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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-42489

METSERA, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	92-0931552
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 World Trade Center 175 Greenwich Street New York, New York	10007
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 784-6595

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.00001 per share

     MTSR

     The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 6, 2025, the registrant had 105,376,189 shares of common stock outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	7

Item 1.	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations and Comprehensive Loss	8
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	9
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	92
Item 3.	Defaults Upon Senior Securities	92
Item 4.	Mine Safety Disclosures	92
Item 5.	Other Information	92
Item 6.	Exhibits	92
Signatures		94

INTRODUCTORY NOTE

On September 21, 2025, we entered into an Agreement and Plan of Merger (the Original Merger Agreement) with Pfizer, Inc. (Pfizer), a Delaware corporation, and Mayfair Merger Sub, Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of Pfizer, pursuant to which, and on the terms and subject to the conditions thereof, at the effective time of the Merger (the Effective Time), Merger Sub will merge with and into Metsera, with Metsera surviving as a wholly owned subsidiary of Pfizer, which we refer to as the Merger. On November 7, 2025, we entered into Amendment No. 1 to the Original Merger Agreement (the Amendment) with Pfizer and Merger Sub, which amends the Original Merger Agreement (as amended, supplemented and otherwise modified from time to time, the Merger Agreement).

Under the terms of the proposed transaction, among other things, Pfizer has agreed to acquire all outstanding shares of Metsera for (A) $65.60 per share in cash plus (B) one contractual contingent value right representing the right to receive contingent payments (a CVR) in cash upon the achievement of certain specified milestones. The transaction values Metsera at a total equity value of approximately $10 billion. The boards of directors of both Metsera and Pfizer have approved the transaction. This transaction is expected to close in the last quarter of 2025, subject to regulatory approvals and other customary closing conditions.

The foregoing description of the Merger Agreement and the transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the Original Merger Agreement, a copy of which is filed as an exhibit to the Current Report on Form 8-K, filed with the SEC on September 22, 2025, and incorporated herein by reference, and the Amendment, a copy of which is filed as an exhibit to the Current Report on Form 8-K, filed with the SEC on November 10, 2025, and incorporated herein by reference.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements are neither historical facts nor assurances of future performance. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “should,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking statements include, but are not limited to, statements about:

•

the structure and timing of and ability to consummate the Merger;

•

any anticipated effects of the Merger’s announcement, pendency or completion on the value of our common stock;

•

our or Pfizer’s ability to obtain any required regulatory approvals in connection with the Merger;

•

any potential future costs or benefits of the Merger, including relating to expenses, restrictions on the conduct of our business, diversion of our management’s attention, ability to retain or hire employees, maintenance of relationships with collaborators, vendors and other business partners and payment of termination fees;

•

the outcome of any legal proceedings and/or regulatory actions that have been or may be instituted against us and others relating to the Merger;

•

the timing, progress and results of preclinical studies and clinical trials for our current and future product candidates and the reporting and interpretation of data from those studies and trials, including our product development plans and strategies;

•

our ability to successfully complete our preclinical studies and clinical trials;

•

our ability to finalize the design of any product candidate and advance our candidates as monotherapies or in combination with our other product candidates, as applicable;

•

our ability to leverage our platforms and peptide library to expand and pursue our discovery portfolio and deliver highly differentiated product candidates;

•

our ability to progress additional programs and leverage our team’s extensive track record to further develop our pipeline, including additional indications we may pursue;

•

our ability to establish scaled manufacturing prior to commercial launch of our product candidates;

•

the prevalence of certain diseases and conditions we intend to treat and the size of the market opportunity for our product candidates;

•

expectations regarding the size, scope and design of our clinical trials;

•

the likelihood of our clinical trials demonstrating safety and efficacy of our product candidates and other positive results;

•

the timing of initiation and completion, and the progress of our drug discovery and research programs;

•

the timing of our planned Investigational New Drug application (IND) submissions to the U.S. Food and Drug Administration (FDA) or any comparable submissions to foreign regulatory authorities for our product candidates;

•

the timing of announcement of interim, topline and preliminary results from clinical trials;

•

our projected operating expenses and capital expenditure requirements;

•

our ability to leverage the clinical, regulatory, and manufacturing advancements to accelerate our clinical trials and approval of product candidates;

•

our ability to meet future regulatory standards with respect to our product candidates, if approved;

•

our commercialization, marketing and manufacturing;

•

the anticipated impact of geopolitical and macroeconomic factors on our business, including impacts from tariffs;

•

the implementation of our strategic plans for our business, programs and platforms;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our programs and platforms;

•

developments related to our competitors and our industry;

•

the success of competing therapies that are or may become available;

•

our ability to maintain compliance with our license agreements and maintain rights to our licensed technology;

•

our ability to identify and enter into future license agreements and collaborations;

•

our reliance on third parties to conduct clinical trials of our product candidates;

•

our reliance on third parties for the manufacture of our product candidates;

•

developments related to our programs and platforms;

•

regulatory developments in the United States and foreign countries, including the potential impact of tariffs on our business;

•

our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act or a smaller reporting company;

•

our ability to attract and retain key scientific and management personnel; and

•

our use of proceeds from our initial public offering, our financial performance, estimates of our expenses, capital requirements and needs for additional financing.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein for any reason after the date of this report to conform these statements to new information, future events or otherwise.

We may from time to time provide estimates, projections and other information concerning our industry, the general business environment, and the markets for certain diseases, including estimates regarding the potential size of those markets and the estimated incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events, circumstances or numbers, including actual disease prevalence rates and market size, may differ materially from the information reflected in this Quarterly Report. Unless otherwise expressly stated, we obtained the industry, market and competitive position data from our internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties that have not been independently verified which may, in the future, prove not to have been accurate.

As used in this Quarterly Report, unless otherwise specified or the context otherwise requires, the terms “we,” “our,” “us,” “Metsera,” and the “Company” refer to Metsera, Inc. and its subsidiaries. All brand names or trademarks appearing in this Quarterly Report are the property of their respective owners. Metsera may use its website as a distribution channel of material information about the Company. Financial and other important information regarding the Company is routinely posted on and accessible through the Investors & News section of its website at investors.metsera.com. In addition, stockholders may sign up to automatically receive email alerts and other information about the Company by using the “Email Alerts” option on the Investors & Media page and submitting their email address.

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

The risk factors summarized and detailed below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our common stock to decline. A summary of the material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:

•

The conditions under the Merger Agreement to our and Pfizer’s consummation of the Merger may not be satisfied at all or in the anticipated timeframe.

•

The announcement of, or a failure to consummate, the Merger could negatively impact our business, financial condition, results of operations or our stock price.

•

Our stockholders may not receive any payment on the contingent value rights and the contingent value rights may otherwise expire valueless.

•

The Merger Agreement contains provisions that could make it difficult for a third-party to acquire us prior to the completing of the Merger.

•

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

•

Securities class action and derivative lawsuits in connection with the Merger could result in substantial costs and prevent or delay the consummation of the Merger.

•

We are a clinical-stage biotechnology company with a limited operating history and no history of commercializing products and have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future.

•

We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it.

•

To the extent the Merger is not consummated on the timelines we expect or at all, we may require substantial additional capital to finance our operations, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development programs, commercialization efforts or other operations.

•

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

•

We currently depend entirely on the success of our product candidates. Drug development is a highly uncertain undertaking and involves a substantial degree of risk. If we are unable to successfully develop any of our current or future product candidates, or experience significant delays in doing so, our business will be materially harmed.

•

Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize these programs on a timely basis or at all, which would have an adverse effect on our business.

•

Clinical and preclinical development involves a lengthy and expensive process with an uncertain outcome, and the results of prior clinical trials and studies involving our product candidates are not necessarily predictive of our future results. Our product candidates may not show favorable results in preclinical studies or clinical trials or receive regulatory approval on a timely basis, if at all.

•

Any difficulties or delays in the commencement or completion, or the termination or suspension, of our current or planned clinical trials or preclinical studies could result in increased costs to us, delay or limit our ability to receive approval for and commercialize any product candidates and generate revenue.

•

We may find it difficult to enroll patients in our clinical trials. If we encounter difficulties or delays enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

•

Use of any of our current or future product candidates could be associated with side effects, adverse events or other properties or safety risks, which could delay or preclude regulatory approval, cause us to suspend or discontinue clinical trials, abandon any of our current or future product candidates, limit the commercial profile of an approved label or result in other significant negative consequences that could severely harm our business, financial condition, results of operations and prospects.

•

The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our

business will be substantially harmed. Additional time may be required to obtain marketing authorizations for any product candidates that we develop as biologic-device combination products.

•

We currently, and may in the future, conduct certain of our clinical trials for our product candidates outside of the United States. However, the FDA and foreign regulatory authorities may not accept data from such trials, which could materially harm our business.

•

We rely on third parties to conduct our clinical trials and preclinical studies. If these third parties do not successfully carry out their contractual duties, comply with applicable regulatory requirements, or meet expected deadlines, any of our current or future product candidates and our ability to seek or obtain regulatory approval for or commercialize any of our current or future product candidates may be delayed.

•

We currently rely on third parties for the manufacture and shipping of our product candidates for clinical development, which subjects us to risks associated with international operations, including exposure to tariffs, and increases the risk that we will not have sufficient quantities of our current or future product candidates or such quantities at an acceptable cost, which could delay, prevent, or impair our development or commercialization efforts.

•

We have entered into license and collaboration agreements, and may in the future enter into further strategic alliances, to maximize the potential of our product candidates, and we may not realize the anticipated benefits of such collaborations or alliances. We may continue to form collaborations or alliances in the future with respect to any of our current or future product candidates, but may be unable to do so or to realize the potential benefits of such transactions, which may cause us to alter or delay our development and commercialization plans.

•

We face significant competition from entities that have made substantial investments into developing novel treatment for patients with obesity and overweight, including large pharmaceutical companies with approved therapies in our current indications, and biopharmaceutical, specialty pharmaceutical and biotechnology companies developing novel treatments and technology platforms.

•

Any product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated.

•

Our success is dependent on our ability to attract and retain highly qualified management and other clinical and scientific personnel.

•

If we or our licensors are unable to obtain, maintain, defend and enforce patent or other intellectual property protection for any of our current or future product candidates or technology, or if the scope of the patent or other intellectual property protection obtained is not sufficiently broad, our competitors or other third parties could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize any of our current or future product candidates may be adversely affected.

The risks described above should be read together with the text of the full risk factors described below in the section entitled “Risk Factors” and the other information set forth in this Quarterly Report, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the Securities Exchange Commission (SEC). The risks summarized above or described in full below are not the only risks that we face. Additional risks and uncertainties not precisely known to us, or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations and future growth prospects.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

METSERA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	448,461		$	352,447
Prepaid expenses and other current assets		12,949			6,686
Total current assets		461,410			359,133
Property and equipment, net		228			57
Operating lease right-of-use asset		413			1,385
Intangible assets		73,249			68,521
Goodwill		23,402			21,892
Other assets		8,942			—
Total assets	$	567,644		$	450,988
Liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	20,226		$	20,837
Accrued expenses and other current liabilities		40,301			17,877
Notes payable with related parties		2,406			8,387
Due to related parties		213			392
Operating lease liabilities, current		367			714
Contingent consideration, current		44,981			19,100
Total current liabilities		108,494			67,307
Deferred tax liabilities		8,316			7,780
Operating lease liabilities, noncurrent		64			701
Contingent consideration, noncurrent		113,580			87,850
Total liabilities		230,454			163,638
Redeemable convertible preferred stock, par value $0.00001 per share:
Series Seed redeemable convertible preferred stock: no shares and 36,599,998 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares and 36,599,998 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (Liquidation value of $54,900 at December 31, 2024)		—			54,815
Series A redeemable convertible preferred stock: no shares and 79,999,993 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares and 79,999,993 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (Liquidation value of $240,000 at December 31, 2024)		—			239,752
Series A-1 redeemable convertible preferred stock: no shares and 9,696,970 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares and 9,696,970 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (Liquidation value of $32,000 at December 31, 2024)		—			31,931
Series B redeemable convertible preferred stock: no shares and 42,658,718 shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares and 42,658,718 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (Liquidation value of $215,000 at December 31, 2024)		—			214,359
Commitments and contingencies (Note 7)
Stockholders’ equity (deficit):
Preferred stock, par value $0.00001 per share: 10,000,000 shares and no shares authorized as of September 30, 2025 and December 31, 2024, respectively; no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		—			—
Common stock, par value $0.00001 per share: 800,000,000 and 72,348,953 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 105,152,658 and 15,368,385 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.		1			—
Additional paid-in capital		845,316			2,479
Accumulated other comprehensive income (loss)		10,554			1,160
Accumulated deficit		(518,681	)		(257,146	)
Total stockholders’ equity (deficit)		337,190			(253,507	)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$	567,644		$	450,988

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METSERA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024
Operating expenses:
Acquired in-process research and development	$	—		$	—		$	—		$	90
Research and development		63,684			29,932			181,381			68,600
General and administrative		15,034			7,341			35,119			17,059
Change in fair value of contingent consideration		43,365			73,992			56,515			74,584
Total operating expenses		122,083			111,265			273,015			160,333
Loss from operations		(122,083	)		(111,265	)		(273,015	)		(160,333	)
Other income (expense):
Interest expense		(8	)		(79	)		(148	)		(106	)
Foreign exchange gain (loss)		1,023			(95	)		(3,524	)		(113	)
Interest income		4,836			1,401			15,152			3,357
Loss before income taxes		(116,232	)		(110,038	)		(261,535	)		(157,195	)
Income tax benefit		—			390			—			939
Net loss	$	(116,232	)	$	(109,648	)	$	(261,535	)	$	(156,256	)
Net loss per share of common stock, basic and diluted	$	(1.11	)	$	(7.56	)	$	(2.76	)	$	(10.98	)
Weighted-average shares of common stock outstanding, basic and diluted		105,030,422			14,503,372			94,879,307			14,232,399

Comprehensive loss:
Net loss	$	(116,232	)	$	(109,648	)	$	(261,535	)	$	(156,256	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(3,007	)		4,345			9,394			3,820
Total other comprehensive income (loss)		(3,007	)		4,345			9,394			3,820
Comprehensive loss	$	(119,239	)	$	(105,303	)	$	(252,141	)	$	(152,436	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METSERA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data)

(Unaudited)


	Redeemable												Accumulated
	convertible										Additional		other						Total
	preferred stock						Common stock				paid-in		comprehensive			Accumulated			stockholders’
	Shares			Amount			Shares		Amount		capital		income (loss)			deficit			equity (deficit)
Balance at December 31, 2024		168,955,679		$	540,857			15,368,385	$	—	$	2,479	$	1,160		$	(257,146	)	$	(253,507	)
Conversion of redeemable convertible preferred stock		(168,955,679	)		(540,857	)		71,904,475		1		540,856		—			—			540,857
Issuance of common stock upon initial public offering, net of offering costs		—			—			17,569,444		—		288,411		—			—			288,411
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			22,610		—		—		—			—			—
Exercise of common stock options		—			—			5,319		—		19		—			—			19
Stock-based compensation expense		—			—			—		—		2,088		—			—			2,088
Foreign currency translation adjustment		—			—			—		—		—		4,107			—			4,107
Net loss		—			—			—		—		—		—			(76,588	)		(76,588	)
Balance at March 31, 2025		—		$	—			104,870,233	$	1	$	833,853	$	5,267		$	(333,734	)	$	505,387
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			22,608		—		—		—			—			—
Stock-based compensation expense		—			—			—		—		4,266		—			—			4,266
Foreign currency translation adjustment		—			—			—		—		—		8,294			—			8,294
Net loss		—			—			—		—		—		—			(68,715	)		(68,715	)
Balance at June 30, 2025		—		$	—			104,892,841	$	1	$	838,119	$	13,561		$	(402,449	)	$	449,232
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			22,609		—		—		—			—			—
Exercise of common stock options		—			—			237,208		—		456		—			—			456
Stock-based compensation expense		—			—			—		—		6,741		—			—			6,741
Foreign currency translation adjustment		—			—			—		—		—		(3,007	)		—			(3,007	)
Net loss		—			—			—		—		—		—			(116,232	)		(116,232	)
Balance at September 30, 2025		—		$	—			105,152,658	$	1	$	845,316	$	10,554		$	(518,681	)	$	337,190

	Redeemable												Accumulated
	convertible										Additional		other						Total
	preferred stock						Common stock				paid-in		comprehensive			Accumulated			stockholders’
	Shares			Amount			Shares		Amount		capital		income (loss)			deficit			equity (deficit)
Balance at December 31, 2023		66,266,662		$	143,683			13,831,417	$	—	$	85	$	2,752		$	(48,019	)	$	(45,182	)
Issuance of Series A convertible preferred stock, net of issuance costs		14,499,999			43,387			—		—		—		—			—			—
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			478,777		—		—		—			—			—
Stock-based compensation expense		—			—			—		—		79		—			—			79
Foreign currency translation adjustment		—			—			—		—		—		(631	)		—			(631	)
Net loss		—			—			—		—		—		—			(19,880	)		(19,880	)
Balance at March 31, 2024		80,766,661		$	187,070			14,310,194	$	—	$	164	$	2,121		$	(67,899	)	$	(65,614	)
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			148,510		—		—		—			—			—
Stock-based compensation expense		—			—			—		—		381		—			—			381
Foreign currency translation adjustment		—			—			—		—		—		106			—			106
Net loss		—			—			—		—		—		—			(26,728	)		(26,728	)
Balance at June 30, 2024		80,766,661		$	187,070			14,458,704	$	—	$	545	$	2,227		$	(94,627	)	$	(91,855	)
Issuance of Series A convertible preferred stock, net of issuance costs		35,833,330			107,497			—		—		—		—			—			—
Issuance of Series A-1 convertible preferred stock, net of issuance costs		9,696,970			31,931			—		—		—		—			—			—
Issuance of common stock under equity incentive plans related to vesting of restricted stock units		—			—			126,344		—		—		—			—			—
Stock-based compensation expense		—			—			—		—		449		—			—			449
Foreign currency translation adjustment		—			—			—		—		—		4,345			—			4,345
Net loss		—			—			—		—		—		—			(109,648	)		(109,648	)
Balance at September 30, 2024		126,296,961		$	326,498			14,585,048	$	—	$	994	$	6,572		$	(204,275	)	$	(196,709	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METSERA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	For the nine months ended September 30,
	2025			2024
Operating activities:
Net loss	$	(261,535	)	$	(156,256	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		28			7
Non-cash interest expense		8			106
Stock-based compensation expense		13,095			909
Change in fair value of contingent consideration		56,515			74,584
Income tax benefit		—			(939	)
Non-cash lease expense		(12	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(6,255	)		(1,775	)
Other assets		(8,942	)		—
Accounts payable		(619	)		7,195
Accrued expenses and other liabilities		22,232			12,093
Due to related parties		(125	)		411
Payment of contingent consideration		(9,444	)		—
Net cash used in operating activities		(195,054	)		(63,665	)
Investing activities:
Purchase of property and equipment		(198	)		(42	)
Net cash used in investing activities		(198	)		(42	)
Financing activities:
Proceeds from the sale of convertible preferred stock, net of offering costs paid		—			182,815
Proceeds from the sale of common stock in initial public offering, net of offering costs paid		288,411			—
Proceeds from the exercise of common stock options		474			—
Settlement of deferred payment related to the acquisition of Zihipp, Ltd.		—			(515	)
Payment of contingent consideration		(1,383	)		(6,264	)
Net cash provided by financing activities		287,502			176,036
Effect of exchange rates on cash and cash equivalents		3,764			70
Net increase in cash and cash equivalents		96,014			112,399
Cash and cash equivalents, beginning of the period		352,447			75,195
Cash and cash equivalents, end of the period	$	448,461		$	187,594
Supplemental cash flow disclosures:
Cash paid for interest	$	207		$	—
Supplemental non-cash financing activities:
Issuance of common stock upon conversion of convertible preferred stock	$	540,856		$	—
Issuance of related party note to settle contingent consideration	$	2,398		$	5,925

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

METSERA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization, Liquidity and Risk

Unless the context otherwise requires, references in these notes to “Metsera,” “the Company,” “we,” “us” and “our” and any related terms are intended to mean Metsera, Inc. and its consolidated subsidiaries.

Organization

Metsera, Inc., a Delaware corporation, was incorporated in June 2022 and is a clinical-stage biotechnology company developing next-generation injectable and oral nutrient stimulated hormone (NuSH) analog peptides to treat obesity, overweight and related conditions. We have developed and are implementing proprietary methods and platform technologies to advance a broad, scalable and combinable portfolio of injectable and oral NuSH analog peptides with the potential to not only address the limitations of approved therapies, but also many of the anticipated limitations of next-generation therapies in development. We use our proprietary MINT peptide library of NuSH analog peptides alongside our Half-life Augmentation by Lipid Optimization (HALO) half-life extending platform and our MOMENTUM oral NuSH analog peptide delivery platform to deliver highly differentiated product candidates that we are advancing into clinical trials for obesity, overweight and other related conditions.

Initial Public Offering (IPO)

In February 2025, we completed our IPO in which we sold 17,569,444 shares of our common stock at a public offering price of $18.00 per share. We received net proceeds of $288.4 million after deducting underwriting discounts, commissions and other offering expenses.

The Merger

Under the terms of the proposed transaction, among other things, Pfizer has agreed to acquire all outstanding shares of Metsera for (A) $65.60 per share in cash plus (B) one contractual contingent value right representing the right to receive contingent payments (a CVR) in cash upon the achievement of certain specified milestones. The boards of directors of both Metsera and Pfizer have approved the transaction. This transaction is expected to close in the last quarter of 2025, subject to regulatory approvals and other customary closing conditions.

Liquidity and Risk

We incurred losses and negative operating cash flows since our inception and have an accumulated deficit of $518.7 million as of September 30, 2025. During the three and nine months ended September 30, 2025, we incurred a net loss of $116.2 million and $261.5 million, respectively, and for the nine months ended September 30, 2025, we had negative operating cash flows of $195.1 million. We anticipate incurring additional losses until such time, if ever, that we can generate significant sales of our product candidates currently in development. Substantial additional financing will be needed to fund our operations and to commercially develop our product candidates, if approved. No assurance can be given that any such financing will be available when needed or that our research and development efforts will be successful.

Since our inception in June 2022, we have funded our operations through the issuance of shares of our redeemable convertible preferred stock, convertible notes in private placements and common stock issued during our IPO completed in February 2025. As of September 30, 2025, we had cash and cash equivalents of $448.5 million. We believe the available cash and cash equivalents as of September 30, 2025, will enable us to fund our operating expense and capital expenditure requirements through at least 12 months from the issuance date of these financial statements.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Our unaudited condensed consolidated financial statements include those of Metsera, Inc. and its wholly owned subsidiaries, Zihipp Ltd. and Zihipp Inc. (collectively, Zihipp) that were acquired in September 2023 (refer to Note 3, Acquisition of Zihipp Ltd.). All significant intercompany account balances and transactions have been eliminated upon consolidation.

The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) accounting standards codification.

These unaudited condensed consolidated financial statements have been prepared on the same basis as, and should be read in conjunction with, our audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2024 (our Annual Report), as filed with the SEC on March 26, 2025. In the opinion of management, our unaudited condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary to present fairly our financial position, results of operations and cash flows for the interim periods presented. Operating results for the three and nine months ended September 30, 2025, are not considered necessarily indicative of the results that may be expected for the year ending December 31, 2025, for any other interim period or for any other future year.

Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and the Accounting Standards Updates (ASU) of the FASB and SEC.

Reverse Stock Split

In January 2025, our board of directors approved an amendment to our certificate of incorporation providing for a 2.349723-for-1 reverse stock split of our issued and outstanding common stock. The reverse stock split became effective on January 27, 2025. The accompanying unaudited condensed consolidated financial statements and notes herein give retroactive effect to the reverse stock split for all periods presented. Refer to Note 8, Convertible Preferred Stock and Stockholders’ Equity (Deficit), for additional details.

Significant Accounting Policies

There have been no significant changes to our significant accounting policies described in Note 2, Basis of Presentation and Significant Accounting Policies, of our audited consolidated financial statements within our Annual Report.

Segment Information

We operate and manage our business as a single operating segment for the purposes of assessing performance and making operating decisions. Our current focus is on the development of clinical and preclinical product candidates focused on developing next-generation injectable and oral nutrient stimulated hormone, analog peptides to treat obesity, overweight and related conditions. We have one reportable segment. The determination of reportable segments is based on our chief operating decision maker’s (CODM) use of financial information provided for the purpose of assessing performance and making operating decisions. Our CODM is our Chief Executive Officer.

The CODM assesses performance for the segment based on net loss. The measure of segment assets is reported on the accompanying condensed consolidated balance sheets as total assets.

To date, we have not generated any product revenue. We expect to continue to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. As such, our CODM uses cash forecast models in deciding how to invest into the segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

The table below summarizes the significant expense categories regularly reviewed by our CODM for the three and nine months ended September 30, 2025 and 2024.


	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024
Research and Development Programs:
MET-097i	$	25,618		$	11,376		$	71,080		$	20,221
MET-233i		9,884			4,054			30,449			10,739
Oral peptide platform		4,458			6,570			22,560			17,919
Additional key pipeline combinations with GLP-1 RA + amylin agonism		3,501			1,310			11,328			3,174
Development and discovery infrastructure		20,223			6,622			45,964			16,547
Personnel		4,516			1,357			10,075			2,951
Stock-based compensation included within general and administrative expenses		3,639			163			7,258			318
Professional fees and other		6,879			5,821			17,786			13,790
Acquired in-process research and development		—			—			—			90
Change in fair value of contingent consideration		43,365			73,992			56,515			74,584
Interest income		(4,836	)		(1,401	)		(15,152	)		(3,357	)
Other expense, net(a)		(1,015	)		174			3,672			219
Loss before income taxes		116,232			110,038			261,535			157,195
Income tax benefit		—			(390	)		—			(939	)
Segment net loss		116,232			109,648			261,535			156,256
Reconciliation of profit or loss:
Adjustments and reconciling items		—			—			—			—
Consolidated net loss	$	116,232		$	109,648		$	261,535		$	156,256

(a) Includes the change in interest expense and foreign exchange loss.

Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. The weighted-average number of shares of common stock outstanding used in the basic net loss per share calculation does not include unvested restricted stock awards as these instruments are considered contingently issuable shares until they vest.

Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, redeemable convertible preferred stock, restricted stock awards and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. Our convertible preferred stock and unvested restricted stock entitles the holder to participate in our dividends and earnings, and, if we were to recognize net income, we would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock and unvested restricted stock have no obligation to fund losses.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	As of September 30,
	2025		2024
Redeemable convertible preferred stock outstanding1		—		126,296,961
Unvested restricted stock awards outstanding		140,088		1,267,881
Stock options outstanding		12,220,686		6,373,042
		12,360,774		133,937,884

1Amounts in the above table reflect redeemable convertible preferred stock outstanding as of September 30, 2024. These shares were converted on a 2.349723-for-1 basis immediately prior to the IPO. Refer to Note 8, Convertible Preferred Stock and Stockholders’ Equity (Deficit), for additional information on conversion.

Income Taxes

We had no income tax benefit or expense for the three and nine months ended September 30, 2025. We had an income tax benefit of $0.4 million and $0.9 million for the three and nine months ended September 30, 2024, respectively. We continue to have a full valuation allowance for substantially all of our net deferred tax assets in the U.S. The tax benefit related to the three and nine months ended September 30, 2024, was the result of the net operating losses in the U.K. for the period for which a deferred tax asset was created and netted against the indefinite-lived deferred tax liability established upon the Zihipp acquisition in September 2023 as we expect the deferred tax liability will be a source of taxable income for purposes of determining the realization of the deferred tax asset related to net operating losses in the U.K. which have an unlimited carryforward.

The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. on July 4, 2025. The OBBBA legislation provides for the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, revisions to the international tax framework and the reinstatement of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in future periods. Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. We are in the process of evaluating the legislation, however, it did not have a material impact on our condensed consolidated financial statements for the three and nine months ended September 30, 2025, as we maintain a valuation allowance against substantially all of our net deferred tax assets.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, we do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our consolidated financial statements or related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2022-09). ASU No. 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. We currently evaluating the impact that the adoption of this pronouncement will have on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU No. 2024-03). ASU No. 2024-03 is intended to improve expense disclosures by requiring disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. The standard is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the standard prospectively or retrospectively. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

3. Acquisition of Zihipp Ltd.

On September 22, 2023 (the Closing Date), we entered into a share purchase agreement, as amended, with the selling shareholders holding the entire issued share capital of Zihipp, a biopharmaceutical company focused on the development of peptide hormones for use in novel therapeutics for the treatment of diabetes and obesity, pursuant to which we acquired 100% of the outstanding equity interests of Zihipp. Through Zhipp’s exclusive licensing agreement with the Imperial College of London, Zihipp had rights to all patent applications and pre-clinical and clinical data packages for various programs associated with the license at the time of acquisition. The acquisition of Zihipp expanded our current pipeline of novel therapeutics for obesity and diabetes.

The acquisition of Zihipp involved upfront and deferred cash payments totaling $34.3 million and contingent consideration with an estimated fair value of $42.9 million at the time of acquisition. Contingent consideration is comprised of future potential development, regulatory, commercial and joint venture (JV) milestone payments as well as royalties on net product sales and out-licensed intellectual property. Under the terms of the agreement, we are obligated to make the following payments: (i) payments on the first achievement of certain development milestones of up to $52.5 million, with additional payment(s) of $27.5 million upon achieving certain other development milestones, in each case; (ii) payments on the first achievement of certain regulatory milestones of up to $30.0 million, plus (a) $30.0 million and/or (b) $10.0 million upon achieving certain other regulatory milestones, in each case, as applicable, provided that (a) and (b) occur within 15 years from the Closing Date; (iii) commercial milestone payment(s) of $5.0 million upon achieving certain commercial milestone events, in each case; and (iv) JV milestone payments of up to $35.0 million as a result of certain royalties, milestones, dividends, sales or other interests and irrevocable consideration payments received from SanPlena LLC. In September 2025 the sublicense agreement between Zihipp and SanPlena LLC was terminated and the members of SanPlena LLC have executed a written consent to wind down SanPlena LLC. Therefore, no JV milestone payments will be payable.

In addition, the former Zihipp shareholders are entitled to low-single digit royalties on net product sales and low-single to mid-teen digit payment of net receipts on non-royalty license income at certain milestone events for out-licensed intellectual property. The royalty term shall terminate on a Licensed Product-by-Licensed Product and country-by-country basis on the latest of (i) the 10-year anniversary of the first commercial sale of such Licensed Product in such country, (ii) the expiration of any regulatory exclusivity period that covers such Licensed Product in such country, and (iii) the expiration of our last-to-expire licensed patent or a jointly owned patent that covers such the Licensed Product in such country.

As a result of certain development milestones being achieved in previous periods or in the current period under the agreement, we paid $2.5 million and $11.0 million during the three and nine months ended September 30, 2025, respectively. The payments related to the nine months ended September 30, 2025, were comprised of cash consideration of $2.5 million and notes payable to related parties with principal balances of $8.3 million and accrued interest through the payment date of $0.2 million. In addition, as of September 30, 2025, we had notes payable to former Zihipp Ltd. shareholders with principal balances of $2.4 million and accrued interest of $7.9 thousand. For additional information related to our acquisition of Zihipp, please refer to Note 4, Acquisition of Zihipp Ltd., to our audited consolidated financial statements included in our Annual Report.

4. Licensing Agreements

D&D Pharmatech Inc. License and Collaboration Agreement

In April 2023, we entered into a license and collaboration agreement with D&D Pharmatech Inc. (D&D), which was amended in May 2023, and further amended in March 2024 (the License Agreement). We were granted an exclusive, worldwide, sublicensable license to exploit licensed compounds and products under the licensed technology.

Simultaneously with the License Agreement, we entered into a separate Research and Collaboration Agreement with D&D’s affiliate, Neuraly Inc. (Neuraly). Under this arrangement, Neuraly is responsible for the preclinical development of certain Licensed Products, defined within the agreement, while we will manage all other development activities as specified in the Research Plans.

Upon execution of the agreement, we were required to pay D&D an upfront fee of $10.0 million. Additionally, we are also required to make payments to D&D up to an aggregate of $123.0 million upon the achievement of various development and regulatory milestones, up to an aggregate of $337.5 million in commercial milestones and low-single to low double digit royalties on net product sales of the licensed technology. We are eligible to receive non-royalty sublicense income and the contingent payments under the agreement are structured as loan notes with 12 months’ interest.

During the three months ended September 30, 2025, we made no payments under the D&D agreements. During the nine months ended September 30, 2025, we made a payment of $2.0 million related to certain development milestones that were achieved under the D&D agreements in November 2024 that was previously recognized within research and development expense within our statement of operations and comprehensive loss for the year ended December 31, 2024, as well as within other current liabilities in our balance sheet as of December 31, 2024. No additional milestones were achieved under the License Agreement during the three and nine months ended September 30, 2025. No milestones were achieved or payments made during the three and nine months ended September 30, 2024.

During the three and nine months ended September 30, 2025, we recognized $1.1 million and $3.4 million, respectively, for full-time employee (FTE) expenses and the cost of reagents and raw materials related to Neuraly. During the three and nine months ended September 30, 2024, we recognized $2.0 million and $6.0 million, respectively, for full-time employee (FTE) expenses and the cost of reagents and raw materials related to Neuraly. In addition, during the nine months ended September 30, 2024, we recognized acquired in-process research and development expense of $0.1 million in connection with the upfront payments for the license acquired in the accompanying consolidated statements of operations and comprehensive loss. No amounts of acquired in-process research and development were recognized in the three and nine months ended September 30, 2025 or in the three months ended September 30, 2024.

For additional information related to our agreements with D&D, please refer to Note 8, Licensing Agreements, to our audited consolidated financial statements included in our Annual Report.

Imperial College of Science, Technology and Medicine

In connection with the acquisition of Zihipp in September 2023, we acquired an exclusive intellectual property license agreement with the Imperial College of Science, Technology and Medicine (Imperial), whereby Imperial granted us an exclusive license for the development and commercialization of the licensed products (the Imperial Agreement).

Pursuant to the Imperial Agreement, Imperial is eligible to receive up to £20.5 million (approximately $27.5 million at an exchange rate of 1.34 as of September 30, 2025) upon the achievement of certain development and regulatory milestones primarily based on the initiation of clinical trial phases and regulatory approval. In addition, we are obligated to pay Imperial low-single digit percentage royalties on net sales on a country-by-country and product-by-product basis and mid-single digit to mid-teen percentage of net receipts from sublicenses. In addition, we are obligated to reimburse Imperial for annual patent related costs incurred related to the licensed technology.

No development milestones related to the Imperial Agreement were achieved during the three and nine months ended September 30, 2025 and 2024 and as such, no amounts were included in research and development or accrued expenses and other current liabilities for the comparative periods. For additional information related to our agreement with Imperial, please refer to Note 8, Licensing Agreements, to our audited consolidated financial statements included in our Annual Report.

Amneal Agreements

In September 2024, we executed two contracts (the Amneal Agreements) with affiliates of Amneal Pharmaceuticals Inc. (collectively, Amneal), including a license agreement and a development and supply agreement.

Under the license agreement, Amneal received an exclusive license to manufacture and commercialize our drug product candidate(s) (Product(s)) after our regulatory approval in certain emerging markets in South and Southeast Asia, North Africa and the Middle East (Territory). We will receive royalties calculated as a high single-digit percentage of Amneal’s gross profits from Product(s) sales.

Under the development and supply agreement, Amneal will initially provide research services related to Product(s) development. The parties are constructing a new manufacturing facility in India (New Facility) that Amneal will own, operate, and control during the construction. We are required to finance the construction of the New Facility based on the percentage of the actual costs incurred and subject to an aggregate cap of $100.0 million. Under the development and supply agreement, our contribution to the New Facility construction costs is capped at $100.0 million unless we subsequently change the initial specifications for the New Facility.

During the three and nine months ended September 30, 2025, we recorded $7.3 million and $8.9 million related to the construction of the New Facility, which was included in other assets within our condensed consolidated balance sheets as of September 30, 2025. For additional information related to our agreements with Amneal, please refer to Note 8, Licensing Agreements, to our audited consolidated financial statements included in our Annual Report.

5. Fair Value Measurements

We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

(a)

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

(b)

Level 2 Inputs: Observable inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

(c)

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The following table presents our assets and liabilities that are measured at fair value on a recurring basis:


	As of September 30, 2025
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Assets:
Cash equivalents:
Money Market Funds	$	57,769	$	—	$	—	$	57,769
Certificates of Deposit		—		25,000		—		25,000
Total Assets	$	57,769	$	25,000	$	—	$	82,769
Liabilities:
Contingent consideration - current and noncurrent	$	—	$	—	$	158,561	$	158,561
Total liabilities	$	—	$	—	$	158,561	$	158,561


	As of December 31, 2024
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Assets:
Cash equivalents:
Money market funds	$	55,954	$	—	$	—	$	55,954
Certificates of deposit		—		100,000		—		100,000
Total assets	$	55,954	$	100,000	$	—	$	155,954
Liabilities:
Contingent consideration - current and noncurrent	$	—	$	—	$	106,950	$	106,950
Total liabilities	$	—	$	—	$	106,950	$	106,950

We have not recognized any impairments of our assets measured and carried at fair value during the three and nine months ended September 30, 2025. There have been no changes in valuation techniques, inputs utilized or transfers between fair value measurement levels in the periods presented. Our certificates of deposit are held at amortized cost which approximate their fair value based on Level 2 inputs due to their short-term nature.

As of September 30, 2025, our contingent consideration liabilities represented our only Level 3 assets or liabilities carried at fair market value. Changes in the fair value remeasurement of our contingent consideration liabilities can result from changes in one or multiple inputs, including adjustments to discount rates, changes in the expected achievement or timing of any development, regulatory, commercial or royalty-based milestones, changes in the amount or timing of expected future net cash flows, changes in the probability or timing of certain events. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. The following table provides a roll forward of our total contingent consideration liabilities that are categorized within Level 3 of the fair value hierarchy for the nine months ended September 30, 2025 and 2024:



	Contingent
(In thousands)	consideration			Total
Balance at December 31, 2024	$	106,950		$	106,950
Change in fair value		56,515			56,515
Settlements		(4,904	)		(4,904	)
Balance at September 30, 2025	$	158,561		$	158,561



	Contingent
(In thousands)	consideration		Total
Balance at December 31, 2023	$	45,800	$	45,800
Change in fair value		74,584

Metsera, Inc. 10-Q