RZRA Rezera Inc. S-1 IPO prospectus section summaries

Rezera Inc. — Preliminary Form S-1 Cover

Rezera Inc. filed a preliminary Form S-1 on October 21, 2026, for an initial public offering of its common stock. The number of shares, expected price range, underwriting discounts, and proceeds are not yet specified, so the offering’s size and expected funding cannot be assessed. The underwriters have a 30-day option to purchase additional shares, but the option amount is also unspecified.

Rezera says there is no existing public market for its common stock. It intends to list the shares on Nasdaq under the ticker RZRA, and completion of the offering is contingent on that listing. Jefferies, TD Cowen, and Cantor are joint bookrunners; Wedbush PacGrow is lead manager.

The prospectus identifies Rezera as both an emerging growth company and a smaller reporting company, allowing reduced public-company disclosure requirements. The cover provides no operating or financial results, use-of-proceeds details, or specific business risks; it describes investment risk generally as high and defers substantive disclosures to later prospectus sections.

• Effective September 9, 2026, NodThera Inc. changed its corporate name to Rezera Inc. References to NodThera Inc. refer to Rezera under its former name; “Rezera,” “Company,” “we,” “us” and “our” refer to Rezera and its wholly owned subsidiaries.
• This section provides no financial information and discloses no business risks or strategic initiatives.

Rezera Inc. (formerly NodThera Inc.; proposed Nasdaq symbol RZRA)

Business and clinical strategy

Rezera is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors. It has no drug-sales revenue, has incurred significant operating losses, expects losses to continue, and says recurring losses raise substantial doubt about its ability to continue as a going concern. Since its 2016 founding, it has raised approximately $200.0 million in equity financing and will need substantial additional capital; insufficient funding could delay, reduce, or end development and commercialization plans.

Its lead candidate, ruvonoflast, is being developed first for peripheral artery disease (PAD), where the company says no approved therapy directly targets the underlying inflammatory pathways. Rezera estimates about 20 million U.S. adults have PAD, with $21 billion in annual direct U.S. healthcare costs, and estimates a potential $5 billion market based on assumptions about penetration, price, reimbursement, and competition. If approved, it proposes a focused U.S. launch through about 50 centers of excellence, followed by broader atherosclerotic cardiovascular disease indications. These are company estimates and plans, not evidence of market demand or approved uses.

Ruvonoflast has not been tested in PAD patients. In the Phase 2 RESOLVE-1 cardiometabolic trial, week-four hsCRP fell 56.4% with 150 mg once daily and 62.6% with 150 mg twice daily; hsCRP fell below 2 mg/L in 33% and 40% of patients, respectively. Median IL-6 fell 38.2% and 62.3%, and median fibrinogen fell 19.0% and 17.8%. In a separate trial of calorie-restricted patients at high cardiovascular risk, hsCRP fell 82% with ruvonoflast versus 37% with placebo. The company interprets these biomarker results as evidence of broad NLRP3-pathway inhibition, but their relevance to PAD outcomes is unproven. It reports ruvonoflast was well tolerated in five completed human trials and nonclinical toxicology studies.

Rezera plans to initiate a registrational Phase 3 PAD trial in H1 2027, target a 2028 readout, and submit an NDA in early 2029; any approval in 2029 depends on successful trials and regulatory review. The company says it has discussed a single well-controlled Phase 3 trial with the FDA, EMA, and MHRA and is engaging with the FDA before submitting an IND. Its rationale is that residual inflammatory risk persists despite standard cardiovascular treatments. External studies (CANTOS, JUPITER, LoDoCo2, and COLCOT) support the broader anti-inflammatory hypothesis, but do not establish ruvonoflast efficacy.

Rezera positions ruvonoflast’s oral dosing, potential combination use, low observed and theoretical immune-suppression risk, and intended peripheral and brain penetration as differentiators from investigated monoclonal antibodies. Its second candidate, brain-penetrant trabzanoflast, completed Phase 1 and showed activity in in-vitro NLRP3 models and reduced neuroinflammation in nonclinical CNS models; Rezera plans a Phase 2 proof-of-concept trial in neuroinflammatory disease. Both candidates are wholly owned, with exclusive worldwide development and commercialization rights. NLRP3 has biological rationale but limited clinical validation; prior inhibitor MCC950 was discontinued following safety findings.

Financial results and liquidity

Rezera reported no revenue. For H1 2026, R&D expense was $19.855 million (from $10.310 million in H1 2025), G&A was $4.698 million (from $3.614 million), and operating expenses and operating loss were $24.553 million (from $13.924 million). Net loss was $25.537 million (from $13.723 million); net loss attributable to common stockholders was $31.583 million (from $18.786 million), including preferred dividends of $6.046 million (from $5.063 million). H1 2026 also included a $1.452 million foreign-currency transaction loss, versus a $1.996 million gain in H1 2025, and $0.079 million of interest income versus $0.405 million. Pro forma net loss attributable to common stockholders, reflecting accelerated vesting expense and excluding preferred dividends, was $28.374 million; pro forma net loss per share was $0.22 on 130.315 million weighted-average shares.

For FY 2025, R&D expense was $31.369 million (from $16.759 million in FY 2024), G&A was $9.622 million (from $6.639 million), and operating expenses and operating loss were $40.991 million (from $23.398 million). Net loss was $42.179 million (from $25.205 million); net loss attributable to common stockholders was $53.505 million (from $33.100 million), including preferred dividends of $11.326 million (from $7.895 million). FY 2025 included a $2.200 million loss from the fair-value change in convertible promissory notes (versus $2.000 million in FY 2024), a $0.286 million foreign-currency gain (versus a $0.257 million loss), and $0.726 million of interest income (versus $0.450 million). Pro forma net loss attributable to common stockholders was $42.965 million; pro forma net loss per share was $0.40 on 108.575 million weighted-average shares.

At June 30, 2026, actual cash and cash equivalents were $3.851 million, working capital was negative $0.170 million, total assets were $9.211 million, and stockholders’ deficit was $199.383 million; convertible preferred stock was $201.091 million. Pro forma figures, including a $15.0 million Silicon Valley Bank term loan, approximately $15.0 million net proceeds from a July 2026 Series D4 preferred-stock sale, preferred-stock conversion, and accelerated vesting expense, were cash of $33.975 million, working capital of $14.954 million, total assets of $39.335 million, and stockholders’ equity of $16.832 million. Preferred stock becomes zero on conversion. Goodwill and intangible assets are not separately presented in the summary balance-sheet table. IPO proceeds and post-IPO liquidity cannot be quantified from the supplied summary.

Capitalization and key risks

The stated pre-offering common-share basis was 146.803 million shares as of June 30, 2026, after specified pro forma adjustments, including conversion of 144.432 million preferred shares and repurchase of 1.401 million reverse-vesting restricted awards at the offering. Excluded were 27.246 million outstanding options (weighted-average exercise price $0.21), 1.988 million subsequently granted options (weighted-average exercise price $0.99), and 1.639 million subsequently issued warrants (exercise price $1.00). Certain time-based awards accelerate vesting immediately before a change in control, generating additional stock-based compensation expense. IPO proceeds are intended to fund the proposed Phase 3 PAD trial, commercial readiness if approved, earlier pipeline work, and general corporate purposes.

Key risks include dependence on ruvonoflast and uncertain clinical and regulatory outcomes, continued financing needs, third-party trial execution and limited drug-product and starting-material suppliers, IP protection, market acceptance and generic competition, and whether self-commercialization is practical. Rezera also identifies key-personnel and scaling risks and material weaknesses in internal control over financial reporting. It qualifies as both an emerging growth company and a smaller reporting company, has elected the JOBS Act extended transition period for certain accounting standards, and receives related reduced disclosure requirements.

Business, pipeline and financing

RZRA is a pre-revenue, clinical-stage biotech with no approved products or drug-sale revenue. Its prospects center on NLRP3 inhibitors ruvonoflast and trabzanoflast: ruvonoflast has completed three Phase 1 and two Phase 2 trials, and trabzanoflast has completed one Phase 1 trial. The company plans to initiate a Phase 3 trial of ruvonoflast for peripheral artery disease (PAD), subject to regulatory discussions, and may pursue broader atherosclerotic cardiovascular disease (ASCVD) indications. It also expects further clinical development of trabzanoflast. Ruvonoflast is the lead program, making delays, failure, or regulatory setbacks particularly consequential; the NLRP3 target is novel and has no approved inhibitors.

RZRA has significant funding needs and substantial going-concern uncertainty. From inception through the filing date, it raised $201.1 million in aggregate gross proceeds through convertible promissory notes and convertible preferred-stock financings. At June 30, 2026, cash and cash equivalents were $3.9 million, against an accumulated deficit of $210.7 million. Net losses were $42.2 million in FY2025, compared with $25.2 million in FY2024. Recurring losses and negative operating cash flows are expected to continue; management concluded substantial doubt exists about the company’s ability to continue as a going concern for the year following issuance of the financial statements, and its plans do not alleviate that doubt.

Clinical, manufacturing, regulatory, staffing and potential commercialization costs are expected to rise. RZRA has no committed external funding source and may need equity or debt financing, government funding, collaborations or licensing; financing may be unavailable or unfavorable. A U.S. self-commercialization strategy for ruvonoflast would materially increase capital requirements. Insufficient capital could delay, reduce or terminate programs; equity or convertible debt could dilute investors, while debt or preferred financing could impose covenants or preferences. Partnerships and licenses may require surrendering valuable rights or future revenue.

Development, regulatory and commercial uncertainty

Trial success and approval are uncertain. Early, interim and topline results may not be reproduced or may be revised after further review; positive findings do not establish later-stage safety or efficacy. Adverse events, inadequate efficacy, enrollment challenges, competition for sites and patients, vendor failures, protocol changes, or evolving standards of care could delay, enlarge, modify or end trials. RZRA relies on CROs, investigators, laboratories, manufacturers and other third parties, remains responsible for compliance, and has limited control over their execution and data quality.

FDA, EMA and other regulators may require additional evidence or studies, change standards during multiyear trials, delay or deny approval, or restrict labels. The June 2024 Supreme Court decision ending judicial deference to certain agency interpretations adds uncertainty around challenges to FDA rules and decisions. FDA policy statements and draft guidance—including the 2026 discussion of one pivotal trial plus confirmatory evidence—do not assure that one trial will suffice. Expedited pathways are discretionary and do not lower approval standards; accelerated approval may require confirmatory trials and can be withdrawn for failure to verify benefit or meet obligations. Approval would bring continuing manufacturing, safety-reporting, labeling and inspection requirements, with possible recalls, restrictions, fines, suspension or withdrawal.

Even an approved product may not gain physician, patient or payer acceptance. The addressable populations, final labels, clinical benefit, pricing, reimbursement and market size remain uncertain. Coverage restrictions, prior authorization, step therapy and cost-sharing can constrain access; government price controls and the Inflation Reduction Act’s Medicare negotiation and rebate provisions may pressure prices. International launches require separate approvals and may face pricing and reimbursement hurdles. RZRA has no sales infrastructure or pharmaceutical selling experience; building a U.S. commercial organization would be costly, while partners could reduce returns or fail to perform. Competition is intense across NLRP3 inhibitors and other anti-inflammatory therapies, including programs at large pharmaceutical companies with greater development, manufacturing and marketing resources. More effective, safer, cheaper or earlier-to-market alternatives could undermine the opportunity.

Execution, supply and intellectual property

As of June 30, 2026, RZRA had 21 full-time employees and six part-time consultants and expects to expand substantially as a public company. Recruiting and retaining specialized scientific, clinical and business personnel, building systems and controls, and managing international operations may strain resources and distract leadership. The company has no manufacturing facilities or personnel and relies on a small supplier base; ruvonoflast drug substance currently has a sole supplier. Disruptions, quality failures, tariffs, supplier reprioritization or difficulty qualifying alternatives could delay trials or future supply. RZRA also depends on collaborators whose funding, priorities, performance or continued participation it cannot assure.

IP protection is central but uncertain. As of December 31, 2025, RZRA owned eight patent families related to its two candidates and one issued U.S. patent. Applications may not issue or may provide narrow protection; patents may be challenged, invalidated, designed around or expire before meaningful commercialization. Third-party claims could require costly licenses, damages or redesigns, or enjoin development or sales. Ownership disputes, limited geographic coverage, trade-secret disclosure and unfavorable licensing terms could also weaken exclusivity. Maintaining and enforcing international rights consumes resources. The crowded patent landscape and exposure of collaborators or licensees add further risk.

Other material exposures and public-company risks

RZRA recognized an approximately $2.0 million FY2025 loss from an August 2025 cyber incident involving unauthorized transfer of funds. The incident was described as contained after remediation, but future attacks could expose sensitive clinical or personal data, disrupt operations, delay development and cause legal or regulatory costs; insurance may not cover all losses. Privacy rules, including GDPR (penalties up to €20 million or £17.5 million, or 4% of prior-year worldwide annual turnover, whichever is higher), add compliance exposure. AI use through third-party tools introduces additional data, security, regulatory and IP risks. Product-liability claims, healthcare-law violations, hazardous-material incidents, geopolitical disruption and natural disasters could also impose substantial costs.

The company reports federal NOL carryforwards of $17.9 million, state gross NOLs of $13.7 million, and foreign gross NOLs of $73.1 million as of December 31, 2025. Their use depends on future taxable income and may be limited by ownership changes. The 2025 tax-law changes to treatment of R&D expenses may affect tax timing and cash flow, particularly for foreign-performed research.

IPO investors face dilution from existing securities, including a September 3, 2026 warrant for CEO Geoffrey McDonough to purchase up to 862,426 common shares at $1.00 per share. The stock may be volatile, an active market may not develop, and post-lockup sales could pressure the price. Material weaknesses in financial reporting controls require remediation, additional staffing and expense; remediation is not assured. Public-company compliance adds cost and management burden. Concentrated insider influence and charter provisions may limit stockholder influence or impede a change of control; reduced emerging-growth-company disclosures may also affect investor interest. RZRA has paid no dividends and expects any investor return to depend on share-price appreciation.

Forward-Looking Statements

The prospectus discusses the company’s clinical and business plans; these forward-looking statements are not guarantees of future performance. Their realization depends on substantial uncertainties, including the timing, pace and results of current and future clinical trials; whether earlier nonclinical findings can be replicated; and the ability to demonstrate safety and efficacy, obtain regulatory approval for ruvonoflast, trabzanoflast and future candidates, and advance programs toward a planned registrational Phase 3 trial for NLRP3-driven diseases.

The company aims to establish its candidates as a new standard of care for inhibiting NLRP3 activation and to build an independent biopharmaceutical company, including by identifying or acquiring additional candidates for cardiometabolic and neuroinflammatory diseases. The size of the potential market, unmet medical need, patient estimates, trial enrollment and the timing and results of trials are all uncertain.

Other execution risks include reliance on third-party manufacturers and their ability to scale production; protecting intellectual property; competition and regulatory changes; recruiting and retaining personnel; and realizing benefits from business-development activities. Financial outlook also depends on uncertain uses of existing cash and offering proceeds, expenses, future revenue and capital requirements, access to additional financing, and the company’s ability to continue as a going concern. Inflation and rising interest rates may also affect outcomes.

Forward-looking statements reflect information and beliefs available as of the prospectus date and may be based on incomplete information. The company generally undertakes no obligation to update them, except as required by law.

Market and Industry Data

Market and industry information, including estimates of potential market opportunities, is based on management’s research and assumptions as well as third-party publications and studies. The company and underwriters have not independently verified the third-party information. Management considers its estimates reasonable, but they depend on assumptions and are subject to limitations. The company cautions that its industry is highly uncertain and risky; actual future performance may differ materially from these estimates.

This section provides no company-specific financial metrics or strategic developments.

Use of Proceeds and Funding Needs

RZRA expects to use IPO proceeds, together with existing cash, proceeds from its Series D4 Stock, and a Term Loan, to advance ruvonoflast through a proposed Phase 3 trial in peripheral artery disease (PAD); prepare for commercialization if the drug is approved; continue development of earlier-stage pipeline programs; and fund working capital and general corporate purposes. The prospectus information provided leaves the expected IPO proceeds, offering price, allocation amounts, and estimated cash runway blank, so those figures cannot be determined.

As of June 30, 2026, RZRA had $3.9 million in cash and cash equivalents. Management believes its available cash and IPO proceeds will fund operating expenses and capital expenditures at least through a date omitted from the prospectus text. This estimate depends on assumptions that may prove incorrect, and cash could be depleted sooner. The company says these resources will not be sufficient to fund ruvonoflast, its earlier-stage pipeline, or future candidates through regulatory approval.

RZRA expects to need substantial additional capital and plans to seek public or private equity financing or strategic transactions; it has no committed external funding source. If it cannot raise capital on acceptable terms, it may have to delay, scale back, or discontinue development or commercialization efforts. Proceeds allocations are estimates based on current plans and may change, and management retains broad discretion over their use; additional funding will be needed to meet the stated objectives.

Until proceeds are deployed, RZRA intends to hold them in capital-preservation investments, including U.S. government obligations, money market funds, and FDIC-insured bank deposits. Returns on these investments are uncertain.

Dividend Policy

RZRA has never declared or paid cash dividends and does not expect to pay them in the foreseeable future. It intends to retain available funds and future earnings to finance business growth and development. Any future dividend would be at the board’s discretion and would depend on the company’s financial condition, operating results, contractual restrictions, capital requirements, and other circumstances. Future debt, preferred securities, or credit facilities may further restrict the ability to pay dividends; investors should not expect cash dividends.

Capitalization and pro forma adjustments

As of June 30, 2026, RZRA had $3.851 million in cash and cash equivalents, a $199.383 million stockholders’ deficit, and $1.708 million in total capitalization. Convertible preferred stock had a $201.091 million carrying amount.

The pro forma presentation increases cash by $30.124 million, to $33.975 million, reflecting the subsequent $15.0 million term-loan borrowing and approximately $15.0 million of net proceeds from issuing 16,389,452 Series D4 shares on July 15, 2026. It also assumes conversion of all outstanding preferred stock into 144,432,177 common shares, repurchase of 1,400,998 reverse-vesting restricted stock awards (RSAs), accelerated vesting of time-based awards and related stock-compensation expense, and adoption of an amended certificate of incorporation.

After these adjustments, pro forma preferred stock is zero, and pro forma stockholders’ equity and total capitalization are each $16.832 million. Pro forma additional paid-in capital is $228.364 million, accumulated deficit is $210.679 million, and accumulated other comprehensive loss is $0.854 million. Although the pro forma cash adjustment includes the stated term-loan borrowing, the capitalization excerpt does not show a separate debt line.

Shares and potential dilution

Common shares outstanding are 3,771,824 actual and 146,803,003 pro forma. The pro forma count includes 40,066 restricted shares and reflects the preferred-stock conversion and RSA repurchase.

Additional potential dilution is excluded from that share count: 27,245,715 options outstanding as of June 30, 2026, at a $0.21 weighted-average exercise price; 1,988,176 options granted subsequently at $0.99; and 1,639,176 warrants issued subsequently at $1.00. The 2021 Plan was amended after June 30 to reserve an additional 2,000,000 shares. Future share reserves under the 2026 Plan and ESPP, as well as the expense associated with accelerated vesting, are not quantified in the excerpt.

Offering-related information

Pro forma-as-adjusted capitalization—including cash, equity, capitalization, assumed IPO price, and offering proceeds—is blank in the supplied text. The filing’s sensitivity amounts for each $1.00 change in IPO price and each 1 million shares are also blank, so the eventual offering capitalization cannot be quantified from this excerpt.

Dilution

As of June 30, 2026, RZRA had a historical net tangible book value deficit of $201.2 million, or $(53.33) per common share. After the specified pro forma adjustments, net tangible book value was $15.1 million, or $0.10 per share—an increase of $53.43 per share attributable to those adjustments.

The pro forma adjustments include a $15.0 million July 2026 term-loan borrowing; approximately $15.0 million of net proceeds from the July 15, 2026 sale of 16,389,452 Series D4 shares; conversion of preferred stock into 144,432,177 common shares; repurchase of 1,400,998 reverse-vesting restricted stock awards; and adoption of an amended and restated certificate of incorporation.

The excerpt leaves the assumed IPO price, offering size, estimated expenses, and post-offering net tangible book value and dilution figures blank. Consequently, the actual per-share dilution to IPO investors and post-offering ownership percentages cannot be determined from the disclosed information. The calculations also exclude any exercise of the underwriters’ option; results would vary with the IPO price, number of shares sold, and option exercise.

The stated pre-offering share-count basis is 146,803,003 common shares, including 40,066 restricted shares, reflecting the specified preferred-stock conversion, Series D4 issuance, and restricted-award repurchase adjustments. This figure excludes the offering shares and substantial potential dilution from outstanding and subsequent equity awards:

• 27,245,715 options outstanding at June 30, 2026, with a weighted-average exercise price of $0.21 per share.
• 1,988,176 options granted after June 30, 2026, with a weighted-average exercise price of $0.99 per share.
• 1,639,176 warrants issued after June 30, 2026, with an exercise price of $1.00 per share.

No shares were reserved for future issuance under the 2021 Plan at June 30, 2026. The plan was amended on September 3, 2026 to reserve 2,000,000 additional shares and will cease to be available when the 2026 Plan becomes effective. The excerpt leaves the 2026 Plan and employee stock purchase plan (ESPP) share reserves blank.

Further option grants or exercises, future share issuances, and equity or convertible-debt fundraising could dilute investors. The company also states that it may seek additional capital even if it believes its current or planned funding is sufficient.

Business and clinical development

RZRA is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors. It has no approved products and has generated no product revenue: revenue was $0 in H1 2026 and H1 2025, and in FY2025 and FY2024. Ruvonoflast has completed Phase 1 and is in Phase 2 development, with Phase 3 planned for peripheral artery disease (PAD); the company reported that its Phase 2 trials completed in June 2026, with data readouts in July. Trabzanoflast has completed Phase 1. Management expects expenses to rise as it advances clinical development, prepares for Phase 3, builds manufacturing and commercialization readiness, invests in its pipeline, and meets public-company costs.

Operating results and expense drivers

H1 2026 net loss was $25.537M, versus $13.723M in H1 2025 (up 86.1%); FY2025 net loss was $42.179M, versus $25.205M in FY2024 (up 67.3%). The accumulated deficit was $210.7M at June 30, 2026. With no revenue, operating expenses and operating loss were $24.553M in H1 2026, versus $13.924M in H1 2025, and $40.991M in FY2025, versus $23.398M in FY2024.

Research and development (R&D) is the principal expense and is increasing with clinical-stage progression:

• H1 2026 R&D: $19.855M, versus $10.310M in H1 2025. Ruvonoflast accounted for $13.925M versus $4.702M; trabzanoflast $2.326M versus $2.205M; NT-0249 $0.041M versus $0.261M; and other R&D $3.563M versus $3.142M. The increase chiefly reflected more costly, later-stage ruvonoflast work: CRO services and pass-through costs rose $7.9M, with another $1.4M of ruvonoflast CMC work ahead of Phase 3. Other R&D also reflects added research staff, including a Chief Medical Officer hired in October 2025.
• FY2025 R&D: $31.369M, versus $16.759M in FY2024. Ruvonoflast was $17.994M versus $10.675M; trabzanoflast $5.814M versus $2.548M; NT-0249 $0.282M versus $0.913M; and other R&D $7.279M versus $2.623M. Spending shifted toward the lead programs and away from NT-0249. Ruvonoflast costs reflected Phase 2 CRO and pass-through work, while trabzanoflast costs rose with Phase 1 and safety/toxicology work.

General and administrative expense was $4.698M in H1 2026, versus $3.614M in H1 2025, reflecting higher personnel costs (including $0.4M more stock-based compensation) and $0.6M higher legal, accounting, and consulting costs associated with public-company preparation. FY2025 G&A was $9.622M, versus $6.639M in FY2024; the 2025 amount included a $2.0M loss related to the August 2025 cybersecurity incident. H1 2026 included $0.389M of other income from additional recovery of incident-related funds.

Other expense, net was $0.984M in H1 2026, versus $0.201M of income in H1 2025. Foreign-exchange results shifted to a $1.452M loss from a $1.996M gain, primarily due to intercompany funding of the UK subsidiary; interest income fell to $0.079M from $0.405M. FY2025 included a $0.286M FX gain, versus a $0.257M loss in FY2024. Convertible-note fair-value losses were $2.2M in FY2025 and $2.0M in FY2024; there was no remeasurement in H1 2026 because the notes had converted in April 2025. Approximately $22.3M face value of notes converted into Series D3 preferred stock; their fair value rose from $20.1M at December 31, 2024, to $22.3M immediately before conversion. No income tax provision was recorded, and a full valuation allowance is maintained against deferred tax assets.

Cash flow, financing, and liquidity

Operating cash outflow was $17.941M in H1 2026, versus $14.639M in H1 2025; investing cash flow was zero in both periods. Financing cash flow was a $6.791M outflow in H1 2026, versus a $49.525M inflow in H1 2025. The H1 2026 outflow mainly reflected repayment of the $6.4M promissory note related to the cybersecurity incident; the H1 2025 inflow mainly reflected Series D1/D2 preferred-stock proceeds.

For FY2025, operating cash outflow was $39.110M, versus $22.083M in FY2024; investing cash flow was zero in both years. Financing cash inflow was $55.839M, versus $0.019M. Cash increased by $17.198M to $28.589M at year-end from $11.391M. FY2025 operating cash use reflected the $42.2M net loss, partly offset by noncash charges and working-capital movements, including $6.6M of higher prepaid expenses for CRO advances.

Cash and cash equivalents were $3.851M at June 30, 2026. In July, the company received $15.2M gross proceeds from a Series D4 stock financing (approximately $15.0M net) and drew the full $15.0M Term Loan. Management expects available resources, including these post-period financings, to fund operations into January 2027. The company nevertheless disclosed substantial doubt about its ability to continue as a going concern for at least one year from issuance of the interim financial statements, and says additional capital will be needed beyond the expected runway, with no assurance it can be raised. Equity or convertible-debt financing could dilute shareholders or impose preferences and covenants; inability to obtain funding could require delaying, reducing, terminating, or out-licensing programs.

Risks and accounting considerations

The 2025 cybersecurity incident involved an unauthorized transfer of company funds to Hong Kong. The related $6.4M promissory note represented funds being recovered by Hong Kong authorities; it was repaid in February 2026 and was no longer outstanding at June 30, 2026. CRO/CMO and clinical-trial costs are expensed as services are performed, and accrual estimates depend on enrollment, site and CRO activity, and protocol or scope changes; actual activity may differ materially from estimates. Clinical, manufacturing, and regulatory spending, foreign-currency exposure, and rising public-company compliance, insurance, and staffing costs add uncertainty. UK R&D incentives were not recorded for H1 2026, H1 2025, or FY2025 because amounts were not reasonably estimable; FY2024 included a $4.3M R&D benefit.

Unrecognized stock-based compensation for unvested awards was $2.8M at June 30, 2026, expected to be recognized over a weighted-average 3.3 years. The company reports no off-balance-sheet arrangements and elected the emerging-growth-company extended transition period for new accounting standards; it also qualifies for scaled reporting and, while eligible, is exempt from auditor attestation of internal controls.

Business overview and development strategy

Rezera is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors. Founded in 2016, it has raised approximately $200 million in equity financing and retains worldwide development and commercialization rights to its candidates. Its strategy is to inhibit NLRP3 upstream in the inflammatory cascade, with the aim of addressing residual inflammatory risk in cardiovascular disease and neuroinflammation.

Ruvonoflast is the lead candidate: an oral prodrug designed for tissue and brain penetration that releases an active metabolite inside cells. The company believes upstream NLRP3 inhibition could reduce multiple inflammatory signals while preserving immune responses that do not depend on NLRP3. Potential benefits, including combination use with GLP-1 receptor agonists, remain hypotheses rather than demonstrated clinical advantages.

Rezera plans to develop ruvonoflast first for peripheral artery disease (PAD) and potentially expand into broader atherosclerotic cardiovascular disease (ASCVD). It estimates PAD affects approximately 20 million U.S. adults, incurs about $21 billion in annual U.S. direct healthcare costs, and could represent an approximately $5 billion market, based on company assumptions about adoption, pricing, reimbursement and competition. The company sees approximately 50 U.S. centers of excellence as a potential focus for an initial launch.

The opportunity reflects substantial unmet need: the filing cites more than two million U.S. patients with chronic limb-threatening ischemia (CLTI), approximately 150,000 non-traumatic lower-extremity amputations annually, and a 25%–30% one-year amputation rate among CLTI patients. It reports that 80% of PAD patients have elevated hsCRP and that advanced disease carries high mortality. These disease statistics support the development rationale but do not establish that ruvonoflast improves patient outcomes. The company has not tested ruvonoflast in PAD patients, and its expected effects on walking ability, quality of life, disease progression and limb or cardiovascular events remain unproven.

Ruvonoflast clinical evidence and planned PAD trial

Ruvonoflast has been studied in five completed human trials involving healthy volunteers, Parkinson’s disease patients and cardiometabolic populations—not PAD patients. In Phase 1, the drug was generally well tolerated, with no serious adverse events; active metabolite was detected in cerebrospinal fluid (CSF), and inflammatory biomarkers declined in some dose groups. In a 14-person Parkinson’s Phase 1b study, active metabolite was also detected in CSF, with biomarker reductions exceeding 75% among patients with elevated baseline hsCRP.

In a 63-person Phase 1b cardiometabolic trial, participants followed a 2,000-kcal/day diet and received 225 mg twice daily for 28 days. hsCRP fell 82% with ruvonoflast versus 37% with placebo; fibrinogen, IL-18 and IL-6 also declined significantly versus placebo. Similar weight loss in both groups suggests the hsCRP difference was not explained by greater weight loss. Four treated participants discontinued due to adverse events, including transaminitis, urticaria and an allergic reaction; no serious adverse events occurred in treated patients.

In RESOLVE-1, a 176-person, six-month Phase 2 cardiometabolic trial, hsCRP reduction through week 24 was statistically significant at both 150 mg once daily and 150 mg twice daily in the all-randomized analysis, but the co-primary weight-loss endpoint was not met. In a post-hoc subgroup defined by elevated baseline inflammation and evidence of adherence, week-4 hsCRP fell 56.4% and 62.6%, respectively; 33% and 40% reached hsCRP below 2 mg/L. RESOLVE-1 reported no imbalance in adverse events or infections and no serious or severe infections. In RESOLVE-2 (82 patients), ruvonoflast added to semaglutide produced statistically significant hsCRP reductions versus semaglutide alone, with comparable weight loss and safety; among participants with baseline hsCRP ≥2 mg/L, the combination more than doubled the likelihood of reaching hsCRP <2 mg/L.

The planned RELIEVE-PAD Phase 3 trial is a randomized, placebo-controlled study of approximately 800 patients, receiving ruvonoflast 450 mg/day or placebo for approximately 12 months. Planned eligibility includes walking pain, ability to walk 200 meters, ankle-brachial index below 0.9 and hsCRP above 2 mg/L; maximum walking distance is the primary endpoint. The company has discussed core design elements with FDA, EMA and MHRA, but details may change and additional studies may be required. It plans to initiate the trial in 1H 2027, with a 2028 readout, an NDA submission in early 2029 and potential approval in 2029; these are contingent milestones, not assured outcomes. REVEAL-PAD is intended to characterize PAD inflammation, function and quality of life and may support Phase 3 planning. A planned REIMAGINE-PAD imaging study would assess inflammation during treatment.

Other pipeline, operations and financing

Trabzanoflast, a separate CNS-penetrant NLRP3 inhibitor, has completed Phase 1 and is being considered for Phase 2 proof-of-concept studies in neuroinflammatory conditions. In 55 healthy volunteers, it was generally well tolerated, with no serious adverse events or clinically significant laboratory changes reported. The company reported CSF target engagement and high CNS exposure (Kp,uu 1.9); clinical benefit remains unestablished.

Rezera relies on third parties for manufacturing and has a single supplier for ruvonoflast drug substance and proprietary material, creating supply-concentration risk. It plans to add suppliers and secure longer-term commercial supply. As of September 30, 2026, it had 21 full-time employees and six part-time consultants, including nine employees with M.D. or Ph.D. degrees.

A fully drawn term loan entered into on July 17, 2026 bears floating annual interest at the greater of 6.00% or the prime rate less 0.75%, with monthly interest payments. Principal amortization begins July 1, 2027, potentially extendable to July 1, 2028 if a specified condition is met; maturity is June 1, 2030. Voluntary prepayment is permitted only in full and triggers a final payment equal to 2.50% of original principal advanced; a $275,000 success fee is due upon specified transactions. The loan is secured by substantially all assets other than intellectual property, restricts encumbrances on IP without lender consent, and requires specified cash to be maintained with the lender. The floating rate, collateral and cash requirements constrain a development-stage company.

Commercial, regulatory and other risks

The company positions ruvonoflast against limited anti-inflammatory options in PAD and cites oral dosing and potential tissue/CNS penetration as differentiators. However, competing therapies and multiple NLRP3 programs are in development, and earlier NLRP3 inhibitor MCC950 was discontinued after safety findings. No NLRP3 inhibitor is approved for neuroinflammatory indications.

Ruvonoflast’s granted composition-of-matter patent family is expected to expire in July 2038, potentially extendable to July 2043. Other ruvonoflast and trabzanoflast applications, including formulation, manufacturing, use and combination patents, are pending; their scope, issuance and enforceability are uncertain.

Approval would not ensure commercial success. FDA and foreign regulators may require further studies, restrict indications, delay or refuse approval, or impose post-approval obligations. Pricing and reimbursement are also uncertain: payors may restrict coverage or demand discounts and evidence of cost-effectiveness. U.S. drug-pricing measures, including IRA negotiation and OBBBA changes, as well as Medicaid funding changes, could affect future access and pricing. International commercialization entails country-specific authorization and pricing requirements. Privacy, data-security, healthcare-compliance and environmental rules create additional potential costs and enforcement exposure; the company does not maintain environmental-liability or toxic-tort insurance. Management reported no legal proceedings believed probable to have a material adverse effect.

Management and governance

The section reports no financial results or operating metrics. Recent leadership changes include Geoffrey McDonough becoming CEO and a director in February 2026, Chris Guiffre becoming CFO in October 2025, and Jyothis George becoming CMO in July 2025. The leadership team and board bring experience in biopharma drug development, clinical and regulatory strategy, obesity and cardiometabolic medicine, and biotech financing. Guiffre previously served as CFO/COO of Pear Therapeutics, which filed for Chapter 11 bankruptcy in April 2023; the filing provides no further detail about his role in or responsibility for that outcome.

The section describes the board as having eight members in one disclosure and identifies five directors in its pre-IPO governance description. The CEO and board chair roles are currently separate, but the governance documents do not require them to remain so. The CEO recommends strategy and capital allocation and leads execution; the chair guides the board’s advice and independent oversight. Management handles day-to-day risk management, with board and committee oversight spanning financial, development and commercialization, operational, strategic, intellectual-property, cybersecurity, competitive, legal and regulatory risks.

IPO-related board changes and protections

Before the registration statement becomes effective, investor-appointed directors Alex Pasteur and Jim Trenkle are expected to resign. Existing contractual provisions governing board composition will terminate upon completion of the offering, ending stockholders’ contractual director-appointment rights. The post-offering board is expected to have CEO McDonough as its only non-independent director, and the company expects the board and committees to meet Nasdaq and SEC requirements.

The board will have three staggered classes with terms expiring in 2027, 2028 and 2029; board size may be set by majority board resolution. Directors may be removed only for cause by holders of at least two-thirds of the votes eligible in a director election, and vacancies may be filled only by a majority of directors then in office. These arrangements could delay or impede stockholder efforts to change management or effect a change in control.

Committees and policies

Upon registration-statement effectiveness, the audit and risk, talent (compensation), and nominating and corporate governance committees will operate under new charters designed to comply with applicable SEC, Nasdaq and Sarbanes-Oxley requirements. Donald Nicholson chairs the audit and risk committee; Nicholson and Scott Rocklage are designated audit committee financial experts. Its responsibilities include financial reporting and internal controls, auditor independence, related-party transactions, earnings releases and major risk exposures. The talent committee oversees executive and director compensation, equity awards and compensation policies; the nominating and governance committee oversees director nominations, governance policies, succession planning and board evaluations. No current or recent company officer or employee roles or relevant interlocks are disclosed for talent committee members.

The company plans to adopt a written code of business conduct and ethics before the registration statement becomes effective and has adopted a Nasdaq-compliant compensation recovery policy effective in connection with effectiveness. Updated charter and bylaws provide director and officer liability limitations and indemnification, subject to statutory and other exceptions. The company has liability insurance and plans separate indemnification agreements with directors and executive officers. No pending or known threatened indemnification-related litigation is disclosed; the filing notes that Securities Act indemnification may be unenforceable as contrary to public policy.

FY2025 compensation and leadership transition

Reported FY2025 compensation was $520,833 for Donald Nicholson (salary $232,847; option-award value $287,986), $1,696,333 for former CEO Daniel Swisher (salary $473,417; options $594,788; other compensation $628,128), $820,521 for Alan Watt (salary $545,197; bonus $220,804; UK pension contribution $54,520), and $489,859 for Nicholas Clarke (salary $346,190; bonus $109,050; UK pension contribution $34,619). Watt’s and Clarke’s compensation was paid in pounds and converted at the FY2025 average rate of $1.322/£. Option-award values are ASC 718 grant-date fair values, not realized value; Nicholson’s includes $74,170 of incremental value from an option repricing.

FY2025 annual base salaries were Nicholson $232,847, Swisher $575,000, Watt £412,403 and Clarke £261,869. Swisher’s reported salary reflects only compensation earned before his October 17, 2025 departure. The board assessed corporate goals—covering clinical programs, finance, hiring and retention—at 75% of target. Watt received a £167,023 bonus and Clarke £82,489; Swisher received no bonus. Target bonuses were 50% of salary for Swisher, 30% for Watt and 35% for Clarke. Certain FY2025 option grants generally vest over four years.

Swisher ceased being principal executive officer on September 24, 2025, and left the company October 17. His separation provides 12 months of salary continuation and up to 12 months of company-paid COBRA premiums; unvested equity was forfeited. His other compensation included $609,500 cash severance, $3,620 in COBRA premiums and $15,008 in 401(k) matching contributions. Nicholson was Executive Chairman throughout FY2025 and served as principal executive officer from September 24, 2025, to January 22, 2026.

Equity awards and anticipated employment terms

In August 2025, certain outstanding options with exercise prices above $0.22 were repriced to $0.22 per share, then the common-stock fair market value. At December 31, 2025, Nicholson had 1,641,977 unexercisable options at $0.22 (expiration August 15, 2035), Watt had 791,229 unexercisable options at $0.1437 (expiration February 1, 2036), and Clarke had 8,876 unvested stock-award shares. Other listed option exercise prices ranged from nominal amounts to $0.75; the stated market value for unvested stock awards could not be determined because the assumed IPO price was blank.

The company intends to replace current executive agreements at offering close. Anticipated terms set Watt’s salary at £365,000 and Clarke’s at £350,000, each with a 40% target bonus. Notice is generally nine months, increasing to 12 months in specified change-in-control circumstances. Payment terms incorporate bonus as specified in the agreements and require settlement and release conditions. Clarke’s qualifying change-in-control termination or good-reason resignation generally accelerates time-based equity, subject to an exception for pre-offering EMI options whose original terms do not provide acceleration. Outside the specified context, unvested equity is generally forfeited; a cause dismissal eliminates notice pay and forfeits unvested equity.

Nicholson received an off-plan 10-year warrant on September 3, 2026, for 776,750 shares at $1.00, vesting 25% after one year and the remainder monthly over 36 months; it fully accelerates immediately before a change in control. A prospective October 19, 2026 award to Clarke covers 3,077,500 options, with an exercise price equal to the offering price and a four-year vesting schedule. It is conditioned on continued service and registration-statement effectiveness by December 31, 2026, and is forfeited if the offering does not close within five business days after effectiveness. It provides full vesting in specified sale-event circumstances if Clarke is terminated without cause or leaves for good reason, subject to a release. Separately, pre-existing time-based awards, including compensatory warrants, are to receive full acceleration immediately before a change in control once the registration statement is effective; EMI options and awards granted immediately after effectiveness are excluded.

Equity and incentive plans

As amended in September 2026, the 2021 Stock Option and Grant Plan reserved 30,982,183 shares. At September 30, 2026, options for 27,594,715 shares remained outstanding and 213,688 restricted shares remained outstanding and subject to repurchase. No further awards will be made under that plan after the offering; existing awards retain their terms.

The 2026 Equity Incentive Plan, adopted October 19, 2026, is intended to replace the 2021 plan and become effective immediately before registration-statement effectiveness. No awards had been made as of the prospectus date, and its initial share reserve was not specified. Beginning in 2027, its reserve may automatically increase each January 1 by up to 5% of specified prior-year outstanding and potentially issuable shares, subject to reduction by the talent committee—a recurring potential source of dilution. The plan permits options, stock appreciation rights, restricted and unrestricted stock, units, dividend equivalents and performance-based cash awards. Options and SARs generally require an exercise price of at least fair market value at grant; their terms are generally capped at 10 years. Non-employee director compensation and grant-date award value are capped at $750,000 annually, or $1 million in the year of initial appointment. The committee may reprice options and SARs without stockholder consent.

Sale-event treatment can accelerate awards: if awards are not assumed, continued or substituted, time-based awards generally vest, while treatment of performance awards may depend on administrator discretion or award terms. For assumed or substituted awards, qualifying termination without cause or resignation for good reason within 12 months can trigger time-based vesting. Underwater options may be canceled without consideration.

The 2026 employee stock purchase plan allows payroll contributions of 1%–15% of eligible compensation and purchases at 85% of the lower fair market value on the offering start or purchase-period end date. It includes a $25,000 annual tax-law limit and potential annual reserve increases through 2036; the initial reserve and stockholder approval date were blank, so authorized shares cannot be determined.

The Senior Executive Cash Incentive Bonus Plan, adopted October 19, 2026, is intended to take effect upon registration-statement effectiveness. Its committee-set objectives may include financial, operational, workforce, financing and strategic measures, as well as R&D, publication, clinical and regulatory milestones. Payments are generally due within 2.5 months after fiscal year-end, and executives generally must remain employed on the payment date; discretionary bonuses are also permitted.

A clawback policy effective upon registration-statement effectiveness requires recovery of excess incentive compensation tied to financial reporting measures received by current or former executive officers during the three years before a qualifying restatement. The company also provides U.S. employees a 100% 401(k) match on the first 4% of eligible compensation and contributes 10% of basic salary to Watt’s and Clarke’s UK pensions. The company says it will reassess compensation arrangements as it transitions to public ownership.

FY2025 director compensation

Elisabeth Björk received $17,500 in cash fees and $52,417 in option awards, for total reported compensation of $69,917. The option figure is the ASC 718 grant-date fair value, excludes estimated service-based forfeitures, and is not the options’ realized economic value. At December 31, 2025, Björk held options for 402,530 shares. No non-employee directors held unvested stock awards.

Alex Pasteur, Kevin Raidy, Henrijette Richter, Scott Rocklage, Jim Trenkle, and Elizabeth Roper each reported zero cash fees, option awards, and total compensation. Executive Chairman Dr. Nicholson and CEO Mr. Swisher received no additional compensation for board service; their compensation is included in executive compensation.

Director compensation policy after the IPO

A new policy takes effect when the IPO registration statement becomes effective. Directors designated by pre-IPO stockholders or their affiliates are excluded from the policy’s cash retainers and specified IPO awards.

Eligible directors’ annual cash retainers are $40,000 per board member, plus $60,000 for the non-executive chair. Annual committee retainers are:

• Audit and Risk: $10,000 for members; $20,000 for the chair.
• Talent: $7,500 for members; $15,000 for the chair.
• Nominating and Corporate Governance: $5,000 for members; $10,000 for the chair.

Retainers are paid quarterly in arrears and prorated for partial years.

At IPO effectiveness, eligible incumbent non-employee directors receive a one-time IPO Award equal to the Initial Award; the non-executive chair instead receives common shares. The IPO Award’s exercise price is the IPO price to the public, and it expires after 10 years. It vests on the earlier of the first anniversary or the next annual meeting.

Eligible newly elected non-employee directors receive initial options for 320,000 shares, subject to continued service. After the offering, continuing directors receive annual options for 160,000 shares following each annual meeting. These options expire after 10 years and vest on the earlier of one year or the next annual meeting, subject to continued service. Midyear appointees receive a prorated annual award at the next annual meeting. Initial and annual option exercise prices equal fair market value on the grant date.

All outstanding director awards fully vest and become exercisable upon a defined sale event. Annual director compensation is capped at $750,000, rising to $1 million in the year of initial election or appointment. Reasonable out-of-pocket expenses for attending meetings are reimbursed.

Related-party transactions and governance

Preferred-stock financings and related-party holdings

In April 2025, the company sold Series D1 and D2 preferred shares for approximately $49.8 million in gross cash proceeds. It also converted outstanding convertible promissory notes with $22.3 million in aggregate face value into Series D3 shares at $0.7407 per share. In July 2026, the company issued Series D4 shares at $0.9259 per share; aggregate D4 proceeds were not stated. Each outstanding Series D preferred share converts into one common share immediately before the offering, creating potential common-share dilution.

The following 5%-plus investors held Series D shares (share counts; columns are D1 / D2 / D3 / D4):

Board ties include representatives of Sofinnova, 5AM, F-Prime, Blue Owl and Novo. F-Prime’s and Novo’s board representatives notified the company that they will resign immediately before the registration statement becomes effective.

CEO anti-dilution arrangements and warrant

Under a January 30, 2026 offer letter, CEO and director Dr. McDonough is entitled to additional options intended to maintain approximately 5% ownership on a fully diluted basis; the offering is expected to trigger another anti-dilution obligation. On September 3, 2026, the company issued him a warrant for up to 862,426 common shares at $1.00 per share for services. At issuance, the warrant satisfied the anti-dilution obligation arising from the D4 financing. Subject to continued service, 25% vests on December 8, 2026, with the remainder vesting monthly over 36 months. The warrant expires September 3, 2036, subject to earlier termination.

Stockholder rights and offering governance

Financing-related investors’ rights, voting, and right-of-first-refusal/co-sale agreements provide registration, information, voting and other rights. Those agreements terminate at the offering close except for registration rights. In connection with the offering, the company intends to enter into indemnification agreements with directors and executive officers. A written related-party transaction policy will take effect when the registration statement becomes effective and requires audit and risk committee approval. Previously, approval required a majority of disinterested directors, with material facts disclosed to stockholders when their vote was required.

Principal stockholders

As of September 30, 2026, the pre-offering ownership calculation assumes automatic conversion of all outstanding convertible preferred stock and 148,204,001 common shares outstanding. Beneficial ownership includes options exercisable within 60 days; certain holders’ totals also include warrants exercisable within 60 days. The post-offering ownership columns are not populated, so the excerpt does not show how the IPO issuance would affect individual ownership percentages.

Ownership is highly concentrated among institutional investors. Novo Holdings held 36,188,333 shares (24.42%), and Blue Owl-affiliated entities held 35,607,285 shares (24.03%); together, they represent 48.45% of the stated pre-offering shares. Other holders above 5% were:

• F-Prime Capital Partners Healthcare Fund V: 19,475,759 shares (13.14%)
• Sofinnova Capital VIII: 17,874,914 shares (12.06%)
• 5AM Ventures-affiliated entities: 17,129,692 shares (11.56%)
• Epidarex Capital-affiliated entities: 10,687,952 shares (7.21%)
• Aventis Inc., a wholly owned Sanofi subsidiary: 8,897,153 shares (6.00%)

These disclosed positions consist predominantly of shares issuable upon conversion of preferred-stock series, with some warrant shares included.

Current executive officers and directors as a group (10 persons) beneficially owned 7,381,831 shares, reported as 4.74%. Chief Scientific Officer Alan Watt’s 4,386,273 shares include 3,494,994 options exercisable within 60 days; Chief Development Officer Nicholas Clarke’s 1,223,992 include 790,887 such options. Chairman Donald Nicholson’s 1,637,389 shares and director Elisabeth Björk’s 134,177 shares are entirely exercisable options. Former CEO Daniel Swisher reported no beneficial ownership. Several directors are associated with major investors; Novo-affiliated director Jim Trenkle notified the company that he would resign immediately before the registration statement becomes effective.

Investor takeaway: The pre-offering cap table indicates substantial institutional ownership and potential investor influence, particularly from Novo Holdings and Blue Owl, each holding roughly one-quarter of shares on the stated basis. Automatic conversion of preferred stock is a key transaction-related change, but the excerpt does not provide enough information to assess post-offering dilution or resulting ownership.

Capital stock and ownership

Following the offering, RZRA will be authorized to issue 710.0 million shares: 500.0 million voting common shares, 200.0 million non-voting common shares, and 10.0 million undesignated preferred shares. Each class has a par value of $0.00001 per share. The company expects no non-voting common or preferred shares to be outstanding immediately after the offering, and accrued and unpaid preferred dividends will be waived upon its completion.

As of June 30, 2026, 3,771,824 common shares were outstanding and held by 24 holders of record. This count excludes the conversion of all outstanding convertible preferred shares into common stock immediately before the offering; the resulting share count is not provided.

Voting common stock carries one vote per share. Non-voting common stock has no voting rights but may be converted one-for-one into voting common, subject to a beneficial-ownership cap initially set at 9.99%. Holders may increase or decrease the cap, up to 19.99%, on 61 days’ notice. Non-voting shares will not be exchange-listed, and RZRA has no present intention to issue them.

Potential dilution and preferred-stock authority

As of September 30, 2026, 27,594,715 shares were issuable upon exercise of outstanding options under the 2021 Plan, at a weighted-average exercise price of $0.21 per share. The 2026 Plan will reserve shares for future awards and automatic annual increases. Shares underlying 2021 Plan awards that expire or are cancelled, forfeited, repurchased or withheld may also return to the reserve. The post-offering fully diluted share count is not provided.

The board may issue up to 10.0 million preferred shares in one or more series without further stockholder approval, and may set their dividend, voting, conversion, redemption and liquidation rights. Preferred stock could take priority over common stock, dilute or impair common holders’ rights, or be used to deter, delay or prevent a change of control. RZRA says it has no present plan to issue preferred stock.

Resale rights and listing

Certain holders, including holders of shares issued upon preferred-stock conversion, have demand, short-form and piggyback registration rights. Beginning six months after the offering, holders of at least 30% of registrable securities may demand a Form S-1 registration; RZRA generally must file within 60 days. If eligible to use Form S-3, holders seeking sales with at least $5 million in aggregate net proceeds may require a filing within 45 days, subject to a limit of two such registrations per 12 months. RZRA bears registration costs; selling holders bear underwriting discounts and commissions. These rights generally end when Rule 144 or another registration exemption is available, six years after the offering, or upon a Deemed Liquidation Event, and may facilitate future resales.

The common stock is not currently exchange-listed. RZRA intends to apply to list its voting common stock on Nasdaq under “RZRA”; the offering is contingent on listing approval.

Governance and takeover provisions

The post-offering charter establishes a three-class staggered board with three-year terms. Directors may be removed only for cause by a two-thirds vote, and vacancies are filled by directors then in office. Stockholders cannot act by written consent; only a board majority may call special meetings; and advance-notice requirements apply to director nominations and stockholder proposals. Certain charter and bylaw amendments require two-thirds approval. Together with the board’s authority to issue undesignated preferred stock, these provisions may make it harder for stockholders to replace directors or pursue unsolicited control changes.

After the offering, Section 203 of the Delaware General Corporation Law will generally restrict business combinations with an interested stockholder owning 15% or more for three years, subject to specified approval or ownership exceptions. The bylaws designate the Delaware Court of Chancery for specified internal-affairs claims and the U.S. District Court for the District of Massachusetts for Securities Act claims, subject to legal limits and court enforcement.

Shares Eligible for Future Sale

Before the offering, there was no public market for the company’s shares. Shares sold in the offering will generally be freely tradable, while most shares held by existing investors are subject to resale restrictions. The excerpt does not state the post-offering share count or the number of shares equal to 1% of shares outstanding.

The company, its directors and executive officers, and holders of substantially all capital stock and convertible or exchangeable securities are subject to lock-up agreements lasting at least 180 days after the prospectus date, subject to specified exceptions and underwriter consent. Most shares eligible for resale under Rule 701 are also lock-up restricted; other Rule 701 shares cannot be sold until 90 days after the prospectus date.

Some holders have registration rights, and shares covered by an effective registration statement may become freely tradable. The company expects to file Form S-8 registration statements soon after the prospectus date. Shares registered under employee benefit plans may be sold once registered, subject to vesting and any applicable lock-up restrictions.

After applicable holding periods and reporting conditions are met, non-affiliates may resell restricted shares under Rule 144. Affiliates are subject to additional requirements, including volume limits—the greater of 1% of then-outstanding shares or average weekly trading volume during the preceding four weeks—as well as manner-of-sale, public-information, and notice requirements.

As lock-ups and other restrictions lapse, Rule 144 sales, registration rights, and future Form S-8 filings could increase the public float. The company cautions that actual or anticipated sales may pressure its share price and impair its ability to raise equity capital.

U.S. Federal Income Tax Considerations for Non-U.S. Holders

RZRA does not currently anticipate paying distributions on its capital stock for the foreseeable future. If it does make distributions, amounts treated as dividends generally are subject to 30% U.S. withholding tax, unless a lower treaty rate applies and the holder provides required documentation. Dividends effectively connected with a U.S. trade or business generally are taxed on a net basis at regular U.S. rates; a foreign corporation may also face a 30% branch-profits tax. Distributions exceeding the company’s earnings and profits generally reduce a holder’s tax basis, with any excess potentially treated as gain from a disposition.

Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling common stock, except when the gain is effectively connected with a U.S. trade or business; an individual holder is present in the United States for at least 183 days during the taxable year and other requirements apply; or the stock is subject to U.S. real-property holding company (USRPHC) rules. The company believes it is not currently, and does not expect to become, a USRPHC, but provides no assurance. If it were a USRPHC, an exemption may be available for holders owning no more than 5% of the stock if it is regularly traded on an established securities market. The company does not assure that its shares satisfy that trading condition.

Proper certification of non-U.S. status generally prevents 24% backup withholding on distributions or gross sale proceeds. FATCA imposes 30% withholding on certain payments, including dividends, to noncompliant foreign financial institutions and certain non-financial foreign entities. Proposed regulations, on which taxpayers may rely, eliminate FATCA withholding on gross sale proceeds.

The discussion is limited to specified non-U.S. holders who hold shares as capital assets and does not cover numerous special-status investors or other taxes. RZRA has not sought an IRS ruling, and tax authorities may interpret or change the rules, potentially with retroactive effect. Investors should consult their tax advisers about their circumstances, applicable treaties, and other tax laws.

Underwriting and offering terms

RZRA has agreed to sell common shares through Jefferies LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co. and Wedbush Securities Inc. The excerpt leaves the underwriters’ share allocations, offering price, underwriting discounts and commissions, proceeds, estimated offering expenses, reimbursement cap, dealer concessions, total shares and the number of shares subject to the 30-day over-allotment option blank. Accordingly, the offering size and net proceeds cannot be determined from this section.

The underwriters’ additional-share option is exercisable at the public offering price less discounts and commissions. If an underwriter purchases shares, the underwriting group must purchase all shares allocated to it; a default could increase the obligations of nondefaulting underwriters or result in termination of the offering.

Trading, liquidity and share-supply considerations

There was no public market for RZRA common stock before the offering. The IPO price will be negotiated and may not reflect subsequent trading prices; the company gives no assurance that an active market will develop or continue. The underwriters currently intend to make a market but are not obligated to do so and may stop without notice, creating liquidity and execution risk.

Stabilizing bids, syndicate covering transactions, short sales and penalty bids may temporarily support or raise the share price above the level that would otherwise prevail, and may be discontinued at any time. Underwriters and their affiliates may also trade or hedge, including through short positions, potentially affecting future trading prices.

RZRA, its officers and directors, and substantially all existing securityholders are subject to a 180-day post-prospectus lock-up, subject to specified exceptions and underwriter waivers. Permitted transfers include certain gifts and family or entity transfers, estate events, option exercises and change-of-control transactions, subject to conditions. Rule 10b5-1 plans may be established or amended during the lock-up but cannot provide for sales during that period. Underwriters may release locked-up securities early, potentially increasing the tradable share supply before the 180 days expire. RZRA intends to apply for Nasdaq listing; the ticker symbol is blank in the excerpt.

Conflicts, indemnification and jurisdictional restrictions

RZRA indemnifies the underwriters for certain liabilities, including Securities Act liabilities, and may contribute to related payments. Underwriters and affiliates may provide or have provided banking or advisory services for fees, hold or trade RZRA securities, or have lending and hedging relationships that could create conflicts of interest.

The offering is subject to jurisdiction-specific restrictions and is not generally available to the public in several markets. In Australia, offers are limited to specified exempt investors, and resales are restricted for 12 months after issuance unless an exemption applies. In the European Economic Area and United Kingdom, public offers generally require an approved prospectus, subject to exemptions including offers to qualified investors and, with representatives’ prior consent, fewer than 150 non-qualified investors. Offers in Hong Kong, Israel, Japan and Singapore are limited to specified professional, institutional, qualified or otherwise exempt investors under local law; the prospectus is not registered with the relevant local regulators. In Singapore, certain investment-holding corporations and trusts acquiring shares under a specified exemption face a six-month transfer restriction, subject to exceptions. No public offering or Swiss exchange listing is contemplated in Switzerland, where the offering materials are not filed with or approved by regulators and collective-investment-scheme protections do not apply. These rules may limit investors’ ability to acquire or resell shares.

This section provides no operating financial metrics or company-specific business developments.

RZRA’s common-share validity will be addressed by Goodwin Procter LLP (Boston, Massachusetts). Gibson, Dunn & Crutcher LLP (San Francisco, California) will address certain legal matters for the underwriters. The section reports no financial metrics, business risks, or strategic developments.

Independent Auditors

Deloitte & Touche LLP, an independent registered public accounting firm, audited Rezera Inc.’s financial statements as of December 31, 2025 and 2024, and for the years then ended. The prospectus includes those financial statements in reliance on Deloitte’s audit report. This section provides no financial metrics, details of the audit opinion, or other business developments.

Where to Find More Information

The company filed a Form S-1 registration statement for its common stock offering. After the offering is completed, it expects to become subject to the reporting requirements of the Securities Exchange Act and to file annual, quarterly, and current reports, proxy statements, and other required information with the SEC. SEC filings will be available through the SEC’s website. The company also expects to make its Forms 10-K, 10-Q, and 8-K, including amendments, available free of charge as soon as reasonably practicable after filing or furnishing them.

The company’s website is identified as a source of information only; its contents are not incorporated into the prospectus. This section contains no financial metrics, operating developments, or company-specific risks.

Rezera Inc. — FY2025 Financial Statements

Business and operating results

Rezera, formerly NodThera, is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors. It has one operating and reportable segment, and reported no product revenue in FY2025 or FY2024. It expects continuing losses and negative operating cash flows as it funds development.

For FY2025, research and development expense increased to $31.369M from $16.759M, and general and administrative expense increased to $9.622M from $6.639M. Total operating expenses and operating loss were $40.991M and $(40.991)M, respectively, versus $23.398M and $(23.398)M in FY2024. The company’s net loss widened to $(42.179)M from $(25.205)M. Interest income was $0.726M from $0.450M, while the fair-value loss on convertible notes was $2.200M from $2.000M.

Segment expense detail (FY2025 from FY2024) shows increased investment in lead programs: ruvonoflast R&D was $17.994M from $10.675M; trabzanoflast R&D was $5.814M from $2.548M. Other R&D was $7.279M from $2.623M, while NT-0249 R&D declined to $0.282M from $0.913M. G&A was $9.622M from $6.639M, and other segment items were $1.188M from $1.807M. Other segment items include convertible-note fair-value changes, foreign-currency transaction gains or losses, and interest income. There was no income-tax provision or benefit in either year.

Cumulative preferred dividends, accruing at 6% annually whether declared or not, were $11.326M from $7.895M. Net loss attributable to common stockholders was therefore $(53.505)M from $(33.100)M; basic and diluted loss per share was $(16.33) from $(10.43), based on weighted-average common shares of 3,276,754 from 3,172,033. Diluted EPS equaled basic EPS because potential shares were anti-dilutive in the loss periods.

Cash flow, liquidity and balance sheet

Net cash used in operating activities was $39.110M in FY2025 from $22.083M in FY2024; capital expenditures were $0 in both years. Financing provided $55.839M, including $49.788M from Series D preferred stock and $6.295M from promissory notes. Cash increased to $28.589M at December 31, 2025, from $11.391M at December 31, 2024.

Total assets were $38.432M from $19.534M; total stockholders’ deficit was $(175.309)M from $(133.948)M. The balance sheet lists no goodwill or intangible assets; accordingly, tangible common equity equals the stockholders’ deficit. Total liabilities were $12.650M from $24.235M. Year-end 2025 included $6.400M of secured notes payable; the $20.100M fair value of convertible notes outstanding at year-end 2024 was no longer outstanding after conversion.

Financing, preferred claims and dilution

The April 2025 Series D financing raised approximately $49.8M in cash: 12.667M D1 shares at $1.50 and 41.051M D2 shares at $0.75. Separately, approximately $22.3M of convertible-note principal and accrued interest converted into 30.049M D3 shares. The financing issued 83.766M Series D shares in total. Common shares outstanding were 3,349,447 at January 1, 2024, 3,490,442 at December 31, 2024, and 3,490,442 at December 31, 2025. Preferred shares increased from 42,419,908 at January 1, 2024, to 126,185,933 at December 31, 2025.

At year-end 2025, preferred stock had a $201.091M carrying value and approximately $259.333M of liquidation preference; accrued preferred dividends totaled $50.3M. Preferred holders rank ahead of common shareholders in liquidation, generally in series order, with Series D ahead of earlier series. Preferred shares are generally convertible at the holder’s option. The sizable preference and potential conversion represent material claims on and dilution to common equity.

Potentially dilutive securities excluded from diluted EPS totaled 142,342,096 shares at December 31, 2025, from 58,672,805 at December 31, 2024, principally reflecting convertible preferred shares on an as-converted basis (128,042,726 from 44,276,701). Total shares reserved for future issuance were 157,517,967 from 57,816,711. Options outstanding were 10,073,764 at a weighted-average exercise price of $0.18, versus 10,170,498 at $0.39; FY2025 stock-based compensation expense was $0.993M from $1.195M, with $3.4M of unrecognized option compensation expected over 3.6 years.

Debt, risk and other matters

The 2023 convertible notes carried 8% interest and were measured at fair value. Their fair value rose from $20.1M at December 31, 2024, to $22.3M immediately before conversion in April 2025; they were Level 3 instruments subject to valuation-model assumptions. In December 2025, Rezera borrowed $6.4M from Northern Trust at 3.71%, secured by company assets, and settled the note in February 2026.

A 2025 business email compromise caused a fraudulent wire transfer. Rezera recovered $27.0M through bank recoveries, insurance and a promissory note, recorded a further $7.5M expected insurance recovery in other current assets, and recognized a $2.0M FY2025 G&A loss for the amount not expected to be recovered. The company said the incident was contained and did not affect financial reporting systems.

Management and the auditor concluded that recurring losses, negative operating cash flows and the need for additional capital create substantial doubt about Rezera’s ability to continue as a going concern for the year following issuance. Planned financing and partnership efforts do not alleviate that doubt; absent adequate funding, the company may need to reduce or delay R&D, accept unfavorable collaboration terms, pursue a transaction, or be unable to continue operations.

U.K. R&D tax credits and related receivables were $0 at December 31, 2025, from $4.0M in FY2024. Gross NOL carryforwards increased to approximately $104.7M from $74.4M, but a full valuation allowance left no net deferred tax assets recognized. The U.K. lease runs through April 2027; year-end lease liability was $0.137M, with $0.1M of operating lease expense in each year. Deloitte issued an unmodified opinion on the FY2025 and FY2024 financial statements; internal control over financial reporting was not separately audited.

Rezera Inc. — Financial Statements (unaudited)

Business and operating performance

Rezera is a clinical-stage biotechnology company developing oral, small-molecule NLRP3 inhibitors. It reported no product revenue. The company has one operating segment, research and development, and manages it based on consolidated net loss.

For the six months ended June 30, 2026, operating expenses and operating loss were $24.553M, up from $13.924M in H1 2025. R&D expense increased to $19.855M from $10.310M, while G&A rose to $4.698M from $3.614M. The largest program-level change was ruvonoflast spending, which increased to $13.925M from $4.702M. Trabzanoflast expense was $2.326M from $2.205M, and NT-0249 expense was $0.041M from $0.261M. Other R&D expense was $3.563M from $3.142M.

Net loss widened to $25.537M from $13.723M. Other items included a $1.452M foreign-currency transaction loss, compared with a $1.996M gain in H1 2025; $0.389M of other income, compared with none; and $0.079M of interest income, down from $0.405M. H1 2025 also included a $2.200M fair-value loss on convertible notes before conversion. After cumulative preferred dividends of $6.046M from $5.063M, net loss attributable to common stockholders was $31.583M from $18.786M. Basic and diluted loss per share increased to $8.60 from $5.55, based on weighted-average common shares of 3,673,083 from 3,383,647; potential securities were excluded from diluted EPS as anti-dilutive.

Cash flow and balance sheet

Net cash used in operating activities was $17.941M in H1 2026, compared with $14.639M in H1 2025; capital expenditures were $0 in both periods. Cash and cash equivalents fell from $28.589M at December 31, 2025 to $3.851M at June 30, 2026, a decrease of $24.738M. Financing activities used $6.791M, including repayment of $6.400M of promissory notes and $0.403M of deferred offering costs; H1 2025 financing provided $49.525M, principally from Series D preferred stock proceeds. Common shares outstanding increased from 3,490,442 at January 1, 2026 to 3,771,824 at June 30.

At June 30, 2026, total assets were $9.211M, versus $38.432M at year-end; total stockholders’ equity (deficit) was $(199.383)M, versus $(175.309)M. Goodwill and intangible assets other than goodwill were both $0 at both dates. Total liabilities were $7.503M from $12.650M, including $7.503M of current liabilities; notes payable declined to $0 from $6.400M. Current liabilities substantially exceeded cash. Other current assets declined to $1.743M from $7.735M, primarily because the $7.482M cybersecurity-incident insurance receivable recorded at year-end was no longer outstanding; VAT receivable rose to $1.484M from $0.253M. Accrued expenses and other current liabilities increased to $3.218M from $2.246M, including accrued other of $1.521M from $0.418M.

The company had 126,185,933 convertible preferred shares outstanding at both balance-sheet dates, with an aggregate carrying amount of $201.091M and stated aggregate liquidation preferences of approximately $259.333M. The preferred liquidation preference is substantial relative to the common-stockholders’ deficit.

Funding, dilution, and outlook

Management concluded that substantial doubt remains about Rezera’s ability to continue as a going concern for the year following issuance; its planned financing and partnership efforts do not alleviate that doubt. In July 2026, the company issued 16,389,452 Series D4 preferred shares at $0.9259 per share, generating $15.2M gross proceeds. On July 17, it also entered a term-loan facility of up to $15.0M, which was fully drawn by August 21. The loan bears a floating rate equal to the greater of 6.00% and prime less 0.75%, has interest-only payments through July 1, 2027, matures June 1, 2030, and is secured by substantially all company assets except intellectual property. These financings provide capital but add secured debt and future interest and repayment obligations.

Potential dilution is significant: 159,340,424 securities were excluded from diluted EPS at June 30, 2026—128,042,725 preferred shares on an as-converted basis, 27,245,715 options, 4,011,918 warrants, and 40,066 unvested restricted shares—compared with 141,552,244 a year earlier. Options outstanding increased from 10,073,764 to 27,245,715 during H1; the company granted 19,257,962, exercised 53,931, and forfeited or canceled 2,032,080. Ending options had a weighted-average exercise price of $0.21, an 8.85-year remaining contractual term, and $1.571M aggregate intrinsic value. H1 stock-based compensation was $0.567M from $0.474M; unrecognized option compensation was $2.8M, expected to be recognized over a weighted-average 3.3 years. No shares remained available for future equity-plan grants.

The company expects continued operating losses and negative operating cash flows while it develops its candidates. If it cannot obtain sufficient capital on acceptable terms, it may need to reduce or delay R&D, seek unfavorable collaboration terms, pursue a merger or acquisition, or be unable to continue operations. Other key uncertainties include clinical and regulatory outcomes, competition, intellectual-property protection, personnel retention, and the timing—or possibility—of significant product revenue.