EVMN 10-K & 10-Q changes, risk factors and insider trading

In addition to the information set forth in this report, you should carefully consider the risks discussed under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 5, 2026, and subsequent filings with the SEC, which could have a material adverse effect on our business or financial statements, results of operations, and cash flows. Additional risks not currently known, or risks that are currently believed to be not material, may also impair business operations. There have been no material changes to our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025.2025, except as set forth below.

Among our portfolio of programs, we currently have two product candidates, EVO756 and EVO301, in Phase 2 development. We are initially developing EVO756 for the treatment of CSU, AD and migraine, and EVO301 for the treatment of AD and UC. We see broad expansion potential for both programs across additional chronic inflammatory diseases. We also intend to advance additional preclinical programs into clinical development.

For EVO756, we initiated a Phase 2b dose-ranging trial in CSU in April 2025 and expect to report initial results in June 2026. We also initiated a Phase 2b dose-ranging trial of EVO756 in moderate-to-severe AD patients in August 2025 and expect to report initial results in the third quarter of 2026. We plan to evaluate EVO756 in additional indications in which mast cell degranulation and neuroinflammation are key drivers of disease, with migraine being our next indication of interest where we plan to initiate a Phase 2b trial in mid-2026 and expect to report initial results in 2027. For EVO301, we have completed work on a high concentration of subcutaneous formulation, and manufacturing has been initiated. Our planned Phase 2b, placebo-controlled, dose-ranging clinical trial is expected to include at least three dosing regimens of EVO301 tested over a 16-week treatment period, with a planned commencement in mid-2027 following completion of standard scale-up and toxicology activities. We continue to evaluate EVO301 in additional indications, including UC, certain cardiovascular-related inflammatory conditions and food allergy, with planning underway for additional potential Phase 2 clinical trials.

We have incurred significant operating losses in each year since our inception. As of MarchJune 31,30, 2026, we had an accumulated deficit of $242.8$275.0 million. We expect to continue to incur net losses for the foreseeable future, and we expect our research and development expenses, general and administrative expenses and capital expenditures will continue to increase. In particular, we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as hire additional personnel, pay fees to outside consultants, lawyers and accountants, and incur other increased costs associated with being a public company. In addition, if and when we seek and obtain regulatory approval to commercialize any product candidate, we will also incur increased expenses in connection with commercialization and marketing of any such product. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical trials and our expenditures on other research and development activities.

In December 2020, we entered into a License, Development and Commercialization Agreement with Dermira (the “Dermira License Agreement”), pursuant to which we obtained an exclusive, worldwide license to develop and commercialize certain compounds, including EVO756 .EVO756.

As of MarchJune 31,30, 2026, we have paid a total of $11.0 million in upfront payments and development milestones under the Dermira License Agreement. No development milestones were achieved under the Dermira License Agreement during the threesix months ended MarchJune 31,30, 2026 and 2025. Milestones and royalties are contingent upon future events and will be recorded when the milestones are achieved and when payments are due.

In September 2023, we entered into a strategic collaboration with Maruho and granted Maruho an exclusive license to develop and commercialize EVO756 in Japan (the “Maruho Japan Agreement”). Under the Maruho Japan Agreement, we are eligible to receive up to $60.0 million in upfront and customary milestone payments and royalty payments on future sales of EVO756 in Japan. As of MarchJune 31,30, 2026, we have received a total of $18.0 million in upfront payments and development milestones under the Maruho Japan Agreement. No other development or sales milestones have been achieved as of MarchJune 31,30, 2026.

In March 2024, we entered into a second strategic collaboration with Maruho (the “Maruho Greater Asia Agreement”) and granted Maruho the exclusive license to develop and commercialize EVO756 in Greater China and certain other Asian countries. Under the Maruho Greater Asia Agreement, we are eligible to receive up to $61.5 million in upfront and customary milestone payments. As of MarchJune 31,30, 2026, we have received a total of $7.0 million in upfront payments under the Maruho Greater Asia Agreement. No other development or sales milestones have been achieved as of MarchJune 31,30, 2026.

In June 2024, we entered into a license agreement with AprilBio (the “AprilBio License Agreement”) under which AprilBio granted us an exclusive worldwide license to develop and commercialize EVO301. Under the AprilBio License Agreement, we paid an upfront payment of $15.0 million and may be required to pay milestone payments up to $460.0 million upon achievement of future milestones and royalties on future sales of EVO301. For the threesix months ended MarchJune 31,30, 2026 and 2025, we recorded $0.5 million and $1.5 million, respectively, as research and development expense upon achievement of development milestones under the AprilBio License Agreement. No other development or sales milestones have been achieved as of MarchJune 31,30, 2026.

Three monthsand Six Months ended MarchJune 31,30, 2026 and 2025

For the threesix months ended MarchJune 31,30, 2026, we did not recognize any revenue. For the threesix months ended MarchJune 31,30, 2025, we recognized $3.0 million in revenue through our license agreements. The decrease was due to non-recurring license revenue recognized under the Maruho Japan Agreement in 2025 of $3.0 million upon the satisfaction of the performance obligation.

Research and development expenses wereincreased $17.3 million and $14.4$9.7 million for the threesix months ended MarchJune 31,30, 20262026, andas compared to the six months ended June 30, 2025, respectively. The increase was primarily attributabledue to an increase in clinical trial expenses for EVO756 and preclinical research expenses for undisclosed discovery programs, which is classified as discovery research expense in the table above. This was partially offset by a decrease in clinical trial expenses for EVO301. Research and development expenses increased $6.8 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, primarily due to increase in clinical trial expenses for EVO756 and preclinical research expenses for undisclosed discovery programs.

General and administrative expenses wereincreased $6.6$5.1 million and $3.7$8.1 million for the three and six months ended MarchJune 31,30, 20262026, as compared to the three and six months ended June 30, 2025, respectively. The increase was primarily due to an increase in stock-based compensation expense related to RSU and SAR expense, and other general and administrative expenses incurred to support public company operations, including increased insurance coverage.

Other income, net wasdecreased $2.3$6.8 million and $0.5$5.0 million for the three and six months ended MarchJune 31,30, 20262026, as compared to the three and six months ended June 30, 2025, respectively. The increasedecrease was primarily due to a gain recognized in the prior year period upon the settlement of the convertible preferred stock forward of $8.9 million, offset by an increase in interest income of $1.7 million received from cash, cash equivalents, and investments.

Our operations to date have been financed primarily by aggregate net proceeds from the issuance of convertible preferred stock and common stock. As of MarchJune 31,30, 2026, we maintained $307.0$288.0 million in cash, cash equivalents and investments. In February 2026, we received net proceeds of $117.2 million from the issuance of 4,494,279 shares of common stock in a private placement at a price of $27.88 per share. We expect that our cash, cash equivalents, and investments as of MarchJune 31,30, 2026 will enable us to fund our operating expenses and capital expenditures requirements through 2028, based on our current business plan.

Cash used in operating activities of $27.5$47.8 million during the threesix months ended MarchJune 31,30, 2026 was attributable to our net loss of $21.7$53.9 million, and a net decrease of $8.8$1.3 million in our working capital, partially offset by non-cash items, including stock-based compensation, accretion of discount on investments and depreciation and amortization expense totaling $3.0$7.4 million.

Cash used in operating activities of $23.9$50.1 million during the threesix months ended MarchJune 31,30, 2025 was attributable to our net loss of $14.6$28.1 million, and a net decrease of $10.0$14.2 million in our working capital, and a non-cash gain of $8.9 million recognized upon settlement of preferred stock forward, partially offset by non-cash items, including stock-based compensation, accretion of discount on short-term investments and depreciation and amortization expense totaling $0.6$1.2 million.

Cash used in investing activities inof $54.1 million during the threesix months ended MarchJune 31,30, 2026 comprised purchases of investments of $108.8$126.4 million and property and equipment of $0.1$0.3 million, partially offset by maturities of investments of $23.5$72.6 million.

Cash provided by investing activities in the threesix months ended MarchJune 31,30, 2025 comprised maturities of investments of $13.5$31.5 million.

Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $117.1$117.6 million, which comprised net proceeds from the sale and issuance of common stock in our 2026 Private Placement of $117.2$117.1 million and proceeds from exercise of stock options of $0.7 million, partially offset by principal payments on finance leases of $0.1$0.2 million.

Cash used in financing activities for the threesix months ended MarchJune 31,30, 2025 was $0.2$64.2 million, which comprised net proceeds from the sale and issuance of our Series C Preferred Stock, in June 2025 of $65.2 million, partially offset by payments of deferred offering costs of $0.7 million and principal payments on finance leases and financing obligations of $0.2$0.3 million.

As of MarchJune 31,30, 2026, we did not have any commitments related to operating leases with non-cancelable terms of less than 12 months. In July 2025, we executed a sixty-three month lease agreement to lease approximately 32,016 square feet of office space in Palo Alto, California. The lease commenced in March 2026 and includes annual lease payments during each of the first three years of approximately $1.5 million, with increases of approximately 3% each year thereafter for the remainder of the lease. We enter into contracts in the normal course of business with third-party service providers for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. We may also enter into additional research, manufacturing, supplier and other agreements in the future, which may require up-front payments and even long-term commitments of cash.