Hemab Therapeutics Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

1. Description of Business and Liquidity

Nature of Business

Hemab Therapeutics Holdings, Inc. (the “Company”) is a clinical-stage biotechnology company developing therapies that reimagine the treatment of blood coagulation disorders to sustain life and human resilience. Based in Denmark and the United States, the Company’s mission is to build the leading coagulation company by discovering, developing, and commercializing innovative therapies for the millions of patients worldwide suffering from serious bleeding and thrombotic diseases, including Glanzmann thrombasthenia, Factor VII deficiency, Von Willebrand Disease and other conditions of abnormal bleeding, all of which can cause significant life-long burden to patients.

The Company’s lead asset, sutacimig

(HMB-001),

is a bispecific antibody currently in Phase 1/2 clinical development for the prophylactic treatment of Glanzmann thrombasthenia and Phase 2 clinical development for the prophylactic treatment of Factor VII deficiency. The Company’s second clinical-stage asset,

is a monovalent antibody in Phase 1/2 clinical development for the subcutaneous prophylactic treatment of Von Willebrand Disease. The Company is also advancing multiple preclinical and discovery-stage assets.

On March 30, 2026, the Company completed a corporate reorganization pursuant to which the shareholders of Hemab ApS exchanged their shares in Hemab ApS for the same number, class and series of newly issued shares, on a one to one basis, in the newly incorporated Delaware company, Hemab Therapeutics Holdings, Inc. and, as a result, Hemab ApS became a wholly owned subsidiary of Hemab Therapeutics Holdings, Inc. The newly issued shares of Hemab Therapeutics Holdings, Inc. had substantially identical rights to the exchanged shares of Hemab ApS. As a result of the exchange, Hemab Therapeutics Holdings, Inc. became the sole shareholder of Hemab ApS, and the prior shareholders of Hemab ApS solely held shares of Hemab Therapeutics Holdings, Inc. Hemab Therapeutics Holdings, Inc. had nominal assets and liabilities and did not conduct any operations prior to the corporate reorganization other than its incorporation. Upon completion of the corporate reorganization, the historical consolidated financial statements of Hemab ApS became the historical consolidated financial statements of Hemab Therapeutics Holdings, Inc.

In connection with the corporate reorganization, the original issue price for the Company’s Series Seed Convertible Stock and Series A Convertible Stock were converted from Euros and Danish Kroners (“DKK”), respectively, into U.S. dollars.The original issue price was set for each series of convertible preferred stock so the convertible preferred stock would be convertible into common stock on a

basis.

In connection with the corporate reorganization, each outstanding warrant to subscribe for the purchase of ordinary shares of Hemab ApS was assumed by Hemab Therapeutics Holdings, Inc. and converted into a warrant to purchase the same number of shares of common stock of Hemab Therapeutics Holdings, Inc. Each new warrant otherwise had and was subject to the same terms and conditions as were in effect immediately prior to the assumption and conversion, except that any warrant exercise price that had been denominated in DKK prior to the corporate reorganization was converted into an exercise price in U.S. dollars at the exchange rate as in effect at the close of business on the business day prior to the corporate reorganization. No warrants of Hemab ApS were outstanding following such assumption and conversion.

Additionally, on April 1, 2026, Hemab ApS transferred its shares of Hemab Therapeutics Inc., a Delaware corporation and wholly owned subsidiary of Hemab ApS, to Hemab Therapeutics Holdings, Inc. in exchange for the issuance of a promissory note and, as a result, Hemab Therapeutics Inc. became a wholly owned subsidiary of Hemab Therapeutics Holdings, Inc.

Risks and Uncertainties

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization.

The Company’s product candidates and programs are in preclinical and clinical development. There can be no assurance that the Company’s research and development efforts will be successfully completed, that adequate protection for its intellectual property will be obtained, that any product candidates developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

Stock Split

The Company’s board of directors and stockholders approved a

22-for-one

forward stock split of the Company’s issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of convertible preferred stock, which became effective on April 24, 2026. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and the notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

Liquidity and Managements Plan

Since inception, the Company has devoted substantially all its efforts to business planning, conducting research and development, recruiting management and technical staff, and raising capital. The Company has financed its operations primarily through private placements of convertible preference shares and issuance of convertible debt and, most recently, from the sale of common stock in its initial public offering (the “IPO”) in May 2026.

The Company’s continued discovery and development of product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, infrastructure, and compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales.

The Company has incurred losses since inception and had an accumulated deficit of $204.5 million as of March 31, 2026. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as it continues development of its product candidates.

As of March 31, 2026, the Company had cash and cash equivalents, and marketable securities of $163.5 million. The Company believes that its existing cash, cash equivalents, and marketable securities, together with the net proceeds from the IPO of approximately $317.2 million, will enable it to fund its operating expenses and capital expenditure requirements for at least one year from the date of the issuance of these unaudited condensed consolidated financial statements.

Until such a time when the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements or arrangements when needed, on favorable terms, or at all. The Company’s failure to raise capital or enter into such agreements or arrangements as, and when needed, could have a material adverse effect on its business, results of operations and financial condition, including potentially requiring it to delay, limit, reduce or eliminate product development or future commercialization efforts, or grant rights to develop and market current or future development product candidates that the Company would otherwise prefer to develop and market itself.

2. Summary of Significant Accounting Policies

There have been no significant changes from the significant accounting policies and estimates disclosed in Note 2 of the “Notes to Consolidated Financial Statements” in the audited consolidated financial statements for the year ended December 31, 2025 and notes thereto, included in the Company’s final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, with the U.S. Securities Exchange Commission on May 1, 2026, except as noted below.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the accounts of its subsidiaries, Hemab ApS and Hemab Therapeutics, Inc., which was a wholly owned subsidiary of Hemab ApS until April 1, 2026. As a result of the corporate reorganization described in Note 1 “Description of Business and Liquidity—Corporate Reorganization”, Hemab ApS became a wholly owned subsidiary of Hemab Therapeutics Holdings, Inc. and, accordingly, the Company’s consolidated financial statements are those of Hemab Therapeutics Holdings, Inc. for the periods after the corporate reorganization and are those of Hemab ApS for historical periods before the corporate reorganization. Management has concluded the Company has a single reporting segment for purposes of reporting financial condition and results of operations. All intercompany transactions and balances have been eliminated in accordance with ASC 810,

Consolidation

.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Unaudited Interim Consolidated Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements of Hemab ApS and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of March 31, 2026 and its results of operations and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2025 included herein was derived from the audited financial statements of Hemab ApS as of that date. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from these unaudited condensed consolidated financial statements.

Foreign Currency

The financial statements are presented in U.S. dollars, the Company’s reporting currency. The functional currency of Hemab ApS and Hemab Therapeutics, Inc. is the U.S. dollar. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the U.S. dollar are recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and in these accompanying notes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors and assumptions that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, which include, but are not limited to, accrued research and development expenses, the fair value of the ordinary shares and warrants for equity-based compensation expense, and the valuation of the Company’s deferred tax assets. Changes in estimates are recorded in the period in which they become known.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents, and marketable securities. The Company’s investment portfolio is primarily comprised of short term debt securities issued by the U.S., Danish, and German governments. The Company places its cash in financial institutions that management believes to be of high credit quality and, consequently, the Company does not believe it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000.

Deferred Offering Costs

Deferred offering costs consist of certain legal, professional, accounting and other third-party fees that are directly associated with the IPO. These direct costs are capitalized and recorded as other

non-current

assets on the condensed consolidated balance sheets. The deferred offering costs will be recorded against the IPO proceeds upon the consummation of the IPO, which was completed on May 4, 2026. As of March 31, 2026, the Company had $2.7 million of deferred offering costs.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and events other than those with stockholders. The Company’s unrealized gains and losses on

available-for

sale-debt securities represent the only component of other comprehensive income (loss).

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

(“ASU

2023-09”).

ASU

2023-09

will require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state and foreign income taxes. ASU

2023-09

will also require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. ASU

2023-09

will be effective for the Company in the annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently assessing the impact adoption of ASU

2023-09

In November 2024, the FASB issued ASU

2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

220-40):

Disaggregation of Income Statement Expenses

(“ASU

2024-03”).

ASU

2024-03

will require disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. ASU

2024-03

also will require certain amounts already disclosed under existing U.S. GAAP to also be disclosed as a separate category in disaggregated expense table(s), if those amounts are recognized in the relevant expense line item. The amendments in ASU

2024-03

will be effective for the Company in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the impact adoption of ASU

2024-03

In December 2025, the FASB issued ASU

2025-11,

Interim Reporting (Topic 270): Narrow-Scope Improvements

(“ASU

2025-11”)

to provide clarifications intended to improve the consistency and usability of interim disclosure requirements. ASU 2025-11 includes a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. ASU

2025-11

is effective for interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The amendments in this update permit an entity to apply the new guidance using a prospective or retrospective approach. The Company is currently assessing the impact adoption of ASU

2025-11

3. Fair Value Measurements

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2026

and

December 31, 2025 (in thousands):

The Company’s cash equivalents and marketable securities were valued based on Level 2 inputs and in determining the fair value the Company relied on quoted prices for similar securities in active markets or other inputs that are observable or can be corroborated by observable market data.

Available-For-Sale

Debt Securities

Available-for-sale debt

securities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

All of the Company’s

debt securities as of March 31, 2026 and December 31, 2025 had a contractual maturity of less than 12 months. The Company did not realize any gains or losses recognized on the sale of

debt securities during the three months ended March 31, 2026 and year ended December 31, 2025, and, as a result, the Company did not reclassify any amounts out of accumulated comprehensive loss. All of the Company’s

debt securities as of March 31, 2026 and December 31, 2025 are classified as current as they mature within one year from the balance sheet date.

As of March 31, 2026, the Company held four securities in an unrealized loss position with an aggregate fair value of $113.7 million. As of December 31, 2025, the Company held three securities in an unrealized loss position with an aggregate fair value of $97.5 million. None of the securities were in an unrealized loss position for greater than 12 months.

The Company has the intent and ability to hold its debt securities until recovery of their amortized cost bases, which may be maturity. As a result, the Company did not recognize any differences between the fair value and amortized cost basis as a loss in its consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and year ended December 31, 2025. The Company did not record any credit-related impairments for its

debt securities for the three months ended March 31, 2026 and year ended December 31, 2025.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the

following

(in thousands):

6. Property and Equipment, net

Property and equipment, net, consisted of the following (in thousands):

As of March 31, 2026, there wereno finance leased assets included in property and equipment, net. As of December 31, 2025, property and equipment, net included finance leased assets of approximately $0.5 million, with accumulated depreciation of approximately $0.3 million. Depreciation expense for the three months ended March 31, 2026 and 2025 was approximately $0.1 million.

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

8. Commitments and Contingencies

License and Collaboration Agreements

The Company is party to certain agreements that may require future payments upon the achievement of specified development, regulatory, and commercial milestones, as well as royalty payments. These potential obligations are not recorded as liabilities until the underlying milestone event is deemed probable of occurrence and the related amount is reasonably estimable.

Agreement with Novo Nordisk

In November 2019, the Company entered into a license agreement with Novo Nordisk A/S (“Novo Nordisk”), pursuant to which Novo Nordisk granted the Company an exclusive (even as to Novo Nordisk), worldwide and sublicensable license under specified patent rights, and a

worldwide and sublicensable license under specified

to research, develop, make, have made, use, offer for sale, sell, import, export or otherwise exploit, or transfer possession of or title in, products (“Novo Licensed Products”), containing bispecific IgG antibodies targeting

TLT-1

and Factor VII, including sutacimig, for the treatment of bleeding conditions, including hemophilia (the “Novo Nordisk Agreement”). Under the terms of the Novo Nordisk Agreement, the Company has agreed to use commercially reasonable efforts to develop and commercialize a Novo Licensed Product.

The Company is obligated to pay to Novo Nordisk a

one-time

DKK 40 million

milestone payment upon achievement by a Novo Licensed Product of a specified regulatory milestone event, and the Company is also obligated to pay Novo Nordisk tiered royalties, in the low single-digit percentages, on aggregate annual net sales of all Novo Licensed Products, on a Novo Licensed

Product-by-Novo

Licensed Product and

country-by-country

basis, until the later of the expiration of the last valid claim in the licensed patents under the Novo Nordisk Agreement covering such Novo Licensed Product in such country and ten years following the first commercial sale of such Novo Licensed Product in such country. The Company currently expects that all of the licensed patents under the Novo Nordisk Agreement will expire by 2040, potentially extending to 2045 with patent term extension. To date, the Company has not made any payments to Novo Nordisk under the Novo Nordisk Agreement.

The Novo Nordisk Agreement will continue in force until it is terminated. On expiration of each royalty term, the Company’s license becomes royalty-free, perpetual, and irrevocable with respect to the applicable Novo Licensed Product in the applicable country. Either party may terminate the Novo Nordisk Agreement for the other party’s uncured material breach or insolvency. The Company may terminate the Novo Nordisk Agreement for any reason upon 90 days’ written notice to Novo Nordisk. In the event that Novo Nordisk regains control of the exclusive right to exploit the Novo Licensed Product, the Novo Nordisk Agreement will automatically terminate.

Agreement with Genmab

In April 2020, the Company entered into a license agreement with Genmab A/S (“Genmab”), pursuant to which Genmab granted the Company an exclusive (even as to Genmab and its affiliates), worldwide and sublicensable license under platform technology patent rights and

relating to Genmab’s proprietary DuoBody

®

platform to research, develop, make, have made, use, manufacture, import, export and commercialize products comprising bispecific IgG antibodies targeting

TLT-1

and Factor VII (the

“TLT-1/Factor

VII Antibody Products”), including sutacimig, for the treatment of bleeding conditions, including hemophilia (the “Genmab Agreement”). Under the terms of the Genmab Agreement, the Company has agreed to use commercially reasonable efforts to develop, manufacture, obtain regulatory approval for and commercialize

VII Antibody Products worldwide.

Under the Genmab Agreement, the Company is obligated to pay Genmab a percentage of all net profit (i.e., revenue and other proceeds less specified direct costs the Company incurs to conduct research, development, manufacture and commercialization of

VII Antibody Products) the Company or its affiliates receive with respect to any

VII Antibody Products, including (1) net profit from commercial sales of

VII Antibody Products and any revenue from third parties, other than Novo Nordisk, in respect of a sublicense or assignment with respect to

VII Antibody Products, including assignment fees, sublicensing fees, upfront and milestone fees, royalties and other consideration, whether in kind or cash, and (2) the net profit allocated to

VII Antibody Products that the Company or its affiliates receive if the Company undergoes a change of control (other than an acquisition by Novo Nordisk). The percentage of net profit the Company owes with respect to each

VII Antibody Product is in the low teens from the effective date of the Genmab Agreement until the first commercial sale of such

VII Antibody Product. From and after the first commercial sale of a

VII Antibody Product, the percentage of net profit the Company owes with respect to such

VII Antibody Product is in the high single digits in all territories in which the Company commercializes such

VII Antibody Product and in the

mid-teens

in all territories in which a third party, other than Novo Nordisk, commercializes such

VII Antibody Product. The Company is obligated to pay such percentage of net profit on a

country-by-country

and

VII Antibody

Product-by-TLT-1/Factor

VII Antibody Product basis until the later of the expiration of the

last-to-expire

of the platform technology patent rights licensed under the Genmab Agreement covering such

VII Antibody Product in such country and twelve years following the first commercial sale of such

VII Antibody Product in such country, which the Company refers to as the net profit share term. Following the expiration of the

last-to-expire

of the platform technology patent rights licensed under the Genmab Agreement covering a given

VII Antibody Product in a given country, the percentage of net profit that the Company is obligated to pay with respect to sales of such

VII Antibody Product in such country will be reduced by a specified percentage for the remainder of the net profit share term for such

VII Antibody Product in such country. The Company currently expects that all of the platform technology patent rights licensed under the Genmab Agreement will expire by 2032, though this date may be extended if, for example, Genmab files additional patents covering its platform technology. To date, the Company has not made any payments to Genmab under the Genmab Agreement.

In the event the Company seeks to sell, license or otherwise dispose of its rights to

VII Antibody Products, including through a change of control to any third party other than Novo Nordisk, the Company is obligated to provide Genmab the right to participate in any bidding process as a

bona fide

potential acquirer of such rights.

Unless earlier terminated, the Genmab Agreement will expire, on a TLT-1/Factor VII Antibody Product-by-TLT-1/Factor VII Antibody Product and country-by-country basis, upon the expiration of the last net profit share term for such

TLT-1/Factor VII Antibody Product in such country. On expiration of each net profit share term, the Company’s license becomes perpetual, fully paid-up and non-exclusive with respect to the applicable TLT-1/Factor VII Antibody Product in the applicable country. Either party may terminate the Genmab Agreement for the other party’s uncured material breach or insolvency or in certain events of force majeure. Genmab may terminate the Genmab Agreement if the Company or its affiliates or sublicensees challenge any of the platform technology patent rights licensed under the Genmab Agreement. The Company may terminate the Genmab Agreement for any reason upon 120 days written notice to Genmab. If Novo Nordisk obtains from us the exclusive right to exploit

VII Antibody Products, including upon termination of the Novo Nordisk Agreement, then the Genmab Agreement will terminate in all territories in which Novo Nordisk obtains such exclusive rights.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters arising out of the relationship between such parties and the Company. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations as of March 31, 2026 and December 31, 2025.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the three months ended March 31, 2026 and year ended December 31, 2025 and, to the best of its knowledge, no material legal proceedings are currently pending or threatened.

9. Convertible Preferred Stock and Convertible Preference Shares

Series Seed Convertible Preference Shares

In November 2020, the Company executed an investment agreement under which it issued and sold 23,343 shares of Series Seed convertible preference shares (“Series Seed Convertible Preference Shares”) for gross cash proceeds of

€

2.5 million ($3.0 million).

Series A Convertible Preference Shares

In July 2021, the Company executed an investment agreement (“Series A Investment Agreement”) to issue and sell up to 225,866 shares of Series A convertible preference shares (“Series A Convertible Preference Shares”) for gross proceeds of up to DKK 346.4 million ($50.9 million). In the initial closing in July 2021, the Company issued 61,600 shares of Series A Convertible Preference Shares. This included DKK 57.2 million ($9.0 million) in gross cash proceeds (37,297 shares) and DKK 37.3 million ($5.9 million) from the conversion of the principal and interest balance of debt (24,303 shares). Pursuant to the Series A Investment Agreement, the Company was obligated to issue and the investors were obligated to purchase an additional 164,266 shares of Series A Convertible Preference Shares for total cash proceeds of DKK 251.9 million ($36.0 million) in three separate closings upon the satisfaction of certain conditions related to clinical development. All of the conditions were achieved prior to February 2023. The Company incurred DKK 1.8 million ($0.3 million) of issuance costs.

Series B Convertible Preference Shares

In February 2023, the Company executed an investment agreement under which it issued and sold 442,205 shares of Series B convertible preference shares (“Series B Convertible Preference Shares”) for gross cash proceeds of $135.2 million. The Company incurred $0.3 million of issuance costs.

Series C Convertible Preference Shares

In October 2025, the Company executed an investment agreement under which it issued and sold 512,991 shares of Series C convertible preference shares (“Series C Convertible Preference Shares”) for gross cash proceeds of $156.9 million. The Company incurred $0.5 million of issuance costs.

In connection with the corporate reorganization, the shareholders of Hemab ApS exchanged their convertible preference shares of Hemab ApS for the same number, class and series of newly issued shares of convertible preferred stock, on a

basis, in Hemab Therapeutic Holdings, Inc.

As of March 31, 2026 and December 31, 2025, the convertible preferred stock and convertible preference shares consisted of the following (in thousands, except share data):

The convertible preferred stock had substantially identical rights to the convertible preference shares. The rights, preferences, and privileges of the convertible preferred stock were as follows as of March 31, 2026:

Liquidation Preference

The Deemed Liquidation Events (as defined in the Company’s amended and restated certificate of incorporation, as amended) included: (a) a merger, consolidation, statutory conversion, transfer of the Company, domestication, or continuance in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger, consolidation, statutory conversion, transfer of the Company, domestication, or continuance, (b) (i) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (ii) the sale, lease, transfer, exclusive license or other disposition (whether by merger, consolidation, statutory conversion, transfer of the Company, domestication, continuance or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. In the event of any Deemed Liquidation Event, the proceeds, if any, would have been distributed to the stockholders in accordance with the following priority:

The remaining proceeds, if any, following distribution of the Liquidation Amount would have been distributed to the holder of common stock on a pro rata basis.

Conversion

Shares of convertible preferred stock were convertible into common stock at the option of the holder at any time by dividing the applicable Original Issue Price by the applicable Conversion Price (each as defined in the Company’s amended and restated certificate of incorporation, as amended) in effect at the time of conversion. In connection with the corporate reorganization, the Conversion Prices were set for each series of preferred stock based on the Original Issuance Price, so the convertible preferred stock would be convertible into common stock on a

basis. In addition, the convertible preferred stock was automatically convertible into common stock on a

basis (i) in the event

that

%

of all convertible preferred stock voting as one share class, including

%

of the Series C Convertible Preferred Stock (the “Investor Majority”), consented to such conversion, or (ii) in the event of a public offering which generated gross proceeds of not less than

$

100.0

million.

On May 4, 2026, the Company completed

the

IPO of 19,262,500 shares of its common stock

for

gross proceeds of approximately $346.7

million before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the completion of the IPO, all of the Company’s convertible preferred stock converted into

26,496,910

shares of common stock, andno

shares of preferred stock were outstanding. See Note 14 titled “

Subsequent Events

” for additional information.

Voting

The holders of convertible preferred stock were entitled to the number of votes equal to the number of shares of common stock into which their shares of convertible preferred stock were then convertible, on all matters to be voted upon at all general meetings and written actions in lieu of meetings.

Redemption

Shares of convertible preferred stock were not subject to mandatory redemption. Upon certain events that were outside of the Company’s control, the shares of convertible preferred stock were contingently redeemable at a price equal to the greater of the Liquidation Amount or the amount that would be received on an

as-converted

to common stock basis.

10. Common Stock and Ordinary Shares

As of March 31, 2026, the Company had 1,446,166 shares of common stock authorized for issuance, and

946,000

shares of common stock issued and outstanding.

The holders of shares of common stock and ordinary shares were entitled to an allocation and distribution of proceeds in a Liquidation Event subject to the Liquidation Amount due to the holders of convertible preferred stock. When the Liquidation Amount had been paid in full, any remaining proceeds would have been distributed to the holders of common stock or ordinary shares, as applicable, on a pro rata basis.

The holders of common stock and ordinary shares are entitled to one vote per share on all matters to be voted upon at all general meetings and written actions in lieu of meetings.

On May 4, 2026, the Company completed

t

h

e

IPO of 19,262,500 shares of its common stock. See Note

14 titled “

Subsequent Events

” for additional information.

11. Equity-Based Compensation

Warrants

As of March 31, 2026, the Company had

5,227,222

warrant grants outstanding. Each vested warrant entitles the warrant holder the right to subscribe for one share of common stock. Holders of stock warrants are entitled to exercise the vested portion of the warrant.

The service-based warrant grants generally vest over a four-year service period, with the first 25% vesting on the

one-year

anniversary of the vesting start date and the remaining vesting in equal monthly installments over the following 36 months. The service-based and performance-based warrant grants vest in the same manner as the service-based only awards to the extent the performance condition is met. The Company’s warrants expireten years after the initial grant date if they remain unexercised. Upon the exercise date, the Company issues new

shares of

common stock to the participant.

No warrants were exercised during the three months ended March 31, 2026.

The following assumptions were used in determining the fair value of warrants granted during the three months ended March 31, 2026:

The following table summarizes the Company’s warrants for the three months ended March 31, 2026:

The weighted-average grant date fair value of the shares underlying warrants granted during the three months ended March 31, 2026 was

$

7.40

per share. The total fair value of the shares underlying warrants that vested during the three months ended March 31, 2026 was

$

0.8

million.

Performance-Based Warrants

During 2022, the Company issued warrants to certain employees that included two components: (i) a performance condition that is achieved upon the separate closings of the Series A Convertible Preferred Shares, and (ii) a service condition where the employee provides service over afour-year period. Upon the final closing of the Series A Convertible Preferred Shares in January 2023, all performance conditions had been satisfied and the warrants were subject to ongoing service conditions. Equity-based compensation expense is recognized using an accelerated attribution method over the remaining requisite service period.

Equity-Based Compensation

Equity-based compensation expense recorded as research and development and general and administrative expenses is as follows (in thousands):

As of March 31, 2026, the total unrecognized compensation expense related to the Company’s warrants was $18.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.4 years.

12. Net Loss Per Share

The following table sets forth the outstanding shares of common stock and ordinary share equivalents, presented based on amounts outstanding at each period end, that were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have been anti-dilutive:

13. Segment Reporting

The Company hasone operating segment. The Company’s operating segment is engaged in the research and development of prophylactic therapeutics for bleeding disorders. The Company’s

Chief Executive Officer

and Chief Financial Officer/General Manager are together considered the Company’s CODM and together manage the Company’s operations on a consolidated basis for the purposes of assessing performance and allocating resources based on net loss that also is reported on the consolidated statement of operations as consolidated net loss. This financial metric is used by the CODM to make key operating decisions such as the allocation of capital between program expenses, early-stage discovery expenses, and general and administrative expense, including headcount and facilities decisions. The measure of segment assets is reported on the balance sheet as total consolidated assets. The following table presents long-lived assets by geographic location as of March 31, 2026 and 2025 (in thousands):

The following table presents selected financial information about the Company’s single operating segment for the three months ended March 31, 2026 and 2025 (in thousands):

14. Subsequent Events

The Company evaluated subsequent events through the date on which these financial statements were issued to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the financial statements as of March 31, 2026 and events which occurred subsequently but not recognized in the financial statements.

On April 1, 2026, following the corporate reorganization, on March 31, 2026, Hemab ApS transferred its shares of Hemab Therapeutics Inc., a Delaware corporation and wholly-owned subsidiary of Hemab ApS, to Hemab Therapeutics Holdings, Inc. in exchange for the issuance of a promissory note and, as a result, Hemab Therapeutics Inc. became a wholly owned subsidiary of Hemab Therapeutics Holdings, Inc. See Note 1 titled “Description of Business and Liquidity—Corporate Reorganization” for additional information on the corporate reorganization.

Initial Public Offering

On May 4, 2026, the Company completed the IPO of 19,262,500 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 2,512,500 additional shares of common stock, at a public offering price of $18.00 per share. The net proceeds to the Company from the IPO were approximately $317.2 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. In connection with the completion of the IPO, all shares of the Company’s preferred stock were converted into 26,496,910 shares of common stock, and no shares of preferred stock were thereafter outstanding.

In connection with the closing of the IPO, on May 4, 2026, the Company’s filed a restated certificate of incorporation with the Secretary of State of the State of Delaware, which authorizes 400,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of undesignated preferred stock, par value $0.0001 per share.

Stock Split

The Company’s board of directors and stockholders approved a

22-for-one

forward stock split of the Company’s issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of convertible preferred stock, which became effective on April 24, 2026.

Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and the notes thereto have been retroactively adjusted, where applicable, to reflect the stock split.

2026 Equity Plans

In April 2026, the Company’s board of directors adopted and the Company’s stockholders approved the 2026 Equity Incentive Plan (the “2026 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2026 Plan initially provides for the grant of awards with respect to 4,180,000

shares of common stock, of which the Company granted stock options to purchase an aggregate of 306,900 shares of common stock, at an exercise price per share equal to the initial public offering price of $18.00, in connection with the IPO.

In April 2026 the Company’s board of directors adopted and the Company’s stockholders approved the 2026 Employee Stock Purchase Plan (the “2026 ESPP”), which became effective immediately prior to the effectiveness of the registration statement for the IPO. The 2026 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate

of

418,000

shares of common stock.