RZRA Rezera Inc. S-1/A amended IPO prospectus section summaries

Offering overview

Rezera Inc. filed Amendment No. 1 to its Form S-1 on November 5, 2026, for its initial public offering. No public market for its common stock existed before the offering.

The gross proceeds are before underwriting discounts, commissions, and expenses.

Potential GSK participation and strategic relationship

Glaxo Group Limited, affiliated with GSK plc, has expressed nonbinding interest in purchasing up to 2,083,333 shares—up to $25.0M at the $12.00 midpoint. The prospectus estimates that purchase would represent approximately 10% of common stock outstanding immediately after the offering. GSK may purchase more, fewer, or no shares, and the underwriters may allocate it more, fewer, or no shares.

In November 2026, Rezera also entered into a right of first negotiation and clinical advisory board agreement with GSK, establishing a strategic relationship described elsewhere in the prospectus.

Listing and filer status

Rezera applied to list its common stock on the Nasdaq Global Market under ticker RZRA. Completion of the offering is contingent on satisfying Nasdaq’s listing standards and completing the listing. The company identifies as both an emerging growth company and a smaller reporting company, statuses that qualify it for reduced public-company disclosure requirements.

Effective September 9, 2026, NodThera Inc. changed its corporate name to Rezera Inc. References to “NodThera Inc.” in the prospectus refer to Rezera Inc. under its former name. “Rezera,” the “Company,” “we,” “us” and “our” refer to Rezera Inc. and its wholly owned subsidiaries. This section is introductory and reports no financial results, material business developments, or risks.

Rezera (formerly NodThera): business and development

Rezera is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors, with exclusive worldwide rights to both candidates. Its lead candidate, ruvonoflast, is designed to suppress NLRP3-driven sterile inflammation and penetrate peripheral tissue and the brain; trabzanoflast is optimized for CNS penetration and neuroinflammation. Rezera has generated no drug-sales revenue.

Ruvonoflast has completed five human trials and was observed to be well tolerated in those trials and in nonclinical toxicology work. It has not been tested in PAD patients: the evidence so far comes from other indications and consists of biomarker changes, not demonstrated clinical-outcome benefits in PAD.

Rezera plans to initiate a single, well-controlled Phase 3 PAD trial in H1 2027, after discussions with the FDA, EMA and MHRA; it is engaging with the FDA before submitting an IND. The company targets a 2028 Phase 3 readout and an early-2029 NDA submission, with approval in 2029 contingent on trial success and regulatory review. It intends to pursue PAD first, followed by broader ASCVD indications. Trabzanoflast has completed Phase 1 and showed activity in in-vitro NLRP3 models and reduced neuroinflammation in CNS nonclinical models; Rezera plans a Phase 2 proof-of-concept trial.

Market opportunity and strategy

Rezera estimates about 20 million U.S. adults have PAD, associated with $21 billion in annual U.S. direct healthcare costs. It estimates a potential ruvonoflast PAD market of about $5 billion, based on assumptions about penetration, pricing, reimbursement and competition. The company says more than half of diagnosed U.S. ASCVD patients have residual inflammatory risk, about 30% have elevated hsCRP, and 80% of PAD patients have elevated hsCRP. PAD can progress to chronic limb-threatening ischemia, which affects more than two million U.S. patients; approximately 150,000 non-traumatic lower-extremity amputations occur annually in the U.S.

Rezera cites the lack of approved therapies directly targeting inflammation in PAD and ASCVD as an unmet need. It points to external evidence—including CANTOS, JUPITER, LoDoCo2 and COLCOT—as supporting the inflammation-targeting rationale; these studies do not establish that ruvonoflast improves clinical outcomes. The company believes oral dosing, potential combination use, tissue penetration and a low observed and theoretical risk of immune suppression may differentiate ruvonoflast from investigated monoclonal antibodies. If approved, it intends to self-commercialize in the U.S., initially targeting approximately 50 centers of excellence, while also exploring other ASCVD and neurological indications and expanding its pipeline through discovery, licensing or acquisitions.

Historical financial results

Amounts in millions, except per-share data.

H1 2026 included a $1.452 million foreign-currency transaction loss, compared with a $1.996 million gain in H1 2025. The pro forma common-stockholder results reflect preferred-stock conversion and specified equity-award vesting adjustments, but exclude shares sold in the offering.

Liquidity, financing and offering

At June 30, 2026, Rezera had a $210.679 million accumulated deficit and $201.091 million of convertible preferred stock. Pro forma adjustments include a July 17, 2026 $15.0 million term-loan borrowing from Silicon Valley Bank (with Rezera and NodThera Limited as co-borrowers), approximately $15.0 million of net proceeds from a July 15 Series D4 issuance, conversion of preferred stock into common shares, and stock-based compensation related to accelerated vesting.

The company is offering 16,666,667 voting common shares at an assumed $12.00 per share, with a 30-day underwriter option for 2,500,000 additional shares. Estimated net proceeds are $181.0 million, or $208.9 million if the option is exercised in full. Proceeds plus existing cash are intended to fund ruvonoflast through topline data from the proposed Phase 3 PAD trial and general corporate purposes; at the assumed offering size, they are not expected to fund trabzanoflast through Phase 2 topline data. At the assumed price and offering size, each $1.00 change in price changes cash, working capital, assets and equity by approximately $15.5 million; each 1.0 million-share change in offering size changes each by approximately $11.2 million.

Immediately after the offering, 20,776,793 common and non-voting common shares are expected outstanding, or 23,276,793 if the underwriters exercise their option in full. This includes conversion of preferred stock into 4,043,751 common shares and repurchase of 39,198 reverse-vesting restricted stock awards. Excluded are options, warrants and equity-plan reserves, including 762,660 options outstanding at June 30, 2026 (weighted-average exercise price $7.51), 112,307 warrants outstanding at that date ($0.47), later-granted options and warrants, and 3,000,000 shares reserved under the 2026 equity and employee stock purchase plans. A one-for-35.722 reverse stock split took effect November 4, 2026.

In November 2026, Rezera entered a conditional right-of-first-negotiation and clinical advisory board agreement with GSK. If the offering closes and GSK buys the required offering shares, GSK receives negotiation rights concerning certain Phase 3 data, a sale of ruvonoflast and a change of control, and may designate one advisory board member while the right remains outstanding. GSK’s indication of interest in buying up to 2,083,333 shares, or $25.0 million at the assumed offering price, is nonbinding; the agreement could constrain or delay strategic transactions.

Key risks

Rezera has incurred significant operating losses since inception and expects continued losses; recurring losses raise substantial doubt about its ability to continue as a going concern. Since its 2016 founding, it has raised approximately $200 million in equity financing and expects to need substantial additional funding. Its prospects depend on clinical and regulatory success, market acceptance and adequate exclusivity, particularly for ruvonoflast. Other risks include reliance on a limited number of trial and drug-supply third parties, intellectual-property protection, competition, execution with limited resources, retention of personnel and growth management. The company reports material weaknesses in internal control over financial reporting. It is an emerging growth company and smaller reporting company, and its common stock may be volatile or lack an active trading market.

Risk Factors

Clinical development, regulatory approval, and funding

Rezera is a clinical-stage biotechnology company with no approved products or drug-sales revenue. Since its 2016 formation, it has incurred losses every year and expects substantial, increasing losses and negative operating cash flows for the foreseeable future. It raised $201.1 million in gross proceeds through the prospectus date, primarily from private sales of convertible notes and preferred stock. At June 30, 2026, it had $3.9 million of cash and cash equivalents and an accumulated deficit of $210.7 million. FY2025 net loss was $42.2 million, compared with $25.2 million in FY2024. Management concluded that recurring losses, negative cash flows, and the need for additional capital raise substantial doubt about the company’s ability to continue as a going concern for the year following issuance of its financial statements; current plans do not alleviate that doubt.

Ruvonoflast is the lead candidate, initially targeting peripheral artery disease (PAD), with broader atherosclerotic cardiovascular disease (ASCVD) development contingent on PAD results and regulatory feedback. The company has completed three Phase 1 and two Phase 2 ruvonoflast trials and one Phase 1 trabzanoflast trial. A planned Phase 3 PAD trial is a key milestone; the company plans to report topline data and may extend or expand the trial to enroll additional patients and collect major adverse cardiovascular event data. Failure or delay could also impede broader ruvonoflast development. Clinical results—including early or interim findings—may not predict later outcomes; adverse effects, inadequate efficacy, or changing data interpretation could lead to additional studies, narrower labels, clinical holds, or termination.

Trial success and approval are uncertain, lengthy, and costly. FDA or foreign regulators may require additional evidence, disagree with trial design or endpoints, impose restrictions or post-market obligations, or reject applications. Recruitment and retention, competition for patients and sites, CRO performance, manufacturing supply, and changing requirements can delay or undermine studies. A June 2024 Supreme Court decision limiting deference to agency interpretations adds uncertainty around FDA rules. FDA statements and revised draft guidance in 2026 discuss potential reliance on one rigorous pivotal investigation with confirmatory evidence, but are not binding and do not prevent FDA from requiring a second pivotal trial. Expedited pathways are discretionary and do not assure faster approval; accelerated approval can require confirmatory studies and may be withdrawn if obligations are not met.

Rezera expects spending to increase for clinical programs, manufacturing, regulatory work, hiring, facilities, intellectual property, and public-company costs. It has no committed external funding and will need equity or debt financing, government funding, partnerships, or other arrangements. Financing may be unavailable or costly; equity issuance can dilute shareholders, while debt may impose fixed obligations and restrictive covenants. Insufficient capital could force program delays, reductions, or termination. A U.S. strategy of commercializing ruvonoflast itself would substantially increase capital needs, and even approval would not assure profitability.

Commercial, competitive, supply, and intellectual-property risks

There are no approved NLRP3 inhibitors, and efficacy, safety, regulatory prospects, and market potential for this novel target are difficult to predict. Rezera faces numerous NLRP3 developers, including programs at Novartis, AstraZeneca, Eli Lilly, Roche, Ventus, BioAge, Tenvie, Brenig, InSilico, Neumora, and Neurocrine, as well as NLRP3-related work by Monte Rosa. Competitors may have greater resources and may bring safer, more effective, convenient, or less costly products to market first. Market opportunity also depends on the eventual label, patient population, acceptance, pricing, coverage, and reimbursement.

Rezera has no sales or marketing infrastructure or pharmaceutical sales experience. Building a U.S. commercial organization would be costly; third-party partners may be unavailable on favorable terms or may devote inadequate resources. Government and private payers can restrict access through coverage rules, utilization controls, and price negotiations. U.S. and foreign price controls, Medicare inflation rebates and price negotiation, and generic competition could reduce sales and returns. International launches face country-specific approval, pricing, reimbursement, trade, currency, and political risks.

The company depends on outside CROs, investigators, laboratories, manufacturers, and collaborators, while remaining responsible for compliance and having limited control over their execution. It has no manufacturing facilities or personnel and relies on third parties for cGMP production. Ruvonoflast drug substance and proprietary material have a sole supplier; interruption, quality problems, limited capacity, or cost increases could disrupt trials and future supply. Second sourcing and manufacturing changes can require regulatory approval, bridging studies, or additional trials. Foreign suppliers also expose the company to tariffs and trade restrictions.

IP protection is uncertain and essential to commercialization. As of December 31, 2025, Rezera owned eight related patent families but had only one issued U.S. patent. Applications may not issue or may be narrowed, challenged, invalidated, or designed around; patents may expire before meaningful commercialization. Third-party infringement claims or challenges could require costly litigation, licenses, redesigns, or cessation of development or sales. Rezera also depends on third-party IP, trade secrets, confidentiality, and ownership arrangements; inadequate protection or costly licensing could impair development, partnerships, and financing.

GSK negotiation rights, contingent on the specified offering participation, constrain strategic flexibility: they include a 30-day negotiation right for certain change-of-control or ruvonoflast transactions and an exclusive 30-day period after delivery of the RELIEVE-PAD Phase 3 data package. These rights could delay or deter competing proposals, though GSK is not required to transact.

Operating, legal, and financial risks

An August 2025 unauthorized funds transfer resulted in an approximately $2.0 million loss recognized in FY2025. Rezera reports remediation and enhanced controls but cannot assure future prevention or full insurance coverage. Cyberattacks, vendor failures, or employee error could expose clinical, personal, financial, or proprietary information, disrupt operations, delay trials, and trigger liability. Privacy laws include EU/UK GDPR, with potential fines up to €20 million (or £17.5 million in the UK) or 4% of prior-year worldwide annual turnover, whichever is higher.

At June 30, 2026, Rezera had 21 full-time employees and six part-time consultants and expects to expand substantially. It depends on key executives and scientific personnel, has no key-person insurance, and competes for specialized talent. The company also faces healthcare fraud-and-abuse, anti-corruption, sanctions, data-protection, and other compliance risks; violations can result in fines, exclusion from government programs, operational restrictions, and reputational harm. Pandemics, natural disasters, geopolitical conflict, tariffs, financial-market instability, or supplier distress could disrupt research, trials, supply, and access to financing.

At December 31, 2025, tax attributes included $17.9 million of federal NOL carryforwards, $13.7 million of gross state NOLs, and $73.1 million of gross foreign NOLs. Ownership changes may limit their use, and continuing losses make realization uncertain.

IPO, ownership, and reporting risks

At the assumed $12.00 IPO price, new investors face immediate dilution of $2.48 per share based on pro forma as-adjusted net tangible book value at June 30, 2026. IPO purchasers are expected to provide 47% of capital invested since inception but own 80% of post-offering common shares. CEO Geoffrey McDonough has an anti-dilution arrangement to maintain approximately 5% ownership on a fully diluted basis, including a September 2026 warrant for up to 24,142 shares at $35.73 and an expected additional option grant upon the IPO.

Existing officers, directors, principal stockholders, and affiliates are expected to own approximately 20% of common stock after the offering. The company expects 20,776,793 common and non-voting common shares outstanding after the offering, assuming no underwriters’ option exercise; approximately 16,666,667 shares are expected to be immediately tradable. After 180-day lock-ups, up to 4,110,126 additional shares may become eligible for sale, and holders of approximately 4,043,751 shares have registration rights. Blue Owl-affiliated entities will hold all post-offering non-voting common shares, convertible into voting shares subject to ownership limits. Potential share sales and conversions could pressure the stock price or alter voting power. Charter provisions, a classified board, limits on stockholder actions, and Delaware law may also deter or delay takeovers.

The company disclosed a material weakness in financial-reporting controls involving transaction-period recognition, accounting resources and oversight, risk assessment, and monitoring of close and reporting. Remediation is underway but not assured; public-company and Section 404 compliance will add costs. The stock may be volatile, an active market may not develop, and failure to meet Nasdaq requirements could result in delisting. Its estimates and judgments may prove inaccurate, while financial-system or counterparty failures could impair access to funds. The company has never paid dividends and expects to retain any future earnings; it also has broad discretion over offering proceeds. As an emerging growth company, it expects to use available reporting and compliance exemptions, which may reduce disclosure and could make the stock less attractive or less liquid.

Forward-Looking Statements

The company’s forward-looking statements focus on advancing ruvonoflast, trabzanoflast and future drug candidates through clinical development and toward regulatory approval. They include the possibility of initiating a planned registrational Phase 3 trial and establishing the drugs as a new standard of care for inhibiting NLRP3.

Whether these objectives are achieved is uncertain. Key risks include the timing, enrollment and results of clinical trials; the ability to reproduce earlier nonclinical findings and demonstrate safety and efficacy; regulatory decisions; and the extent of unmet need and market opportunity in cardiometabolic and neuroinflammatory diseases.

The company also cites execution risks: dependence on third-party manufacturers and their ability to scale production; finding or acquiring additional candidates and realizing benefits from business-development activities; protecting intellectual property; competition; and attracting and retaining qualified personnel. Its financial outlook depends on estimated expenses and future revenue, capital requirements, the anticipated use of existing cash and offering proceeds, access to additional financing, and its ability to continue as a going concern. General economic conditions, including rising interest rates and inflation, may also affect outcomes.

These statements are predictions based on information and assumptions available as of the prospectus date, not guarantees of future performance; actual results may differ materially. The company says it has no current intention to update forward-looking statements except as required by law.

Market and Industry Data

Market and industry information, including estimates of potential market opportunities, is based on management estimates and on research and materials from third parties, such as publications, studies, surveys, and reports. Neither the company nor the underwriters independently verified the third-party information. Management believes its assumptions are reasonable, but these estimates have limitations and depend on underlying assumptions. The company’s industry is subject to substantial uncertainty and risk, so actual future performance may differ materially from the estimates.

This section provides no financial results, operating metrics, or specific strategic developments.

Use of IPO Proceeds and Funding Outlook

• Estimated net proceeds: Approximately $181.0 million, or $208.9 million if the underwriters exercise their option in full. These estimates assume an offering price of $12.00 per share and reflect estimated underwriting discounts and commissions and offering expenses. At the assumed offering share count, each $1.00 change in the offering price would change net proceeds by $15.5 million; each 1.0 million-share change would change proceeds by $11.2 million, assuming the price remains $12.00.
• Intended uses: The company plans to use the proceeds, together with existing cash and proceeds from the Series D4 Stock issuance and Term Loan, to advance ruvonoflast through topline data from a proposed Phase 3 trial in peripheral artery disease (PAD), expected in 2028, and for general corporate purposes. As of June 30, 2026, cash and cash equivalents were $3.9 million.
• At the assumed offering size, proceeds plus existing cash are not expected to fund trabzanoflast’s Phase 2 proof-of-concept trial through topline data. The company may allocate additional offering proceeds—including those from a larger offering or full exercise of the underwriters’ option—to that trial.
• Runway and capital needs: Based on current plans, existing cash and offering proceeds are expected to fund operating expenses and capital expenditures at least through Q1 2029. This estimate depends on assumptions that may prove incorrect, and available capital could be used sooner. These resources are not expected to fund ruvonoflast, earlier-stage pipeline candidates, or future candidates through regulatory approval.
• The company expects to need substantial additional capital to complete development and commercialization. It plans to seek public or private equity financing or strategic transactions and has no committed external funding source. Additional funds will be needed to fully accomplish the stated uses; the specific uses and spending amounts may change, and management retains broad discretion over deployment.
• Until needed, proceeds are expected to be held in capital-preservation investments, including U.S. government obligations, money-market funds, and insured bank deposits.

RZRA has never declared or paid cash dividends and does not expect to do so 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 depend on the company’s financial condition, operating results, contractual restrictions, capital requirements, and other relevant factors. Future debt, preferred securities, or credit facilities may further restrict the company’s ability to pay dividends; investors should not expect cash dividends.

Capitalization and financing

As of June 30, 2026, actual cash was limited. The pro forma capitalization incorporates the July 2026 $15.0 million Term Loan borrowing, the July 15 sale of Series D4 preferred shares, conversion of preferred stock into common shares, accelerated equity-award vesting compensation, and a new certificate of incorporation. The IPO-adjusted presentation assumes a $12.00 IPO price and includes the offering and the Exchange and repurchase of reverse-vesting RSAs.

The July 15 sale of 16,389,452 Series D4 preferred shares generated approximately $15.0 million in net proceeds. Preferred stock is eliminated in the pro forma presentation through conversion into 4,043,751 common shares. The as-adjusted case includes 16,666,667 common shares offered, net of estimated underwriting discounts and offering expenses, and the Exchange and repurchase of 39,198 reverse-vesting RSAs. These figures are illustrative and depend on the IPO price and final offering terms. For each $1.00 change in the assumed IPO price, cash, equity, and total capitalization change by $15.5 million; for each 1.0 million-share change in shares offered, each changes by $11.2 million, all else equal.

Potential dilution and execution risk

The offering share count excludes outstanding and subsequently issued equity awards and warrants:

The filing also describes accelerated vesting of outstanding time-based awards tied to a proposed change-in-control amendment; this section does not quantify the resulting compensation expense. The substantial increase in pro forma liquidity depends on completion and pricing of the IPO, and capitalization may change with final terms. The preferred-stock conversion, Exchange, equity-award changes, and new charter are significant pre-offering restructuring steps. The $15.0 million Term Loan is the debt shown in the pro forma presentations; actual cash before the financing and offering was limited.

Illustrative IPO dilution

At June 30, 2026, historical net tangible book value (NTBV) was a $201.0 million deficit, or $(1,903.12) per share. After the July financing transactions, pro forma NTBV was $15.3 million, or $3.69 per share. The filing’s illustration assumes an IPO price of $12.00 per share and a base offering of 16,666,667 shares; after the offering, repurchase of 39,198 reverse-vesting restricted stock awards, and estimated underwriting discounts, commissions and offering expenses, pro forma as-adjusted NTBV would be $197.8 million, or $9.52 per share.

The offering would increase NTBV for existing stockholders by $5.83 per share, while new investors would experience immediate dilution of $2.48 per share relative to the assumed IPO price. The historical NTBV calculation deducts the carrying value of convertible preferred stock, which was excluded from stockholders’ deficit.

The pro forma calculation reflects a $15.0 million July 2026 term-loan borrowing, approximately $15.0 million of net proceeds from issuing 16,389,452 Series D4 preferred shares on July 15, 2026, and conversion of all preferred stock into 4,043,751 common shares before the IPO. Results are illustrative and depend on final pricing and offering terms.

Offering and ownership economics

The assumed base offering would raise $200.0 million gross at $12.00 per share. On the filing’s stated as-converted basis, existing holders’ consideration is before estimated offering costs.

Thus, the assumed IPO price is substantially below the average price paid by existing holders.

Offering sensitivities and potential dilution

Assuming the same share count, each $1.00 per share change from the $12.00 assumed price changes post-offering NTBV by $0.75 per share and investor dilution by $0.25 per share. Each additional 1.0 million shares offered would increase NTBV and reduce dilution by $0.07 per share; a 1.0 million-share reduction would have the opposite effect by $0.08 per share. Full exercise of the underwriters’ option for 2.5 million additional shares would result in post-offering NTBV of $9.70 per share and new-investor dilution of $2.30 per share, while reducing existing holders’ share of post-offering ownership by 2 percentage points.

The post-offering share count excludes outstanding equity awards and future plan capacity that could further dilute investors:

• 762,660 options outstanding at a $7.51 weighted-average exercise price, plus 9,764 options granted after June 30 at $35.37.
• 112,307 warrants outstanding at $0.47, plus 45,886 compensatory warrants issued after June 30 at $35.73.
• 2,780,000 shares reserved under the 2026 Plan and 220,000 shares under the ESPP. The 2021 Plan was also amended to reserve 55,987 additional shares before it ceases to be available when the 2026 Plan takes effect.

Future option exercises, equity issuances, or equity or convertible-debt fundraising could create additional dilution.

Business and outlook

RZRA is a clinical-stage biotechnology company developing oral NLRP3 inhibitors, principally ruvonoflast and trabzanoflast. It has no approved products, has never generated product revenue, and does not expect product revenue for several years, if ever. It expects substantial spending and losses to continue as it advances clinical development, manufacturing, regulatory work, and pipeline programs; it cannot predict when, or whether, it will become profitable.

Ruvonoflast Phase 2 trials were completed in June 2026, with data readouts in July. RZRA plans a Phase 3 trial in peripheral artery disease (PAD); further development in other atherosclerotic cardiovascular indications depends on trial results and regulatory feedback. Trabzanoflast remains in clinical development.

Results

H1 operating expenses increased 76.3% and net loss widened 86.1% year over year. R&D growth reflected ruvonoflast’s progression through more costly Phase 2 activity and CMC preparation for Phase 3. G&A rose with personnel, legal, accounting, consulting and public-company preparation costs; H1 2026 personnel costs included $0.4 million of additional stock-based compensation.

H1 ruvonoflast spending included $7.9 million of additional CRO services and pass-through costs to complete Phase 2 trials and $1.4 million of CMC work. FY 2025 increases reflected the ruvonoflast Phase 2 ramp-up and trabzanoflast Phase 1 and supporting safety/toxicology work. Spending on NT-0249 declined as resources shifted to the lead programs; most of its Phase 1-related CMC, CRO and safety/toxicology work had been completed in 2024.

H1 foreign-currency transaction results were a $1.452 million loss versus a $1.996 million gain, principally due to intercompany funding of the UK subsidiary and currency movements. Interest income declined to $0.079 million from $0.405 million as average cash balances fell. H1 2026 also included $0.389 million of recovery income related to the 2025 cybersecurity incident. FY 2025 included a $2.0 million cybersecurity-related G&A loss and a $2.2 million convertible-note fair-value loss; FY 2024 included a $2.0 million note fair-value loss. The notes converted into Series D3 preferred stock in April 2025, so there was no related remeasurement in H1 2026. No income-tax provision was recorded in the periods shown; RZRA maintained a full valuation allowance against deferred tax assets. No UK R&D incentive benefit was recorded in H1 2026 or H1 2025; FY 2024 included a $4.3 million benefit, while FY 2025 did not.

Cash flows and liquidity

H1 operating cash use increased with clinical-program spending and working-capital movements, including prepaid CRO/CMO costs and accrued R&D costs. H1 financing cash use was mainly repayment of the cybersecurity-related promissory note; H1 2025 financing inflows were mainly Series D1/D2 proceeds. FY 2025 operating cash use reflected clinical development and higher net loss, with working-capital movements including $6.6 million of prepaid CRO advances. FY 2025 financing included Series D1 proceeds and a cybersecurity-related note.

Cash and cash equivalents were $3.851 million at June 30, 2026, and accumulated deficit was $210.7 million. In July, RZRA received $15.2 million gross from Series D4 preferred stock and drew $15.0 million under a term loan. Without the anticipated offering proceeds, management expects cash at June 30 plus the Series D4 and loan proceeds to fund operations only into January 2027; management says the offering proceeds, existing cash, Series D4 proceeds and term loan together are expected to fund expenses and capital requirements through Q1 2029. The company concluded that substantial doubt exists about its ability to continue as a going concern for at least one year from issuance of the interim financial statements. It will need additional capital, which may not be available on acceptable terms or at all; financing could dilute shareholders or impose preferences and covenants. A shortfall could force RZRA to delay, reduce or terminate programs, or out-license rights.

RZRA has primarily funded operations through preferred-stock issuances and convertible notes. In April 2025 it raised approximately $49.5 million net from Series D1/D2 and converted notes with approximately $22.3 million aggregate face value into Series D3 preferred stock; the notes had originally been issued with $20.0 million aggregate principal. The $6.4 million cybersecurity-related promissory note, representing funds being recovered by Hong Kong authorities after an unauthorized 2025 transfer, was repaid in February 2026.

Estimates, commitments and reporting

At June 30, 2026, unrecognized compensation cost for unvested stock-based awards was $2.8 million, expected to be recognized over a weighted-average 3.3 years. Weighted-average grant-date option fair value was $5.01 per share in H1 2026 (no options were granted in H1 2025), $8.58 in FY 2025 and $21.08 in FY 2024. Before the IPO, award valuation relied on board estimates and inputs including preferred-stock sale prices, third-party valuations and development progress; post-IPO awards use the quoted common-stock price. R&D accruals depend on estimates of enrollment and vendor work performed, so actual services may differ from estimates.

Convertible notes were valued using Level 3 probability-weighted assumptions. FY 2024 valuation inputs included a 38.2% discount rate, an 80% conversion discount and probabilities of 90% for next-round financing, 5% for maturity and 5% for default. Their fair value was $20.1 million at December 31, 2024 and $22.3 million immediately before conversion in April 2025.

Operating lease liabilities were approximately $0.1 million, all current, for UK office space leased through April 2027. CRO/CMO and other R&D contracts generally require payment for services performed and incurred expenses through cancellation. RZRA reported no off-balance-sheet arrangements. As an emerging growth company and smaller reporting company, it uses scaled disclosure and exemptions, including no auditor attestation of internal controls under SOX Section 404, and elected the JOBS Act extended transition period for new accounting standards.

Business and pipeline

Rezera is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors for cardiovascular and neuroinflammatory diseases. Its lead candidate, ruvonoflast, is designed for tissue and brain penetration; trabzanoflast is optimized for central nervous system (CNS) penetration. The company retains worldwide development and commercialization rights to both candidates.

Ruvonoflast selectively inhibits NLRP3 inflammasome formation. Rezera’s rationale is that this upstream approach could suppress multiple inflammatory pathways while preserving infection-related immune responses. The company reports no clinical-trial infection imbalance to date. However, ruvonoflast has not been tested in PAD patients, and its potential benefit in that disease remains unproven.

Ruvonoflast evidence and PAD plans

Across five completed human trials, Rezera reports generally favorable tolerability. In a 63-patient Phase 1b cardiometabolic trial, ruvonoflast 225 mg twice daily reduced hsCRP by 82%, versus 37% with placebo among calorie-restricted participants; other inflammatory biomarkers also declined. Four treated patients discontinued because of adverse events, but no serious adverse events occurred in treated patients.

In the 176-patient Phase 2 RESOLVE-1 trial, hsCRP reductions through week 24 were statistically significant at both tested doses in diabetic and non-diabetic groups. The trial did not meet its primary weight-loss endpoint. In a post-hoc subgroup with baseline hsCRP above 3 mg/L and evidence of adherence, week-4 hsCRP fell 56.4% with 150 mg once daily and 62.6% with 150 mg twice daily; 33% and 40% of patients, respectively, reached hsCRP below 2 mg/L. Six-month safety results showed no adverse-event or infection imbalance and no serious or severe infections.

In the 82-patient RESOLVE-2 trial, adding ruvonoflast to semaglutide produced statistically significant hsCRP reductions versus semaglutide alone, while weight loss was comparable. Among participants with baseline hsCRP of at least 2 mg/L, combination treatment more than doubled the likelihood of reaching hsCRP below 2 mg/L. In a separate 10-patient Parkinson’s cohort, active metabolite was detected in cerebrospinal fluid and hsCRP reductions exceeded 75% among patients with elevated baseline levels. These findings are biomarker and early-stage evidence, not proof of clinical benefit in PAD.

Rezera plans a single placebo-controlled Phase 3 RELIEVE-PAD trial of approximately 800 patients with walking pain, ability to walk 200 meters, ankle-brachial index below 0.9, and hsCRP above 2 mg/L. The proposed regimen is 450 mg/day for approximately 12 months, with maximum walking distance as the primary endpoint and limb and cardiovascular events also evaluated. The company reports alignment with FDA, EMA and MHRA on core design elements, while acknowledging that the design may change or additional studies may be required. It plans to begin Phase 3 in the first half of 2027, target a 2028 readout, and submit an NDA in early 2029 if results support filing and regulators approve. REIMAGINE-PAD, a planned six-month crossover PET-imaging study, is intended to assess tissue inflammation; REVEAL-PAD is an observational study intended to characterize PAD inflammation, function, quality of life and disease events.

Market, strategy and other pipeline

Rezera estimates approximately 20 million U.S. adults have PAD and about $21 billion in annual direct U.S. healthcare costs. It estimates a potential ruvonoflast market of approximately $5 billion, based on assumptions about penetration, pricing, reimbursement and competition. Its initial focus is Fontaine II patients able to walk about 200 meters; it estimates 8.5 million diagnosed U.S. patients in that category. PAD has substantial residual cardiovascular and limb-event risk despite existing treatments, but market need and external evidence supporting inflammation do not establish ruvonoflast efficacy. If approved, Rezera intends to self-commercialize in the U.S., initially targeting approximately 50 centers of excellence with a focused commercial team.

Trabzanoflast has completed Phase 1, including a study of 55 healthy volunteers (47 active). Rezera reports dose-proportional exposure, target engagement in blood and cerebrospinal fluid, and high steady-state CNS exposure (Kp,uu 1.9); treatment was generally well tolerated, with no serious adverse events. It plans to advance the candidate to a Phase 2 proof-of-concept study in neuroinflammatory disease. Rezera may also expand its portfolio through internal discovery, licensing, acquisitions or partnerships.

Financing, partnerships and operating footprint

Since its 2016 founding, Rezera has raised approximately $200 million in equity financing. A fully drawn term loan entered into July 17, 2026 has a floating annual rate equal to the greater of 6.00% and prime minus 0.75%, with monthly interest payments and principal amortization beginning July 1, 2027 (potentially July 1, 2028 if a specified condition is met). It matures June 1, 2030; voluntary prepayment is allowed only in full, with a final payment equal to 2.50% of original principal advanced. The loan is secured by substantially all assets except intellectual property, restricts encumbrances on IP without lender consent, and requires specified cash balances with the lender. A $275,000 success fee is payable upon specified transactions, including effectiveness of the registration statement.

A November 2026 agreement with GSK provides a right of first negotiation over certain third-party transactions involving ruvonoflast or a change of control, conditional on the offering closing and GSK meeting a specified share-purchase threshold. Rezera must use commercially reasonable efforts to deliver RELIEVE-PAD topline data within 30 days of receipt. Negotiation and exclusivity periods can constrain transaction discussions, although GSK has no right of first refusal and the agreement does not set transaction terms or price.

As of September 30, 2026, Rezera had 21 full-time employees and six part-time consultants; nine employees held M.D. or Ph.D. degrees. Twelve employees worked in R&D. The company has offices in Boston and Cambridge, U.K.

Key risks and protections

Rezera owns no manufacturing facilities and relies on outsourced production; it currently has a single supplier for ruvonoflast drug substance and proprietary material. It intends to add suppliers and secure longer-term commercial agreements. Its ruvonoflast core compound patent family is expected to expire in July 2038, potentially extended to July 2043; pending related families cover formulations, manufacturing and PAD use. Trabzanoflast’s pending compound family is expected to expire in January 2043, potentially January 2048 with extension. Patent issuance, scope and enforceability are uncertain.

Commercialization depends on successful trials, regulatory approval and adequate reimbursement. FDA, foreign regulatory and manufacturing requirements may delay or prevent approval, limit indications or require post-approval studies, warnings or distribution controls. Drug-pricing reforms, Medicare negotiation, Medicaid changes, state measures and payer restrictions could constrain pricing, access and profitability. Healthcare fraud-and-abuse, privacy, cybersecurity and cross-border data rules create potential compliance costs, penalties and operational restrictions; GDPR maximum fines are €20 million or 4% of worldwide annual group revenue, whichever is greater. The company also reports hazardous-material exposure and no environmental-liability or toxic-tort insurance. It reported no current legal proceedings management considered likely to have a material adverse effect.

Management and board transition

CEO Geoffrey McDonough joined in February 2026 after leadership roles at Generation Bio and Swedish Orphan Biovitrum. CFO Chris Guiffre joined in October 2025; during his tenure as CFO and COO, Pear Therapeutics and its subsidiary filed for Chapter 11 bankruptcy in April 2023. CMO Jyothis George joined in July 2025, bringing clinical-development experience at Amgen, Novo Nordisk and Boehringer Ingelheim, including cardiometabolic and obesity expertise. Co-founder Alan Watt has been Chief Scientific Officer since 2021, and Nicholas Clarke, who joined in 2019, has led development as Chief Development Officer since 2022.

The board currently has eight members. Alex Pasteur and Jim Trenkle are expected to resign immediately before the registration statement becomes effective; Kevin Raidy is expected to resign after the offering closes and the Exchange is completed. The post-offering board will comprise five members: McDonough, Donald Nicholson, Elisabeth Björk, Henrijette Richter and Scott Rocklage. Completion of the offering ends the current board-composition provisions and contractual stockholder obligations concerning director elections, including the investor-appointed board representation rights described in the filing.

The company says all directors other than employee-director McDonough are independent and expects the post-offering board and committees to meet Nasdaq and SEC requirements. The five-member board will be divided into three staggered classes, with terms expiring in 2027, 2028 and 2029. The board may set its own size by majority resolution. Directors may be removed only for cause with at least two-thirds of stockholder votes, and vacancies may be filled only by a majority of directors then in office. Together with the staggered terms, these provisions may make it harder for stockholders to change board composition or management quickly, or to effect a change in control.

Oversight and governance policies

The CEO and chairperson roles are separate: the CEO recommends strategy and capital allocation and executes plans, while the chairperson leads board oversight. RZRA considers this separation appropriate at present, but its bylaws and governance guidelines do not require it.

The full board and its committees oversee risk, while management handles day-to-day risk management. The audit and risk committee oversees financial and operational risks, cybersecurity, competition, legal and regulatory matters, financial reporting, internal controls and related-party transactions. Its members include Nicholson, Björk and Rocklage; two members are designated financial experts. The talent committee serves as the compensation committee, and a separate nominating and corporate governance committee oversees director nominations, governance policies and succession planning. Committee memberships are described as independent under applicable SEC and Nasdaq standards.

In connection with the offering, RZRA will adopt a code of business conduct and ethics and a compensation recovery policy compliant with Nasdaq and Dodd-Frank requirements. Its charter and bylaws limit directors’ and officers’ monetary liability for breach of the duty of care, subject to specified exceptions, and provide for indemnification and expense advancement. The company maintains directors’ and officers’ insurance and plans separate indemnification agreements for directors and executive officers. Securities Act indemnification may be unenforceable on public-policy grounds; the filing reports no pending or known threatened proceedings seeking indemnification.

The directors and executives bring biotechnology, pharmaceutical development, clinical, regulatory, investment and public-company experience. George and Björk have specific cardiometabolic and obesity backgrounds. The offering therefore brings both relevant industry expertise and material governance changes, including board departures and the end of contractual investor representation rights.

Executive compensation and leadership

RZRA is an emerging growth company and smaller reporting company and uses scaled executive-compensation disclosures. Fiscal 2025 reported compensation was:

Swisher’s other compensation included $609,500 of cash severance, $3,620 of COBRA premiums and $15,008 of 401(k) matching contributions. He left the company on October 17, 2025, received no annual bonus, and forfeited unvested equity. Nicholson’s option-award value includes $74,170 of incremental fair value from the August 2025 repricing. Option-award amounts reflect ASC 718 accounting values, not realized economic value. Watt’s and Clarke’s compensation was paid in pounds sterling and converted at the 2025 average rate of $1.322 per pound.

2025 bonuses were based on corporate goals covering clinical programs, finance, and hiring and retention, together with individual performance; the board assessed corporate goals at 75% of target. Watt and Clarke received bonuses of £167,023 and £82,489, against target bonuses of 30% and 35% of salary, respectively. Swisher’s target was 50%. Watt and Clarke also receive UK pension contributions equal to 10% of basic salary; U.S. employees receive a 401(k) match of 100% of the first 4% of eligible compensation.

Nicholson served as Executive Chairman throughout 2025 and as principal executive officer from September 24, 2025 through January 22, 2026. Swisher ceased serving as principal executive officer on September 24, 2025. His separation agreement provided 12 months of salary continuation and up to 12 months of company-paid COBRA premiums.

Equity awards and post-offering executive arrangements

At December 31, 2025, Nicholson held 45,965 unexercisable options at a $7.86 exercise price; Watt held 22,150 unexercisable options at $5.14; and Swisher held 28,604 exercisable options at $26.80. Clarke held 248 unvested shares valued at $82, based on the company’s $0.33-per-share common-stock fair value. In August 2025, the board repriced certain outstanding options with exercise prices above $7.86 to $7.86, then-current fair market value. The company says equity is intended to align executives with long-term performance and support retention.

In September 2026, Nicholson received a warrant for 21,744 shares at a $35.73 exercise price, with a ten-year term and four-year vesting. In November 2026, the board approved IPO options, effective upon registration-statement effectiveness, for Clarke (241,643 shares) and Watt (163,442 shares). They have ten-year terms, exercise prices equal to the offering price, and four-year vesting. The grants require continued service and timely completion of the offering; they are forfeited if it does not close within five business days after effectiveness. Clarke’s and Watt’s grants provide full vesting for specified qualifying terminations connected with a sale event, subject to a release.

At anticipated IPO closing, Watt is expected to become President and Chief Scientific Officer under a new agreement with annual salary of £365,000 and a 40% target bonus. Clarke’s anticipated agreement provides annual salary of £350,000 and a 40% target bonus. Their agreements generally provide nine months’ notice or payment, and 12 months for qualifying termination connected with a change in control; Clarke’s change-in-control payment includes target bonus, while the ordinary termination bonus is prorated and performance-based. These payments require a settlement agreement and waiver of claims; without one, entitlement is generally limited to six months’ base salary in lieu of notice. Qualifying change-in-control terminations accelerate time-based equity, subject to pre-offering EMI option terms; other qualifying departures forfeit unvested equity, and termination for cause eliminates notice pay and unvested equity. Watt’s agreement also describes a 12-month change-in-control notice/payment period. The company intends to replace current executive agreements at IPO closing.

Effective upon registration-statement effectiveness, time-based equity outstanding immediately before a change in control generally accelerates, including compensatory warrants, subject to stated exclusions for EMI options and awards granted immediately following effectiveness. The plans also provide transaction-related vesting or settlement in specified circumstances, potentially increasing dilution or compensation payouts.

Incentive plans, governance and potential dilution

A compensation recovery policy becomes effective with the registration statement. Following a financial-reporting restatement caused by material noncompliance with securities-law reporting requirements, the company will seek recovery of excess incentive compensation tied to financial measures and received by current or former executive officers during the preceding three years.

The 2021 equity plan reserved 867,313 shares, with 772,424 options outstanding at September 30, 2026. No further awards will be made under that plan after the offering, although existing awards remain subject to their terms. The 2026 plan initially reserves 2.78 million shares and permits annual increases beginning January 1, 2027 of up to 5% of specified year-end common shares, pre-funded warrant shares and as-converted preferred shares; the talent committee may set a lower increase. No awards had been granted under the 2026 plan as of the prospectus date. The plan authorizes equity- and cash-based awards, including options, stock appreciation rights, restricted stock and units, and performance-based cash awards. It permits discretionary option repricing and cancellation or exchange of options or stock appreciation rights without stockholder consent. Non-employee director annual compensation and award grant-date fair value are capped at $750,000, or $1 million in the year of initial election or appointment.

The 2026 Employee Stock Purchase Plan initially reserves 220,000 shares and permits annual increases from 2027 through 2036, subject to specified caps. Eligible employees may contribute 1%–15% of eligible compensation and purchase shares at 85% of the lower fair market value on the offering’s first day or the purchase-period end date. Offerings may last up to 27 months; purchases are subject to a $25,000-per-calendar-year tax limit and a per-period share cap.

The Senior Executive Cash Incentive Bonus Plan, adopted October 19, 2026 and effective upon registration-statement effectiveness, bases bonuses on company and individual performance. Potential corporate measures include cash flow, clinical and regulatory milestones, revenue, profitability, margins, expenses, working capital, EPS, market share and strategic or financing transactions. The talent committee sets goals and may approve discretionary bonuses; executives generally must remain employed on the payment date, with payment due no later than 2.5 months after fiscal year-end.

FY2025 non-employee director compensation

At December 31, 2025, Björk held options for 11,268 shares; no non-employee director held unvested stock awards. The other listed non-employee directors had no compensation or option awards reported for FY2025. Executive Chairman Dr. Nicholson and CEO Mr. Swisher received no additional director compensation; their executive compensation is reported separately.

¹ Option awards are ASC 718 aggregate grant-date fair values, exclude estimated forfeitures, and do not represent realized economic value.

Post-IPO director compensation policy

The company adopted a non-employee director compensation policy in connection with the IPO, effective when the registration statement becomes effective. Directors designated by pre-IPO stockholders or their affiliates are excluded from the policy’s cash retainers and IPO awards.

Annual cash retainers are $40,000 for each board member and an additional $60,000 for the non-executive chair. Committee retainers are:

Retainers are paid quarterly in arrears and prorated for partial-year service.

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

Initial Awards are options for 8,958 shares upon initial election, subject to continued service. After the offering, continuing non-employee directors receive annual options for 4,479 shares following each annual meeting. These awards have the same earlier-of vesting schedule and continued-service condition; directors appointed between annual meetings receive a prorated annual award at the next meeting. Initial and annual awards expire after 10 years and have an exercise price equal to grant-date fair market value. All outstanding director equity awards accelerate and become fully vested and exercisable upon a defined sale event.

Annual director compensation is capped at $750,000, increasing to $1,000,000 in the calendar year of initial election or appointment. The company reimburses reasonable out-of-pocket meeting expenses; employee directors receive no additional director compensation.

Related-party financing and transactions

In April 2025, the company raised approximately $49.8 million in gross cash proceeds by selling Series D1 shares at $1.50 per share and Series D2 shares at $0.75 per share. It also converted convertible promissory notes with approximately $22.3 million aggregate face value into Series D3 shares at $0.7407 per share. In July 2026, it issued Series D4 shares at $0.9259 per share; aggregate D4 proceeds are not stated. Each Series D preferred share converts into 1 common share per 35.722 preferred shares immediately before the offering closes.

The following related parties purchased Series D preferred shares:

Several purchasers beneficially own more than 5% of voting securities. Sofinnova, 5AM, F-Prime, Blue Owl and Novo are affiliated with board members. F-Prime- and Novo-affiliated directors expect to resign immediately before the registration statement becomes effective; the Blue Owl-affiliated director expects to resign after the offering and Exchange.

CEO anti-dilution arrangement

Under a January 30, 2026 offer letter, Dr. McDonough is entitled to additional options intended to maintain approximately 5% ownership on a fully diluted basis. The company expects the offering to trigger a further anti-dilution obligation. On September 3, 2026, it issued him a warrant for up to 24,142 common shares at $35.73 per share, in consideration of services and to satisfy the anti-dilution right arising from the Series D4 financing. Subject to continued service, 25% vests on December 8, 2026 and the remainder in 36 equal monthly installments. The warrant expires September 3, 2036, subject to earlier termination when service ends.

Blue Owl exchange and governance

At the offering closing, Blue Owl is to exchange common shares for an equal number of non-voting common shares so that it and its affiliates own no more than 4.50% of outstanding common stock immediately after closing. The 4.50% limit also applies when its non-voting shares are converted into common stock. Shares exchanged may include shares received through preferred-stock conversion, warrant exercise and offering purchases. The non-voting shares are to be issued under the Securities Act Section 3(a)(9) exemption.

Existing investors’ rights, voting, and right-of-first-refusal/co-sale agreements provide registration, information, voting and transfer-related rights. They generally terminate at the offering closing, except for registration rights under the investors’ rights agreement. The company intends to enter into indemnification agreements with directors and executive officers in connection with the offering.

A written related-party transaction policy will take effect when the registration statement becomes effective. It requires audit and risk committee approval; before the offering, approval requires a majority of uninterested directors. Material interests must be disclosed to directors and, where applicable, stockholders.

Principal stockholders

As of September 30, 2026, pre-offering beneficial ownership is calculated using 4,149,324 shares outstanding, assuming conversion of all convertible preferred stock. Post-offering percentages reflect the offering and Exchange, exclude non-voting common stock, and assume the underwriters’ option is not exercised. Many institutional holdings consist largely of shares issuable upon conversion of preferred stock; some also include warrants exercisable within 60 days. The table reflects substantial dilution of existing holders’ voting common ownership after the offering.

Blue Owl’s 4.50% post-offering figure excludes non-voting common shares received in the Exchange, including shares purchased in the offering. Those shares cannot be converted into voting common stock if conversion would cause Blue Owl and its affiliates to exceed their designated 4.50% beneficial-ownership limit. Accordingly, the reported post-offering voting ownership percentages do not include all shares Blue Owl may hold.

All current executive officers and directors as a group (10 persons) beneficially own 206,698 shares, or 4.98% before the offering and less than 1% after. Individual disclosed holdings include:

Individual beneficial-ownership counts include options exercisable within 60 days, which are treated as outstanding when calculating that holder’s ownership percentage. Former CEO Daniel Swisher and several listed directors are shown with no beneficial ownership.

Novo’s Jim Trenkle is expected to resign from the board immediately before, and conditioned on, the registration statement’s effectiveness. He is employed by Novo Holdings US, while Novo alone holds voting and dispositive power over its shares. The filing also describes overlapping relationships between directors and significant investors, including directors associated with Sofinnova and 5AM; the relevant individuals disclaim beneficial ownership except to the extent of any pecuniary interest.

Capital stock and ownership

After the offering, the company is 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. All accrued and unpaid preferred dividends will be waived upon completion of the offering.

At June 30, 2026, 105,573 common shares were outstanding, held by 24 holders of record. This pre-offering figure excludes the conversion of all outstanding convertible preferred stock into common stock immediately before the offering; it is therefore not the post-conversion or post-offering share count.

The offering is for voting common stock. Immediately after it, Blue Owl-affiliated entities will hold non-voting common shares received in exchange for an equal number of common shares under an exchange agreement. The two common classes generally have identical rights, except that non-voting shares do not vote (subject to specified Delaware-law rights). A holder may elect to convert non-voting shares into voting shares, subject to beneficial-ownership limits generally of 9.99% or 4.99%. Holders may designate a different limit up to 19.99%; no advance notice is required when acquiring shares, but 61 days’ notice is required thereafter. Non-voting shares will not be listed, have no mandatory or automatic conversion, and the exchange-agreement shares are subject to underwriter lock-ups.

Potential dilution and resale supply

No preferred shares will be outstanding after the offering, and the company reports no current plan to issue them. The board may nevertheless issue up to 10.0 million preferred shares in one or more series without further stockholder approval. Their rights could rank senior to common stock and could dilute voting power, reduce assets or earnings available to common holders, or delay or prevent a change of control.

At September 30, 2026, 772,424 shares were issuable under outstanding 2021 Plan options, with a $7.90 weighted-average exercise price. Following the offering, 2.78 million common shares will be reserved under the 2026 Plan, in addition to future automatic annual increases and shares from 2021 Plan awards that expire or are returned to the plan.

Certain holders—including holders of shares issued upon preferred-stock conversion and of non-voting shares or their conversion shares—will have demand, short-form and piggyback registration rights. Beginning six months after the offering, holders of at least 30% of outstanding registrable securities may demand an S-1 registration; the company must file as soon as practicable and within 60 days. When eligible, S-3 registrations are available for sales with at least $5.0 million in aggregate net price, with filing due within 45 days and no more than two such registrations in any 12-month period. The company pays registration fees and expenses, while selling holders bear their selling expenses. Demand and short-form rights generally end when Rule 144 or another exemption is available, on the offering’s sixth anniversary, or upon a defined liquidation event.

Governance and takeover provisions

The charter and bylaws provide for a classified board with staggered three-year terms. Directors may be removed only for cause by holders of at least two-thirds of voting shares, and incumbent directors fill board vacancies. Stockholders cannot act by written consent; only a majority of directors then in office may call a special meeting. Annual-meeting nominations and proposals generally require advance notice 90–120 days before the anniversary of the prior-year meeting. Certain charter and bylaw amendments require two-thirds approval. Together, these provisions may make board changes and unsolicited takeover attempts more difficult.

After the offering, Delaware General Corporation Law Section 203 generally restricts business combinations for three years with an “interested stockholder,” generally a person or entity beneficially owning at least 15% of outstanding voting stock, and its affiliates or controlling entities. Exceptions include prior board approval or subsequent board approval plus approval by at least two-thirds of voting stock not owned by the interested stockholder. Covered transactions include mergers, certain dispositions of at least 10% of corporate assets, specified stock issuances or transfers, transactions increasing the interested stockholder’s proportional ownership, and certain loans, guarantees or other financial benefits. These restrictions can limit or delay takeover transactions. The board’s authority to issue preferred stock with potentially acquisition-deterring rights may provide an additional takeover defense.

The Delaware Court of Chancery is the exclusive forum for specified internal-affairs claims. The U.S. District Court for the District of Massachusetts is designated for Securities Act claims, subject to jurisdictional limits and court enforcement.

Listing and administration

The common stock is not currently exchange-listed. The company has applied to list voting common stock on the Nasdaq Global Market under ticker RZRA, and the offering is contingent on listing approval. Non-voting common stock will not be exchange-listed. Computershare Trust Company, N.A. will serve as transfer agent and registrar after the offering.

Shares Eligible for Future Sale

No public trading market existed for RZRA common stock before the offering. After the offering, 20,776,793 common and non-voting common shares are expected to be outstanding, based on shares outstanding at June 30, 2026 and assuming no exercise of the underwriters’ option and no exercise of outstanding options.

Offering shares generally will be freely tradable, except shares held by affiliates. Non-voting shares issued to Blue Owl-affiliated entities in exchange for restricted common shares remain restricted to the same extent as the exchanged shares.

Resale restrictions and potential supply

The near-term public float is limited by lock-ups and resale rules. The company, its directors and executive officers, and holders of substantially all capital stock and convertible or exchangeable securities are subject to lock-up or similar restrictions for at least 180 days after the prospectus date, subject to exceptions and underwriter consent. Most employee, officer and director shares issued under Rule 701 are also locked up; other Rule 701 resales generally cannot begin until 90 days after the prospectus date.

Affiliate resales under Rule 144 are generally limited in any three-month period to the greater of 1% of outstanding shares—207,768 shares immediately after the offering under the stated assumptions—or the average weekly trading volume during the preceding four calendar weeks. Affiliates must also satisfy applicable reporting, manner-of-sale, information and notice requirements. Eligible non-affiliates may generally sell after a six-month holding period if reporting conditions are met, or after one year without Rule 144 restrictions.

Some holders have registration rights that could permit registered shares to become freely tradable when a registration statement becomes effective. The company expects to file Form S-8 registration statements soon after the prospectus to register shares issuable under its equity plans; those shares may be sold unless subject to vesting or lock-up restrictions. The company cautions that actual or perceived sales after restrictions lapse could pressure the share price and impair its ability to raise equity capital.

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

The company does not currently anticipate paying distributions on its common 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 tax-treaty rate applies and the holder provides the required documentation. Dividends effectively connected with a non-U.S. holder’s U.S. trade or business generally are taxed on a net-income basis; a foreign corporation may also face a 30% branch-profits tax. To the extent a distribution exceeds the company’s current and accumulated earnings and profits, it generally reduces the holder’s tax basis first, with any remaining excess treated as gain from a disposition of the stock.

Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling the stock, except where the gain is effectively connected with a U.S. trade or business, an individual holder meets the 183-day U.S. presence test, or special rules for U.S. real property holding corporations apply. The company believes it is not currently, and does not expect to become, a U.S. real property holding corporation (USRPHC), but gives no assurance. If it becomes one, the tax treatment may depend on whether the stock is regularly traded and on the holder’s ownership, including whether the holder exceeds a 5% ownership threshold.

FATCA generally imposes 30% withholding on dividends paid to certain foreign financial institutions and non-financial foreign entities unless applicable reporting, certification, or exemption requirements are met. The filing states that proposed regulations, on which taxpayers may rely before they are finalized, eliminate FATCA withholding on gross proceeds from stock sales; FATCA currently applies to dividends. Backup withholding is generally 24%, but ordinarily does not apply to properly documented non-U.S. holders.

The discussion is limited, subject to interpretation and potentially retroactive changes in law, and is not based on an IRS ruling. It excludes various taxes, special investor categories, and individual circumstances. Tax outcomes therefore depend on a holder’s status, documentation and treaty eligibility, as well as the company’s future status and the circumstances of any trading market.

Underwriting and offering terms

Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co. are leading RZRA’s IPO underwriting, with Wedbush Securities Inc. also participating. Underwriters’ commitments are several, not joint. Subject to the offering conditions, each is generally obligated to purchase its allocated shares if it purchases any; a default by one underwriter could increase the others’ commitments or result in termination of the offering.

The underwriters have a 30-day option to purchase up to 2.5 million additional shares at the IPO price, less discounts and commissions, solely to cover sales exceeding the base offering. RZRA estimates offering expenses, excluding underwriting discounts and commissions, at approximately $4.1 million and has agreed to reimburse certain underwriter expenses up to $40,000.

GSK has indicated nonbinding interest in purchasing approximately $25.0 million of shares at the IPO price. It may purchase more, fewer or no shares, and the underwriters may allocate more, fewer or no shares to it. GSK will receive the same underwriting discount as other public purchasers.

Trading, lock-up and underwriting risks

There was no prior public market for RZRA’s shares. The IPO price will be negotiated, may not reflect the subsequent trading price, and there is no assurance an active market will develop. The underwriters currently intend to make a market after the offering but are not obligated to do so and may stop without notice, creating uncertainty about liquidity and investors’ ability to sell at favorable prices. RZRA has applied to list its shares on the Nasdaq Global Market under ticker RZRA.

RZRA, its officers and directors, and substantially all existing securityholders are subject, with specified exceptions, to a 180-day lock-up on sales and other dispositions without the representatives’ consent. The representatives may release securities from the lock-up at their discretion. Underwriters may undertake stabilization, short-sale, syndicate-covering and related activities that could temporarily support or elevate the share price; they may discontinue these activities at any time, and their effect is uncertain. Underwriters and affiliates may also have other commercial relationships with RZRA and may trade or hedge its securities, including through short positions that could adversely affect the trading price.

Jurisdictional selling restrictions

The prospectus is not registered or approved as a public offering document in the jurisdictions covered by the selling restrictions. Offers are generally limited to qualified, professional, institutional or other exempt investors, or must rely on applicable private-placement exemptions. In Australia, eligible-investor requirements apply and resales are generally restricted for 12 months unless an exemption is available. Singapore restricts offers to specified investor categories and, in certain cases involving investment-holding corporations or trusts, generally limits transfers for six months, subject to exceptions. The shares are not to be publicly offered or listed in Switzerland.

Goodwin Procter LLP (Boston) will provide an opinion on the validity of the common shares being offered. Gibson, Dunn & Crutcher LLP (San Francisco) will advise the underwriters on certain legal matters.

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 statements in reliance on Deloitte’s report and expertise in accounting and auditing. This section provides no additional financial or business information.

Where You Can Find More Information

Rezera has filed an S-1 registration statement covering its common stock offering. The prospectus is not complete; investors should consult the registration statement and its exhibits for fuller disclosure and copies of agreements referenced in the prospectus.

After the offering, Rezera expects to file annual, quarterly, and current reports and other required materials with the SEC. These filings will be available on the SEC’s website at sec.gov and, as soon as reasonably practicable after filing or furnishing, free of charge at rezera.com. Rezera expressly excludes the contents of its website from the prospectus.

Rezera Inc. — FY2025 financial statements

Business, results and outlook

Rezera is a pre-commercial, single-segment biotechnology company developing wholly owned oral NLRP3 inhibitors. It reported no product revenue and expects continuing operating losses and negative operating cash flow as it advances its programs.

Net loss widened 67.3%. Other items included a $2.200M fair-value loss on convertible notes (FY2024: $2.000M loss), $0.726M interest income ($0.450M), and a $0.286M foreign-currency transaction gain (FY2024: $0.257M loss). No income-tax provision was recorded because losses were accompanied by a full valuation allowance.

The CEO reviews the company as one reportable segment, using consolidated net loss and program-level spending to assess performance and allocate resources.

Spending increased substantially on ruvonoflast and trabzanoflast, while NT-0249 spending declined. The company recorded no U.K. R&D incentive credits in FY2025, versus $4.0M in FY2024.

Cash flow and balance sheet

FY2025 financing included $49.788M of Series D preferred-stock proceeds and $6.295M of promissory-note proceeds. Common shares outstanding were 97,697 at both the beginning and end of FY2025; in FY2024 they increased from 93,753 to 97,697.

Other current assets included a $7.5M expected insurance recovery related to a cybersecurity incident. FY2025 liabilities included $6.4M of notes payable; the $20.1M of convertible promissory notes outstanding at the prior year-end had been converted. Accumulated deficit rose to $185.142M from $142.963M.

Financing, preferred stock and dilution

The April 2025 Series D financing raised approximately $49.8M gross cash proceeds through 53,717,515 Series D1/D2 shares; net proceeds were $49.544M. Separately, $22.3M of convertible notes, including accrued interest, converted into 30,048,510 Series D3 shares. Those notes had $20.0M principal, bore 8% interest, and their fair-value change produced a $2.2M loss in FY2025 before conversion. A separate $6.4M asset-secured promissory note with Northern Trust bore 3.71% interest and was settled in February 2026.

At year-end, preferred stock totaled 126,185,933 shares, with a $201.091M carrying value and $259.333M liquidation preference. Series D totaled 83,766,025 shares, with a $71.844M carrying value and $75.255M liquidation preference. Preferred shares accrue cumulative dividends at 6% annually; accrued dividends were $50.3M, none declared or paid in cash. Preferred holders have liquidation priority over common stock, and Series D ranks senior to earlier preferred series.

Potentially dilutive securities excluded from diluted EPS were 3,985,099 at FY2025 year-end versus 1,642,372 a year earlier, including 3,584,851 preferred shares on an as-converted basis versus 1,239,418. Outstanding options covered 281,960 shares (284,666 prior year); warrants covered 112,307 shares. Stock-based compensation expense was $0.993M versus $1.195M. Shares reserved for future issuance increased to 4,409,502 from 1,618,467.

Key risks and other developments

A material business email compromise caused a fraudulent wire transfer. By year-end, $27.0M had been recovered through interbank recoveries, insurance proceeds and a promissory note from the recipient bank; Rezera recognized a $2.0M FY2025 G&A loss for amounts not expected to be recovered. The company said the incident was contained and did not affect financial-reporting systems.

The auditor issued an unqualified opinion but highlighted substantial doubt about Rezera’s ability to continue as a going concern. Management’s plans to seek financing and partnerships did not alleviate that doubt; insufficient funding could force it to reduce or stop development, accept unfavorable collaboration terms, pursue a transaction, or cease operations.

Gross NOL carryforwards rose to approximately $104.7M from $74.4M; a $23.268M valuation allowance offset most of $23.325M in deferred tax assets, leaving net deferred tax assets of $0. The U.K. office lease runs through April 2027, with a $0.137M year-end operating-lease liability. On November 4, 2026, the company effected a 1-for-35.722 reverse stock split and proportionately adjusted preferred-stock conversion ratios; share and per-share financial-statement amounts were retroactively adjusted.

Rezera Inc. — H1 2026 financial and business summary

Rezera is a clinical-stage biotechnology company developing proprietary, wholly owned oral NLRP3 inhibitors. It reported no product revenue. Its single reportable segment is research and development of orally bioavailable small-molecule NLRP3 inhibitors; the CEO assesses performance and allocates resources on a consolidated basis.

Consolidated results

Six months ended June 30; $ millions except per-share and share data.

Per-share and share amounts were retrospectively adjusted for the November 4, 2026, 1-for-35.722 reverse stock split.

Segment expense detail

Six months ended June 30; $ millions.

Ruvonoflast was the largest source of the increase in program expenses. Other segment items include fair-value changes in convertible notes, foreign-currency results, other income, and interest income. Other R&D included stock-based compensation of $0.2 million in H1 2026 versus $0.3 million in H1 2025; G&A included $0.4 million versus $0.2 million.

H1 2026 included a $1.452 million foreign-currency transaction loss, compared with a $1.996 million gain in H1 2025. The prior period also included a $2.200 million fair-value loss on convertible notes before conversion. H1 2026 other income was $0.389 million and interest income was $0.079 million; H1 2025 interest income was $0.405 million.

Cash flow and liquidity

Six months ended June 30; $ millions.

H1 2026 financing cash use included repayment of $6.400 million of promissory notes and $0.403 million of deferred offering costs. The notes were repaid in full following recovery of funds related to the 2025 fraudulent-wire cybersecurity incident. Cash declined $24.738 million during H1 2026. In H1 2025, cash increased $35.263 million, largely reflecting $49.788 million of Series D proceeds.

Balance sheet and capital

At June 30, 2026, with December 31, 2025 comparatives; $ millions.

The $7.482 million cybersecurity insurance receivable reported at year-end was no longer reported at June 30. Convertible preferred stock had a carrying amount of $201.091 million, unchanged from year-end, and an aggregate liquidation preference of $259.333 million.

Common shares issued and outstanding increased from 97,697 at January 1, 2026, to 105,573 at June 30, 2026, as presented. Anti-dilutive securities excluded from diluted loss per share totaled 4,460,939 at June 30, 2026, versus 3,962,988 at June 30, 2025:

Options outstanding rose from 281,960 at the start of 2026 to 762,660 at June 30. Unrecognized option compensation was $2.8 million, expected to be recognized over 3.3 years. H1 stock-based compensation was $0.567 million versus $0.474 million; no shares remained available for future grants under the existing equity plan.

Funding, going concern, and risks

Management concluded substantial doubt exists about the company’s ability to continue as a going concern for the year following issuance, citing recurring losses, negative operating cash flows, expected continued losses, and the need for additional capital. In July 2026, Rezera issued 16,389,452 Series D4 preferred shares at $0.9259 per share for $15.2 million gross proceeds. It also entered a term-loan facility of up to $15.0 million, subject to financing and clinical-development milestones; the full $15.0 million had been drawn by August 21. The loan bears floating interest at the greater of 6.00% and prime less 0.75%, has interest-only payments through July 1, 2027, and matures June 1, 2030. It is secured by substantially all assets excluding intellectual property. Management said these financings did not alleviate substantial doubt. The company increased authorized common shares to 183,000,000 and preferred shares to 142,575,385 in connection with the financing.

Without adequate funding, Rezera may need to delay, reduce, or eliminate R&D, accept unfavorable collaboration terms, pursue a merger or acquisition, or cease operations. Key risks include clinical-development and regulatory failure, competition, IP protection, talent retention, and access to capital; significant product revenue remains uncertain even if development succeeds. Ordinary-course research, clinical, testing, and manufacturing contracts are generally terminable on notice without significant penalty and have no minimum purchase commitments. No material legal proceedings were reported for H1 2026 or H1 2025.