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

Rezera Inc. — Form S-1/A, Amendment No. 2 (November 9, 2026)

Rezera is pursuing an initial public offering of common stock. The preliminary offering terms are:

The prospectus leaves final underwriting amounts and proceeds blank; the price and proceeds are preliminary and may change.

Glaxo Group Limited, a GSK affiliate, has expressed nonbinding interest in purchasing up to 2,083,333 shares, or up to $25.0M at the assumed $12.00 midpoint. Rezera estimates that this 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 a different amount.

In November 2026, Rezera entered into a right-of-first-negotiation and clinical-advisory-board agreement with GSK, establishing a strategic relationship whose terms and implications are discussed elsewhere in the prospectus.

Rezera has applied to list its shares on the Nasdaq Global Market under the symbol RZRA; completion of the offering is contingent on the listing. There was no public market for Rezera common stock before the IPO, so trading and valuation after the offering are uncertain.

Rezera is a Delaware corporation (SIC 2834) and identifies itself as a non-accelerated filer, smaller reporting company, and emerging growth company, classifications that permit reduced public-company disclosure requirements. The prospectus cautions that investment in the shares involves a high degree of risk.

Company name and terminology

Effective September 9, 2026, NodThera Inc. changed its corporate name to Rezera Inc. References to “NodThera” in the prospectus refer to Rezera under its former name. “Rezera” refers to the company and its wholly owned subsidiaries.

Trademarks and trade names cited in the prospectus belong to their respective owners.

Rezera (RZRA) — Prospectus Summary

Company, pipeline and development strategy

Rezera, founded in 2016, is a clinical-stage biotechnology company with no drug-sales revenue to date. It has raised approximately $200.0 million in equity financing, accumulated substantial operating losses and expects losses to continue. Its recurring losses raise substantial doubt about its ability to continue as a going concern; development plans depend on obtaining additional capital on acceptable terms.

Its wholly owned pipeline consists of oral NLRP3 inhibitors: ruvonoflast, the lead candidate, and trabzanoflast, an earlier-stage, CNS-optimized candidate. Rezera plans to develop ruvonoflast first for peripheral artery disease (PAD), with potential expansion to broader atherosclerotic cardiovascular disease (ASCVD) and neurological indications. After discussions with the FDA, EMA and MHRA, it plans to initiate a single, well-controlled Phase 3 PAD trial in the first half of 2027, targeting topline results in 2028 and an NDA submission in early 2029. Approval in 2029 is conditional on trial results and FDA review. The company aims to self-commercialize in the U.S. through approximately 50 centers of excellence, while also considering partnerships, in-licensing or acquisitions. Trabzanoflast has completed Phase 1; Rezera plans to advance it to a Phase 2 proof-of-concept trial in neuroinflammatory disease.

Clinical rationale and market opportunity

Ruvonoflast has completed five human trials and was reported as well tolerated in those trials and nonclinical toxicology studies, but it has not been tested in PAD patients. In Phase 2 RESOLVE-1, at week 4, 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. These biomarker results support the company’s rationale but do not establish clinical benefit in PAD.

Rezera estimates that approximately 20 million U.S. adults have PAD, associated with $21 billion in annual direct U.S. healthcare costs, and estimates a potential PAD market of approximately $5 billion based on assumptions about penetration, price, reimbursement and competition. PAD is associated with impaired walking and quality of life, elevated cardiovascular mortality risk, chronic limb-threatening ischemia in more than two million U.S. patients, and approximately 150,000 non-traumatic lower-extremity amputations annually. The company says 80% of PAD patients have elevated hsCRP and that current care targets blood flow, clotting and traditional risk factors, rather than the underlying inflammatory pathway.

The proposed thesis is that inhibiting NLRP3 upstream may reduce multiple inflammatory mediators. Rezera cites cardiovascular studies as supporting evidence for targeting inflammation, but these do not demonstrate ruvonoflast’s clinical efficacy. It positions the oral candidate as a potential alternative to biologics, with possible tissue and brain penetration and a reportedly low observed and theoretical risk of immune suppression; these are proposed advantages, not proven comparative outcomes. The company also notes historical NLRP3 development challenges, including potency, therapeutic index and tissue penetration; the earlier inhibitor MCC950 was discontinued after safety findings.

Financial results

Rezera reported no drug-sales revenue. Operating losses increased as research and development spending rose.

H1 2026 included a $1.452 million foreign-currency transaction loss, versus a $1.996 million gain in H1 2025; interest income was $0.079 million versus $0.405 million. FY2025 included $2.200 million of fair-value expense on convertible promissory notes, compared with $2.000 million in FY2024. Pro forma H1 net loss attributable to common stockholders, including accelerated-vesting stock compensation but excluding preferred dividends, was $28.374 million in H1 2026 and $42.965 million in H1 2025; corresponding pro forma loss per share was $7.69 and $13.94.

Balance sheet and financing

The pro forma bridge reflects a $15.0 million SVB term-loan borrowing (Rezera and NodThera Limited are co-borrowers), approximately $15.0 million of net proceeds from a July 2026 Series D4 issuance, conversion of preferred shares into 4,043,751 common shares before the offering, and specified charter and stock-compensation adjustments. The as-adjusted column also reflects repurchase of 39,198 reverse-vesting RSAs and the assumed IPO. The offering estimates are sensitive to its terms: each $1.00 change in IPO price changes cash, working capital, total assets and equity by approximately $15.5 million; each 1.0 million-share change in offering size changes those amounts by approximately $11.2 million, all else equal.

IPO, ownership and use of proceeds

Rezera is offering 16,666,667 voting common shares at an assumed $12.00 midpoint, for estimated net proceeds of $181.0 million, or $208.9 million if the underwriters exercise their 2,500,000-share option in full. Estimated post-offering shares outstanding are 20,776,793, or 23,276,793 with the option fully exercised. Proceeds and existing cash are intended to fund ruvonoflast through proposed Phase 3 PAD topline results and for general corporate purposes. At the assumed offering size, they are not expected to fund trabzanoflast through Phase 2 topline data.

Potential dilution includes 762,660 outstanding options at a $7.51 weighted-average exercise price, 112,307 existing warrants at $0.47, additional post-June options and compensatory warrants, and shares reserved under the 2026 equity plan (2.78 million) and ESPP (220,000). A 1-for-35.722 reverse split took effect November 4, 2026. GSK indicated nonbinding interest in buying up to 2,083,333 shares ($25.0 million at the assumed IPO price), approximately 10% of post-offering shares. If the offering closes and GSK meets the purchase threshold, it receives specified rights of first negotiation and the right to designate one clinical advisory board member; those rights could constrain or delay strategic transactions. Blue Owl-affiliated entities will exchange shares for non-voting common stock after the offering so that they beneficially own no more than 4.50% of voting common stock.

Principal risks

Rezera depends heavily on ruvonoflast and faces uncertainty around a novel target, clinical success, development costs and timelines, regulatory approval, commercialization and market acceptance. Limited resources may require program prioritization, and raising capital on acceptable terms is critical. Other risks include reliance on third-party clinical-trial providers and a limited number of drug-product and starting-material suppliers, supply and compliance disruptions, inadequate intellectual-property protection or exclusivity, and competition. The company has identified material weaknesses in internal control over financial reporting and may not remediate them successfully. It qualifies as both an emerging growth company and a smaller reporting company, with associated reduced disclosure and exemptions, including from auditor attestation of internal controls under SOX Section 404.

Business, funding and going-concern risk

RZRA is an early-stage, pre-revenue biotechnology company formed in 2016. It has generated no drug-sales revenue, and none of its candidates is approved. Ruvonoflast has completed three Phase 1 and two Phase 2 trials; trabzanoflast has completed one Phase 1 trial. The company plans a Phase 3 trial of ruvonoflast for peripheral artery disease (PAD), with broader atherosclerotic cardiovascular disease (ASCVD) development contemplated if the PAD program succeeds. It expects to extend or expand the trial after initial topline data to enroll additional patients and collect major adverse cardiovascular event data.

RZRA raised $201.1 million in gross proceeds from convertible notes and preferred-stock financings from inception through the prospectus date. As of June 30, 2026, it had $3.9 million of cash and cash equivalents and 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 that 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.

Spending is expected to rise substantially with late-stage trials, additional pipeline development, manufacturing and regulatory work, hiring, facilities and public-company costs. RZRA has no committed external funding source and expects to seek equity or debt, partnerships, licensing or other arrangements. Financing may be unavailable or unfavorable; equity can dilute holders, debt can add fixed payments and restrictive covenants, and partnerships may require surrendering valuable rights. A shortfall could force delays, reductions or termination of programs, unfavorable transactions or cessation of operations. Independent U.S. commercialization of ruvonoflast would materially increase capital needs. A significant portion of costs is denominated in British pounds, so sterling appreciation could increase reported expenses and accelerate financing needs.

Development, regulatory and commercial uncertainty

Clinical development is lengthy, expensive and uncertain. Early or preliminary findings may not predict later results, and interim or topline results may change after review. Safety or efficacy failures, adverse events, enrollment difficulties, trial-site or CRO performance, protocol changes, manufacturing problems, or regulators’ requests for additional evidence could delay, expand or end trials. Delays raise costs, postpone potential revenue, may shorten commercial exclusivity and can give competitors time to reach market first. Limited trial size may not reveal rare or delayed safety problems; safety findings could lead to narrower labels, additional studies, warnings, trial holds or withdrawal of approval.

Regulatory standards and policies may change during development. The June 2024 Supreme Court decision eliminating judicial deference to certain agency interpretations adds uncertainty about FDA rules and decisions. In 2026, a former FDA Commissioner described one pivotal trial with confirmatory evidence as a default for novel products, and FDA issued revised draft guidance on that approach; neither assures that one trial will suffice, and FDA retains discretion to require more data. Expedited pathways likewise do not lower approval standards or guarantee faster approval. After approval, extensive requirements for manufacturing, safety reporting, labeling, distribution and promotion continue, with potential recalls, penalties, restrictions or loss of approval for noncompliance. A 43-day U.S. government shutdown beginning October 1, 2025, halted critical agency activities; future disruptions could delay reviews, inspections and trials.

Even approved products may fail commercially. Addressable populations, final labels, efficacy, physician and patient acceptance, pricing, payer coverage and reimbursement are uncertain. RZRA has no established pharmaceutical sales or marketing infrastructure and may need to build one or rely on third parties, either of which could be costly or ineffective. Competition is intense, including other NLRP3 programs and alternative anti-inflammatory therapies; better, safer, cheaper or earlier-arriving treatments could displace its candidates. Payers may restrict access or reimbursement, while government price controls and U.S. healthcare reforms—including Medicare price negotiation and inflation rebates under the Inflation Reduction Act—could pressure pricing. Generic competition after exclusivity expires could further erode returns.

Supply, partnerships and intellectual property

RZRA depends on third parties for clinical trials and manufacturing and has no manufacturing facilities or personnel. It relies on a sole supplier for ruvonoflast drug substance and proprietary material, without redundant second-source arrangements for all supply. A supplier failure, quality issue, capacity constraint or trade disruption could interrupt trials or future commercialization. Replacing suppliers may be slow and require qualification, regulatory work or comparability studies. The company also relies on CROs, whose failures or termination could require repeated or expanded trials and added expense.

As of December 31, 2025, RZRA owned eight patent families relating to ruvonoflast and trabzanoflast, but only one issued U.S. patent. Applications may not issue, and patents may be narrowed, challenged, invalidated, designed around or expire before meaningful commercialization. Third-party infringement, ownership or inventorship disputes could result in costly litigation, damages, injunctions, licensing obligations or loss of rights. Global patent protection is expensive and uneven, while trade-secret disclosure, cybersecurity incidents and limits on third-party licenses could weaken competitive advantage.

Potential GSK rights may constrain strategic flexibility. If the offering closes and GSK meets the specified order threshold—lesser of 19.9% of post-offering common shares or $25.0 million—RZRA must notify and negotiate with GSK before specified ruvonoflast transactions or a change of control. Negotiation periods and subsequent notice rights could delay transactions or limit competing bids, although GSK need not transact.

Operations, compliance and governance

As of June 30, 2026, RZRA had 21 full-time employees and six part-time consultants. It depends on a small group of executives and specialized personnel and has no key-person insurance. Expansion, international operations and public-company compliance will require hiring, systems and management attention. Cyber risk has already caused a loss: an August 2025 unauthorized funds transfer resulted in an approximately $2.0 million loss recognized in FY2025. Remediation and enhanced controls followed, but future attacks could disrupt operations, expose data or cause further financial and regulatory harm. GDPR violations may carry fines up to €20 million (or £17.5 million in the UK) or 4% of prior-year worldwide annual turnover, whichever is higher.

The company identified material weaknesses in financial reporting controls, including transaction recognition, accounting staffing and oversight, risk assessment, and monitoring of financial close and reporting. Remediation is underway but is not assured and will add cost; public-company reporting and internal-control requirements will add further expense and could expose reporting failures.

Offering and shareholder risks

At the assumed $12.00 IPO price, the filing estimates immediate net tangible book value dilution of $2.48 per share. IPO investors would provide 47% of cumulative stockholder investment since inception while owning 80% of outstanding common shares. The CEO’s arrangements target approximately 5% ownership on a fully diluted basis; a September 3, 2026 warrant covers up to 24,142 shares at $35.73 per share, and the IPO is expected to trigger additional options.

After the offering, approximately 20,776,793 common shares are expected to be outstanding, assuming no exercise of the underwriters’ option. Approximately 16,666,667 shares are expected to be freely tradable immediately; lock-ups expire after 180 days, after which up to 4,110,126 additional shares may become eligible for sale. Holders of approximately 4,043,751 shares have registration rights, subject to lock-ups. Sales or perceived sales could pressure the share price. Trading may be volatile, a public market may not develop or persist, and concentrated ownership and anti-takeover provisions may impede a change of control. The company has never paid dividends and expects to retain future earnings, if any.

As of December 31, 2025, tax attributes included $17.9 million of federal NOLs, $13.7 million of gross state NOLs, and $73.1 million of gross foreign NOLs; use may be limited by ownership changes or lack of taxable income. Tax-law changes, including the 2025 Section 174 R&D-cost provisions, may also affect cash flow and tax liabilities.

RZRA’s forward-looking statements focus on advancing its NLRP3 inhibitor candidates, ruvonoflast and trabzanoflast, through clinical development and regulatory review. The outlook includes a planned registrational Phase 3 trial and the ambition to establish the candidates as a new standard of care. Key uncertainties include trial timing, enrollment and results; whether earlier nonclinical findings can be replicated; the ability to demonstrate safety and efficacy; and satisfaction of regulatory requirements.

The company’s prospects also depend on the scale of unmet need and market opportunities in cardiometabolic and neuroinflammatory diseases, its ability to expand the pipeline through internal development and business development, protection of its intellectual property, and reliance on third-party manufacturers for clinical and potential commercial-scale supply.

Financial uncertainties include the expected use of existing cash and offering proceeds, estimates of expenses and capital requirements, future revenue expectations, the need for additional financing, and the ability to continue as a going concern. The section provides no quantified financial outlook. Other risks include competition, regulation, recruitment and retention of personnel, and economic conditions, including inflation and rising interest rates.

Management cautions that projections are not guarantees and actual outcomes may differ materially. RZRA generally undertakes no obligation to update forward-looking statements except as required by law.

Market and industry information—including estimates of potential market opportunities—is based on management estimates and on third-party publications, studies, surveys, and reports. The company accepts responsibility for the information’s accuracy but has not independently verified the accuracy or completeness of third-party data. Management’s estimates draw on publicly available information, industry knowledge, and assumptions it considers reasonable; they are subject to assumptions and limitations. Industry uncertainty and risks, including those discussed in the company’s Risk Factors and forward-looking-statement disclosures, could cause actual future performance to differ materially from these estimates.

Use of Proceeds

At the assumed IPO price of $12.00 per share (the midpoint of the offering range), RZRA estimates net proceeds of $181.0 million, or $208.9 million if underwriters exercise their option in full. These estimates are after underwriting discounts and commissions and offering expenses. With the number of shares offered held constant, each $1.00 change in IPO price would change net proceeds by approximately $15.5 million; with the price held constant, each 1.0 million change in shares offered would change net proceeds by approximately $11.2 million.

As of June 30, 2026, the company had $3.9 million of cash and cash equivalents. It plans to combine IPO proceeds and existing cash with proceeds from its Series D4 Stock and a Term Loan to fund development of ruvonoflast through topline results from a proposed Phase 3 peripheral artery disease (PAD) trial, expected in 2028, and for general corporate purposes. At the assumed offering size, these funds are not expected to cover a Phase 2 proof-of-concept trial of trabzanoflast through topline results; RZRA may direct additional IPO proceeds to that trial if proceeds exceed its estimate.

Management expects existing cash and IPO proceeds to cover operating expenses and capital expenditure requirements at least through Q1 2029. That estimate depends on assumptions that may prove incorrect, and capital could be exhausted sooner. The resources are not expected to fund ruvonoflast, earlier-stage pipeline programs, or future candidates through regulatory approval.

RZRA anticipates needing substantial additional capital for development and commercialization and has no committed external funding source. It expects to seek public or private equity financing or strategic transactions. If it cannot obtain capital when needed or on acceptable terms, it may delay, scale back, or discontinue development or commercialization efforts.

The planned allocations reflect current intentions, not fixed commitments. Actual uses and amounts remain uncertain, additional funds will be needed to accomplish the plans, and management retains broad discretion over proceeds. Until funds are used, the company expects to hold them in capital-preservation instruments, including U.S. government obligations, money market funds, and FDIC-insured bank deposits; investment returns are uncertain.

The company 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; investors should not expect cash dividends. Any future dividend decision would be at the board’s discretion and would depend on the company’s financial condition, operating results, contractual restrictions, capital requirements, and other relevant factors. Future debt or preferred securities, as well as credit facilities, could further restrict dividend payments.

Capitalization

At June 30, 2026, the company had $3.851 million of cash and no term-loan debt. Convertible preferred stock of $201.091 million, offset by a stockholders’ deficit of $199.383 million, resulted in total capitalization of $1.708 million.

The pro forma column reflects the July 2026 $15.0 million Term Loan, the July 15 sale of 16,389,452 Series D4 shares for approximately $15.0 million of net proceeds, conversion of all outstanding preferred stock into 4,043,751 common shares, accelerated-vesting stock-compensation expense, and amended charter provisions. These adjustments increase accumulated deficit from $210.679 million actual to $213.479 million pro forma, a $2.8 million increase.

The pro forma-as-adjusted column assumes an IPO of 16,666,667 common shares at $12.00 per share, the midpoint of the estimated offering range, net of estimated underwriting discounts, commissions and offering expenses, and repurchase of 39,198 reverse-vesting restricted stock awards. The resulting cash balance implies approximately $180.950 million of net IPO proceeds. Actual capitalization will vary with final pricing and offering terms.

With the number of shares offered unchanged, each $1.00 change in IPO price changes pro forma-as-adjusted cash, equity and total capitalization by $15.5 million. With the price unchanged, each 1.0 million change in shares offered changes each of those amounts by $11.2 million.

Common shares and potential dilution

The filing separately identifies 4,110,126 shares outstanding as of June 30, 2026, including 1,121 unvested restricted shares, as the basis for the post-offering, pre-Exchange share calculation; subsequent transactions and the preferred-stock conversion are reflected in the pro forma share count.

Potential issuance beyond the adjusted share count includes 762,660 options at a $7.51 weighted-average exercise price; 9,764 subsequent options at $35.37; 112,307 warrants at $0.47; and 45,886 subsequent compensatory warrants at $35.73. The company also reserved 2.780 million shares under the 2026 Plan and 220,000 shares under the ESPP. An amendment added 55,987 shares to the 2021 Plan reserve; those shares cease to be available when the 2026 Plan becomes effective.

Blue Owl exchange

The pro forma-as-adjusted figures exclude a post-offering exchange in which Blue Owl will exchange common shares for an equal number of non-voting common shares, such that its common-stock ownership is no more than 4.50% immediately after the exchange. The exchange does not change total capital stock outstanding. The number exchanged will be determined at pricing and will be at least the number of shares Blue Owl purchases in the offering.

Net tangible book value and IPO dilution

As of June 30, 2026, historical net tangible book value was a $201.0 million deficit, or $(1,903.12) per share. Pro forma net tangible book value was $15.3 million, or $3.69 per share, reflecting the July 2026 $15.0 million term loan, approximately $15.0 million of net proceeds from the July 15 Series D4 preferred-stock issuance, conversion of preferred stock into 4,043,751 common shares, and related charter changes.

At the assumed $12.00 IPO price, after offering costs and repurchase of 39,198 reverse-vesting RSAs, pro forma as-adjusted net tangible book value would be $197.8 million, or $9.52 per share. Existing stockholders’ book value would increase by $5.83 per share, while IPO investors would experience immediate dilution of $2.48 per share.

The estimates are illustrative and depend on the final IPO price and offering terms. Each $1.00 change in IPO price changes post-offering net tangible book value per share by $0.75 and investor dilution by $0.25. Offering 1.0 million additional shares increases net tangible book value per share and reduces dilution by $0.07; offering 1.0 million fewer shares has the opposite effect, with a $0.08 per-share impact. Full exercise of the overallotment option would reduce existing holders’ share of post-offering shares by about 2 percentage points.

Ownership and consideration (without overallotment option)

The IPO price is substantially below the disclosed weighted-average price paid by existing holders.

Potential future dilution

The post-offering share count excludes the following outstanding or subsequent securities:

Additional equity reserves include 2.78 million shares under the 2026 Plan, 220,000 shares under the ESPP, and a subsequent 55,987-share reserve under the amended 2021 Plan. Future equity or convertible-debt fundraising, awards, and option exercises could further dilute investors. The company may seek additional capital even if it believes current funds are sufficient for its plans.

Business and outlook

RZRA is a clinical-stage biotechnology company developing wholly owned oral NLRP3 inhibitors, principally ruvonoflast and trabzanoflast. It has no approved products, has never generated revenue, and does not expect product-sale revenue in the foreseeable future. It has incurred losses since inception and expects substantial further spending on clinical development, manufacturing, commercialization readiness, and public-company costs; when or whether it will become profitable is uncertain.

Ruvonoflast’s Phase 2 trials were completed in June 2026, with data readouts in July. The company plans a Phase 3 trial in peripheral artery disease (PAD), further development of trabzanoflast, and may pursue ruvonoflast in other ASCVD indications depending on trial data and regulatory feedback.

Operating results

H1 operating expenses increased 76.3% and net loss widened 86.1% year over year; FY2025 operating expenses rose 75.2% and net loss widened 67.3%. Accumulated deficit was $210.7M at June 30, 2026.

H1 R&D rose 92.6%, mainly as ruvonoflast Phase 2 work became more intensive: CRO services and pass-through costs increased $7.9M, and CMC work preparing for Phase 3 increased $1.4M. Higher R&D staffing also contributed. FY2025 R&D grew 87.2%; trabzanoflast spending increased with Phase 1 and safety/toxicology work, while NT-0249 costs fell as resources shifted to the lead programs.

G&A was $4.698M in H1 2026 versus $3.614M in H1 2025, up 30.0%, reflecting $0.6M higher personnel costs (including $0.4M of stock-based compensation) and $0.6M higher legal, accounting, and consulting costs. FY2025 G&A was $9.622M versus $6.639M, including a $2.0M loss from a 2025 cybersecurity incident and higher corporate, public-company, and reporting costs; lower patent legal and personnel costs partly offset increases. H1 2026 included $0.389M of additional recovery related to the incident.

Other expense, net, was $0.984M in H1 2026 versus $0.201M of income in H1 2025, primarily as foreign-currency results shifted to a $1.452M loss from a $1.996M gain, largely due to intercompany funding of the UK subsidiary. H1 2025 also included a $2.2M convertible-note fair-value loss; the notes converted in April 2025, so no further remeasurement affected H1 2026. FY2025 included a $2.2M note fair-value loss versus $2.0M in FY2024. No income-tax provision was recorded for the periods discussed; a full valuation allowance was maintained on net deferred tax assets.

Cash flows and liquidity

H1 2026 operating cash use reflected a $25.5M net loss, a $7.0M net change in operating assets and liabilities, and $0.6M of noncash charges. Higher clinical spending and changes in CRO/CMO prepayments, accrued R&D, UK R&D incentive receivables, incident recoveries, foreign exchange, and payables contributed to the greater cash use. FY2025 cash use primarily reflected increased clinical-program losses; working-capital movements included collection of $4.2M of UK R&D incentives, a $3.0M increase in accounts payable, incident-related cash recoveries, and a $6.6M increase in prepaid expenses from advance CRO payments.

Cash and cash equivalents fell from $28.589M at December 31, 2025 to $3.851M at June 30, 2026, primarily due to operating cash use and repayment of a $6.4M note. That note represented funds being recovered by Hong Kong authorities after an unauthorized 2025 transfer and was repaid in February 2026.

In July 2026, RZRA received $15.2M gross from a Series D4 stock financing and drew $15.0M under a term loan. Management estimates these resources, together with anticipated offering proceeds, will fund operating expenses and capital requirements through Q1 2029; without anticipated offering proceeds, it estimates runway into January 2027. Management cautions that estimates depend on assumptions that may prove incorrect and concluded that substantial doubt exists about the company’s ability to continue as a going concern for at least one year from issuance of the interim financial statements. Further capital will be required; financing may dilute shareholders or impose preferences and covenants, and unavailable or unacceptable financing could force program delays, reductions, termination, or licensing to third parties.

Other matters and risks

Stock-option grant-date fair value was $5.01 per share in H1 2026 (no H1 2025 grants), $8.58 in FY2025, and $21.08 in FY2024. Unrecognized compensation cost was $2.8M at June 30, 2026, expected to be recognized over a weighted-average 3.3 years. Operating lease liabilities were approximately $0.1M, all current, for UK office space through April 2027; CRO/CMO commitments generally relate to services performed or providers’ noncancelable costs.

Key risks include clinical and regulatory uncertainty, continuing losses and dependence on external financing, rising development and eventual commercialization costs, and foreign-exchange and broader macroeconomic/geopolitical exposure. RZRA is an emerging growth company and smaller reporting company, has not opted out of the extended transition period for new accounting standards, and reported no off-balance-sheet arrangements.

Business overview

Rezera is a clinical-stage biotechnology company developing wholly owned oral inhibitors of NLRP3, an upstream driver of sterile inflammation. It believes selective NLRP3 inhibition could reduce multiple inflammatory pathways associated with residual cardiovascular risk while preserving broader immune responses. The company retains exclusive worldwide development and commercialization rights to its candidates; its proposed benefits remain unproven in clinical outcomes.

Ruvonoflast: lead program and PAD opportunity

Rezera’s lead candidate, ruvonoflast, is an oral prodrug designed to release an intracellular NLRP3-inhibiting metabolite. The company plans to develop it first for peripheral artery disease (PAD), with potential expansion to broader atherosclerotic cardiovascular disease (ASCVD). No clinical trial has enrolled PAD patients to date, so the candidate’s effects on walking, limb events, cardiovascular events, and quality of life remain unknown.

In a Phase 1b trial of 63 high-cardiovascular-risk patients receiving calorie restriction, hsCRP declined 82% with ruvonoflast versus 37% with placebo; four treated patients discontinued because of adverse events, and no serious adverse events occurred in that group. In the 176-patient, six-month Phase 2 RESOLVE-1 trial, hsCRP reductions at week 24 were statistically significant in diabetic and non-diabetic participants, but the primary weight-loss endpoint was not met. In a post-hoc subgroup selected for elevated baseline inflammation and adherence, week-4 hsCRP fell 56.4% with 150 mg once daily and 62.6% with 150 mg twice daily; 33% and 40%, respectively, reached hsCRP below 2 mg/L. Six-month safety results showed no imbalance in adverse events or infections versus placebo. In RESOLVE-2, an 82-patient trial combining ruvonoflast with semaglutide, hsCRP reduction versus semaglutide alone was statistically significant; weight loss was comparable between groups, indicating the reported added benefit was inflammatory rather than additional weight loss. Earlier studies also reported reductions in inflammatory biomarkers, including in a small Parkinson’s disease study. These biomarker findings do not establish clinical benefit in PAD.

Rezera plans RELIEVE-PAD, a single randomized, placebo-controlled Phase 3 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. Patients would receive 450 mg/day of ruvonoflast or placebo for about 12 months; maximum walking distance is the primary endpoint, with limb and cardiovascular events also explored. The company has discussed core design elements with the FDA, EMA and MHRA, expects to initiate the trial in H1 2027, and anticipates a 2028 readout and NDA submission in early 2029. These timelines and any potential 2029 approval depend on trial results and regulatory review. Planned supporting work includes REVEAL-PAD, an observational study to characterize PAD inflammation and disease features, and REIMAGINE-PAD, a PET-imaging study of tissue inflammation.

The company estimates approximately 20 million U.S. adults have PAD, with annual direct U.S. costs of $21 billion, and estimates a potential ruvonoflast PAD 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, with a possible U.S. launch centered on approximately 50 specialist centers. PAD can progress to chronic limb-threatening ischemia (CLTI): the company cites more than 2 million U.S. CLTI patients, 150,000 annual non-traumatic lower-extremity amputations, and 25%–30% of CLTI patients undergoing amputation within a year. It notes that current care targets blood flow, clotting and traditional risk factors, while no approved therapy directly targets the underlying inflammatory pathways. Third-party cardiovascular studies support inflammation as a potential treatment target, but do not demonstrate ruvonoflast’s effect on clinical outcomes.

Other programs, operations and strategic arrangements

Trabzanoflast is a separate NLRP3 inhibitor designed for CNS penetration. In a 55-participant Phase 1 study, it was generally well tolerated, with target engagement in CSF and blood and reported steady-state CSF exposure; these early findings are not evidence of efficacy. Rezera plans to pursue a Phase 2 proof-of-concept study in neuroinflammatory indications.

The company has no manufacturing facilities and relies on third parties for production and related quality functions. It currently depends on a single supplier for ruvonoflast drug substance and proprietary material, creating supply-concentration risk. It intends to add suppliers and arrange longer-term commercial supply as development advances.

In November 2026, Rezera entered into a conditional right-of-first-negotiation and Clinical Advisory Board agreement with GSK. It becomes effective only if the offering closes and GSK purchases enough shares to represent the lesser of 19.9% of post-offering common shares or $25.0 million at the offering price. If effective, GSK receives specified negotiation opportunities concerning ruvonoflast transactions and a change of control; Rezera must use commercially reasonable efforts to provide the RELIEVE-PAD data package within 30 days of topline results. The agreement grants no right of first refusal and no governance rights, though GSK may designate one non-voting advisory-board member.

Ruvonoflast’s core composition patent family is granted in multiple jurisdictions and is expected to expire in July 2038, potentially extendable to July 2043. Pending families cover other forms, manufacturing, formulation and PAD use. Trabzanoflast’s pending composition family is expected to expire in January 2043, potentially extendable to January 2048; a pending combination family involving an NLRP3 inhibitor and a GLP-1 agonist is expected to expire in January 2045. Patent issuance, scope and enforceability are uncertain.

Funding, risks and organization

Since its 2016 founding, Rezera has raised approximately $200 million in equity financing. A fully drawn term loan entered on July 17, 2026 has floating annual interest at the greater of 6.00% and prime 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. Prepayment is permitted only in full, and the loan includes a final payment equal to 2.50% of original principal advanced and a $275,000 success fee upon specified transactions. It is secured by a first-priority lien on substantially all assets other than intellectual property, restricts encumbrances on IP without lender consent, and requires specified cash balances with the lender.

Development and commercialization depend on successful trials, regulatory approval, manufacturing compliance, and adequate financing. Biomarker changes may not translate into meaningful PAD benefit, and regulatory review, labeling, reimbursement or pricing requirements could delay or limit commercialization. Drug-pricing policy, including Medicare negotiation and potential international-reference-pricing measures, may pressure future pricing and access. Rezera also faces extensive healthcare, privacy and data-protection obligations across jurisdictions; noncompliance can result in penalties, litigation, operational constraints or reputational harm. It does not maintain environmental-liability or toxic-tort insurance despite laboratory work involving hazardous materials.

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, and 12 worked in R&D. The company reported no litigation management believed probable to have a material adverse effect.

Management and leadership

Geoffrey McDonough became CEO and a director in February 2026, bringing prior senior leadership experience at Generation Bio and Swedish Orphan Biovitrum. CFO Chris Guiffre joined in October 2025; he has held CFO and COO roles, including at Pear Therapeutics, which filed for Chapter 11 bankruptcy in April 2023 while he was CFO/COO, and at Cerulean Pharma. CMO Jyothis George joined in July 2025 after clinical-development and medical-affairs roles at Amgen, Novo Nordisk, and Boehringer Ingelheim. Co-founder and CSO Alan Watt has led the scientific function since 2021, while Chief Development Officer Nicholas Clarke has been with the company since 2019 and previously spent more than 20 years at Pfizer. Collectively, the leadership team brings biotechnology, pharmaceutical, clinical-development, drug-discovery, and obesity and cardiometabolic experience.

Board transition and governance

The board currently has eight members, including McDonough. Drs. Alex Pasteur and Jim Trenkle are expected to resign immediately before the registration statement becomes effective, and Kevin Raidy is expected to resign immediately after the offering closes and the Exchange is completed. The resulting five-member board will consist of Donald Nicholson, Elisabeth Björk, Henrijette Richter, Scott Rocklage, and McDonough. Pasteur, Trenkle, and Raidy represent investors under voting agreements associated with prior preferred-stock financings; the contractual board-composition provisions are set to end when the offering is completed.

After the offering, the company expects all directors other than McDonough to be independent and board and committee composition to meet applicable Nasdaq and SEC requirements. The CEO and board chair roles are currently separate, which the board considers appropriate for now, but neither the bylaws nor governance guidelines will require them to remain separate.

The board will be divided into three staggered classes: Henrijette Richter and Scott Rocklage, with terms expiring in 2027; Elisabeth Björk, in 2028; and Donald Nicholson and McDonough, in 2029. Directors may be removed only for cause by holders of at least two-thirds of the votes eligible in an annual director election, and vacancies may be filled only by a majority of directors then in office. These staggered terms and provisions may delay or limit stockholders’ ability to change the board or effect a change in management or control.

Committees, risk oversight, and policies

Following effectiveness of the registration statement, the company expects to operate an audit and risk committee, a talent committee serving as the compensation committee, and a nominating and corporate governance committee. The audit and risk committee will have three members; Donald Nicholson and Scott Rocklage are designated financial experts. The board and its committees oversee management’s processes for risks involving financial condition, development and commercialization, operations, strategy, intellectual property, cybersecurity, competition, and legal and regulatory matters.

In connection with the offering, the company will adopt a code of business conduct and ethics and a compensation recovery policy intended to comply with Nasdaq requirements.

Indemnification and liability

The charter and bylaws will limit directors’ and officers’ personal liability to the extent permitted by Delaware law and provide for indemnification and advancement of expenses. The company maintains directors’ and officers’ insurance and plans separate indemnification agreements with directors and executive officers. The filing notes that indemnification for Securities Act liabilities may be unenforceable as contrary to public policy; no related litigation is pending or known to be threatened.

Executive compensation

FY2025 named executive compensation included salary, bonuses, option awards and benefits. Option-award amounts are ASC 718 grant-date or incremental fair values, not expected proceeds upon exercise.

Swisher’s other compensation included $609,500 of cash severance, $3,620 of COBRA premiums and a $15,008 401(k) match. Watt’s and Clarke’s compensation was paid in GBP and converted at FY2025’s average rate of $1.322/£. Their bonuses were £167,023 and £82,489, respectively; corporate goals covering clinical programs, finance and hiring/retention were assessed at 75% of target. Annual bonus targets were 50% of salary for Swisher, 30% for Watt and 35% for Clarke. Swisher received no bonus because his employment ended October 17, 2025. Nicholson’s reported option-award value includes $74,170 of incremental fair value from an August 2025 repricing of certain options with exercise prices above $7.86 to $7.86, then fair market value. Certain FY2025 options vest over four years.

Swisher ceased serving as principal executive officer September 24, 2025; Nicholson served in that role from September 24, 2025 through January 22, 2026. Swisher’s unvested equity was forfeited at termination; his separation agreement provides 12 months of base-salary continuation and up to 12 months of COBRA support.

Outstanding awards and IPO-related compensation

At December 31, 2025, named executives’ unexercised options were:

Options generally vest over four years, with 25% after one year and the balance monthly over the following 36 months, subject to continued service. Watt and Clarke held some options with UK-denominated exercise prices, converted at $1.3474 per £1. Clarke also held 248 unvested shares valued at $82 using the company’s $0.33-per-share fair market value at December 31, 2025.

In connection with the planned offering, the board approved a change-in-control amendment that, upon registration-statement effectiveness, provides full acceleration immediately before a change in control for most then-outstanding time-based awards, including compensatory warrants. EMI options and specified IPO awards are excluded. Nicholson received a compensatory warrant for 21,744 shares at a $35.73 exercise price, with a ten-year term, four-year vesting (25% after one year, then monthly) and change-in-control acceleration. Conditional IPO awards cover 241,643 shares for Clarke and 163,442 for Watt, with ten-year terms, exercise prices equal to the IPO price and the same vesting schedule. They provide full vesting on a qualifying termination without cause or resignation for good reason in connection with a sale event, subject to a release and specified protection period. The awards require continued service, registration effectiveness by December 31, 2026 and an offering closing within five business days after effectiveness.

Post-offering agreements and compensation policies

At offering close, the company expects to replace current executive agreements. Watt’s anticipated agreement sets annual salary at £365,000 and a 40% target bonus; Clarke’s sets salary at £350,000 and a 40% target bonus. For both, qualifying termination in connection with a change in control provides 12 months’ notice/pay in lieu; otherwise, the period is nine months. Payments include the applicable target or prorated actual-performance bonus and require a settlement agreement and waiver of claims; without that agreement, entitlement is limited to six months’ base salary. Qualifying change-in-control termination accelerates time-based equity, subject to exceptions for pre-offering EMI options whose original terms lacked acceleration. Outside a change in control, unvested equity is forfeited; termination for cause eliminates notice pay and forfeits unvested equity.

A clawback policy becomes effective upon registration-statement effectiveness. It allows recovery from current or former executive officers of excess incentive compensation tied to financial-reporting measures, covering the three years before a required restatement for material noncompliance with securities-law financial-reporting requirements. The company says its transition from private to public ownership prompted a review of its compensation philosophy and arrangements.

Equity and incentive plans

The 2021 Plan reserved 867,313 shares; 772,424 options remained outstanding as of September 30, 2026. No further awards will be made under it after the offering, while existing awards remain subject to their terms. The new 2026 Equity Incentive Plan initially reserves 2,780,000 shares and permits options, stock appreciation rights, restricted stock/units and cash-based awards, among other forms. Annual increases beginning January 1, 2027 may be up to 5% of a specified year-end share base that includes outstanding pre-funded warrants and preferred shares on an as-converted basis, subject to a lower amount set by the talent committee. This creates ongoing dilution potential. For incentive stock options, increases are capped at the lesser of the annual increase or 2,780,000 shares. Certain forfeited, cancelled, expired or returned awards may be recycled; shares used for assumed or substituted acquisition awards do not reduce the pool. The committee may accelerate vesting or reprice options and stock appreciation rights without stockholder approval. Non-employee director annual compensation is capped at $750,000, or $1,000,000 in the year first elected or appointed. The 2026 Plan had no awards outstanding before the prospectus date.

The 2026 Employee Stock Purchase Plan, adopted October 19 and approved by stockholders November 4, is to become effective immediately before registration-statement effectiveness. It initially reserves 220,000 shares; annual increases from 2027 through 2036 are limited to the least of 1% of the specified share base, 220,000 shares or a lower administrator-set amount. Eligible employees may contribute 1%–15% of eligible compensation and buy shares at 85% of the lower fair market value on the offering-period start date or purchase-period end date, subject to statutory and plan limits. The discount and automatic re-enrollment when share value falls may encourage participation but add dilution.

The Senior Executive Cash Incentive Bonus Plan, adopted October 19, 2026 and effective upon registration-statement effectiveness, links bonuses to company and individual performance. The talent committee sets targets and formulas each period; potential measures include cash flow, revenue, EBITDA, net income/loss, operating results, margins, financing and strategic transactions, and R&D, clinical, publication and regulatory milestones. Executives generally must remain employed on the payment date, and the committee may approve discretionary bonuses.

Director compensation

In FY2025, non-employee director Elisabeth Björk received $17,500 in cash fees and $52,417 in option awards, measured at grant-date fair value under ASC 718, for total compensation of $69,917. At December 31, 2025, she held options for 11,268 shares. No non-employee director had unvested stock awards. Alex Pasteur, Kevin Raidy, Henrijette Richter, Scott Rocklage, Jim Trenkle, and Elizabeth Roper received no reported compensation. Executive Chairman Dr. Nicholson and CEO Mr. Swisher received no additional compensation for board service; their executive compensation is reported separately.

New non-employee director compensation policy

In connection with the offering, the company adopted a new policy that takes effect when the SEC declares the registration statement effective. Directors designated by pre-IPO stockholders or their affiliates are excluded from the cash retainers and offering-related awards.

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

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

Eligible non-employee directors serving when the registration statement becomes effective will receive a one-time IPO option award equal to the 8,958-share Initial Award; the non-executive chair instead receives an IPO award for 161,791 shares. These awards are priced at the offering price, expire ten years after grant, and vest at the earlier of the first anniversary of the grant or the next annual meeting.

New non-employee directors receive an 8,958-share Initial Award upon election, subject to continued service through vesting. Continuing eligible directors receive annual option awards for 4,479 shares after each annual meeting. Initial and annual awards vest at the earlier of the first anniversary of grant or the next annual meeting, subject to continued service; awards for directors joining between annual meetings are prorated. These awards expire ten years after grant and are priced at fair market value on the grant date. All outstanding awards under the policy 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 a director is initially elected or appointed. Employee directors receive no additional director compensation. The company reimburses reasonable out-of-pocket expenses related to meeting attendance.

Related-party transactions

Preferred-stock financings and investor holdings

In April 2025, the company sold Series D1 and D2 preferred shares for approximately $49.8 million in gross cash proceeds: D1 shares were sold at $1.50 per share and D2 shares at $0.75 per share. It also converted convertible promissory notes with approximately $22.3 million in aggregate face value into D3 preferred shares at $0.7407 per share. In July 2026, the company issued D4 preferred shares at $0.9259 per share; aggregate D4 proceeds are not stated. Immediately before the offering closes, each preferred share converts into one common share for every 35.722 preferred shares.

The following investors beneficially own more than 5% of the company’s voting securities. Share counts are shown by preferred series:

Board connections include directors affiliated with Sofinnova, 5AM, F-Prime, Blue Owl and Novo. F-Prime’s and Novo’s affiliated directors have notified the company that they will resign immediately before the registration statement becomes effective; Blue Owl’s affiliated director will resign after the offering and Exchange.

CEO anti-dilution 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 24,142 common shares at $35.73 per share for services, satisfying the anti-dilution obligation associated with the D4 financing as of issuance. Subject to continued service, 25% vests on December 8, 2026, and the balance vests monthly over 36 months. The warrant expires September 3, 2036, subject to earlier termination.

Blue Owl Exchange and other governance terms

Before the registration statement becomes effective, the company intends to enter into an Exchange Agreement with Blue Owl. Immediately after the offering, Blue Owl will 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. The same 4.50% limit applies when those non-voting shares are converted into common stock. The shares involved may include shares from preferred conversion, warrant exercise and offering purchases. The non-voting shares are to be issued under the Securities Act Section 3(a)(9) exemption.

Preferred-stock financing agreements give certain investors registration, information, voting, first-refusal and co-sale rights. These rights generally terminate at the offering closing, except for registration rights. The company intends to enter into indemnification agreements with directors and executive officers in connection with the offering. A written policy requiring audit and risk committee approval of related-party transactions becomes effective when the registration statement is declared effective; before the offering, disinterested directors approve such transactions.

Principal stockholders

As of September 30, 2026, pre-offering ownership percentages are based on 4,149,324 shares outstanding, assuming all outstanding convertible preferred stock automatically converts immediately before the offering. Post-offering percentages use 20,776,793 shares assumed outstanding—about five times the pre-offering base—and exclude the Exchange occurring immediately after closing; the underwriters’ option is not assumed exercised. The offering and conversion therefore materially dilute pre-offering ownership percentages.

Blue Owl’s post-offering percentage is subject to the Exchange Agreement. Its holders will exchange common stock for non-voting common stock, including shares purchased in the offering. The disclosed percentage excludes non-voting shares that cannot be converted into common stock if conversion would cause the holders and affiliates to exceed their designated 4.50% beneficial-ownership limit.

The 11 current executive officers and directors as a group beneficially owned 201,108 shares (4.85%) before the offering and less than 1% afterward. Disclosed individual holdings include Chief Development Officer Nicholas Clarke (34,324 shares), Chief Scientific Officer Alan Watt (122,785), Chairman Donald Nicholson (45,833), and director Elisabeth Björk (3,756). These holdings include options exercisable within 60 days. Former CEO Daniel Swisher and several directors are reported with no beneficial ownership.

Director Jim Trenkle, who is employed by Novo Holdings US, notified the company that he would resign effective immediately before, and conditioned on, the registration statement becoming effective. The filing states that Novo alone has voting and dispositive power over its shares.

Most institutional positions consist of shares issuable upon conversion of preferred-stock series; some also include warrants exercisable within 60 days. Beneficial-ownership percentages follow SEC rules: qualifying near-term option or warrant exercises count for the holder’s calculation but are not treated as outstanding when calculating other holders’ percentages.

Capital stock and ownership

In connection with the offering, the company’s authorized capital will be 710.0 million shares, all with $0.00001 par value: 500.0 million voting common shares, 200.0 million non-voting common shares and 10.0 million undesignated preferred shares. As of June 30, 2026, 105,573 common shares were outstanding and held by 24 holders of record; that figure excludes conversion of all outstanding convertible preferred stock into common stock immediately before the offering. Accrued and unpaid preferred dividends will be waived upon completion of the offering. The company expects no preferred shares to remain outstanding after the offering and says it has no present plan to issue preferred stock.

Voting and non-voting common shares have the same economic rights, including equal participation in residual assets after liabilities and any preferred-stock liquidation preference. Non-voting shares have no vote on most matters and will not be exchange-listed. Immediately after the offering, Blue Owl Capital affiliates will exchange common shares for an equal number of non-voting shares under an exchange agreement; those shares will be subject to underwriter lock-ups. Non-voting holders may elect to convert their shares into voting common, subject to beneficial-ownership limits initially set at 9.99% or, if designated at initial acquisition, 4.99%. The limit may be adjusted up to 19.99%; the terms provide for adjustment without advance notice at acquisition or with 61 days’ notice later. Non-voting holders retain a separate-series vote when Delaware law requires one for amendments that adversely affect their rights.

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, conversion, voting, redemption, liquidation and other terms. Preferred shares could have rights senior to common stock, diluting common voting power or reducing assets or earnings available to common holders, and could impede or deter a change in control.

Equity awards and registration rights

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

Certain existing holders—including holders receiving shares upon preferred-stock conversion and holders of non-voting shares—will have demand, short-form and piggyback registration rights. Starting six months after the offering, holders of at least 30% of then-outstanding registrable securities may request an S-1 registration; the company must file within 60 days and use commercially reasonable efforts to effect it. Eligible holders may request an S-3 registration for sales with aggregate net proceeds of at least $5.0 million; filing is due within 45 days, and no more than two such registrations may be requested in a 12-month period. The company bears registration fees, costs and expenses for underwritten registrations, while selling holders bear underwriting discounts and commissions. These rights generally end when Rule 144 or another exemption is available, six years after the offering, or upon a defined Deemed Liquidation Event.

Governance and takeover provisions

A three-class staggered board with three-year terms, removal of directors only for cause by a two-thirds vote, and board-only filling of vacancies make changes to board composition more difficult. Stockholder action by written consent is prohibited; only a board majority may call special meetings, and business is limited to properly noticed matters. Director nominations and other proposals generally require advance notice 90–120 days before the anniversary of the prior year’s annual meeting. Specified charter and bylaw amendments—including provisions on stockholder actions, board composition, liability, nominations and special meetings—require two-thirds approval.

DGCL 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, as well as certain related entities. Covered transactions include mergers, dispositions of 10% or more of corporate assets to the interested stockholder, certain stock issuances or transfers, transactions increasing the interested stockholder’s proportionate ownership, and certain financial benefits provided by or through the corporation. One described approval route requires board approval at or after the stockholder becomes interested and approval at an annual or special meeting by at least two-thirds of the outstanding voting stock not owned by that stockholder. These provisions, together with the other governance measures, may delay or deter unsolicited acquisition attempts and limit stockholders’ ability to act outside scheduled meetings.

Listing and legal forum

The common stock is not currently exchange-listed. The company has applied to list it on the Nasdaq Global Market under ticker RZRA, and the offering is contingent on Nasdaq listing approval; non-voting common stock will not be listed. Computershare Trust Company, N.A. is expected to serve as transfer agent and registrar after the offering. The Delaware Court of Chancery is designated for specified internal-affairs and state-law claims, while the U.S. District Court for the District of Massachusetts is designated for Securities Act claims, subject to applicable jurisdiction and enforceability limits.

Shares eligible for future sale

No public market existed for the company’s common stock before the offering. Assuming no exercise of the underwriters’ option or outstanding options, 20,776,793 common shares will be outstanding after the offering, based on shares outstanding at June 30, 2026. Shares sold in the offering generally will be freely tradable, while affiliate-held shares remain subject to resale restrictions. Non-voting shares issued to Blue Owl-affiliated entities in exchange for restricted common shares will retain restricted-security status.

The company, its directors and executive officers, and holders of substantially all of its capital stock and convertible or exchangeable securities are subject to lock-ups or similar restrictions for at least 180 days from the prospectus date, subject to specified exceptions and possible underwriter consent. These restrictions may limit near-term selling; however, their expiration or waiver could increase share supply, pressure the stock price, and impair the company’s ability to raise equity.

Under Rule 144, qualifying non-affiliates generally may resell restricted shares after six months if reporting conditions are met, and after one year may sell without Rule 144 restrictions. Affiliates remain subject to volume, manner-of-sale, public-information, and notice requirements. Their three-month sale limit is 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 weeks. Rule 701 compensatory shares generally cannot be sold until 90 days after the prospectus date and are also generally subject to lock-ups.

Certain holders have registration rights, and an effective registration statement could make their shares freely tradable. The company expects to file Form S-8 registration statements soon after the prospectus to register equity-plan shares. Those statements become effective upon filing, so registered shares could become available for sale, subject to vesting requirements and applicable lock-ups.

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

The company does not currently anticipate paying distributions on its capital stock for the foreseeable future. If it pays dividends to non-U.S. holders, those dividends generally are subject to 30% U.S. withholding tax on the gross amount. A lower treaty rate may apply if the holder qualifies and provides valid documentation. Dividends effectively connected with a U.S. trade or business generally are taxed at regular U.S. rates on a net basis; a foreign corporation may also owe a 30% branch profits tax, subject to possible treaty reduction. A distribution that is not treated as a dividend generally reduces the holder’s tax basis first; any amount exceeding basis is generally treated as gain from a disposition.

Non-U.S. holders generally are not subject to U.S. federal income tax on gains from selling the stock, except in certain circumstances: 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 tax year and other conditions are met; or the stock is treated as a U.S. real property interest under the rules for a U.S. real property holding corporation (USRPHC). The company believes it is not currently, and does not expect to become, a USRPHC, but gives no assurance. If it is a USRPHC, an exception may apply to a holder that owns no more than 5% of the stock if the stock is regularly traded on an established securities market; the company does not assure that its stock will qualify as regularly traded.

Backup withholding is currently 24% and generally may be avoided through appropriate certification of non-U.S. status. It is not an additional tax. FATCA may impose 30% withholding on dividends paid to certain foreign financial institutions or non-financial foreign entities that do not satisfy applicable reporting, certification, or exemption requirements. Under proposed regulations on which taxpayers may rely, FATCA withholding does not apply to gross proceeds from stock sales.

The discussion is limited to specified non-U.S. holders who hold shares as capital assets. It does not address numerous special investor categories or other federal, state, local, foreign, estate, gift, and non-income tax consequences. The analysis is based on laws and guidance that may be interpreted differently or changed, potentially retroactively; the company has not sought an IRS ruling. Investors are advised to consult their own tax advisers.

Underwriting and offering terms

Jefferies LLC, TD Securities (USA) LLC and Cantor Fitzgerald & Co. are the representatives and joint book-running managers; Wedbush Securities Inc. is also an underwriter. The offering price, underwriter allocations, underwriting discounts and commissions, and net proceeds are not specified in this section, so the offering’s total size and proceeds cannot be determined. The company estimates other offering expenses of approximately $5.1 million and will reimburse the underwriters for certain expenses up to $40,000.

The additional-share option is exercisable only if the underwriters sell more shares than the base offering amount, at the IPO price less underwriting discounts and commissions. GSK’s interest is nonbinding: the underwriters may allocate more, fewer or no shares to GSK, and GSK may purchase more, fewer or none. GSK would receive the same underwriting discount as other purchasers.

The IPO price will be negotiated in the absence of a prior public market. The company has applied to list its common stock on the Nasdaq Global Market under ticker RZRA, but gives no assurance that the offering price will correspond to later trading prices or that an active market will develop and persist. The underwriters currently intend to make a market after the offering but have no obligation to do so and may stop at any time, leaving post-offering liquidity and investors’ ability to sell at a favorable price uncertain.

The company, its officers and directors, and substantially all holders of outstanding securities are generally subject to a 180-day lock-up, with specified exceptions. The underwriters’ representatives may waive lock-ups before expiry. Permitted transfers include certain gifts, family or entity transfers, specified exercises or settlements, and change-of-control transactions, subject to conditions.

The underwriters may undertake stabilization, syndicate-covering, short-sale, penalty-bid and passive-market-making activities that could support or maintain the share price above the level that might otherwise prevail. They may discontinue these activities at any time and make no prediction about their effect. Covered short sales may be closed using the additional-share option or open-market purchases; naked short sales must be covered in the market. Underwriters and affiliates may also have other financial relationships with the company and may hold or trade long or short positions in its securities. Hedging credit exposure could include short positions that may adversely affect future trading prices.

International offering and resale restrictions

The prospectus is not registered or approved for public distribution in the jurisdictions described; offers are limited to specified exempt or qualified investors and other permitted circumstances. Australia limits offers to eligible sophisticated, associated or professional investors and generally restricts resale for 12 months after issuance unless an exemption applies. In the EEA and UK, offers generally require an approved prospectus, subject to exceptions that include qualified investors, offers to fewer than 150 persons (with representative consent), and other statutory exemptions. Hong Kong, Israel, Japan, Singapore and Switzerland impose jurisdiction-specific limits on public offers, distribution or resale, including eligibility and exemption requirements. Singapore also restricts transfers for six months for certain investment-holding corporations and trusts, subject to exceptions. The securities will not be listed on a Swiss exchange, and Swiss regulatory approval is not being sought.

Goodwin Procter LLP (Boston) will pass upon the validity of the common shares offered under the prospectus. Gibson, Dunn & Crutcher LLP (San Francisco) will pass upon certain legal matters for the underwriters.

Rezera Inc.’s financial statements as of December 31, 2025 and 2024, and for the years then ended, were audited by Deloitte & Touche LLP, an independent registered public accounting firm. The prospectus includes those statements in reliance on the auditor’s report. This section does not provide the audit opinion’s details or financial results.

RZRA filed a Form S-1 (File No. 333-299571) for the offering. The prospectus is not complete; the registration statement and its exhibits contain additional information, including copies of contracts and agreements referenced in the prospectus.

After the offering, RZRA expects to become subject to Exchange Act reporting requirements and to file annual, quarterly and current reports, proxy statements, and other materials with the SEC. These filings will be available on SEC.gov and, as soon as reasonably practicable after filing or furnishing, free of charge at rezera.com. The company states that its website content is not incorporated into the prospectus.

Rezera Inc. — FY2025 financial statements and notes

Rezera (formerly NodThera Inc.) is a clinical-stage biotechnology company developing oral NLRP3 inhibitors. It had no product revenue in the periods presented. Its financial position and cash use therefore reflect drug-development spending and reliance on external financing. The company reports one segment, managed on a consolidated basis.

Consolidated results

The increase in R&D spending reflects increased investment in ruvonoflast and trabzanoflast, as well as the absence of U.K. R&D incentive credits that reduced FY2024 R&D expense by $4.0 million. The credits and related receivable were zero at year-end 2025. Preferred dividends accrue at 6% annually whether declared or not; no cash dividends were declared or paid. Diluted loss per share equaled basic because potential shares were anti-dilutive.

R&D program and other segment expense detail

Other segment items include convertible-note fair-value changes, foreign-currency transaction gains and losses, and interest income. The CEO assesses performance and allocates resources using consolidated results, including net loss.

Cash flow and share count

FY2025 financing included $49.788 million of net Series D proceeds and $6.295 million from promissory notes. The $22.300 million principal and accrued interest converted into Series D shares was a noncash financing transaction. A separate $6.4 million Northern Trust borrowing, secured by company assets and bearing 3.71% interest, was due in June 2027 and settled in February 2026.

Balance sheet

At year-end 2025, preferred stock had a $259.333 million liquidation preference, including a $75.255 million preference for Series D. Preferred holders rank ahead of common stockholders in a liquidation. Series A, B, C, and D accrue 6% cumulative dividends; $50.3 million had accumulated by year-end. The preferred stock was convertible into 3,584,851 common shares.

Financing, dilution, and liquidity

The April 2025 Series D financing generated approximately $49.8 million of gross cash proceeds. Rezera issued Series D1 and D2 shares for cash and converted approximately $22.3 million of principal and accrued interest into 30,048,510 Series D3 shares. No convertible promissory notes remained outstanding at year-end. Before conversion, the $20.1 million note balance at December 31, 2024 was measured using a Level 3 probability-weighted payoff model; its fair-value loss was $2.2 million in FY2025, following $2.0 million in FY2024. The company had no financial assets or liabilities measured at fair value at December 31, 2025.

Potential dilution increased: securities excluded from diluted loss per share totaled 3,985,099 at December 31, 2025, versus 1,642,372 a year earlier. This comprised 3,584,851 preferred shares on an as-converted basis, 281,960 options, 112,307 warrants, and 5,981 unvested restricted shares. The increase was primarily due to preferred stock. Separately, 476,811 shares were available for future plan grants at year-end.

Recurring losses and negative operating cash flows, expected to continue, led the auditor and management to conclude that substantial doubt exists about Rezera’s ability to continue as a going concern for the year following issuance. Management plans to seek equity or debt financing and strategic partnerships, but cannot assure funding on acceptable terms. Without adequate capital, the company may need to reduce or delay R&D, accept unfavorable collaboration terms, pursue a merger or acquisition, or be unable to continue operations.

A 2025 business email compromise caused a fraudulent wire transfer. Rezera reported $27.0 million recovered through interbank recoveries, insurance proceeds, and a promissory note from the recipient bank; it also recorded $7.5 million of expected additional insurance proceeds in other current assets and a $2.0 million unrecoverable loss in G&A. The incident was contained, and the company determined its financial reporting systems were not affected.

Other notable disclosures

Stock-based compensation was $0.993 million in FY2025 versus $1.195 million in FY2024. At year-end, 281,960 options were outstanding, with $3.4 million of unrecognized compensation cost expected to be recognized over 3.6 years. Gross NOL carryforwards were approximately $104.7 million, up from $74.4 million; a full valuation allowance left no net deferred tax asset. The U.K. operating lease liability was $0.137 million, with payments due of $0.124 million in 2026 and $0.021 million in 2027.

Deloitte issued an unqualified opinion on the FY2025 and FY2024 financial statements; internal-control effectiveness was not audited. A 1-for-35.722 reverse stock split effected on November 4, 2026, after the financial statements’ original issuance date, proportionally adjusted preferred-stock conversion ratios; share and per-share amounts were retrospectively adjusted where applicable.

Rezera Inc. — six months ended June 30, 2026

Rezera is a clinical-stage biotechnology company developing orally bioavailable NLRP3 inhibitors. It reported no product revenue in the period and has one reportable segment, which the CEO evaluates using consolidated net loss. Management expects operating losses and negative operating cash flows to continue as it develops and manufactures its candidates.

Consolidated results

R&D expense increased 92.6%, primarily reflecting higher spending on ruvonoflast. By program, R&D expense was $13.925M for ruvonoflast ($4.702M in H1 2025), $2.326M for trabzanoflast ($2.205M), $41,000 for NT-0249 ($261,000), and $3.563M for other R&D ($3.142M). G&A rose 30.0%. Other segment items were $984,000 of expense, compared with $201,000 of net benefit in H1 2025; these include convertible-note fair-value changes, foreign-currency gains or losses, other income, and interest income. A foreign-currency transaction loss of $1.452M compared with a $1.996M gain in H1 2025. In H1 2025, $22.3M of convertible notes converted into Series D preferred stock, after a $2.2M fair-value expense on the notes.

Cash flow and liquidity

The H1 2025 cash increase largely reflected preferred-stock financing. At June 30, 2026, current assets were $7.333M and current liabilities were $7.503M, a $0.170M working-capital deficit. Notes payable were zero, down from $6.400M at December 31, 2025; the note related to recovery of funds from a 2025 fraudulent wire transfer was repaid in full during H1.

Balance sheet and capital structure

Common shares were 97,697 at the start of H1 2026 and 105,573 at June 30; H1 2025 shares were 97,697 at both the start and end of the period. Preferred stock across Series Junior, A1, A2, B1, B2, C and D had aggregate stated liquidation preferences of $259.333M. Goodwill and intangible assets other than goodwill were not separately reported; on that basis, tangible common equity equals the reported stockholders’ deficit of $(199.383)M.

Going concern, financing and dilution

Management concluded that substantial doubt exists about Rezera’s ability to continue as a going concern for the year following issuance; planned financing and partnership options do not alleviate that doubt. Without additional financing, the company may need to delay or reduce R&D, seek unfavorable collaborations, pursue a merger or acquisition, or cease operations.

After period-end, on July 15, Rezera issued 16,389,452 Series D4 preferred shares at $0.9259 per share, raising $15.2M gross proceeds. On July 17, Rezera and NodThera UK entered into a term-loan facility of up to $15.0M, with availability subject to financing and clinical-development milestones; the full $15.0M had been drawn by August 21. The loan bears interest at the greater of 6.00% or prime less 0.75%, has interest-only payments through July 1, 2027, and matures June 1, 2030. It is secured by substantially all company assets, excluding intellectual property. Rezera stated that the post-period financings were insufficient to alleviate going-concern doubt. Authorized shares increased to 183,000,000 common and 142,575,385 preferred.

H1 stock-based compensation expense was $0.567M, compared with $0.474M. At June 30, 762,660 options were outstanding, with $2.8M of unrecognized compensation cost expected to be recognized over a weighted-average 3.3 years; no shares remained available for future grants. The company excluded 4,460,939 potentially dilutive securities from diluted loss per share as anti-dilutive, versus 3,962,988 in H1 2025. H1 2026 included 3,584,851 preferred shares on an as-converted basis, 762,660 options, 112,307 warrants and 1,121 unvested restricted shares. An executive award provides for additional options after a qualifying financing, IPO or sale event to restore the executive’s ownership to approximately 5% of fully diluted capitalization.

A 1-for-35.722 reverse stock split took effect November 4, 2026; preferred conversion ratios were adjusted proportionally, and share and per-share amounts were retroactively adjusted where applicable. No material legal proceedings were reported for the six months ended June 30, 2026 or 2025. Ordinary-course research, clinical-trial, testing and manufacturing contracts are generally terminable without significant penalty and carry no minimum purchase commitments.