PaxMedica Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto KUVATRIS THERAPEUTICS, INC.(formerly PaxMedica, Inc.)(Exact name of registrant as specified in its charter) (201) 977-9461Registrant’s telephone number, including area codeNot Applicable(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 January 13, 2026, the Registrant had 126,264,370 shares of common stock, par value $0.0001 per share, issued and outstanding. EXPLANATORY NOTE Kuvatris Therapeutics, Inc., formerly known as PaxMedica, Inc., (the “Company,” “we,” “us,” or “our”) is filing this Quarterly Reporton Form 10-Q for the fiscal quarter ended September 30, 2024 (this “Quarterly Report”), in order to comply with regulatoryrequirements set forth and communicated to us by the Financial Industry Regulatory Agency (“FINRA”). As described in a CurrentReport on Form 8-K we filed on March 7, 2025 and elsewhere in this filing, on February 28, 2025, we entered into a stock purchaseagreement with Pax Rescue Vehicle, LLC, a Delaware limited liability company (“PRV”), pursuant to which the Company, on March3, 2025 (the “Issuance Date”), issued to PRV 114,754,700 shares of its common stock, par value $0.0001 per share (the “commonstock”), which constituted over 90% of the Company’s authorized voting securities as of the Issuance Date. This issuance of commonstock was made in reliance on the exemption from registration available under Rule 506(c) of Regulation D of the Securities Act of1933, as amended (the “Securities Act”), and was authorized prior to the Issuance Date by unanimous written consent of theCompany’s board of directors (the “Board”) pursuant to Section 141(f) of the Delaware General Corporation Law (the “DGCL”). Theissuance of the common stock to PRV represented a change-in-control of the Company. This action was undertaken in order to facilitate a “going private” transaction of the Company, as the common stock was trading at amarket price of $0.0001 during the month of the Issuance Date and was essentially worthless. As an alternative to filing for liquidationunder Chapter 7 of the U.S. Bankruptcy Code (“Chapter 7”), we opted to take the Company private, so as to maximize the value of itsremaining assets for the benefit of the Company’s remaining stakeholders, particularly its creditors, and to enable its minority commonshareholders to realize a taxable event. In connection with this action, on May 20, 2025, the Company forwarded a letter to the Depositary Trust Company (“DTC”) in whichit declared the issued and outstanding shares of common stock, held by DTC on behalf of the beneficial shareholders of the Companyto be null, void and worthless. On June 12, 2025, the Company forwarded a letter of instruction to its transfer agent, VStock Transfer,LLC (the “Transfer Agent”), directing the Transfer Agent to cancel all shares of common stock held by DTC. Further, on June 13,2025, the Company filed a Form 15-12G with the Securities and Exchange Commission (the “SEC”), terminating its registration underSection 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and suspending its obligation to filereports under Sections 13 and 15(d) of the