapy for Parkinson’s disease (PD). It is intended to replace lost dopamine neurons and is delivered by stereotactic injection into the putamen. Aspen argues that using a patient’s own cells could reduce rejection risk and avoid the prolonged immunosuppression associated with some donor-derived approaches. The product also contains supportive neural and glial progenitors. Existing PD therapies largely manage symptoms rather than replace neurons or stop progression; however, sasineprocel’s potential advantages and disease-modifying effect remain unproven.

PD affects more than 1 million people in the U.S. and 10 million globally; global prevalence is projected to reach 25.2 million by 2050. Aspen estimates about 300,000 U.S. patients are refractory to drug therapy, with roughly half potentially eligible for cell-replacement surgery. The company is also investigating genetically defined PD, estimated to represent about 15% of patients—approximately 150,000 in the U.S. and 1.5 million worldwide.

ASPIRO trial and evidence

As of the August 18, 2026 data cutoff, the open-label Phase 1/2a ASPIRO trial had dosed 15 patients: seven at low dose and eight at high dose. All 12 patients in the first three cohorts had at least one follow-up assessment at six months or later. The first two cohorts used a dose-preparation formulation requiring 3–4 hours of site processing; four high-dose patients in Cohort 3 received a thaw-and-inject formulation designed to reduce preparation to about 25 minutes and broaden the range of treatment sites.

Interim findings are encouraging but preliminary, based on small, uncontrolled cohorts and largely secondary or exploratory measures. Mean MDS-UPDRS Part III OFF scores improved by 14.6 points at six months, 14.5 at 12 months, and 16.1 at 18 months among eight patients with low- and high-dose data (four per cohort); the four low-dose patients with 24-month data improved by 15.8 points. Mean Good On Time increased by 2.2 hours at 18 months and 2.6 hours at 24 months in the low-dose cohort (n=4), and 2.7 hours at 18 months in the high-dose cohort. PDQ-39 scores, for which lower scores indicate less disease burden, decreased by 5.0 points at 18 and 24 months in the low-dose cohort and 3.9 points at 18 months in the high-dose cohort. Gait axial subscores improved in seven of eight patients at 18 months and all four assessed at 24 months; MoCA was stable in all patients assessed at those time points. 18FDOPA PET showed increased uptake versus baseline at six, 12, and 18 months; the eight patients with 18-month data had an approximately 17% mean increase. Aspen views this as supportive of graft survival and integration, not definitive proof of clinical benefit.

The company reports that some mean improvements exceeded management-defined clinically meaningful-change benchmarks. Those benchmarks have not been independently validated or discussed with FDA, and efficacy conclusions are limited by the trial’s size and open-label design. LEDD reductions were mixed, with some patients reducing and others increasing medication.

Sasineprocel was generally well tolerated: 72 treatment-emergent adverse events were reported, mostly mild to moderate. One case of myoclonus was considered possibly treatment-related, with sertraline also a possible contributor. There was no reported graft-induced dyskinesia, graft rejection, clinically significant postoperative hemorrhage, or immunosuppression-related event. Two patients had intracranial hemorrhages that did not require surgery. One patient had procedure-related neck swelling and dysphagia associated with intubation and an ischemic stroke attributed to preoperative interruption of anticoagulants.

Development, manufacturing and strategy

Aspen plans to dose approximately three to six patients with genetic PD in ASPIRO. It anticipates Phase 3 biopsy collection by year-end 2026 and, subject to FDA feedback, first Phase 3 dosing in the second half of 2027. Preliminary FDA discussions have pointed toward a single sham-controlled registrational study with an 18-month primary endpoint, but trial design and CMC plans remain subject to regulatory alignment. The company expects further long-term ASPIRO data in the first half of 2028. FDA has granted sasineprocel RMAT and Fast Track designations; these facilitate potential interaction or review but do not assure approval.

Personalized manufacturing is a core execution challenge: the process must control patient-to-patient variation, genomic stability, differentiation and potency. Aspen uses genomic and quality-control testing, RNA-sequencing-based assays and machine-learning tools to characterize cell identity, maturity, engraftment potential and dopamine function. Its planned automated GMP system is intended to reduce manual labor by more than 90%; automated manufacturing is expected to be ready in early 2027, but clinical use requires an FDA IND amendment. A modular cleanroom design is intended to support hundreds of patients annually per module. Commercial-scale performance and process consistency have not been demonstrated.

Aspen relies on third parties for technologies, equipment and components, including delivery devices, and has no redundant supply arrangements for all required materials. Prior syringe issues delayed IND clearance until August 2023. Mytos payments were $1.5 million in FY2025 versus $0.2 million in FY2024, and $1.3 million in H1 2026 versus $0.7 million in H1 2025. ClearPoint payments were $0.3 million in each of FY2025 and FY2024, and $0.3 million in H1 2026 versus $0.1 million in H1 2025.

Beyond PD, Aspen is developing gene-corrected, patient-derived microglia precursors for pediatric genetic leukodystrophies, with IND-enabling studies expected in H2 2027 subject to ongoing preclinical work. It plans to pursue commercialization initially in North America, potentially with partners, and may expand to the EU and Asia Pacific. The company has no established commercial organization or distribution capabilities.

Other risks and resources

As of October 2026, Aspen reported five granted U.S. patents, 15 granted international patents and approximately 69 pending applications across 16 patent families. Its platform also relies on licensed technologies, which may carry fees, milestones and, for some agreements, low-single-digit sales royalties; loss of licensed rights could harm development. Regulatory approval requires extensive clinical, manufacturing and quality evidence, and reimbursement, pricing policies and post-approval obligations may constrain uptake and net revenue. Competition includes established PD devices and cell and gene therapies, as well as larger, better-resourced developers.

Aspen reported approximately $347 million raised from investors and a CIRM grant since its 2018 founding; this is cumulative funding, not cash or runway. It had 120 full-time employees as of June 30, 2026, including 88 in R&D. Its August 2026 replacement headquarters lease covers approximately 49,000 square feet from July 2027 for 93 months; its 22,000-square-foot GMP facility is leased through July 2032. This section provides no company-period revenue, earnings, balance-sheet or cash-flow results.

Board and leadership

As of September 30, 2026, the board had eight members: CEO Damien McDevitt, Executive Chairman Faheem Hasnain, and six non-employee directors. The company considers all directors independent except McDevitt and Hasnain. Hasnain became Executive Chairman in August 2026, separating board leadership from the CEO role; the company views the arrangement as balancing strategic and operational leadership with board oversight, and says the board will periodically review its structure.

Recent leadership appointments include Dalen Meeter as CFO (since March 2025), Lisa Johnson-Pratt as Sasineprocel Development Lead and Chief Commercial Officer (since January 2026), and Jeffrey Boerneke as General Counsel and Secretary (since May 2026). The board and leadership team bring experience in biotechnology and biopharmaceutical development, cell and gene therapy, commercialization, manufacturing, regulatory affairs, capital raising, and company building. Examples include Johnson-Pratt’s commercial and therapeutic-program experience, CTO Kim Raineri’s manufacturing and operations background, director Cindy Perettie’s leadership of Kite Pharma’s cell therapy business, and director Caryn Peterson’s regulatory and development expertise. Several leaders also hold roles at other biotechnology companies: Hasnain is CEO and chairman of Gossamer Bio, Peterson is its Chief Development Officer, and director Thomas Daniel serves on its board.

Oversight and committees

The board oversees operational, financial, legal, regulatory, strategic, and reputational risks, drawing on reports from its committees and senior management. The audit committee focuses on liquidity, operations, financial risk, compliance, and auditor oversight; the compensation and nominating and corporate governance committees oversee compensation-related risks and governance or conflicts risks. The full board considers significant strategic risks.

The company has audit, compensation, and nominating and corporate governance standing committees, as well as a research and development committee. The audit committee is identified as independent under applicable listing standards and Exchange Act Rule 10A-3; its chair, Andrew Spaventa, is the SEC-defined audit committee financial expert. Compensation committee members are considered independent and non-employee directors, and nominating and corporate governance committee members are considered independent. The R&D committee advises on scientific strategy, development milestones, clinical and preclinical program design, regulatory strategy and FDA interactions, and the scientific merits of licensing or acquisition opportunities.

Written committee charters are to become effective before the offering is completed. The written code of ethics and business conduct, which covers directors, officers, and employees, is to become effective upon closing.

Governance provisions

Upon closing of the offering, the board will be divided into three classes with staggered three-year terms. Directors may be removed only for cause by holders of at least two-thirds of the voting stock, and the board may change its authorized size by resolution. These provisions could delay or prevent a change in board or company control. The filing reports no family relationships among directors or executive officers and no compensation committee interlocks or insider participation.

Executive and director compensation

2025 named executive officer pay

*Option-award amounts are ASC 718 grant-date fair values, not realized proceeds. 2025 bonuses were paid in March 2026. Meeter joined March 10, 2025, so his salary reflects a partial year.

Target bonuses were 50% of base salary for McDevitt and 40% for Meeter and Raineri. The board assessed corporate-goal achievement at 109% of target; Meeter and Raineri also exceeded individual-performance targets. Goals included sasineprocel development, automated manufacturing, pipeline strategy, financing, risk mitigation, and employee engagement. McDevitt’s bonus depended only on corporate performance; the other two also had individual components. Annualized base salaries increased in 2025 and again in March 2026, when they became $636,640 for McDevitt, $445,050 for Meeter, and $445,443 for Raineri.

Equity, executive benefits, and potential costs

November 2025 refresh options tied to the Series C financing covered 387,063 shares for McDevitt, 88,543 for Meeter, and 80,954 for Raineri; Meeter also received a 101,193-share initial option in March 2025. Most options vest over four years subject to continued service. At December 31, 2025, McDevitt’s November option had 378,999 unexercisable and 8,063 exercisable shares at a $5.74 exercise price. He also held two blocks of 46,803 and 46,804 purchased shares subject to company repurchase rights. Disclosed market values for unvested stock awards used an estimated $8.70 per share.

In August 2026, the company forgave approximately $2,114,989.07 of principal and accrued interest on McDevitt’s notes used to finance option exercises. He agreed to extend vesting of his November 2025 options from four to six years and to apply six-year vesting to offering-related refresh or top-up equity. In September 2026, approximately $212,928 and $30,550 of principal and accrued interest were forgiven on similar option-exercise notes for Executive Chair Faheem Hasnain and director Andrew Spaventa, respectively; each agreed to extend vesting of remaining unvested November 2025 options to six years. These forgiveness arrangements provide direct economic benefits while lengthening retention-based vesting.

Hasnain’s agreement, effective August 3, 2026, provides a $300,000 annual salary and a discretionary bonus target of 55% ($165,000). If the offering closes by December 31, 2026 and applicable employment conditions are met, he may receive multiple fully vested RSU awards, each initially sized at 1% of post-offering fully diluted shares. The first award is tied to offering completion, with shares deferred for issuance in 2027; additional awards depend on continued employment through the second anniversary and specified share-price thresholds of 200%, 600%, or 800% of the offering price. Later awards are reduced by shares equivalent in current fair value to the relevant offering-date value. A qualifying change in control before the fourth anniversary may trigger ungranted awards or equivalent proceeds, subject to applicable thresholds. Following termination without cause, he may receive 18 months of salary and specified ungranted awards or cash equivalents. These provisions create potentially material dilution and severance exposure.

Severance and incentive arrangements

The company intends to adopt a Severance and Change in Control Plan for qualifying terminations. Regular-termination salary continuation is 12 months for the CEO, nine months for Tier II officers including the CFO and CTO, and six months for Tier III officers, with corresponding COBRA support. In a qualifying termination within three months before or 12 months after a change in control, cash severance is 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. Eligible officers generally receive full equity vesting in that circumstance; the CEO also receives 100% of target bonus for the termination year, and Meeter has additional specified bonus and option-vesting provisions. Benefits require qualifying separation and a release, and are subject to clawbacks and a best-after-tax Section 280G cutback. No company-sponsored pension, defined-benefit retirement, or nonqualified deferred compensation benefits were reported for named executives in 2025.

An October 2026 Cash Incentive Plan applies beginning with the 2026 bonus program; the administrator sets goals and may adjust payouts. Payment is generally due by March 15 following the performance year and typically requires employment in good standing.

Equity plans and dilution

The 2026 Equity Incentive Plan becomes effective upon execution of the IPO underwriting agreement and replaces the 2018 Stock Plan for future grants. Its initial reserve is 6,799,243 shares, comprising 3,634,825 new shares and up to 3,164,418 returning shares. From 2027 through 2036, the reserve automatically increases each January 1 by 5% of the specified outstanding-share base, unless the board sets a lower amount. A separate 872,358-share reserve is exclusively for Hasnain awards; unused shares cannot be redirected. The 2018 plan authorized up to 4,264,902 shares; outstanding awards remain governed by that plan after new grants cease.

The plans allow broad committee discretion over award types and terms, and permit awards to be assumed, substituted, settled, accelerated, or cancelled in a change in control. Cancellation may provide no consideration or transaction value net of exercise or purchase price. The 2026 plan also allows performance-based awards tied to company, business-unit, peer, or index measures.

The ESPP, expected to take effect upon underwriting-agreement execution, initially authorizes 290,786 shares. Its annual reserve increase is the least of 1% of the specified outstanding-share base, 436,179 shares, or a board-determined amount. Eligible employees generally may buy shares through payroll deductions at the lower of 85% of fair market value on the offering-period start or purchase date. The equity plans and ESPP therefore create ongoing potential dilution.

Director compensation

2025 cash retainers were $35,000 per eligible director. Total 2025 compensation, including option-award grant-date fair value, was $374,423 for Thomas Daniel, $335,521 for Hasnain, and $174,266 each for Caryn Peterson and Spaventa; the option-award portions were $339,423, $300,521, and $139,266, respectively. Peter Thompson, Cindy Perettie, and Douglas Fisher received no director compensation; McDevitt received no additional pay for board service.

After the offering, the intended policy provides annual retainers of $40,000 for non-employee directors and $70,000 for a non-employee board chair, plus committee fees. New directors are expected to receive 23,500-share options vesting monthly over 36 months; continuing directors are expected to receive annual 11,750-share options. Director compensation is capped under the 2026 plan at $750,000 annually, or $1,000,000 in the first appointment/election year.

Related-person transactions

ASPE reports related-party transactions exceeding its disclosure threshold—the lesser of $120,000 or 1% of average year-end assets for the two most recent fiscal years. This section does not provide operating results or balance-sheet metrics.

Series C financing

In October–November 2025, ASPE sold 76,173,492 Series C convertible preferred shares at $1.5179 per share, for approximately $115.6 million of gross proceeds. The preferred shares are to convert into common stock immediately before the offering closes, with conversion ratios proportionally adjusted.

Purchases by holders of more than 5% and entities affiliated with directors, officers or executives included:

• Gilead Sciences: 16,470,124 shares
• Q Healthcare Holding: 13,176,099
• OrbiMed Private Investments VII: 5,011,393
• Frazier Life Sciences X: 2,595,550
• ARCH Venture Fund X: 2,568,823
• ARCH Venture Fund X Overage: 2,118,277
• Platinum Falcon B 2018: 2,510,268
• Andrew Spaventa-affiliated entity: 1,780,946
• Douglas Fisher-affiliated entity: 731,274
• Thomas Daniel-affiliated trusts: 173,972
• Faheem Hasnain-affiliated trust: 70,352

OrbiMed and ARCH have board representation through directors Peter Thompson and Thomas Daniel, respectively. The other listed purchases were by entities or trusts affiliated with identified executives or directors.

Preferred-stockholder rights and officer notes

In October 2025, ASPE amended and restated its investors’ rights, voting, and right-of-first-refusal/co-sale agreements in connection with the offering. Registration rights under the investors’ rights agreement, including indemnification provisions, continue after the offering and expire five years after its closing; its other rights terminate at closing. The voting and ROFR/co-sale agreements also terminate at closing. Directors elected under the voting agreement remain in office unless they resign, are removed, or successors are elected.

In August 2024, former CFO Kameel Farag sold 50,293 common shares previously early-exercised through a promissory note to a preferred shareholder and repaid the Company’s outstanding $0.2 million note balance. In December 2024, ASPE repurchased 196,821 shares issued to CEO Damien McDevitt for $1.6 million, applying the proceeds to cancel $1.6 million of principal and interest on his early-exercise note. ASPE concurrently granted him 196,820 replacement awards on the same vesting terms.

In August 2026, ASPE forgave approximately $2.1 million of principal and accrued interest on three McDevitt notes associated with 561,646 underlying common shares. McDevitt agreed to extend the vesting period for the remaining unvested shares under a November 2025 option grant (387,063 shares) from four to six years. In September 2026, ASPE forgave note principal and interest of approximately $212,928 for Hasnain and $30,550 for Spaventa, associated with 53,314 and 7,747 underlying shares, respectively. They agreed to extend from four to six years the vesting period for remaining unvested shares under their November 2025 option grants: 41,489 shares for Hasnain and 19,226 for Spaventa.

Family employment and oversight

CEO McDevitt’s son has been employed as a Transformational Business Analyst since December 10, 2025. His 2025 total compensation was approximately $91,000, including pre-hire consulting fees and option grant-date fair value; 2026 compensation is expected to be approximately $142,000. The daughter of Sasineprocel Development Lead and Chief Commercial Officer Johnson-Pratt has been employed as Scientific Communications Manager since December 1, 2025. Her 2025 total compensation was approximately $52,000, including pre-hire consulting fees and option grant-date fair value; 2026 compensation is expected to be approximately $161,000. ASPE says compensation was benchmarked against internal pay equity for comparable non-related employees; both were eligible for equity awards on generally comparable employee terms.

ASPE will adopt a written related-person transaction policy effective at the offering closing. The audit committee will review covered transactions, including whether terms are comparable to arm’s-length terms and the related person’s interest. All transactions described occurred before the policy’s adoption. ASPE also has director and officer indemnification agreements and D&O insurance.

Principal Stockholders

The beneficial-ownership disclosure is as of September 15, 2026, and reflects the planned offering. Before the offering, the share-count denominator is 19,727,905 common shares, including the automatic pre-closing conversion of all preferred stock into 17,971,324 common shares. After the base offering, the assumed denominator is 29,102,905 shares; this assumes issuance of 9,375,000 shares and no exercise of the underwriters’ option for up to 1,406,250 additional shares. The base offering increases the share-count denominator by approximately 47.5%, materially diluting existing holders’ percentage ownership.

Beneficial-ownership percentages exclude any additional shares a holder may purchase in the offering. Reported beneficial ownership includes options or other rights exercisable or vesting within 60 days.

Following the offering, OrbiMed and ARCH remain the largest disclosed holders, at 8.9% and 8.3%, respectively; Gilead remains above 5%, at 5.7%. Frazier, Q Healthcare, ADIA, and Medical Excellence each fall below 5%. The holder base includes institutional venture investors, strategic investor Gilead, and sovereign-investment-linked investors QIA and ADIA, indicating concentrated institutional ownership.

All 12 executive officers and directors together beneficially own 4,336,349 shares, or 21.2% before and 14.5% after the offering. The total includes 3,624,143 shares beneficially owned and 712,206 shares subject to options exercisable within 60 days. Peter A. Thompson’s reported 2,589,132 shares (13.1% before; 8.9% after) are the same OrbiMed-held shares shown above, not an additional block; he disclaims beneficial ownership except to the extent of any pecuniary interest.

CEO Damien McDevitt is reported with 835,259 shares (4.2% before; 2.8% after), including 273,611 near-term exercisable options and 93,607 shares subject to performance-based vesting and forfeiture conditions. Andrew Spaventa is reported with 382,305 shares (1.9%; 1.3%). Other reported holdings are Dalen Meeter, 71,771 shares; Kim Raineri, 112,786; Faheem Hasnain, 126,495; Thomas Daniel, 113,082; and Caryn Peterson, 41,536. Douglas Fisher and Cindy Perettie are reported with no shares. Individual percentages below 1% are shown as “*”.

Ownership attribution may run through investment managers, general partners, trusts, and affiliated entities; some individuals and entities disclaim beneficial ownership or limit it to their pecuniary interest. The principal investor considerations are the substantial dilution from the offering and the concentration of voting and investment power among large institutional holders.

Description of Capital Stock

Capitalization and potential dilution

Following the offering, ASPE will be authorized to issue 500,000,000 common shares and 10,000,000 preferred shares, each with a par value of $0.0001. As of June 30, 2026, 19,703,600 common shares were outstanding and held of record by 127 stockholders. This amount reflects the assumed pre-offering conversion of 17,971,324 preferred shares into common stock and the Note Forgiveness, including 622,707 shares treated as outstanding. If the offering issues 9,375,000 shares, 29,078,600 common shares would be outstanding at closing. All previously outstanding convertible preferred shares will convert at closing, leaving no preferred shares outstanding.

Potential dilution includes options to purchase 3,043,497 common shares outstanding as of June 30, 2026, of which 1,344,458 were vested, and warrants for 17,778 shares. The warrants are exercisable at $7.71 per share, expire ten years after issuance, and permit net-share exercise.

Registration rights and resale overhang

At closing, holders of 18,956,358 shares—including shares issued upon preferred-stock conversion and 985,034 shares held by certain key holders—will have registration rights. Demand rights include a Form S-1 request during the six months after the offering registration statement becomes effective, subject to a 35% holder threshold and at least $10.0 million in anticipated aggregate offering value net of selling expenses. Once eligible to use Form S-3, holders meeting a 20% threshold may request registration if anticipated offering value is at least $1.0 million net of expenses. Holders also have piggyback rights, subject to exceptions and underwriter cutbacks.

ASPE generally bears registration expenses, but not underwriting discounts, selling commissions, or stock-transfer taxes. Registration rights generally terminate at the earliest of a specified liquidation or SPAC transaction, five years after the offering, or eligibility for unrestricted Rule 144 sales during a three-month period.

Voting rights and takeover provisions

Each common share carries one vote, with no cumulative voting; a majority of voting shares can elect all directors standing for election. The board may issue up to 10,000,000 preferred shares without further stockholder approval and determine their voting and economic rights, potentially diluting common stockholders or impeding a change of control.

The charter establishes a three-class staggered board. Directors may be removed only for cause and with at least two-thirds of total voting power. Special stockholder meetings may be called only by specified officers or a board majority; stockholders cannot act by written consent, and advance-notice requirements apply to nominations and proposals. Amendments to most of these charter provisions require approval from holders of at least 66⅔% of total voting power. Delaware’s Section 203 generally restricts business combinations with interested stockholders owning 15% or more for three years, subject to specified approvals and exceptions.

Other stockholder terms and listing

Common holders’ dividend and liquidation rights are subordinate to any preferred-stock rights established in the future. Dividends may be paid only if declared from legally available funds. The charter also contains exclusive-forum provisions designating Delaware state courts and federal courts for specified claims; similar provisions have been challenged and may be found unenforceable.

ASPE has applied to list its common stock on the Nasdaq Global Select Market under the symbol “ASPE”; the offering is contingent on listing approval.

Shares Eligible for Future Sale

Before the offering, there was no public market for ASPE’s common stock. The company has applied to list its shares on Nasdaq, but listing is not assured, and an active market may not develop. Substantial sales—or expectations of future sales—could put downward pressure on the share price.

Shares outstanding and resale restrictions

Based on shares outstanding at June 30, 2026, ASPE expects 29,078,600 shares outstanding after the offering, assuming the issuance of 9,375,000 offering shares, conversion of 17,971,324 preferred shares into common stock, no exercise of the underwriters’ option, and no exercise of outstanding options. Upon conversion, the preferred-stock carrying value will be reclassified to permanent equity.

The 9,375,000 offering shares will generally be freely tradable, except for shares held by affiliates. The remaining 19,703,600 shares are restricted securities and generally require registration or an applicable exemption for public resale. Substantially all are expected to be subject to a 180-day lock-up.

The company, its officers and directors, and substantially all securityholders have agreed to restrictions on sales and other transfers for 180 days, subject to exceptions and underwriter consent. Once lock-ups expire or are released, shares may become eligible for resale under applicable rules. Certain insiders and significant holders may adopt Rule 10b5-1 trading plans after the offering, but sales under those plans would not begin until their lock-ups expire.

Resale pathways and potential overhang

Under Rule 144, eligible affiliates generally may begin reselling shares 90 days after the registration statement becomes effective, subject to current public-information, manner-of-sale, and volume requirements. The volume limit is the greater of 1% of shares outstanding—approximately 290,786 shares immediately after the offering—or the average weekly Nasdaq trading volume during the preceding four weeks. Certain sales also require a Form 144 notice.

Eligible non-affiliates may generally resell after six months, subject to current-information requirements, and after one year may generally resell without Rule 144 restrictions. Non-affiliate resales are not subject to Rule 144’s manner-of-sale, volume-limit, or notice requirements.

Some shares issued under compensatory plans may qualify for resale under Rule 701 beginning 90 days after effectiveness, although substantially all are also expected to remain subject to lock-ups. ASPE intends to file Form S-8 registration statements shortly after the prospectus to register shares under its equity incentive and employee stock purchase plans. Registered shares may be resold subject to affiliate restrictions and any applicable lock-up.

At the offering’s close, holders of 18,956,358 shares will have registration rights. This includes all shares issuable upon conversion of preferred stock and 985,034 shares held by certain key holders. Once an applicable registration statement becomes effective, covered shares may be freely tradable under the Securities Act, subject to affiliate restrictions and lock-ups.

Investor consideration: The principal disclosed supply risk is a potentially significant resale overhang after lock-ups expire, including shares covered by registration rights and future equity-plan registrations.

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

The company does not expect to pay cash dividends in the foreseeable future. If it makes distributions, amounts treated as dividends generally are subject to 30% U.S. withholding tax for Non-U.S. Holders, potentially reduced under an applicable tax treaty if the holder provides valid documentation. Dividends effectively connected with a U.S. trade or business are generally taxed on a net-income basis and may also be subject to a 30% branch profits tax for corporate holders. Distributions that are not dividends generally reduce a holder’s tax basis; any amount exceeding that basis is treated as capital gain.

Non-U.S. Holders generally are not subject to U.S. federal income tax on gains from selling the stock. Exceptions may apply when the gain is effectively connected with a U.S. trade or business; when an individual holder is present in the United States for at least 183 days during the tax year and other conditions are met; or when the stock constitutes a U.S. real property interest. The company believes it is not currently, and does not expect to become, a U.S. real property holding corporation (USRPHC), but provides no assurance. USRPHC status depends on the relative fair market values of U.S. real property, non-U.S. real property, and other business assets. If the company were a USRPHC, an exception may be available to qualifying holders that own no more than 5% of the stock, provided it is regularly traded on an established securities market.

FATCA may impose 30% withholding on dividends paid to certain non-U.S. financial institutions and entities unless applicable documentation, reporting, or exemption requirements are met. Withholding may also apply through a noncompliant non-U.S. intermediary. Proposed regulations generally eliminate FATCA withholding on gross sale proceeds, but have not been finalized. U.S.-related sale proceeds may separately be subject to information reporting or backup withholding if required certifications are not provided; backup withholding is generally creditable or refundable and is not an additional tax.

The discussion is limited to specified Non-U.S. Holders who hold shares as capital assets. It does not address numerous special-status investors or other federal, state, local, foreign, estate, or gift tax consequences. Tax laws and their interpretation may change, potentially with retroactive effect. The company has not sought IRS rulings, and contrary positions by the IRS or courts remain possible.

Underwriting and offering terms

ASPE agreed to sell 9,375,000 common shares in its IPO to the underwriters, which committed severally, not jointly, to purchase shares if any are purchased. The underwriting-allocation and pricing/proceeds fields are blank; accordingly, this section does not disclose the IPO price, underwriting discount, or proceeds to ASPE. The company estimates offering expenses, excluding underwriting discounts and commissions, at approximately $5.0 million, and will reimburse up to $45,000 of the underwriters’ FINRA counsel fees.

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. ASPE, its executive officers and directors, and substantially all other existing security holders agreed to 180-day lockups, subject to limited exceptions and specified underwriter consent. If an underwriter defaults, its purchase commitments may be reallocated among non-defaulting underwriters or the underwriting agreement may be terminated.

Trading and market considerations

ASPE applied to list its common stock on the Nasdaq Global Select Market under the symbol “ASPE.” The IPO would establish the first public market for the shares. The IPO price will be negotiated, and there is no assurance that an active trading market will develop or that shares will trade at or above the IPO price. Underwriters may conduct stabilization, short-covering, and other transactions that could support or maintain the market price, but they do not assure that these transactions will occur or predict their effect.

Jurisdictional offering restrictions

• Singapore: The shares are classified as “prescribed capital markets products” and “Excluded Investment Products” under the cited requirements. Transfers are restricted, subject to specified circumstances, including transfers to certain institutional or relevant persons, transfers for no consideration, and other statutory or regulatory exceptions.
• Switzerland: The shares will not be publicly offered or listed on a Swiss exchange or regulated trading facility. Offering materials will not be filed with or approved by Swiss regulators, and the offer is not authorized under the Swiss Federal Act on Collective Investment Schemes; protections under that Act therefore do not apply.
• Israel: The document is not an Israeli-law prospectus and has not been filed with or approved by the Israel Securities Authority. Offers are limited to a specified number of persons and qualified investors under the applicable Israeli Securities Law addendum. Qualified investors must confirm their eligibility in writing and acknowledge the applicable requirements.

This section contains no operating results, financial metrics, or material business developments.

• No financial, operating, risk, or strategic developments are disclosed in this section.
• DLA Piper LLP (US), of San Diego, California, will opine on the validity of the common shares offered. Latham & Watkins LLP will advise the underwriters on legal matters related to the offering.

Independent Auditor

Ernst & Young LLP audited the 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 incorporate those financial statements in reliance on EY’s audit report. This section provides no further details about the audit opinion or financial metrics.

Where to Find More Information

Before the offering, Aspen Neuroscience was not subject to the Exchange Act’s periodic and current reporting requirements. Upon closing, it expects to become subject to those requirements and to file periodic reports, proxy statements, and other required information with the SEC.

The Form S-1 registration statement and its exhibits contain information beyond what appears in the prospectus. Descriptions in the prospectus of contracts and other documents filed as exhibits are qualified in their entirety by the full text of those documents. After the offering closes, Aspen expects its SEC filings to be available on the SEC’s website and, free of charge, on its own website as soon as reasonably practicable after filing or furnishing. Aspen states that its website content is not incorporated by reference into the registration statement or prospectus and should not be relied on for investment decisions.

This section provides no financial results, operating metrics, or material business developments.

Aspen Neuroscience, Inc. (ASPE) — FY2025 Financial Statements

Business, results, and operating profile

Aspen is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies, led by sasineprocel, an investigational Parkinson’s disease treatment intended to replace lost dopamine neurons. It has no established sales or income potential and operates as one segment. Revenue was $0 in FY2025 and FY2024; cost of revenue was not applicable because there were no sales. The company continues to incur substantial research and development costs while advancing its pipeline and building manufacturing capabilities.

FY2025 net loss was $62.056M, compared with $48.557M in FY2024, a 27.8% widening. Operating expenses and operating loss were $59.305M and $(59.305)M, respectively, versus $53.458M and $(53.458)M. R&D expense increased to $41.833M from $35.593M, while G&A declined to $17.472M from $17.865M. Interest income fell to $1.793M from $4.397M. Other loss, net was $(4.544)M, versus other income of $0.504M, largely because of a $4.552M fair-value loss on the Cell X convertible note.

For segment reporting, management’s expense categories were salaries, bonuses and benefits of $26.799M versus $24.784M; cell-therapy development and production of $14.497M versus $11.485M; equipment and facilities of $8.440M versus $7.926M; and “Other” of $12.320M versus $4.362M. The increase in cell-therapy costs reflects continued development and production activity; the higher “Other” category also contributed to the wider loss. Basic and diluted loss per share was $(59.43) versus $(51.81), on weighted-average shares of 1,044,175 versus 937,224.

Cash, capital, and balance sheet

Net cash used in operations was $(52.847)M in FY2025, versus $(44.162)M in FY2024. Capital expenditures—purchases of property and equipment—were $9.690M versus $2.584M. Financing provided $115.526M, principally $115.353M of net Series C preferred-stock proceeds, compared with $0.457M in FY2024. Year-end cash, cash equivalents, and restricted cash rose to $82.719M from $15.843M. Common shares outstanding increased from 1,014,267 to 1,074,089 during FY2025; in FY2024 they increased from 900,420 to 1,014,267.

At December 31, 2025, total assets were $143.663M, versus $90.211M a year earlier. Total stockholders’ equity/(deficit) was $(217.077)M, versus $(157.727)M; this excludes convertible preferred stock, which is classified as temporary equity. Preferred-stock carrying value was $338.808M, up from $223.480M, including the 2025 Series C issuance. Goodwill was $0 reported/not separately presented; intangible assets other than goodwill were $0 reported/not separately presented. Accumulated deficit grew to $228.340M from $166.284M.

Cash equivalents and marketable securities had combined fair value of $110.699M at year-end (amortized cost $110.686M), compared with fair value of $57.682M (amortized cost $57.643M) in 2024. The portfolio shifted substantially toward cash equivalents: marketable securities were $28.602M, primarily U.S. Treasuries ($23.891M fair value), corporate fixed-income securities ($3.448M), and asset-backed securities ($1.263M). No securities were in a material unrealized-loss position.

Property and equipment, net rose to $18.900M from $12.290M; construction in progress increased to $8.645M from $1.941M, indicating significant facility buildout. The loan facility, which permitted an initial $15.0M borrowing and up to $25.0M of additional milestone-dependent tranches, expired undrawn in November 2025. Operating lease liabilities were $11.201M ($3.532M current; $7.669M noncurrent), against $13.437M of undiscounted payments; FY2025 lease expense was $4.9M, unchanged from FY2024.

Financing, investments, and development obligations

In October–November 2025, Aspen issued 76,173,492 Series C preferred shares at $1.5179 per share, generating approximately $115.6M gross proceeds. Series C has priority for dividends and liquidation distributions. Preferred shares generally convert at holders’ option; automatic conversion requires a qualifying underwritten IPO (at least $30.00 per share and $50.0M gross proceeds) or specified preferred-holder approvals.

The $5.0M Cell X convertible note, purchased in 2024 and bearing 8% interest, was carried at fair value under the fair-value option. Its Level 3 fair value fell to $0.944M from $5.496M, producing the FY2025 $4.552M loss. Valuation depends on significant unobservable assumptions, including a 2–3 year estimated time to liquidity, 72.5% volatility, and a 26.6% discount rate. The note’s maturity was later extended to April 13, 2026.

The $8.0M CIRM award supports a Phase 1/2a study of sasineprocel. Cash received was $1.7M in FY2025 versus $5.7M in FY2024; award proceeds offset R&D expense by $2.8M versus $4.2M, and the deferred award liability was $0.377M versus $1.479M. The TSRI, AJ, Sumitomo, and Cell X licenses and collaboration also carry potential royalties, milestones, or additional fees; for example, the Cell X collaboration includes up to $30.5M in development milestones and $15.5M in additional license fees for certain indications.

Equity compensation, taxes, and outlook

Stock-based compensation was $2.517M in FY2025 versus $2.707M: R&D expense was $1.178M versus $0.966M, and G&A was $1.339M versus $1.741M. Options outstanding increased to 2,820,275 from 1,459,603, including 1,494,216 grants during the year; 1,057,766 were exercisable. Unrecognized compensation was $12.4M, expected to be recognized over 3.2 years. Anti-dilutive securities excluded from diluted loss per share totaled 21,432,084, versus 12,388,897 in 2024, mainly reflecting preferred shares and options.

No income-tax provision or cash income taxes were reported. Gross deferred tax assets of $70.344M were offset by a $66.288M valuation allowance and deferred tax liabilities, leaving zero net deferred tax assets. Federal and state NOL carryforwards were approximately $161.5M and $194.5M. Aspen has not completed a Section 382 ownership-change analysis, so tax attributes could be limited after an ownership change. The 2025 tax provision reflected the One Big Beautiful Bill Act.

Management expects available cash, cash equivalents, and marketable securities to fund operations for at least 12 months from issuance of the statements, but Aspen has a history of losses and negative operating cash flow and expects to need additional capital. Financing may not be available on acceptable terms or in time, potentially requiring spending reductions or program curtailments. The auditor issued an unqualified opinion on the financial statements; internal control over financial reporting was not separately audited. No material litigation was reported.

Aspen Neuroscience — Financial Statements

Business and operating results

Aspen Neuroscience is a clinical-stage regenerative-medicine company developing autologous iPSC-derived therapies. Its lead candidate, sasineprocel, is an investigational treatment for Parkinson’s disease. The company reports one operating segment and no revenue; it expects continuing losses as it advances development and expands manufacturing.

For the six months ended June 30, 2026 (H1 2026), operating loss was $38.218M, compared with $30.886M in H1 2025. Research and development expense increased to $28.454M from $20.812M, primarily reflecting higher development and production spending; general and administrative expense declined to $9.764M from $10.074M. Segment loss is reported as net loss: $36.546M in H1 2026 versus $31.759M in H1 2025. Interest income increased to $1.670M from $0.858M. Other income was $0.002M, compared with a $1.731M loss, largely reflecting the prior-year fair-value loss on the Cell X convertible note. Basic and diluted loss per share was $33.39 versus $30.73, based on weighted-average shares of 1,094,550 versus 1,033,651.

H1 segment expenses included salaries, bonuses and benefits of $15.663M versus $13.678M; cell-therapy development and production costs of $11.706M versus $7.656M; equipment and facilities of $4.746M versus $4.247M; and other expenses of $4.431M versus $6.178M.

Financial position, cash flow and liquidity

At June 30, 2026, total assets were $110.275M, down from $143.663M at December 31, 2025. Total stockholders’ equity was a deficit of $251.073M, compared with a $217.077M deficit; liabilities totaled $22.540M. Convertible preferred stock, classified as temporary equity, had a carrying amount of $338.808M and an aggregate liquidation preference of approximately $339.712M. No goodwill or intangible assets other than goodwill were separately reported.

Cash and cash equivalents were $21.287M versus $82.097M; marketable securities were $51.090M versus $28.602M. Combined cash, cash equivalents and marketable securities were $72.377M versus $110.699M. Cash, cash equivalents and restricted cash were $21.909M at June 30, down from $82.719M at year-end. Marketable securities had a fair value of $51.090M and amortized cost of $51.132M, and were substantially U.S. Treasuries.

H1 net cash used in operating activities was $34.505M versus $30.619M; purchases of property and equipment were $3.819M versus $3.732M. Net investing cash flow was $(25.613)M versus $24.756M, including $55.571M of marketable-security purchases and $33.777M of maturities in 2026. Financing cash flow was $(0.692)M versus $0.050M, and cash, cash equivalents and restricted cash decreased $60.810M versus $5.813M. Management says available cash, cash equivalents and marketable securities will not fund operations for the 12 months following issuance of the statements; substantial doubt exists about the company’s ability to continue as a going concern. Additional capital is needed, and failure to obtain it could require spending reductions or curtailment of programs.

Development investment, financing and obligations

Property and equipment, net, increased to $22.029M from $18.900M, including construction in progress of $11.042M versus $8.645M. H1 depreciation expense was $0.9M versus $0.8M; no impairment losses were recognized. Operating lease liabilities were $9.771M at June 30, based on $11.628M of minimum payments less a $1.857M present-value discount; the average remaining term was 4.87 years and the incremental borrowing rate was 7.70%. H1 lease expense was $2.6M versus $2.3M.

In August 2026, Aspen entered a noncancelable lease for approximately 48,696 square feet in La Jolla for a new headquarters. The 93-month term runs July 2027 through March 2035, with rent abated until July 2029; aggregate base rent is approximately $20.2M net of abatements, and refurbishment allowances are up to $4.5M. The accounting impact was still under evaluation.

The $8.0M CIRM award supports sasineprocel’s Phase 1/2a study. Aspen records qualifying award amounts as offsets to R&D expense, not as revenue; H1 offsets were $0.9M versus $1.0M, with no cash disbursements in either period. The related deferred liability was zero at June 30, versus $0.4M at year-end. The award period is expected to end in September 2026; if treated as a grant, royalties continue until payments reach nine times the award.

The Cell X note had original principal of $5.0M, bears 8% annual interest and is accounted for at fair value. Its fair value was $0.946M at June 30, 2026, versus $0.944M at December 31, 2025—well below original principal. It matured June 10, 2026, was not extended by issuance, and Aspen had neither called nor converted it. Valuation relies on probability-weighted scenarios, including 1.5–2.5 years to liquidity, 70% volatility and a 29.3% discount rate. An August 2026 agreement amendment shifted the collaboration to fee-for-service development and engineering services, retained licenses for Parkinson’s disease and leukodystrophies, and reduced maximum milestone payments from $46.0M to $14.9M. A possible maturity extension to March 31, 2028 remained conditional.

Other potential commitments include Cell X development milestones of up to $30.5M plus $15.5M for additional indications under the earlier arrangement; Sumitomo milestones and low-single-digit royalties; and AJ milestones of up to $135,000 for development and $1.1M for sales thresholds. A loan facility of up to $40.0M expired undrawn in November 2025, leaving no debt obligations under that facility.

Equity, dilution and subsequent events

Stock-based compensation nearly doubled to $2.483M from $1.220M in H1, including $1.251M in R&D and $1.232M in G&A. A further $12.0M of unrecognized compensation was expected to be expensed over a weighted-average 3.2 years. At June 30, 3,043,497 options were outstanding; only 44,106 shares remained available under the plan. Common shares outstanding increased from 1,074,089 at the start of H1 to 1,109,569 at June 30. Potentially dilutive securities totaling 21,655,306 shares were excluded from diluted loss per share in 2026 as antidilutive.

In August and September 2026, Aspen forgave CEO and director promissory notes of approximately $2.1M principal plus $0.223M accrued interest, associated with 622,707 shares, and expects approximately $1.8M of incremental noncash stock compensation in Q3. The company effected a 1-for-9.8821 reverse stock split on October 23, 2026; share and per-share information was retrospectively adjusted.