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10-Q

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, 2026


☐	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: 001-42272

MBX Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-1882872
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11711 N. Meridian Street, Suite 300 Carmel, Indiana	46032
(Address of principal executive offices)	(Zip Code)

(317) 659-0200

Registrant’s telephone number, including area code

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 $0.0001 per share

     MBX

     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, 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 5, 2026, the registrant had 49,656,265 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets	3
	Condensed Statements of Operations and Comprehensive Loss	4
	Condensed Statements of Stockholders’ Equity (Deficit) and Convertible Preferred Stock	5
	Condensed Statements of Cash Flows	7
	Notes to Unaudited Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION	31

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains forward looking statements, including the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors". These sections contain express or implied forward-looking statements that are based on our management's belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other 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 these forward-looking statements. Forward-looking statements in this Quarterly Report include, but are not limited to, statements about:

•

the initiation, timing, progress and results of our current and future research and development programs, preclinical studies and clinical trials;

•

our ability to successfully complete our clinical trials;

•

our ability to finalize the design or formulation of any product candidate;

•

the ability of our platform to optimize pharmacokinetic and/or pharmacologic properties;

•

our ability to advance any product candidates that we may identify and successfully complete any clinical studies, including the manufacture of any such product candidates;

•

our ability to quickly leverage programs within our initial target indications and to progress additional programs to further develop our pipeline;

•

our ability to internalize certain of our discovery capabilities;

•

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

•

estimates of the number of patients with certain diseases and conditions we intend to treat and the number of patients that we will enroll in our clinical trials;

•

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

•

the timing of our investigational new drug applications submissions;

•

the timing of announcement of interim and final results from clinical trials;

•

our projected operating expenses and capital expenditure requirements;

•

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

•

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

•

developments related to our competitors and our industry;

•

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

•

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 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 technology and platform;

•

regulatory or other geopolitical developments in the United States and foreign countries and their potential impacts, if any, on us;

•

our commercialization, marketing and manufacturing capabilities;

•

our expectations regarding the period during which we will qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 or a smaller reporting company;

•

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

•

our anticipated use of our existing cash, cash equivalents and marketable securities, including the proceeds from our public offerings, our financial performance, estimates of our expenses, capital requirements, and need for additional financing.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled “Risk Factors” and elsewhere in this Quarterly Report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed with the SEC as exhibits to this Quarterly Report and previous filings, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this Quarterly Report represent our views as of the date of this Quarterly Report. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report.

This Quarterly Report also contains estimates, projections and other information concerning our industry, our business and the markets for our product candidates. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from our own internal estimates and research as well as from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. While we are not aware of any misstatements regarding any third-party information presented in this Quarterly Report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors” and elsewhere in this Quarterly Report.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MBX BIOSCIENCES, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30,			December 31,
	2026			2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	161,691		$	75,289
Marketable securities		319,903			298,416
Prepaid expenses and other current assets		11,168			7,834
Total current assets		492,762			381,539
Property and equipment, net		4,999			2,735
Right-of-use assets		2,610			487
Other assets		247			383
Total assets	$	500,618		$	385,144
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6,805		$	2,977
Accrued expenses		17,575			12,346
Operating lease liabilities, current		787			172
Total current liabilities		25,167			15,495
Share repurchase liability		—			2
Operating lease liabilities, net of current		2,504			424
Total liabilities		27,671			15,921
Commitments and contingencies (Note 9)
Stockholders’ equity
Undesignated preferred stock, $0.0001 par value, 10,000,000 shares authorized and zero issued and outstanding as of September 30, 2026 and December 31, 2025		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized and 49,640,833 issued and outstanding as of September 30, 2026 and 500,000,000 shares authorized and 44,927,953 issued and outstanding as of December 31, 2025		6			6
Additional paid-in-capital		822,408			593,407
Accumulated deficit		(347,509	)		(224,476	)
Accumulated other comprehensive (loss) income		(1,958	)		286
Total stockholders’ equity		472,947			369,223
Total liabilities and stockholders’ equity	$	500,618		$	385,144

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

MBX BIOSCIENCES, INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited - in thousands, except share and per share amounts)


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Operating expenses
Research and development	$	32,048		$	19,270		$	81,507		$	59,400
General and administrative		34,295			4,656			53,032			12,860
Total operating expenses		66,343			23,926			134,539			72,260
Loss from operations		(66,343	)		(23,926	)		(134,539	)		(72,260	)
Interest and other income, net		3,922			2,308			11,506			7,351
Net loss	$	(62,421	)	$	(21,618	)	$	(123,033	)	$	(64,909	)
Unrealized (loss) gain on marketable securities		(736	)		143			(2,244	)		99
Total other comprehensive (loss) gain		(736	)		143			(2,244	)		99
Total comprehensive loss	$	(63,157	)	$	(21,475	)	$	(125,277	)	$	(64,810	)
Net loss attributable to common stockholders	$	(62,421	)	$	(21,618	)	$	(123,033	)	$	(64,909	)
Net loss per common share, basic and diluted	$	(1.29	)	$	(0.63	)	$	(2.58	)	$	(1.93	)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic and diluted		48,559,266			34,198,597			47,617,875			33,688,669

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

MBX BIOSCIENCES, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) AND CONVERTIBLE PREFERRED STOCK

(Unaudited - in thousands, except share amounts)


	Common Stock				Additional					Accumulated Other			Total
	Outstanding Shares		Amount		Paid-in Capital		Accumulated Deficit			Comprehensive Income (Loss)			Stockholders’ Equity
Balance at January 1, 2026		44,927,953	$	6	$	593,407	$	(224,476	)	$	286		$	369,223
Issuance of common stock from at-the-market offering, net of issuance costs		2,250,986		—	$	85,016		—			—			85,016
Issuance of common stock upon exercise of stock options		387,775		—		2,442		—			—			2,442
Issuance of common stock upon vesting of restricted stock units		3,750		—		—		—			—			—
Stock-based compensation expense		—		—		5,484		—			—			5,484
Net loss		—		—		—		(23,517	)		—			(23,517	)
Other comprehensive loss		—		—		—		—			(892	)		(892	)
Balance at March 31, 2026		47,570,464		6		686,349		(247,993	)		(606	)		437,756
Issuance of common stock upon exercise of stock options		359,086		—		3,176		—			—			3,176
Issuance of common stock upon vesting of restricted stock units		10,032		—		—		—			—			—
Issuance of common stock upon purchases related to ESPP		10,222		—		254		—			—			254
Stock-based compensation expense		—		—		6,064		—			—			6,064
Net loss		—		—		—		(37,095	)		—			(37,095	)
Other comprehensive loss		—		—		—		—			(616	)		(616	)
Balance at June 30, 2026		47,949,804		6		695,843		(285,088	)		(1,222	)		409,539
Issuance of common stock from at-the-market offering, net of issuance costs		1,549,835		—		97,594		—			—			97,594
Issuance of common stock upon exercise of stock options		122,361		—		1,425		—			—			1,425
Issuance of common stock upon vesting of restricted stock units		18,833		—		—		—			—			—
Stock-based compensation expense		—		—		27,546		—			—			27,546
Net loss		—		—		—		(62,421	)		—			(62,421	)
Other comprehensive loss		—		—		—		—			(736	)		(736	)
Balance at September 30, 2026		49,640,833	$	6	$	822,408	$	(347,509	)	$	(1,958	)	$	472,947


	Common Stock					Additional					Accumulated Other			Total
	Outstanding Shares			Amount		Paid-in Capital		Accumulated Deficit			Comprehensive Income (Loss)			Stockholders’ Deficit
Balance at January 1, 2025		33,421,525		$	5	$	394,887	$	(137,505	)	$	55		$	257,442
Issuance of common stock upon exercise of stock options		3,019			—		4		—			—			4
Repurchase of restricted stock due to early exercised unvested stock options		(173	)		—		19		—			—			19
Stock-based compensation expense		—			—		1,839		—			—			1,839
Net loss		—			—		—		(23,880	)		—			(23,880	)
Other comprehensive loss		—			—		—		—			(2	)		(2	)
Balance at March 31, 2025		33,424,371			5		396,749		(161,385	)		53			235,422
Issuance of common stock upon exercise of stock options		167,855			—		1,333		—			—			1,333
Stock-based compensation expense		—			—		1,937		—			—			1,937
Net loss		—			—		—		(19,411	)		—			(19,411	)
Other comprehensive loss		—			—		—		—			(42	)		(42	)
Balance at June 30, 2025		33,592,226			5		400,019		(180,796	)		11			219,239
Issuance of common stock from public offering, net of issuance costs		11,108,055			1		187,389		—			—			187,390
Issuance of common stock upon exercise of stock options		15,217			—		139		—			—			139
Stock-based compensation expense		—			—		2,245		—			—			2,245
Net loss		—			—		—		(21,618	)		—			(21,618	)
Other comprehensive income		—			—		—		—			143			143
Balance at September 30, 2025		44,715,498		$	6	$	589,792	$	(202,414	)	$	154		$	387,538

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

MBX BIOSCIENCES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited - in thousands)


	Nine months ended September 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(123,033	)	$	(64,909	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		39,094			6,021
Non cash operating lease expense		303			101
Accretion and amortization of marketable securities, net		(1,207	)		(3,056	)
Depreciation expense		283			188
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(2,569	)		(692	)
Accounts payable		3,910			(1,595	)
Accrued expenses		5,242			2,343
Operating lease right-of-use assets		(2,426	)		(501	)
Operating lease liabilities		2,696			452
Net cash used in operating activities		(77,707	)		(61,648	)
Cash flows from investing activities:
Purchases of property and equipment		(2,529	)		(1,136	)
Purchases of marketable securities		(237,775	)		(152,718	)
Maturities of marketable securities		215,250			191,622
Call redemptions of marketable securities		—			8,500
Net cash (used in) provided by investing activities		(25,054	)		46,268
Cash flows from financing activities:
Proceeds from at-the-market offering, net of underwriting discounts and commissions		182,607			—
Proceeds from public offering, net of underwriting discounts and commissions		—			187,948
Proceeds from exercise of common stock options		7,043			1,460
Proceeds from ESPP purchases		254			—
Payments related to offering costs		(536	)		(254	)
Net cash provided by financing activities		189,368			189,154
Net increase in cash and cash equivalents		86,607			173,774
Cash, cash equivalents and restricted cash, beginning of period		75,289			49,351
Cash, cash equivalents and restricted cash, end of period	$	161,896		$	223,125
Supplemental disclosure of non-cash investing and financing activities:
Vesting of early exercised stock options	$	1		$	34
Property and equipment in accounts payable and accrued expenses		15			5
Tenant allowance leasehold improvement included in operating lease right-of-use asset		341			—
Deferred public offering costs included in accounts payable and accrued expenses		—			304
Proceeds from at-the-market offering included in other current assets		765			—

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

MBX BIOSCIENCES, INC.

NOTES TO Unaudited Condensed FINANCIAL STATEMENTS

NATURE OF BUSINESS AND Liquidity

MBX Biosciences, Inc. (“MBX” or the “Company”) is a clinical-stage biopharmaceutical company focused on the discovery and development of novel precision peptide therapies for the treatment of endocrine and metabolic disorders. The Company is advancing a pipeline of novel candidates for endocrine and metabolic disorders. The Company was organized in August 2018 in Indiana as a Limited Liability Company and converted to a C corporation in the state of Delaware in April 2019. The Company maintains its corporate offices in Carmel, Indiana, as well as lab and supplemental office space in Burlington, Massachusetts.

Since inception, the Company has devoted substantially all of its resources to drug discovery and development of its product candidates canvuparatide (MBX 2109), imapextide (MBX 1416), MBX 4291, and other preclinical programs, building an intellectual property portfolio, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company has historically funded its operations primarily through the issuance and sale of our common stock, including through our initial public offering (the "IPO"), convertible preferred stock and convertible notes, which generated approximately $401.8 million in aggregate gross proceeds. In September 2025, the Company also completed an underwritten public offering (the "September 2025 Offering") of 11,108,055 shares of its common stock, which generated approximately $199.9 million in aggregate gross proceeds. In February 2026, the Company sold 2,250,986 shares of its common stock under its Open Market Sale AgreementSM with Jefferies, LLC (the "February 2026 ATM Offering"), which generated approximately $87.1 million in aggregate gross proceeds, resulting in $688.8 million in cumulative, aggregate gross proceeds from those sales of common stock. In March 2026, the Company filed an automatic shelf registration statement with the Securities and Exchange Commission (File No. 333-294237) and increased the amount available under the Open Market Sale AgreementSM with Jefferies, LLC (the "March 2026 Sales Agreement"), under which the Company may now, from time to time in one or more offerings, sell and issue shares of its common stock having an aggregate price of up to $250.0 million. In the three and nine months ended September 30, 2026, the Company sold a total of 1,549,835 shares of its common stock under the March 2026 Sales Agreement, which generated approximately $100.0 million in aggregate gross proceeds, resulting in $788.8 million in cumulative, aggregate gross proceeds from those sales of common stock. As of September 30, 2026, $150.0 million remained available for the sale and issuance of common shares in aggregate price under the March 2026 Sales Agreement.

Liquidity

From inception and through September 30, 2026, the Company has devoted substantially all of its efforts to drug discovery and development. The Company has a limited operating history, has incurred operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. The Company incurred net losses of $123.0 million and $87.0 million for the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively. As of September 30, 2026, the Company has an accumulated deficit of $347.5 million and cash, cash equivalents and marketable securities of $481.6 million. Based on the Company’s current operating plan, management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund the Company’s obligations for at least 12 months from the date of issuance of these condensed financial statements.

Basis of presentation

The accompanying unaudited condensed financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP for complete financial statements. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2025 included in the Company's Annual Report on Form 10-K as filed with the SEC on March 12, 2026 ("2025 Annual Report").

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 Financial Statements" in the audited financial statements for the year ended December 31, 2025 and notes thereto, included in the 2025 Annual Report, except as noted below.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2026 and December 31, 2025, cash and cash equivalents consisted primarily of checking and savings deposits, money market fund holdings, and commercial paper. The Company maintains certain cash balances that are legally or contractually restricted as to withdrawal or use. These balances are classified as restricted cash and are included in prepaid expenses and other current assets or other assets in the accompanying balance sheets, depending on the nature and timing of the restrictions. The Company's restricted cash relates to amounts held under a letter of credit in connection with a lease agreement. As of September 30, 2026, $0.2 million of restricted cash is included in other assets in the accompanying September 30, 2026 balance sheet. The Company did not have any restricted cash balances at December 31, 2025.

For purposes of the condensed statements of cash flows, cash, cash equivalents and restricted cash are included in the beginning of period and end of period total cash, cash equivalents and restricted cash balances.

Deferred offering costs

The Company capitalizes as deferred offering costs all direct and incremental legal, professional, accounting and other third-party fees incurred in connection with the March 2026 Sales Agreement, the February 2026 ATM Offering and the September 2025 Offering. The deferred offering costs related to the March 2026 Sales Agreement, February 2026 ATM Offering, the September 2025 Offering were each offset against the respective proceeds upon the consummation of the applicable offerings. As of September 30, 2026, no deferred offering costs remained in the accompanying September 30, 2026 balance sheet. As of December 31, 2025, the Company had $0.3 million of deferred offering costs included in other assets, of which $0.1 million were included in accounts payable and accrued expenses, in the accompanying balance sheets.

Recently issued accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard-setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the accompanying financial statements and disclosures.

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, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of our income statements. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact ASU 2024-03 will have on its financial statements, including the footnote disclosures.

FAIR VALUE Measurements

The following table presents information about the Company’s financial instruments as of September 30, 2026 and December 31, 2025, that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value (in thousands):


	September 30, 2026
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	146,250	$	146,250	$	—	$	—
Marketable securities (cash equivalents)		994		994		—		—
Marketable securities		319,903		318,654		1,249		—
Total financial assets measured at fair value	$	467,147	$	465,898	$	1,249	$	—


	December 31, 2025
	Total		Level 1		Level 2		Level 3
Financial assets:
Money market funds (cash equivalents)	$	61,646	$	61,646	$	—	$	—
Marketable securities (cash equivalents)		12,466		12,466		—		—
Marketable securities		298,416		287,443		10,973		—
Total financial assets measured at fair value	$	372,528	$	361,555	$	10,973	$	—

Marketable Securities

The fair value of the Company’s marketable securities as of September 30, 2026 and December 31, 2025 is based on Level 1 and Level 2 inputs. The Company’s investments consist mainly of U.S. government and agency securities. Fair value is determined by taking into consideration valuations obtained from third-party pricing services. The third-party pricing services utilize industry standard valuation models, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities; and other observable inputs. There were no transfers between levels within the fair value hierarchy during each of the nine months ended September 30, 2026 and 2025. The Company has assessed U.S. government treasuries as Level 1 and all other marketable securities as Level 2 within the fair value hierarchy of ASC 820. The Company classifies its entire investment portfolio as available-for-sale as defined in ASC 320, Debt Securities, and views all investments as available for use in its current operations. The Company has therefore classified all securities as current, even if it does not necessarily intend to dispose of the securities in the following year. Securities are carried at fair value with the unrealized (losses) gains reported in other comprehensive (loss) income.

As of September 30, 2026 and December 31, 2025, none of the Company’s investments were determined to be other than temporarily impaired.

The following table summarizes the Company’s investments (in thousands):


		September 30, 2026
	Balance Sheet Classification	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Government and agency securities	Cash equivalents	$	994	$	—	$	—		$	994
Government and agency securities	Marketable securities		321,861		1		(1,959	)		319,903
Total		$	322,855	$	1	$	(1,959	)	$	320,897


		December 31, 2025
	Balance Sheet Classification	Amortized Cost		Unrealized Gain		Unrealized (Loss)			Estimated Fair Value
Government and agency securities	Marketable securities		298,131		286		(1	)		298,416
Total		$	298,131	$	286	$	(1	)	$	298,416

The fair values of available-for-sale debt securities as of September 30, 2026, by contractual maturity, are summarized as follows (in thousands):


	September 30, 2026
Due in one year or less	$	220,825
Due after one year		100,072
Total	$	320,897

PREPAID EXPENSES and Other Current assets

Prepaid and other current assets consisted of the following (in thousands):


	September 30,		December 31,
	2026		2025
Prepaid research and development expenses	$	5,453	$	4,853
Interest receivable		3,231		2,120
Other current assets		2,484		861
Total prepaid and other current assets	$	11,168	$	7,834

PROPERTY AND EQUIPMENT, NET

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


	September 30,			December 31,
	2026			2025
Furniture and fixtures	$	567		$	303
Computer equipment and software		81			81
Equipment		2,577			885
Leasehold improvements		762			520
Construction in progress		1,964			1,616
Total property and equipment		5,951			3,405
Less accumulated depreciation		(952	)		(670	)
Property and equipment, net	$	4,999		$	2,735

Depreciation expense was $0.1 million for each of the three months ended September 30, 2026 and 2025. Depreciation expense was $0.3 million and $0.2 million for the nine months ended September 30, 2026 and 2025, respectively.

ACCRUED Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2026		2025
Compensation and benefits	$	5,584	$	4,321
Research and development expenses		11,432		7,404
Other		559		621
Total accrued expenses	$	17,575	$	12,346

Other Assets

Other assets consisted of the following (in thousands):


	September 30,		December 31,
	2026		2025
Security deposits		42		42
Deferred offering costs		—		341
Restricted cash		205		—
Total other assets	$	247	$	383

Restricted cash consists of amounts under a letter of credit related to a lease agreement the Company entered into with 5 Burlington Woods, LLC to lease new office and laboratory space in Burlington, Massachusetts in February 2026. This amount has been included in the ending balance of cash, cash equivalents and restricted cash in the accompanying condensed statements of cash flows.

Commitments and contingencies

Leases

In April 2022, the Company entered into an operating lease agreement for a principal executive office in Carmel, Indiana (the “Carmel Lease”). The Carmel Lease commenced in October 2022 and had an initial term of 39 months, a termination date of December 31, 2025, and an option to extend for 36 additional months at the Company’s discretion. The option to extend was not considered reasonably certain as of the lease inception. On May 9, 2025, the Company entered into the first amendment of the Carmel Lease (the "First Amendment"). Pursuant to the terms of the First Amendment, the leased premises were expanded, and the lease term was extended through December 31, 2028 with an option to extend for 36 additional months at the Company’s discretion. The option to extend was not considered reasonably certain as of the date of the First Amendment.

The Company entered into a new lease for laboratory space in August 2024, commencing in December 2024, and terminating in December 2025. In October 2025, the Company entered into a new operating lease agreement for laboratory space in Indianapolis, Indiana, commencing in December 2025 and terminating in November 2026. All laboratory leases are short-term leases with no corresponding lease liability or right-of-use asset recorded, and lease payments are recognized as expense on a straight-line basis over the lease terms.

In February 2026, the Company entered into an operating lease agreement with 5 Burlington Woods, LLC to lease new office and laboratory space in Burlington, Massachusetts ("Burlington Lease"). The lease commenced effective April 14, 2026, with the rent commencing five months from the lease commencement date, which will be September 14, 2026 ("rent commencement date"). The lease term is four years from the rent commencement date, with a one-time option to extend the lease term for a period of three years. The option to extend was not considered reasonably certain as of the lease inception. The aggregate base rent over the four-year lease term is approximately $3.4 million.

The Company has no other operating or finance leases as of September 30, 2026 or December 31, 2025.

Pursuant to ASC 842, the Company evaluated the new terms of the First Amendment of the Carmel Lease and determined the First Amendment should be treated as a lease modification of the existing Carmel Lease. In accordance with the accounting guidance, the Company remeasured the lease liability as of May 9, 2025, the First Amendment commencement date, to reflect the changes in the lease payments and the change in the lease term. This resulted in an increase of $0.6 million to the Company's lease liability and a corresponding increase to its right-of-use asset as shown on its balance sheet as of December 31, 2025.

Pursuant to ASC 842, the Company evaluated the Burlington Lease Agreement and recorded a $2.8 million lease liability and $2.4 million right-of-use asset on its balance sheet in the second quarter of 2026, of which both remain on the Company's balance sheet as of September 30, 2026.

The aggregate future minimum rent payments relating to the Carmel Lease and Burlington Lease under the terms and conditions existing as of September 30, 2026, are summarized as follows (in thousands):


(in thousands)	Amount
2026	$	262
2027		1,061
2028		1,092
2029		877
2030		596
Total lease payments		3,888
Less: imputed interest		(597	)
Present value of lease liabilities	$	3,291

The Company incurred $0.2 million and $0.1 million of rent expense for the three months ended September 30, 2026 and 2025, respectively. The Company incurred $0.5 million and $0.2 million of rent expense for the nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes the operating lease terms and discount rates for the Carmel Lease and the Burlington Lease as of September 30, 2026 and December 31, 2025:


	September 30,			December 31,
	2026			2025
Weighted-average remaining lease term (years)		3.7			3.0
Weighted-average discount rate		9.1	%		11.0	%

Cash paid for amounts included in the measurement of the Company’s operating lease liability was $0.1 million and $0.2 million for the three and nine months ended September 30, 2026, respectively. Cash paid for amounts included in the measurement of the Company’s operating lease liability was less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2025, respectively.

The following table sets forth the amount of right-of-use assets and lease liabilities included on the Company’s balance sheet as of September 30, 2026 and December 31, 2025 (in thousands):


	September 30,		December 31,
	2026		2025
Right-of use assets	$	2,610	$	487
Operating lease liabilities, current		787		172
Operating lease liabilities, net of current		2,504		424

License agreement

In January 2024, the Company entered into an amendment (the "Amendment") for the Exclusive License Agreement with Indiana University Research and Technology Corporation (“IURTC”) (the “License Agreement”), to license certain intellectual property arising under the Master Research Agreement with The Trustees of Indiana University (the "Research Agreement"). The Amendment specifies IURTC is entitled to the receipt of additional clinical and regulatory milestones, as defined in the Amendment, up to an aggregate of $9.0 million. Following the execution of the Amendment, future remaining clinical and regulatory milestone payments in the License Agreement and all amendments totaled up to $9.3 million. In the year ended December 31, 2025, the Company paid a $1.0 million milestone payment to IURTC related to the initiation of the Phase 1 clinical trial MBX 4291. In March 2026, the Company triggered a $0.1 million milestone payment to IURTC following the completion of the end of Phase 2 meeting with the FDA related to the Phase 2 clinical trial of canvuparatide, which was paid in April 2026. This constituted the total license fees paid during the three and nine months ended September 30, 2026. In consideration for the license, the Company paid no license fees to IURTC during the three and nine months ended September 30, 2025.

Legal proceedings

The Company is not currently a party to any material legal proceedings. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings.

10.

Convertible preferred stock

Prior to its IPO, the Company issued Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock.

On August 30, 2024, the Company's board of directors and stockholders approved the fourth amended and restated certificate of incorporation, which was effective immediately prior to the closing of the Company's IPO on September 16, 2024, and which, among other things, authorized 10,000,000 undesignated shares of preferred stock, $0.0001 par value per share.

The Company had no shares of convertible preferred stock outstanding at September 30, 2026 or December 31, 2025.

11.

Common stock

On August 30, 2024, the Company’s stockholders approved the fourth amended and restated certificate of incorporation, which was filed upon the closing of the IPO on September 16, 2024 and which, among other things, increased the number of shares of common stock authorized for issuance to 500,000,000 shares of common stock, $0.0001 par value.

On September 16, 2024, the Company completed the IPO of its common stock and issued and sold 11,730,000 shares of its common stock at a price of $16.00 per share. As a result, the Company received $170.5 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $17.2 million.

On September 26, 2025, the Company completed the September 2025 Offering and issued and sold 11,108,055 shares of its common stock at a price of $18.00 per share. As a result, the Company received $187.4 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $12.5 million.

On February 4, 2026, the Company completed the February 2026 ATM Offering and issued and sold 2,250,986 shares of its common stock at a weighted average price of $38.76 per share. As a result, the Company received $85.0 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $2.1 million.

In the three and nine months ended September 30, 2026, the Company issued and sold 1,549,835 shares of its common stock under the March 2026 Sales Agreement at a weighted average price of $64.52 per share. As a result, the Company received $97.6 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $2.4 million.

As of September 30, 2026 and December 31, 2025, there were 49,640,833 and 44,927,953 shares of common stock issued and outstanding, respectively. As of September 30, 2026, there were no shares of restricted stock related to the unvested portion of early exercised common stock options included in shares of common stock issued and outstanding. Shares of common stock issued and outstanding as of December 31, 2025 included 694 shares of restricted stock related to the unvested portion of early exercised common stock options. These were included in shares of common stock as they were considered to be legally outstanding as of December 31, 2025. These shares were subject to the Company’s option to repurchase and were not transferable until such time as they are fully vested.

Common stock reserved

The number of shares of common stock that have been reserved for future issuance in connection with outstanding stock options and restricted stock units ("RSUs") granted under the Company's 2019 Stock Option and Grant Plan (the "2019 Plan"), the 2024 Stock Option and Incentive Plan (the "2024 Plan"), the 2026 Inducement Plan (the "2026 Plan"), and shares reserved for issuance under the 2024 Plan and 2026 Plan and shares reserved for issuance under the 2024 ESPP as of September 30, 2026 and December 31, 2025, are as follows:


	September 30,		December 31,
	2026		2025
Outstanding common stock options		5,011,184		4,558,399
Outstanding restricted stock units		234,856		—
Shares reserved for issuance under equity incentive plans		4,376,916		2,819,997
Shares reserved for issuance under 2024 ESPP		1,062,708		623,651
Total		10,685,664		8,002,047

12.

Stock-Based Compensation

2019 Stock Option and Grant Plan

The Company’s 2019 Plan, as amended, provides for the Company to sell or issue common stock or restricted common stock or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Board, and consultants of the Company. The 2019 Plan is administered by the Board or at the discretion of the Board by a committee of the Board. The exercise prices, vesting periods, and other restrictions are determined at the discretion of the Board or a committee of the Board, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the contractual term of stock option may not be greater than 10 years. Stock options granted to date typically vest and become exercisable over four years from the date of grant.

As of the date the 2024 Plan became effective, there will be no further awards granted under the 2019 Plan, but all outstanding awards under the 2019 Plan will continue to be governed by their existing terms. 1,740,748 stock options to purchase common stock were outstanding under the 2019 Plan as of September 30, 2026.

2024 Stock Option and Incentive Plan

In August 2024, the Company's board of directors adopted, and its stockholders approved, the 2024 Plan, which became effective in September 2024. The 2024 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The 2024 Plan provides for the grant of incentive stock options, stock options, stock appreciation rights, restricted shares of common stock, RSUs, dividend equivalent rights and cash bonuses. The number of shares initially reserved for issuance under the 2024 Plan was 3,065,000 shares. In addition, the number of shares reserved and available for

issuance under the 2024 Plan will automatically increase on January 1, 2025 and each January 1 thereafter, by five percent (5%) of the sum of the outstanding number of shares of common stock and the numbers of shares of common stock issuable pursuant to the exercise of any outstanding warrants to acquire common stock for a nominal exercise price on the immediately preceding December 31 or such lesser number of shares as determined by the compensation committee. The number of shares reserved under the 2024 Plan is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of September 30, 2026, 2,891,186 stock options to purchase common stock and 215,731 RSUs were outstanding under the 2024 Plan, and 3,875,291 shares remained available for future grant under the 2024 Plan. The shares available for issuance under the 2024 Plan may be authorized but unissued shares or shares reacquired by the Company.

The shares of common stock underlying any awards under the 2024 Plan and the 2019 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2024 Plan.

2024 Employee Stock Purchase Plan

In August 2024, the Company's board of directors adopted, and its stockholders approved, the 2024 ESPP, which became effective in September 2024. A total of 289,436 shares of common stock were initially reserved for issuance under the 2024 ESPP. The 2024 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2025 and each January 1 thereafter, by the least of (i) 578,872 shares of common stock, (ii) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2024 ESPP. The number of shares reserved under the 2024 ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. During the three and nine months ended September 30, 2026, the Company recognized $0.1 million and $0.3 million, respectively, of expense related to the 2024 ESPP. As of September 30, 2026, 1,062,708 shares remained available for issuance under the 2024 ESPP. No shares were issued under the 2024 ESPP during the three months ended September 30, 2026. 10,222 shares were issued under the 2024 ESPP during the nine months ended September 30, 2026. No shares were issued under the 2024 ESPP during the three and nine months ended September 30, 2025.

2026 Inducement Plan

In March 2026, the Company's board of directors adopted and approved the 2026 Plan. The 2026 Plan allows the Company to make equity-based and cash-based incentive awards to its officers, employees, directors and consultants. The 2026 Plan provides for the grant of nonqualified stock options, stock options, stock appreciation rights, restricted shares of common stock, RSUs, dividend equivalent rights and cash bonuses. The number of shares initially reserved for issuance under the 2026 Plan is 130,000 shares. Also, in March 2026, the Company's board of directors approved an increase to the shares reserved under the 2026 Plan to 900,000. The number of shares reserved under the 2026 Plan is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. As of September 30, 2026, 501,625 shares remained available for issuance under the 2026 Plan. 379,250 stock options to purchase common stock and 19,125 RSUs were outstanding under the 2026 Plan as of September 30, 2026.

Stock option valuation

The determination of the grant date fair value of stock-based awards granted to employees, directors and nonemployees during the nine months ended September 30, 2026 and 2025, was estimated using the Black-Scholes option-pricing model and was calculated based on the following assumptions.


	Nine months ended September 30,
	2026	2025
Fair value of common stock	$29.78 - $68.57	$6.00 - $18.25
Dividend yield	—%	—%
Volatility	104.3% - 117.8%	93.7% - 97.5%
Risk-free interest rate	3.71% - 4.60%	3.88% - 4.42%
Expected term (years)	0.91 - 6.08	5.50 - 6.08

In the three and nine months ended September 30, 2026, the Company recorded approximately $20.2 million of stock-based compensation expense related to the modification of stock option awards for its former chief executive officer, for which fair value assumptions are included the above table.

Summary of option activity

The Company’s stock option activity regarding employees, directors, and nonemployees for the nine months ended September 30, 2026, is summarized as follows (in thousands except share and per share amounts):


	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)		Aggregate intrinsic value
Options outstanding - December 31, 2025		4,558,399		$	10.46		8.33	$	97,751
Granted		1,907,651			44.66
Exercised		(869,222	)		8.10
Forfeited		(585,593	)		21.91
Expired		(51	)		39.07
Options outstanding - September 30, 2026		5,011,184		$	22.34		6.69	$	184,876
Options vested and expected to vest - September 30, 2026		5,011,184		$	22.34		6.69	$	184,876
Options exercisable - September 30, 2026		2,454,250		$	11.23		4.15	$	116,299

Additional information with regard to stock option activity involving employees and directors for the nine months ended September 30, 2026 and 2025, is as follows (in thousands except per share amounts):


	September 30,
	2026		2025
Weighted-average grant date fair value per option of total options granted	$	37.52	$	8.15
Aggregate intrinsic value of stock options exercised		28,980		636

As of September 30, 2026, total unrecognized compensation cost related to the unvested stock option awards to employees, directors, and nonemployees is $64.8 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Summary of restricted stock unit activity

The fair values of RSUs are based on the fair market value of the Company's common stock on the date of grant. Each RSU represents a contingent right to receive one share of the Company's common stock upon vesting. In general, RSUs vest in equal quarterly installments over four years from the grant date. The following table summarizes the Company's RSU activity for the nine months ended September 30, 2026 (in thousands except share and per share amounts):


	Shares			Weighted- Average Grant Date Value per Share
RSUs outstanding - December 31, 2025		—		$	—
Granted		317,758			48.07
Vested		(32,615	)		38.80
Forfeited		(50,287	)		39.07
RSUs outstanding - September 30, 2026		234,856		$	51.28

In the three and nine months ended September 30, 2026, the Company recorded approximately $0.6 million of stock-based compensation expense related to the modification of RSU awards for its former chief executive officer.

As of September 30, 2026, total unrecognized stock compensation expense related to the unvested RSUs to employees is $12.0 million, which is expected to be recognized over a weighted average period of 3.4 years.

Stock-based compensation

During the three and nine months ended September 30, 2026 and 2025, the Company recorded stock-based compensation expense, including a total of $20.8 million of stock-based compensation expense related to the modification of awards for its former chief executive officer in the 2026 period, regarding its employees, directors, and nonemployees as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025
Research and development expense	$	2,059	$	923	$	5,853	$	2,527
General and administrative expense		25,487		1,322		33,241		3,494
Total	$	27,546	$	2,245	$	39,094	$	6,021

13.

defined contribution plan

The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. In the year ended December 31, 2025, the Company began contributing to the plan on behalf of its employees and made contributions of $0.2 million and $0.4 million to the plan in the three and nine months ended September 30, 2026, respectively. In the three and nine months ended September 30, 2025, the Company made contributions of $0.1 million and $0.2 million, respectively, to the plan.

14.

Net loss per share attributable to common stockholders

Net loss per share

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands except share and per share amounts).


	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Net loss and net loss attributable to common stockholders	$	(62,421	)	$	(21,618	)	$	(123,033	)	$	(64,909	)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.29	)	$	(0.63	)	$	(2.58	)	$	(1.93	)
Weighted average number of common shares outstanding used in computation of net loss per common share, basic and diluted		48,559,266			34,198,597			47,617,875			33,688,669

The Company’s potential dilutive securities, which include restricted stock related to early exercise of common stock options, restricted stock related to unvested founder shares and outstanding common stock options, have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The potential dilutive securities included in the table below, presented on an as converted basis, were excluded from the calculation of net loss per share due to their anti-dilutive effect:


	September 30,
	2026		2025
Outstanding common stock options		5,011,184		4,597,701
Outstanding restricted stock units		234,856		—
Restricted stock related to early exercise of options to purchase common stock		—		2,514
Total		5,246,040		4,600,215

15.

Related Party transactions

In May 2026, the Company entered into a consulting agreement with Steven Hoerter, the executive chair of the Company's board of directors, to provide additional strategic advisory services to the Company. Mr. Hoerter was no longer considered an independent director of the board per Nasdaq Listing Rules as of the effective date of the consulting agreement. In connection with the consulting agreement, Mr. Hoerter was awarded a grant of 74,249 nonqualified stock options and a grant of 11,938 restricted stock units. In July 2026, the Board appointed Mr. Hoerter to serve as the Company's President and Chief Executive Officer ("CEO") and principal executive officer of the Company. The consulting agreement with Mr. Hoerter was terminated effective as of his appointment as President and CEO.

16. SEGMENT INFORMATION

The Company operates as a single reportable segment engaged in the discovery and development of novel precision peptide therapies for the treatment of endocrine and metabolic disorders. The Company's determination that it operates as a single segment is consistent with the nature of its operations and the financial information regularly reviewed by the chief executive officer, in his capacity as the chief operating decision maker (CODM), for the purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. The Company's purpose is to help people with endocrine and metabolic disorders live fuller and healthier lives. The Company's long-term success is significantly dependent on its ability to research and develop innovative medicines. The CODM uses net loss to assess performance of the Company, ensuring that it is investing in the research and development of product candidates. The CODM allocates research and development resources based upon several factors, including the likelihood of technical success, unmet medical needs, and the viability of commercial success. A significant component of the CODM’s decision-making process is to ensure a balanced investment in the research and development portfolio to drive near-term success and long-term sustainability.

The following table summarizes our significant segment expenses and segment net loss for the three and nine months ended September 30, 2026 and 2025 (in thousands):


	For the three months ended September 30,				For the nine months ended September 30,
	2026		2025		2026		2025
Expenses:
Canvuparatide direct program expense	$	13,608	$	10,130	$	35,657	$	27,390
MBX 4291 direct program expense		6,544		2,669		15,553		10,991
Imapextide direct program expense		510		618		2,457		3,411
Preclinical and other research and development direct expense		3,388		1,466		6,262		4,316
Research and development overhead expense		7,998		4,387		21,578		13,292
Other segment items (1)		30,373		2,348		41,526		5,509
Net loss	$	62,421	$	21,618	$	123,033	$	64,909

(1) Other segment items are primarily comprised of general and administrative expenses and interest and other income.

17. SUBSEQUENT EVENTS

[TBD]

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (this "Quarterly Report") and with our audited financial statements and the related notes for the year ended December 31, 2025 and the related Management's Discussion and Analysis of Financial Condition and Results of Operation, both of which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2026 (our "2025 Annual Report"). This discussion and other parts of this Quarterly Report contain forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section of this Quarterly Report. You should carefully read the "Risk Factors" section of this Quarterly Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see "Special Note Regarding Forward-Looking Statements". Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

We are a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel precision peptide therapies for the treatment of endocrine and metabolic disorders. Our company was founded by global leaders with a transformative approach to peptide drug design and development. Leveraging this expertise, we designed our proprietary Precision Endocrine Peptide™ (the "PEP™") platform to overcome the key limitations of unmodified and modified peptide therapies and to improve clinical outcomes and simplify disease management for patients. Our PEPs are selectively engineered to have optimized pharmaceutical properties, including extended time-action profiles and consistent drug concentrations with low peak-to-trough concentration ratios, consistent exposure to target tissues, and less frequent dosing. We are advancing a pipeline of novel candidates for endocrine and metabolic disorders with clinically validated targets, established endpoints for regulatory approval, significant unmet medical needs and large potential market opportunities.

Our lead product candidate, canvuparatide (MBX 2109), is a parathyroid hormone peptide prodrug that is designed as a potential long-acting hormone replacement therapy for the treatment of chronic hypoparathyroidism. We completed an End of Phase 2 meeting with the U.S. Food and Drug Administration ("FDA") and Scientific Advice with the European Medicines Agency in the first quarter of 2026. In June 2026, we presented results from our Phase 2 clinical trial and reported one-year follow-up data from our ongoing open-label extension study during the Endocrine Society’s ENDO 2026 annual meeting. We dosed the first patient in our pivotal Phase 3 oPTimize clinical trial of once-weekly canvuparatide in August 2026. Our lead obesity product candidate, MBX 4291, is designed to be a long-acting and highly potent glucagon-like peptide 1 ("GLP-1") / glucose-dependent insulinotropic polypeptide ("GIP") co-agonist prodrug with the goal of potential once-monthly dosing frequency and improved efficacy and tolerability relative to existing standards of care. We are conducting a randomized, double-blind, placebo controlled Phase 1 clinical trial designed to evaluate safety, tolerability, pharmacokinetics, and pharmacodynamics of SAD and MAD doses in adults with obesity. Results from the first cohort of the 12-week MAD portion of the Phase 1 clinical trial are expected in the fourth quarter of 2026. We have also announced the nomination of our two prodrug development candidates for the treatment of obesity, MBX 5765 and MBX 6180, each enabled by our PEP™ platform. MBX 5765 combines GLP-1, GIP, glucagon ("GCG") and dual amylin and calcitonin receptor agonists ("DACRA") activity in a single construct. MBX 6180 combines GLP-1, GIP and GCG receptor agonist activity in a single construct. We expect to present preclinical data from MBX 6180 at ObesityWeek in November 2026. IND-enabling studies for both development candidates are ongoing. Our candidate imapextide (MBX 1416) was designed to be a long-acting GLP-1 receptor antagonist as a potential therapy for post-bariatric hypoglycemia, a chronic complication of bariatric surgery. In May 2026, we announced that once-weekly imapextide achieved proof of concept in PBH based on preliminary results from our Phase 2a STEADI™ trial. Given our growing number of novel peptide-based drug candidates and our expanding obesity pipeline, we will not be committing further investment toward a Phase 2b clinical trial of imapextide.

Since our inception, we have devoted substantially all of our resources to drug discovery and development of our product candidates, canvuparatide, imapextide, MBX 4291 and other preclinical programs, building our intellectual property portfolio, organizing and staffing our company, business planning, raising capital and providing general and administrative support for these operations. We do not have any products approved for sale and have not generated any revenue from product sales. In September 2024, we completed our initial public offering (the "IPO"), pursuant to which we issued and sold 11,730,000 shares of common stock (inclusive of 1,530,000 shares of common stock sold pursuant to the underwriters' exercise of their option to purchase additional shares). The aggregate net proceeds received by us from the IPO were $170.5 million, after deducting underwriting discounts and commissions and other offering costs of $17.2 million. In September 2025, we completed an underwritten public offering (the "September 2025 Offering") of 11,108,055 shares of our common stock, which generated approximately $187.4 million in aggregate net proceeds, after deducting underwriting discounts and commissions and other offering costs of $12.5 million. In February 2026, we sold 2,250,986 shares of our common stock under our Open Market Sale AgreementSM with Jefferies, LLC (the "February 2026 ATM

Offering"), which generated approximately $87.1 million in aggregate gross proceeds. In March 2026, we filed an automatic shelf registration statement with the Securities and Exchange Commission (File No. 333-294237) and increased the amount available under the Open Market Sales AgreementSM with Jefferies, LLC (the "March 2026 Sales Agreement"), under which we may now, from time to time in one or more offerings, sell and issue shares of our common stock having an aggregate price of up to $250.0 million. In the third quarter of 2026, we issued and sold a total of 1,549,835 shares of our common stock under the March 2026 Sales Agreement at a weighted average price of $64.52 per share. As a result, the Company received $97.6 million in net proceeds, after deducting underwriting discounts and commissions and offering costs of $2.4 million. As of September 30, 2026, $150.0 million remained available under the March 2026 Sales Agreement. We have historically funded our operations primarily from the issuance and sale of our common stock, convertible preferred stock and convertible notes, which have generated approximately $788.8 million in cumulative, aggregate gross proceeds to date.

We have incurred significant operating losses since inception and we expect to continue to incur substantial losses for the foreseeable future. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of one or more of our product candidates. Our net losses were $123.0 million and $64.9 million for the nine months ended September 30, 2026 and 2025, respectively. We had an accumulated deficit of $347.5 million and $224.5 million as of September 30, 2026 and December 31, 2025, respectively.

We anticipate that our expenses and operating losses will increase substantially for the foreseeable future as we:

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advance the development of our lead product candidates, canvuparatide, MBX 4291, MBX 5765 and MBX 6180, and future product candidates;

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advance our current research activities and further develop our platform;

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continue preclinical development and discover and develop future product candidates we may identify;

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seek regulatory approval for any product candidates for which we successfully complete clinical trials;

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establish either internally or through contract manufacturing organizations manufacturing capacity capabilities to supply our clinical trials in our pipeline and eventually for commercialization;

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transition from a company with a research focus to a company capable of supporting commercial activities, including establishing sales, marketing, and distribution infrastructure;

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attract, hire and retain additional research and development, clinical, commercial, general and administrative personnel;

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develop, maintain, expand, protect and enforce our intellectual property portfolio;

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defend against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party;

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acquire or in-license product candidates, intellectual property and technologies;

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confirm, maintain or obtain freedom to operate for any of our owned or licensed technologies and product candidates;

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establish and maintain collaborations;

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add operational, financial and management information systems and personnel; or

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incur additional legal, audit, accounting, compliance, insurance, investor relations and other expenses to operate as a public company that we did not incur as a private company.

We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain regulatory approval for one or more product candidates. If we obtain regulatory approval for any product candidate and do not enter into a commercialization partnership, we expect to incur significant expenses related to developing our commercialization capability to support product sales, manufacturing, marketing, and distribution. As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate the development and commercialization of our platform or delay our pursuit of potential in-licenses or acquisitions.

We had cash, cash equivalents and marketable securities of $481.6 million and $373.7 million as of September 30, 2026 and December 31, 2025, respectively. We believe our existing cash, cash equivalents and marketable securities will be sufficient to fund

our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and capital resources” herein and “Risk Factors—Risks related to financial position and need for capital” from Item 1A Risk Factors in our Annual Report.

License agreement

Below is a summary of the key terms for our license agreement.

Indiana University Research And Technology Corporation Exclusive License Agreement

In June 2020, we entered into an Exclusive License Agreement with Indiana University Research and Technology Corporation ("IURTC"), a non-profit corporation organized under the laws of the State of Indiana, represented by The Trustees of Indiana University ("IU"), pursuant to which we have been granted an exclusive, royalty-bearing license to certain IURTC patent rights ("the Licensed Intellectual Property") developed by Dr. DiMarchi and other collaborators to further scientific research, for new product development, and for other applications in public interest, such license, the IURTC License Agreement. In particular, we have been granted an exclusive, royalty-bearing license to make, have made, use, have used, offer to sell, have offered for sale, sell, have sold, import and have imported products that are covered by the Licensed Intellectual Property ("Licensed Products"), with the right to sublicense to third parties. IURTC and IU have retained the right to (i) practice and use the Licensed Intellectual Property for non-commercial educational, research, and patient care and treatment purposes, and (ii) permit other non-profit and academic entities to practice and use the Licensed Intellectual Property for the same non-commercial purposes. Under the IURTC License Agreement, we agreed to use commercially reasonable efforts to develop, promote and sell Licensed Products in accordance with the IURTC License Agreement and any applicable laws. The IURTC License Agreement leverages IURTC’s expertise in peptide therapies as well as our scientific, clinical, and regulatory capabilities to accelerate the development of peptide treatments for people with endocrine and metabolic disorders. Canvuparatide (MBX 2109), imapextide (MBX 1416), MBX 4291, MBX 5765 and MBX 6180 are Licensed Products under the IURTC License Agreement. Any future product candidates developed pursuant to our sponsored research agreement with IU or otherwise covered by the Licensed Intellectual Property may be subject to the IURTC License Agreement.

As initial consideration for the license, we paid IURTC an immaterial issue fee. As additional consideration for the license, we are required to pay IURTC: (i) royalties with a rate based on net sales per calendar year; (ii) an annual maintenance fee of up to $0.1 million beginning in the first year in which the first commercial sale occurs; (iii) a mid-single digits percentage of any sublicensing revenue; and (iv) milestone payments in the event of successful achievement of specified development milestones up to an aggregate of $0.4 million. IURTC is also entitled to receive reimbursement for all patent prosecution and maintenance related expenses. Our tiered royalties are in the low single-digits on annual net sales of the Licensed Products. In the event that we are required to pay a non-affiliate third party consideration for intellectual property owned or controlled by such non-affiliate third party that we or a sublicensee licensed for the development of Licensed Products, we can deduct such amounts from the royalty payments up to a certain amount of the running royalties owed that year. The royalty term will terminate on a country-by-country basis as to each Licensed Product, until the expiration or termination of the last valid claim within the patent rights covering such Licensed Product in that country.

On January 5, 2024, we and IURTC entered into a fourth amendment to the IURTC License Agreement (the "Fourth Amendment"). The Fourth Amendment specifies IURTC is entitled to the receipt of additional clinical and regulatory milestones, as defined in the Fourth Amendment, up to an aggregate of $9.0 million. Following the execution of the Fourth Amendment, future remaining clinical and regulatory milestone payments in the IURTC License Agreement and all amendments total up to $9.3 million. In 2025, we paid a $1.0 million milestone payment to IURTC related to the initiation of the Phase 1 clinical trial of MBX 4291. In the first quarter of 2026, we triggered a $0.1 million milestone payment to IURTC following the completion of the end of Phase 2 meeting with the FDA related to the Phase 2 clinical trial of canvuparatide, which was paid in the second quarter of 2026. As of September 30, 2026, future remaining clinical and regulatory milestone payments in the IURTC License Agreement and all amendments totaled up to $8.2 million.

The IURTC License Agreement will expire at the expiration of the last of the patent rights covered in the IURTC License Agreement, unless terminated earlier by mutual agreement or by one of the parties. We may terminate the IURTC License Agreement with or without cause upon ninety (90) days prior written notice to IURTC. IURTC may terminate the IURTC License Agreement if we commit a material breach of the IURTC License Agreement and fail to cure the breach within the respective cure period after receipt of the notice of material breach or upon our failure to undertake certain activities in furtherance of commercial development goals. Upon termination of the IURTC License Agreement, all rights granted by IURTC will terminate and automatically revert to IURTC.

Components of results of operations

Operating expenses

Our operating expenses consist of (i) research and development expenses and (ii) general and administrative expenses.

Research and development

The largest component of our total operating expenses since our inception has been research and development activities. Research and development expenses are expensed as incurred and consist primarily of:

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external research and development expenses incurred under agreements with contract research organizations ("CROs"), consultants and other third parties to conduct our clinical trials;

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costs related to manufacturing our product candidates for preclinical studies and clinical trials, including agreements with contract development and manufacturing organizations ("CDMOs");

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license fees, including any milestone-based payments;

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compensation and benefits, including stock-based compensation expense, for research and development personnel;

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the costs of acquiring research and development supplies and services;

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manufacturing process development costs;

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costs associated with regulatory activities;

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costs incurred in development of intellectual property;

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other outside services and consulting costs; and

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an allocated portion of facilities and other infrastructure costs associated with our research and development activities.

We expect our research and development expenses to increase substantially for the foreseeable future as we continue to invest in research and development activities to advance our programs and conduct clinical trials. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result, expenses may vary significantly based on factors such as:

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the timing and progress of research and development, preclinical and clinical development activities;

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the number, scope and duration of clinical trials required for regulatory approval of our existing or future product candidates;

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the costs, timing, and outcome of regulatory review of any of our existing or future product candidates by the FDA and comparable foreign regulatory authorities, including the potential for such authorities to require that we perform more preclinical studies or clinical trials than those that we currently expect or for such authorities to change their requirements on studies that had previously been agreed to;

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the costs of manufacturing clinical and commercial supplies of our existing or future product candidates;

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our ability to maintain existing, and establish new, strategic collaborations, licensing or other arrangements, and the financial terms of any such agreements, including the timing and amount of any future milestone, royalty or other payments due under any such agreement;

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our implementation of various computerized informational systems and efforts to enhance operational systems;

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expenses incurred to attract, hire and retain skilled research and development personnel;

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per subject clinical trial costs;

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the number of sites included in our clinical trials;

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the countries in which our clinical trials are conducted;

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length of time required to enroll subjects and initiate our clinical trials;

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the number of subjects that participate in our clinical trials;

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the drop-out and discontinuation rate of subjects;

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potential additional safety monitoring requested by regulatory agencies;

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the duration of subject participation in our clinical trials and follow-up, including the duration of open label extensions;

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the timing of license agreement milestone payments related to development, regulatory and commercial events;

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manufacturing success with patient materials;

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mitigation/responses to potential health authority questions and/or inspections;

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the degree to which we obtain, maintain, defend and enforce our intellectual property rights; and

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the extent to which we establish collaboration, licensing or similar arrangements and the performance of any related third parties.

A change in the outcome of any of these variables with respect to the development of any of our existing or future product candidates could significantly change the costs and timing associated with the development of that product candidate.

General and administrative

General and administrative expenses consist primarily of compensation and benefits, including stock-based compensation expense for general and administrative personnel; other expenses for outside professional services, including legal fees relating to intellectual property and corporate matters; professional fees for accounting, auditing, consulting and tax services; insurance costs; administrative travel expenses; website development costs; marketing and public relations costs; and facilities, information technology and other allocated overhead costs.

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support continued growth of our research and development activities. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses associated with being a public company. We also expect our intellectual property expenses to increase as we expand our intellectual property portfolio.

Other income

Interest and other income, net

Total other income, net, is comprised of interest income earned on our cash and cash equivalents and marketable securities and amortization expense and accretion income on our marketable securities.

Results of operations

Comparison of the three months ended September 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended September 30, 2026 and 2025 (in thousands):


	Three months ended September 30,						Change
	2026			2025			$
Operating expenses:
Research and development	$	32,048		$	19,270		$	12,778
General and administrative		34,295			4,656			29,639
Total operating expenses		66,343			23,926			42,417
Loss from operations		(66,343	)		(23,926	)		(42,417	)
Other income
Interest and other income, net		3,922			2,308			1,614
Total other income, net		3,922			2,308			1,614
Net loss	$	(62,421	)	$	(21,618	)	$	(40,803	)

Research and development expenses

The following table summarizes our research and development expenses for the periods indicated (in thousands):


	Three months ended September 30,				Change
	2026		2025		$
Direct research and development program expenses:
Canvuparatide (MBX 2109)	$	13,608	$	10,130	$	3,478
MBX 4291		6,544		2,669		3,875
Imapextide (MBX 1416)		510		618		(108	)
Preclinical and other		3,388		1,466		1,922
Indirect research and development costs:
Personnel related costs (including stock-based compensation)		7,040		3,976		3,064
Facility-related and other		959		411		548
Total research and development expense	$	32,048	$	19,270	$	12,778

Research and development expenses were $32.0 million for the three months ended September 30, 2026, as compared to $19.3 million for the three months ended September 30, 2025. The increase of $12.7 million consisted of the following:

Direct research and development program expenses related to canvuparatide increased by $3.5 million, primarily due to the start of the Phase 3 clinical trial, clinical supply manufacturing to support the Phase 3 clinical trial and the ongoing Phase 2 open-label extension clinical trial. Direct program expenses for MBX 4291 increased by $3.9 million primarily due to ongoing conduct of the Phase 1 clinical trial and related clinical supply manufacturing costs, partially offset by a $1.0 million IURTC milestone that was triggered in the second quarter of 2025, related to the initiation of the Phase 1 clinical trial of MBX 4291. Direct research and development expense related to preclinical and other programs increased by $1.9 million, primarily due to IND-enabling studies for our two prodrug development candidates, MBX 5765 and MBX 6180. Direct program expenses for imapextide decreased by $0.1 million primarily due to the decision to not commit further investment toward a Phase 2b clinical trial of imapextide. Personnel-related costs (including stock-based compensation) increased by $3.1 million, primarily due to increased headcount and stock-based compensation expense. Facility-related and other expenses, which include allocated overhead, including rent, repairs and maintenance costs, common facilities and information technology-related expenses allocated to research and development increased by $0.5 million, primarily related to the new office and laboratory space in Burlington.

General and administrative expenses

General and administrative expenses were $34.3 million for the three months ended September 30, 2026, as compared to $4.7 million for the three months ended September 30, 2025. The increase of $29.6 million was primarily due to higher personnel-related costs, including $20.8 million of non-cash stock-based compensation expense related to the modification of awards for our former chief executive officer, and other higher personnel-related costs, including non-cash stock-based compensation expense, resulting from continued expansion of both our executive leadership team and general infrastructure to support growth in our operations.

Interest and other income, net

Interest and other income, net, which includes interest income and amortization of premiums and discounts on our investments in marketable securities, were $3.9 million for the three months ended September 30, 2026, as compared to $2.3 million for the three months ended September 30, 2025. The increase of $1.6 million was due to increased interest on our cash, cash equivalents and marketable securities, which increased primarily due to the September 2025 Offering, the February 2026 ATM Offering, and sales of our common stock in the three months ended September 30, 2026 related to the March 2026 Sales Agreement.

Comparison of the nine months ended September 30, 2026 and 2025

The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025 (in thousands):


	Nine months ended September 30,						Change
	2026			2025			$
Operating expenses:
Research and development	$	81,507		$	59,400		$	22,107
General and administrative		53,032			12,860			40,172
Total operating expenses		134,539			72,260			62,279
Loss from operations		(134,539	)		(72,260	)		(62,279	)
Other income
Interest and other income, net		11,506			7,351			4,155
Total other income, net		11,506			7,351			4,155
Net loss	$	(123,033	)	$	(64,909	)	$	(58,124	)

Research and development expenses

The following table summarizes our research and development expenses for the periods indicated (in thousands):


	Nine months ended September 30,				Change
	2026		2025		$
Direct research and development program expenses:
Canvuparatide (MBX 2109)	$	35,657	$	27,390	$	8,267
MBX 4291		15,553		10,991		4,562
Imapextide (MBX 1416)		2,457		3,411		(954	)
Preclinical and other		6,262		4,316		1,946
Indirect research and development costs:
Personnel related costs (including stock-based compensation)		19,443		11,277		8,166
Facility-related and other		2,135		2,015		120
Total research and development expense	$	81,507	$	59,400	$	22,107

Research and development expenses were $81.5 million for the nine months ended September 30, 2026 as compared to $59.4 million for the nine months ended September 30, 2025. The increase of $22.1 million consisted of the following:

Direct research and development program expenses related to canvuparatide increased by $8.3 million, primarily due to clinical start-up activity for the Phase 3 clinical trial, manufacturing to support the Phase 3 clinical trial and the ongoing Phase 2 open-label extension clinical trial. Direct program expenses for MBX 4291 increased by $4.6 million primarily due to ongoing conduct of the Phase 1 clinical trial and related clinical supply manufacturing costs, partially offset by a $1.0 million IURTC milestone that was triggered in the second quarter of 2025, related to the initiation of the Phase 1 clinical trial of MBX 4291. Direct program expenses for imapextide decreased by $1.0 million primarily due to the Phase 2a STEADI™ clinical trial completing at the beginning of the second quarter of 2026 and the decision to not commit further investment toward a Phase 2b clinical trial of imapextide. Direct research and development expense related to preclinical and other programs increased by $1.9 million, primarily due to IND-enabling activities for our two prodrug development candidates, MBX 5765 and MBX 6180. Personnel-related costs (including stock-based compensation) increased by $8.2 million, primarily due to increased headcount and stock-based compensation expense. Facility-related and other expenses, which include allocated overhead, including rent, repairs and maintenance costs, common facilities and information technology-related expenses allocated to research and development increased by $0.1 million.

General and administrative expenses

General and administrative expenses were $53.0 million for the nine months ended September 30, 2026, as compared to $12.9 million for the nine months ended September 30, 2025. The increase of $40.1 million was primarily due to higher personnel-related costs, including $20.8 million of non-cash stock-based compensation expense related to the modification of awards for our former chief executive officer, and other higher personnel-related costs, including non-cash stock-based compensation expense, resulting from continued expansion of both our executive leadership team and general infrastructure to support growth in our operations.

Interest and other income, net

Interest and other income, net, which includes interest income and amortization of premiums and discounts on our investments in marketable securities, were $11.5 million for the nine months ended September 30, 2026, as compared to $7.4 million for the nine months ended September 30, 2025. The increase of $4.2 million was due to increased interest on our cash, cash equivalents and marketable securities, which increased primarily due to the September 2025 Offering, the February 2026 ATM Offering and sales of our common stock in the nine months ended September 30, 2026 related to the March 2026 Sales Agreement.

Liquidity and capital resources

Sources of liquidity

Since our inception, we have incurred significant operating losses. We have historically funded our operations primarily through our IPO, the September 2025 Offering, the February 2026 ATM Offering, the March 2026 Sales Agreement from which we had sales of our common stock in the three and nine months ended September 30, 2026, and sales of our convertible preferred stock and convertible notes, which have generated approximately $788.8 million in cumulative, aggregate gross proceeds. As of September 30, 2026 and December 31, 2025, we had $481.6 million and $373.7 million in cash, cash equivalents and marketable securities, respectively. We have not yet generated any revenue from product sales and do not expect to in the foreseeable future as our product candidates are in various phases of clinical and preclinical development.

Future funding requirements

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the development of our product candidates. In addition, we expect to incur additional costs associated with operating as a public company. The timing and amount of our operating expenditures will depend largely on:

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the timing and progress of research and development, preclinical and clinical development activities;

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the number, scope and duration of clinical trials required for regulatory approval of our existing or future product candidates;

•

the costs of manufacturing clinical and commercial supplies of our existing or future product candidates;

•

the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our existing or future product candidates for which we receive regulatory approval;

•

the cost of filing and prosecuting our patent applications, and maintaining and enforcing our patents and other intellectual property rights;

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any product liability or other lawsuits related to our existing or future product candidates;

•

our implementation of various computerized informational systems and efforts to enhance operational systems;

•

expenses incurred to attract, hire and retain skilled personnel;

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the costs of operating as a public company;

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our ability to establish a commercially viable pricing structure and obtain approval for coverage and adequate reimbursement from third-party and government payers;

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the extent to which we acquire or invest in businesses, products, and technologies;

•

the effect of competing technological and market developments; and

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the impact of other factors, including inflation, economic uncertainty and geopolitical tensions, which may exacerbate the magnitude of the factors discussed above.

We had $481.6 million and $373.7 million in cash, cash equivalents and marketable securities as of September 30, 2026 and December 31, 2025, respectively. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to

fund our current operating plan for at least the next 12 months from the date of issuance of the accompanying unaudited condensed financial statements. Based on our current operating plan, we estimate that our existing cash, cash equivalents and marketable securities will be sufficient to fund our projected operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements with third parties. To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interest for existing investors may be materially diluted, and the terms of such securities could include liquidation or other preferences that adversely affect existing investors’ rights as a stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specified actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Cash flows

The following table summarizes our sources and uses of cash for the periods presented (in thousands):


	Nine months ended September 30,
	2026			2025
Net cash used in operating activities	$	(77,707	)	$	(61,648	)
Net cash (used in) provided by investing activities		(25,054	)		46,268
Net cash provided by financing activities		189,368			189,154
Net increase in cash and cash equivalents	$	86,607		$	173,774

Cash flows from operating activities

Net cash used in operating activities for the nine months ended September 30, 2026 was $77.7 million. This was primarily due to our net loss of $123.0 million, partially offset by non-cash charges of $38.5 million and changes in our operating assets and liabilities of $6.8 million. Non-cash charges primarily consisted of $39.1 million of non-cash stock-based compensation expense, which included $20.8 million of non-cash stock-based compensation expense related to the modification of awards for our former chief executive officer and an increase in non-cash stock-based compensation resulting from an increase in full-time employees, $0.3 million of depreciation expense related to our property and equipment and $0.3 million of amortization expense related to our right-of-use assets, partially offset by $1.2 million of net amortization and accretion of marketable securities. The changes in our net operating assets and liabilities primarily consisted of a $9.2 million increase in accounts payable and accrued expenses primarily related to balances with CROs and CDMOs, a $2.6 million decrease in our prepaid expenses and other current assets related to prepaid balances with CROs and CDMOs, and a net increase of $0.3 million related to our operating lease liabilities.

Net cash used in operating activities for the nine months ended September 30, 2025 was $61.6 million. This was primarily due to our net loss of $64.9 million, partially offset by non-cash charges of $3.3 million. Non-cash charges primarily consisted of $6.0 million of stock-based compensation expense, $0.2 million of depreciation expense related to our property and equipment and $0.1 million of amortization expense related to our right-of-use asset, partially offset by $3.1 million of net amortization and accretion of marketable securities. The changes in our net operating assets and liabilities primarily consisted of a $0.7 million increase in our prepaid expenses and other current assets related to prepaid balances with CROs and CDMOs offset by a $0.7 million increase in accounts payable and accrued expenses primarily related to balances with CROs and CDMOs.

Cash flows from investing activities

Net cash used in investing activities for the nine months ended September 30, 2026 was $25.1 million, which consisted of purchases of marketable securities of $237.8 million and purchases of property and equipment of $2.5 million, partially offset by maturities of marketable securities of $215.3 million.

Net cash provided by investing activities for the nine months ended September 30, 2025 was $46.3 million, which consisted of maturities of marketable securities of $191.6 million and redemptions of marketable securities of $8.5 million, partially offset by purchases of marketable securities of $152.7 million and purchases of property and equipment of $1.1 million.

Cash flows from financing activities

Net cash provided by financing activities for the nine months ended September 30, 2026 was $189.4 million, which consisted of proceeds of $85.4 million from the February 2026 ATM Offering, net of underwriting discounts and commissions, proceeds of $97.2 million from total sales of common stock related to the March 2026 Sales Agreement, net of underwriting discounts and commissions and offering costs, $7.0 million of proceeds from the exercise of common stock options, and $0.3 million of proceeds from the purchase of shares of our common stock pursuant to the 2026 ESPP, partially offset by payments totaling $0.5 million related to offering costs for the February 2026 ATM Offering and sales related to the March 2026 Sales Agreement.

Net cash provided by financing activities for the nine months ended September 30, 2025 was $189.2 million, which consisted of proceeds of $187.9 million from the September 2025 Offering, net of underwriting discounts and commissions and $1.5 million of proceeds from the exercise of common stock options, partially offset by payments totaling $0.3 million related to offering costs for the September 2025 Offering.

Contractual obligations and commitments

Leases

We have entered into two separate lease agreements for corporate office space and laboratory space, with terms extending through December 2028 and December 2025, respectively. The lease for our corporate office space was amended in May 2025 as further discussed in Note 9 to our interim unaudited condensed financial statements included elsewhere in this Quarterly Report.

Additionally, on February 24, 2026, we entered into an operating lease agreement with 5 Burlington Woods, LLC to lease new office and laboratory space in Burlington, Massachusetts ("Burlington Lease"). The lease commenced effective April 14, 2026, with the rent commencing five months from the lease commencement date, which will be September 14, 2026 ("rent commencement date"). The lease term is four years from the rent commencement date, with a one-time option to extend the lease term for a period of three years. The option to extend was not considered reasonably certain as of the lease inception. The aggregate base rent over the four-year lease term is approximately $3.4 million

As of September 30, 2026, our future remaining operating lease payments were $3.9 million, with $1.1 million payable within the next twelve months, with respect to leases already commenced as of such date. As of December 31, 2025, our future remaining operating lease payments were $0.7 million, with $0.2 million payable within the next twelve months, with respect to leases already commenced as of such date.

Refer to Note 9 in our interim unaudited condensed financial statements included elsewhere in this Quarterly Report for more information on our lease obligations.

License agreement and other agreements

Under the IURTC License Agreement, we have payment obligations that are contingent upon future events, such as the achievement of specified development, regulatory and commercial milestones, and in some cases, we are required to make royalty payments in connection with the sales of products developed under those agreements. Although we could be required to make additional future milestone payments under the IURTC License Agreement, we are unable to estimate the timing or likelihood of achieving the milestones or making future product sales. For additional details regarding the IURTC License Agreement and related obligations, refer to Note 9 in our interim unaudited condensed financial statements included elsewhere in this Quarterly Report, and see the section herein titled “License agreement” included in our 2025 Annual Report.

We enter into contracts in the normal course of business with clinical trial sites and clinical supply manufacturers and with vendors for preclinical studies and clinical trials, research supplies and other services and drugs for operating purposes. These contracts generally provide for termination after a notice period, and, therefore, are cancelable contracts. In addition, certain of our supply agreements contain minimum purchase commitments in certain situations, the timing and likelihood of which we cannot estimate at this time.

Recently issued accounting pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our unaudited condensed financial statements included elsewhere in this Quarterly Report.

Critical accounting policies and significant judgments and estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles, ("GAAP"). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods.

On an ongoing basis, we evaluate our estimates and judgments, including but not limited to those related to accrued research and development costs, the fair value of common stock and stock-based compensation expense and other fair value measurements. These estimates and assumptions are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates and assumptions could occur in the future. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.

During the nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates described under Management’s Discussion and Analysis of Critical Accounting Policies and Estimates which are included in our 2025 Annual Report.

Off-balance sheet arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Emerging growth company and smaller reporting company status

We currently qualify as an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include: (i) being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s discussion and analysis of financial condition and results of operations” disclosure in this Quarterly Report; (ii) reduced disclosure about our executive compensation arrangements; (iii) not being required to hold advisory votes on executive compensation or to obtain stockholder approval of any golden parachute arrangements not previously approved; (iv) an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and (v) an exemption from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. We have taken advantage of reduced reporting requirements in this Quarterly Report. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock. Additionally, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, therefore, while we are an emerging growth company we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies. As a result of this election, our audited financial statements and unaudited condensed financial statements may not be comparable to those of other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

We are also a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we may take advantage of certain of the scaled disclosures available to smaller reporting companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation and an exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures. As a smaller reporting company

with annual revenues of less than $100.0 million and a non-accelerated filer, we are also not required to provide an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. We will be able to take advantage of these scaled disclosures and exemptions for so long as (i) our voting and non-voting shares held by non-affiliates is less than $250.0 million measured on the last business day of our most recent second fiscal quarter or (ii) our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting shares held by non-affiliates is less than $700.0 million measured on the last business day of our most recent second fiscal quarter.

As of June 30, 2026, the aggregate market value of our common shares held by non-affiliates exceeded $700.0 million. We may continue to take advantage of certain reduced disclosures available to smaller reporting companies through the filing of our Annual Report on Form 10-K for the year ending December 31, 2026 and we will not be required to provide an attestation report on internal control over financial reporting issued by our independent registered public accounting firm until the filing of our Annual Report on Form 10-K for the year ending December 31, 2027.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Management's Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, mean controls and other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026 our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are probable to have material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors.

There have been no material changes to our risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our 2025 Annual Report. Our business involves significant risks. Stockholders should carefully consider the risks and uncertainties described in our 2025 Annual Report together with all of the other information contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") and in the other documents that we file with the SEC, including our unaudited condensed financial statements and related notes appearing in this Quarterly Report, before deciding to invest in our common stock. If any of the events or developments described were to occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds from Initial Public Offering

On September 12, 2024, our Registration Statement on Form S-1 (No. 333-281764) for our initial public offering (the "IPO") was declared effective by the SEC. Refer to the disclosure in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 7, 2024, which disclosure remains unchanged as of the date of this Quarterly Report.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(c) During the three months ended September 30, 2026, none of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, except as follows:

       Name

       Title

       Reporting Action

       Plan Start Date

       Plan End Date

       Maximum number of Shares of Common Stock to be Sold

       Intended to Satisfy Rule 10b5-1(c)?

       Salomon Azoulay

       Chief Medical Officer

       Plan Adoption
 
       July 15, 2026

       January 15, 2027

       113,626

       Yes

Item 6. Exhibits. [to be updated]


Exhibit Number		Description
3.1		Fourth Amended and Restated Certificate of Incorporation of MBX Biosciences, Inc. (as currently in effect) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42272) filed with the SEC on September 16, 2024).
3.2		Amended and Restated Bylaws of MBX Biosciences, Inc. (as currently in effect) (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42272) filed with the SEC on September 16, 2024).
4.1+		Second Amended and Restated Investors’ Rights Agreement among the Registrant and certain of its stockholders, dated August 2, 2024) (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-281764) filed with the SEC on September 9, 2024).
4.2		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-281764) filed with the SEC on September 9, 2024).
10.1#*		Employment Agreement between MBX Biosciences, Inc. and Steven L. Hoerter dated July 13, 2026.
10.2#*		Employment Agreement between MBX Biosciences, Inc. and John Smither effective as of July 13, 2026.
10.3#*		Separation Agreement between MBX Biosciences, Inc. and P. Kent Hawryluk, effective as of July 13, 2026.
10.4#*		Consulting Agreement between MBX Biosciences, Inc. and P. Kent Hawryluk, effective as of July 13, 2026.
10.5#*		Form of Restricted Stock Unit Award Agreement (2026 Inducement Plan).
10.6†*		Exclusive License Agreement, dated as of June 10, 2020, between Indiana University Research and Technology Corporation and MBX Biosciences, Inc., as amended.
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

**This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

# Indicates a management contract or any compensatory plan, contract or arrangement

† Portions of this exhibit (indicated by asterisks) will be omitted in accordance with the rules of the SEC because the Registrant has determined that information is both not material and is the type that the registrant treats as private or confidential.

+ Certain exhibits and schedules to these agreements have been omitted pursuant to Item 601(a)(5) and (6) of Regulation S-K. The registrant will furnish copies of any of the exhibits and schedules to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MBX Biosciences, Inc.

Date: November 9, 2026	By:	/s/ Steven L. Hoerter
		Steven L. Hoerter
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 9, 2026	By:	/s/ John Smither
		John Smither
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-10.1

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between MBX Biosciences, Inc., a Delaware corporation (the “Company”), and Steven Hoerter (the “Executive”) and is effective as July 13, 2026 (the “Effective Date”). Except as expressly provided herein, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein.

WHEREAS, the Executive is a current member of the Company’s Board of Directors (the “Board”) and serves as executive chairperson (“Executive Chair”);

WHEREAS, in connection with his service as Executive Chair, the Company and the Executive entered into a Consulting Agreement dated May 1, 2026 (the “Consulting Agreement”); and

WHEREAS, the Company and the Executive desire to terminate the Consulting Agreement (except for the Sections 7-12, which are preserved) as the Effective Date at which time the Executive shall transition from Executive Chair to the Company’s Chief Executive Officer (the “CEO”) pursuant to the terms of this Agreement.

WHEREAS, given the timing of the termination of the Consulting Agreement and the Effective Date of this Agreement, there will be no break in service in terms of the Executive’s business relationship with the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Employment.

(a)

Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company shall continue to be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement.

(b)

Position and Duties. The Executive shall serve as the CEO and shall have such powers and duties as may from time to time be prescribed by the Board. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on up to two other boards of directors, with the prior written approval of the Board (which shall not be unreasonably withheld and, with respect to Executive’s current outside board engagements, has been approved), or engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive’s performance of the Executive’s duties to the Company.

Compensation and Related Matters.

(a)

Base Salary. The Executive’s initial base salary shall be paid at the rate of $665,000 per year. The Executive’s base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for its executive officers.

(b)

Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be 60% percent of the Executive’s Base Salary. The target annual incentive compensation in effect at any given time is referred to herein as “Target Bonus.” For 2026, the Executive’s Target Bonus shall not be prorated provided, the actual amount of the Executive’s annual incentive compensation, if any, in any year shall be determined in the sole discretion of the Board or the Compensation Committee. Except as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in an applicable incentive compensation plan or herein, the Executive must be employed by the Company on the date such incentive compensation is paid in order to earn or receive any annual incentive compensation.

(c)

Expenses The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executives. The Executive will be expected to travel regularly to the Company’s headquarters in Massachusetts and will be reimbursed for reasonable expenses associated with his travel and living expenses while there.

(d)

Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans.

(e)

Paid Time Off. The Executive shall be entitled to take paid time off in accordance with the Company’s applicable paid time off policy for executives, as may be in effect from time to time.

(f)

Equity.

(i)

Any equity awards held by the Executive and issued pursuant to the MBX Biosciences, Inc. 2019 Stock Option and Grant Plan (the “Initial Equity Awards”) shall continue to be governed by the terms and conditions of the MBX Biosciences, Inc. 2019 Stock Option and Grant Plan, as amended from time to time, and the applicable award agreement(s) governing the terms of such equity awards (collectively, with the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) and the applicable nonqualified stock option grant agreements and restricted stock unit grant agreements per the 2024 Plan the “Equity Documents”). For the avoidance of doubt, the Executive’s transition from Executive Chair to CEO shall be a continued service relationship for purposes of the Equity Documents. Upon the occurrence of a Sale Event (as defined in the Equity Documents)

and provided that Executive is employed by the Company as of the closing date of the Sale Event, then notwithstanding anything in this Agreement to the contrary, the vesting of any unvested portion of any then outstanding Initial Equity Awards held by Executive shall be accelerated and all such awards shall fully vest no later than the date of the Sale Event. Section 6(a)(iii) of this Agreement shall apply with respect to any awards granted to the Executive under the MBX Biosciences, Inc. 2024 Stock Option and Incentive Plan and/or on or after the Effective Date in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).

(ii)

Subject to the approval of the Board or the Compensation Committee, following the Effective Date, the Company shall grant to the Executive the following equity awards (collectively, the “New Hire Awards”) under the 2024 Plan and pursuant to the Company's form award agreements thereunder: (i) a nonqualified stock option to purchase 331,000 shares of the Company's common stock (the "Option Award"), at an exercise price per share equal to the closing price of the Company's common stock on the Nasdaq Global Select Market on the date of grant, with the following vesting schedule: 25% of the Option Award shall vest on the one (1)-year anniversary of the Effective Date; and the remaining 75% of the Option Award shall vest in equal monthly installments over the thirty-six (36) month period thereafter, in each case, subject to the Executive's continued service relationship with the Company through the applicable vesting date; and (ii) a restricted stock unit award covering 71,000 shares of the Company's common stock (the “RSU Award”), with the following vesting schedule: 25% of the RSU Award shall vest on each of the first four (4) anniversaries of the Effective Date, in each case, subject to the Executive's continued service relationship with the Company through the applicable vesting date, and subject to settlement in shares of the Company's common stock upon vesting. The New Hire Awards shall be subject to the terms and conditions of the 2024 Plan and the applicable award agreements thereunder, which the Executive shall be required to execute as a condition to receiving the New Hire Awards. In the event of any conflict between this Agreement and the terms of the 2024 Plan or the applicable award agreements, the terms of the 2024 Plan and the applicable award agreements shall control, except as expressly provided in Section 6(a)(ii) of this Agreement with respect to vesting acceleration upon a qualifying termination within the Change in Control Period.

(g)

No Other Compensation. As of the Effective Date, the Executive shall not be entitled to non-employee director compensation under the Company’s policy or otherwise, and shall not be entitled to fees or expenses under the Consulting Agreement, provided (i) the Options and RSUs described in Exhibit A to the Consulting Agreement shall continue to vest in accordance with their terms and (ii) options and RSUs issued to Executive for his service as a Board member shall continue to vest in accordance with their terms.

(h)

Indemnification. Executive will be indemnified by the Company for his services hereunder to the maximum extent permitted by the Company’s by-laws and applicable law. Executive will be covered by any directors’ and officers’ liability or other third party insurance policy(ies) also covering other similarly situated executives of the Company, subject to the terms of such policy.

Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a)

Death. The Executive’s employment hereunder shall terminate upon death.

(b)

Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform or expected to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s substantiated engagement in illegal conduct or gross misconduct; (ii) Executive’s insubordination or substantial malfeasance or nonfeasance of duty, which, in each case, is injurious to the Company; (iii) Executive’s substantiated embezzlement, misappropriation or fraud; (iv) Executive’s unauthorized disclosure of confidential information; (v) Executive’s material breach of fiduciary duty; (vi) Executive’s material breach of a Company policy; (vii) Executive’s failure to follow a lawful and reasonable directive from the Board; or (viii) Executive’s breach of a material provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that for a termination pursuant to Section 3(c) (ii), (vi), (vii), or (viii) above (A) Company provides Executive with written notice that Company intends to terminate Executive’s employment hereunder for one of the circumstances set forth in this Section 3(c) within thirty (30) days of its discovery of such circumstance occurring and (B) if such circumstance is capable of being cured, Executive has failed to cure such circumstance within a period of fifteen (15) business days from the date of such written notice. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Cause, and failure to adhere to such conditions in the event of Cause shall not disqualify Company from asserting Cause for any subsequent occurrence of Cause.

(d)

Termination by the Company without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

(e)

Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): (i) a material diminution in Executive’s Base Salary and Target Bonus percentage except for across-the-board salary or target bonus percentage reductions similarly affecting all or substantially all similarly situated employees of the Company; (ii) a material reduction in Executive’s duties (including responsibilities and/or authorities), position, or title; (iii) a change of more than fifty (50) miles in the geographic locations at which Executive provides services to the Company; or (iv) a material breach of this Agreement or any other written agreement between Executive and the Company; provided that (A) Executive provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the circumstances set forth in this Section 3(d) within thirty (30) days of Executive becoming aware of such circumstance occurring, (B) if such circumstance is capable of being cured, Company has failed to cure such circumstance within a period of thirty (30) days from the date of such written notice, and (C) Executive terminates Executive’s employment within sixty (60) days from the date the Good Reason has occurred (the foregoing clauses (A) through (C), the “Good Reason Process”). For purposes of clarification, the Good Reason Process shall apply separately to each occurrence of a Good Reason Condition, and failure to adhere to the Good Reason Process in the event of one occurrence of a Good Reason Condition shall not disqualify Executive from completing the Good Reason Process for any subsequent occurrence of a Good Reason Condition. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor statute, regulation and guidance thereto. Notwithstanding the foregoing, any of the actions described in subclause (ii) herein that are taken in connection with a transaction in which the owners of Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from Company shall not be deemed, in and of itself, to constitute an occurrence of Good Reason.

Matters related to Termination.

(a)

Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

(b)

other than for Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given in compliance with the Good Reason Process. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

(c)

Accrued Obligations. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate): (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans; and (iv) any other amounts required by law (collectively, the “Accrued Obligations”).

(d)

Resignation of All Other Positions. The Executive shall be deemed to have resigned from the Board and all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.

Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities that shall not release the Executive’s rights under Section 6, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive materially breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement):

(a)

the Company shall pay the Executive an amount equal to 12 months of the Executive’s Base Salary and, to the extent determined by the Board but not yet paid, the Executive’s incentive compensation for the previously completed calendar year (collectively the “Severance Amount”);

(b)

subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health

insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and

(c)

notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, the Initial Equity Awards plus all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting, including the New Hire Awards (collectively, the “Time-Based Equity Awards”) shall, effective as of the effective date of the Separation Agreement (the “Accelerated Vesting Date”), vest and become exercisable or nonforfeitable on an accelerated basis in such portion of the Time-Based Equity Award that would have vested through the end of the 12-month period following the Date of Termination had the Executive remained in continuous employment with the Company through the end of such period; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date.

The amounts payable under Section 5, to the extent taxable, shall be paid to the Executive in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within the Change in Control Period. For the avoidance of doubt, (i) in no event will the Executive be entitled to severance pay and benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to the Executive under Section 5 prior to the date that the Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to the Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6. These provisions shall terminate and be of no further force or effect after the Change in Control Period.

(a)

If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Company and all related persons and entities (the “Release”) by the Executive and the Release becoming fully effective, all within the time frame set forth in the Release but in no event more than 60 days after the Date of Termination:

(i)

the Company shall pay the Executive a lump sum cash payment in an amount equal to 1.5 multiplied by the sum of (A) the Executive’s then-current Base Salary; (B) the Executive’s Target Bonus for the then-current year; and (C) to the extent determined by the Board but not yet paid, the Executive’s incentive compensation for the previously completed calendar year;

(ii)

subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and

(iii)

effective date of the Release (the “CIC Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the CIC Accelerated Vesting Date.

The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

(b)

Additional Limitation.

(i)

Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(ii)

For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation

in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iii)

The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 6(b)(i) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. The Company shall bear the costs and expense related to the Accounting Firm.

(c)

Definitions. For purposes of this Agreement:

(i)

“Change in Control” shall mean a “Sale Event” as defined in the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time.

(ii)

“Change in Control Period” shall mean the period beginning 3 months prior to the date of the first event constituting a Change in Control and ending on the 12 month anniversary following the first event constituting a Change in Control.

Section 409A.

(a)

Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)

All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such

right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)

To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A‑1(h).

(d)

The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement or the Restrictive Covenants Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A‑2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)

The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

Continuing Obligations.

(a)

Restrictive Covenants Agreement. The terms of the Employee Confidentiality, Assignment and Noncompetition between the Company and the Executive, attached hereto as Exhibit A (the “Restrictive Covenants Agreement”), shall be in full force and effect, the terms of which are incorporated herein by reference. For purposes of this Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.” For the avoidance of doubt, all restrictive covenants obligations are supplemental to, and do not supersede, one another. In the event the Executive is entitled to both payments pursuant to the Restrictive Covenants Agreement and severance payments pursuant to Section 5 or Section 6 of this Agreement, then the severance payments pursuant to Section 5 or Section 6 of this Agreement will be reduced by the amount the Executive is paid pursuant to the Restrictive Covenants Agreement.

(b)

or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(c)

Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out‑of‑pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(c). Notwithstanding the foregoing, any cooperation requested hereunder shall not unreasonably interfere with Executive’s bona fide professional or personal commitments.

(d)

Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to seek an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

Arbitration of Disputes.

(a)

Arbitration Generally. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination or retaliation, whether based on race, religion, national origin, sex, gender, age, disability, sexual orientation, or any other protected class under applicable law) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of JAMS in a mutually agreeable location (which may be virtual) or, if one cannot be agreed upon, in Boston, Massachusetts, in accordance with the JAMS Employment Arbitration Rules, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The Executive understands that, to the fullest extent permitted by applicable law, the Executive may only bring such claims in the Executive’s individual capacity, and not as a plaintiff or class member in any purported class proceeding or any purported representative proceeding. THE EXECUTIVE

FURTHER UNDERSTANDS THAT, BY SIGNING THIS AGREEMENT, THE COMPANY AND THE EXECUTIVE ARE GIVING UP ANY RIGHT THEY MAY HAVE TO A JURY TRIAL ON ALL CLAIMS THEY MAY HAVE AGAINST EACH OTHER. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate, including without limitation relief sought under the Restrictive Covenants Agreement; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

(b)

Arbitration Fees and Costs. The Executive shall be required to pay an arbitration fee to initiate any arbitration equal to what the Executive would be charged as a first appearance fee in court. The Company shall advance the remaining fees and costs of the arbitrator. However, to the extent permissible under the law, and following the arbitrator’s ruling on the matter, the arbitrator may rule that the arbitrator’s fees and costs be distributed in an alternative manner. Each party shall pay its own costs and attorneys’ fees, if any. If, however, any party prevails on a statutory or contractual claim that affords the prevailing party attorneys’ fees (including pursuant to this Agreement), the arbitrator may award attorneys’ fees to the prevailing party to the extent permitted by law.

10.

Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 9 of this Agreement, the parties hereby consent to the jurisdiction of the state and federal courts of the State (as defined below). Accordingly, with respect to any such court action, the Executive (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

11.

Protected Actions. Nothing contained in this Agreement, the Restrictive Covenants Agreement or any other agreement with the Company, or any Company policy, limits the Executive’s ability, with or without notice to the Company, to: (a) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission; (b) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (c) share compensation information concerning the Executive or others (provided that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information); (e) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful; or (f) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law).

12.

Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the Restrictive Covenants Agreement and the Equity Documents remain in full force and effect.

13.

Withholding; Tax Effect. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

14.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation).

15.

Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16.

Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.

17.

Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

18.

Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board. Notices, requests, demands and other communications provided for by this Agreement shall also be sufficient if sent by email to the Company email address of the Executive or, in the case of Company, the email address of Chairman of the Board, with confirmation of receipt.

19.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

20.

Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. Notwithstanding anything to the contrary in this Agreement, all severance pay and benefits provided to the Executive pursuant to Section 5 or Section 6 of this Agreement (as applicable) shall be reduced and/or offset by any amounts or benefits paid to the Executive to satisfy the federal Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. § 2101 et seq., as amended, and any applicable state plant or facility closing or mass layoff law (whether as damages, as payment of salary or other wages during an applicable notice period or otherwise). In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

21.

Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the state in which the Executive is employed by the Company (or, if applicable, the state in which the Executive was employed by the Company as of the Date of Termination) (the “State”), without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals with geographic jurisdiction for the State.

22.

Counterparts. This Agreement may be executed and delivered in any number of counterparts, including by facsimile and electronic means, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.

COMPANY:

MBX BIOSCIENCES, INC.

By: /s/ Patrick Heron

Name: Patrick Heron
Its: Director

EXECUTIVE:

/s/ Steven Hoerter

Steven Hoerter

Signature page to Employment Agreement

Exhibit A

Restrictive Covenants Agreement

EX-10.2

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between MBX Biosciences, Inc., a Delaware corporation (the “Company”), and John W. Smither (the “Executive”) and is effective as of July 13, 2026 (the “Effective Date”). Except as expressly provided herein, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein.

WHEREAS, the Executive is currently serving as the Company’s interim Chief Financial Officer (“CFO”) pursuant to the terms of the offer letter between the Executive and the Company dated February 25, 2026 (the “Prior Agreement”);

WHEREAS, the Company and the Executive desire to terminate the Prior Agreement (except the “Representation Regarding Other Obligations” section therein, which is preserved) as of the Effective Date at which time the Executive shall transition from the Company’s interim CFO to the Company’s CFO pursuant to the terms of this Agreement.

Employment.

(a)

(b)

Position and Duties. The Executive shall serve as the CFO and shall have such powers and duties as may from time to time be prescribed by the Board. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may engage in religious, charitable or other community activities as long as such services and activities do not interfere with the Executive’s performance of the Executive’s duties to the Company.

(c)

Office Location and Business Travel. The Executive shall perform the Executive’s duties under this Agreement at the Company’s physical location in Massachusetts. Upon the opening of the Massachusetts MBX hub location, located at 5 Burlington Woods Drive, Burlington, MA 01803, the Executive will be expected to travel to and work from the Company’s physical location consistent with the Company’s local office practices and the terms of the Company’s in-office policy as in effect from time to time. The Executive shall travel to and work from the Company’s headquarters or another designated location, as requested by the CEO, a total of at least five business days per month on average, and shall engage in such other business travel as is reasonably required to perform Executive’s duties as is reasonably required to perform Executive’s duties.

Compensation and Related Matters.

(a)

Base Salary. The Executive’s initial base salary shall be paid at the rate of $530,000 per year. The Executive’s base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for its executive officers.

(b)

Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be forty percent (40%) of the Executive’s Base Salary. The target annual incentive compensation in effect at any given time is referred to herein as “Target Bonus.” The actual amount of the Executive’s annual incentive compensation, if any, in any year shall be determined in the sole discretion of the Board or the Compensation Committee. Except as may be provided by the Board or the Compensation Committee or as may otherwise be set forth in an applicable incentive compensation plan the Executive must be employed by the Company on the date such incentive compensation is paid in order to earn or receive any annual incentive compensation.

(c)

Relocation Bonus. In connection with his appointment to CFO, the Executive will relocate within three months of the Effective Date to the Burlington, Massachusetts area which will become the Executive’s primary work location; provided that the Executive will also be required to travel regularly for business, consistent with the Company’s business needs. The date of the Executive’s relocation shall be referred to herein as the “Relocation Date”. The Executive shall be eligible to receive a relocation bonus in the gross amount of $150,000, less applicable deductions and withholdings (the “Relocation Bonus”), to be paid as follows: fifty percent (50%) of the Relocation Bonus shall be paid in a lump sum within thirty (30) days following the Effective Date of this Agreement (the “First Installment”); and, provided that the Relocation Date occurs within three months of the Effective Date, fifty percent (50%) of the Relocation Bonus shall be paid on or by January 15, 2027 (the “Second Installment”), provided that the Executive remains employed on the date of each respective payment; provided further that, if (i) the Relocation Date does not occur within three months of the Effective Date, the Executive shall repay the gross amount of the Relocation Bonus to the Company within 10 days following the Date of Termination (as defined below), or (ii) the Executive’s employment is terminated by the Company for Cause or (iii) the Executive resigns other than for Good Reason (as such terms are defined below), in case of each (ii) and (iii), prior to the one (1) year anniversary of the Relocation Date, the Executive shall repay to the Company, within 10 days following the Date of Termination (as defined below), a pro rata portion of the gross amount of the Relocation Bonus, calculated by multiplying the gross amount of the Relocation Bonus by a fraction, the numerator of which is the number of days remaining between the Date of Termination and the one (1) year anniversary of the Relocation Date, and the denominator of which is 365.

(d)

(e)

Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans.

(f)

Paid Time Off. The Executive shall be entitled to take paid time off in accordance with the Company’s applicable paid time off policy for executives, as may be in effect from time to time.

(g)

Equity.

(i)

Subject to the approval of the Board or the Compensation Committee, following the Effective Date, the Company shall grant to the Executive the following equity awards (collectively, the “New Hire Awards”) under the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) and pursuant to the Company's form award agreements thereunder (the 2024 Plan and the applicable award agreement, the “Equity Documents”): (i) a nonqualified stock option to purchase 130,000 shares of the Company’s common stock (the “Option Award”), at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date of grant, with the following vesting schedule: 25% of the Option Award shall vest on the one (1)-year anniversary of the Effective Date; and the remaining 75% of the Option Award shall vest in equal monthly installments over the thirty-six (36) month period thereafter, in each case, subject to the Executive's continued service relationship with the Company through the applicable vesting date; and (ii) a restricted stock unit award covering 28,000 shares of the Company’s common stock (the “RSU Award”), with the following vesting schedule: 25% of the RSU Award shall vest on each of the first four (4) anniversaries of the Effective Date, in each case, subject to the Executive’s continued service relationship with the Company through the applicable vesting date, and subject to settlement in shares of the Company's common stock upon vesting. The New Hire Awards shall be subject to the terms and conditions of the 2024 Plan and the applicable award agreements thereunder, which the Executive shall be required to execute as a condition to receiving the New Hire Awards. In the event of any conflict between this Agreement and the terms of the Equity Documents, the terms of the Equity Documents shall control, except as expressly provided in Section 6(a)(ii) of this Agreement with respect to vesting acceleration upon a qualifying termination within the Change in Control Period.

Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:

(a)

Death. The Executive’s employment hereunder shall terminate upon death.

(b)

request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(c)

Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s substantiated engagement in illegal conduct or gross misconduct; (ii) Executive’s insubordination or substantial malfeasance or nonfeasance of duty, which, in each case, is injurious to the Company; (iii) Executive’s substantiated embezzlement, misappropriation or fraud; (iv) Executive’s unauthorized disclosure of confidential information; (v) Executive’s material breach of fiduciary duty; (vi) Executive’s material breach of a Company policy; (vii) Executive’s failure to follow a lawful and reasonable directive from the chief executive officer of the Company or the Board; or (viii) Executive’s breach of a material provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that for a termination pursuant to Section 3(c) (ii) (vi) (vii) or (viii) above (A) Company provides Executive with written notice that Company intends to terminate Executive’s employment hereunder for one of the circumstances set forth in this Section 3(c) within thirty (30) days of its discovery of such circumstance occurring and (B) if such circumstance is capable of being cured, Executive has failed to cure such circumstance within a period of fifteen (15) business days from the date of such written notice. For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Cause, and failure to adhere to such conditions in the event of Cause shall not disqualify Company from asserting Cause for any subsequent occurrence of Cause.

(d)

(e)

provides Company with written notice that Executive intends to terminate Executive’s employment hereunder for one of the circumstances set forth in this Section 3(e) within thirty (30) days of Executive becoming aware of such circumstance occurring, (B) if such circumstance is capable of being cured, Company has failed to cure such circumstance within a period of thirty (30) days from the date of such written notice, and (C) Executive terminates Executive’s employment within sixty (60) days from the date the Good Reason has occurred (the foregoing clauses (A) through (C), the “Good Reason Process”). For purposes of clarification, the Good Reason Process shall apply separately to each occurrence of a Good Reason Condition, and failure to adhere to the Good Reason Process in the event of one occurrence of a Good Reason Condition shall not disqualify Executive from completing the Good Reason Process for any subsequent occurrence of a Good Reason Condition. For purposes of this Agreement, “Good Reason” shall be interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any successor statute, regulation and guidance thereto. Notwithstanding the foregoing, any of the actions described in subclause (ii) herein that are taken in connection with a transaction in which the owners of Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of Company or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from Company shall not be deemed to constitute an occurrence of Good Reason.

Matters related to Termination.

(a)

(b)

Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given in compliance with the Good Reason Process. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

(c)

(ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(d) of this Agreement); (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans; and (iv) any other amounts required by law (collectively, the “Accrued Obligations”).

(d)

[Reserved.]

(a)

(i)

the Company shall pay the Executive a lump sum cash payment in an amount equal to 1.25 multiplied by the sum of (A) the Executive’s then-current Base Salary plus (B) the Executive’s Target Bonus for the then-current year;

(ii)

anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and

(iii)

notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the effective date of the Release (the “CIC Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the CIC Accelerated Vesting Date.

(b)

Additional Limitation.

(i)

the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(ii)

(iii)

(c)

Definitions. For purposes of this Agreement:

(i)

“Change in Control” shall mean a “Sale Event” as defined in the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time.

(ii)

Section 409A.

(a)

application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b)

(c)

(d)

The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement or the Confidentiality Agreement (as defined below) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A‑2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(e)

Continuing Obligations.

(a)

Confidentiality Agreement. The terms of the Employee Confidentiality, Assignment and Noncompetition between the Company and the Executive, attached hereto as Exhibit A (the “Confidentiality Agreement”), shall be in full force and effect, the terms of which are incorporated herein by reference. For purposes of this Agreement, the obligations in this Section 8 and those that arise in the Confidentiality Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.” For the avoidance of doubt, all restrictive covenants obligations are supplemental to, and do not supersede, one another. In the event the Executive is

entitled to both payments pursuant to the Confidentiality Agreement and severance payments pursuant to Section 5 or Section 6 of this Agreement, then the severance payments pursuant to Section 5 or Section 6 of this Agreement will be reduced by the amount the Executive is paid pursuant to the Confidentiality Agreement.

(b)

Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information, other than confidentiality restrictions (if any), or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(c)

(d)

Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.

Arbitration of Disputes.

(a)

employment discrimination or retaliation, whether based on race, religion, national origin, sex, gender, age, disability, sexual orientation, or any other protected class under applicable law) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of JAMS in Indianapolis, Indiana, or, with the consent of all parties, virtually or in another mutually agreeable location, in accordance with the JAMS Employment Arbitration Rules, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The Executive understands that, to the fullest extent permitted by applicable law, the Executive may only bring such claims in the Executive’s individual capacity, and not as a plaintiff or class member in any purported class proceeding or any purported representative proceeding. THE EXECUTIVE FURTHER UNDERSTANDS THAT, BY SIGNING THIS AGREEMENT, THE COMPANY AND THE EXECUTIVE ARE GIVING UP ANY RIGHT THEY MAY HAVE TO A JURY TRIAL ON ALL CLAIMS THEY MAY HAVE AGAINST EACH OTHER. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate, including without limitation relief sought under the Confidentiality Agreement; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

(b)

10.

11.

Protected Actions. Nothing contained in this Agreement, the Confidentiality Agreement or any other agreement with the Company, or any Company policy, limits the Executive’s ability, with or without notice to the Company, to: (a) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission; (b) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (c) share compensation information concerning the Executive or others (provided that this does not permit the Executive to disclose compensation information concerning others that

the Executive obtains because the Executive’s job responsibilities require or allow access to such information); (e) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful; or (f) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law).

12.

Integration. This Agreement and the Equity Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the “Representation Regarding Other Obligations” Section of the Prior Agreement and the Confidentiality Agreement are expressly preserved and remain in full force and effect.

13.

14.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Confidentiality Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets; provided, further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Executive’s termination of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation).

15.

16.

17.

18.

19.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

20.

21.

with the law as it would be interpreted and applied by the United States Court of Appeals with geographic jurisdiction for the State.

22.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date and was executed as of October 20, 2026 for the purpose of correcting a scrivener's error.

COMPANY:

MBX BIOSCIENCES, INC.

By: /s/ Steve Hoerter

Name: Steve Hoerter
Its: Chair and Chief Executive Officer

EXECUTIVE:

/s/ John W. Smither

John W. Smither

Signature page to Employment Agreement

Exhibit A

Confidentiality Agreement

EX-10.3

EXHIBIT 10.3

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made between MBX Biosciences, Inc., a Delaware corporation (the “Company”), and Peter Kent Hawryluk (the “Executive”). The Company together with the Executive shall be referred to as the “Parties”.

WHEREAS, the Parties entered into an Employment Agreement effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Employment Agreement”);

WHEREAS, pursuant to the Employment Agreement, the Company and the Executive each retained the right to terminate the Executive’s employment by the Company without any breach of the Employment Agreement under the circumstances set forth in Section 3 of the Employment Agreement;

WHEREAS, the Executive’s employment will end on July 13, 2026 (the “Date of Termination”) pursuant to Section 3(d) of the Employment Agreement;

WHEREAS, this Agreement is the “Separation Agreement” referred to in the Employment Agreement;

WHEREAS, if the Executive enters into, does not revoke and complies with this Agreement, the Executive will be eligible to receive the Severance pay and Benefits as described in this Agreement; and

WHEREAS, the Company’s Board of Directors (the “Board”) appreciates the Executive’s significant contributions and believes he will provide valuable insight in connection with the transition;

WHEREAS, the Board has determined that it is in the best interest of the Company for the Executive to be retained as a consultant through August 16, 2026.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Ending of Employment. The Executive’s employment with the Company (and any of the Company’s affiliates, if applicable) will end on the Date of Termination. To the extent applicable, the Executive shall be deemed to have resigned from the Board and all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the Date of Termination. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations. The Executive acknowledges and agrees that he received a “Notice of Termination,” with this Agreement and that such notice satisfies the Company’s obligations related to a Notice of Termination under Section 4(a) of the Employment Agreement. The Executive shall cease vesting in any outstanding, unvested stock options, restricted stock or other equity awards as of the Date of Termination, consistent with the applicable equity award agreement and equity incentive plan (collectively, the

“Equity Documents”). The Executive may exercise his vested options, if any, within the time period set forth in the Equity Documents, provided if the Executive enters into, does not revoke and complies with this Agreement, then Section 3(e) of this Agreement will apply. The unvested portion of any equity award shall terminate or be forfeited on the Date of Termination; provided that the unvested portion of the Executive’s Time-Based Equity Awards (defined below) that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the date that is three (3) months after the Date of Termination (at which time, the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited); provided further if the Executive enters into, does not revoke and complies with this Agreement, then Section 3(d) of this Agreement will apply. The Executive remains subject to the Company’s Insider Trading Policy. By entering into this Agreement, the Executive acknowledges and agrees that the payments and benefits set forth in this Agreement are the exclusive payments and benefits to be paid to the Executive in connection with the ending of his employment and that he is not entitled to any other severance pay, benefits, bonus or incentive pay or equity rights, including without limitation pursuant to any severance plan, program or arrangement.

Accrued Obligations. In connection with the ending of his employment, and regardless of whether this Agreement becomes effective, the Company shall pay or provide to the Executive the following “Accrued Obligations”: (i) any Base Salary (as defined in the Employment Agreement) earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of the Employment Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans. Any unpaid expense reimbursements must be submitted promptly to the Company in accordance with the Company’s expense policies and procedures.

In addition, regardless of whether this Agreement becomes effective, the Executive will be provided with information regarding the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under separate cover. Any COBRA continuation coverage will be at the Executive’s own cost, except as provided in Section 3(b) below.

Severance Pay and Benefits. In exchange for the Executive entering into, not revoking and complying with this Agreement, the Executive will be entitled to the following “Severance Pay and Benefits”:

(a)

The Company shall pay the Executive an amount equal to twelve (12) months of the Executive’s Base Salary (the “Severance Amount”). The amounts payable under this Section 3(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months, commencing on the first practicable payroll date after the Effective Date of this Agreement, with the initial payment including a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

(b)

Subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health

insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.

(c)

The Company shall pay the Executive an amount equal to the Executive’s Target Bonus for the year in which the Date of Termination occurs (the “Final Bonus”). The Final Bonus shall be paid in a lump sum on the first practicable payroll date after the Effective Date of this Agreement.

(d)

On the later of (i) August 16, 2026; and (ii) the Effective Date of this Agreement, the Company shall accelerate the vesting of the Initial Equity Awards (as defined in the Employment Agreement) plus all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) and that would have vested through the end of the 12-month period following August 16, 2026 had the Executive remained in continuous employment with the Company through the end of such period; provided that the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the Effective Date (at which time acceleration will occur) (the “Accelerated Vesting Date”), and (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between August 16, 2026 and the Accelerated Vesting Date. All other terms of the Equity Documents shall remain in full force and effect.

(e)

With respect to any stock options that have vested as of August 16, 2026 (after giving effect to paragraph 3(d) above), the exercise period for such vested stock options will be extended until the earlier of (A) July 13, 2027, and (B) the original expiration date for such vested stock options as provided in the applicable Equity Documents; provided that, and notwithstanding the foregoing, in the event of a Sale Event (as defined in the Company’s 2024 Stock Option and Incentive Plan, as amended (the “Plan”)), the exercise period may be shortened consistent with the provisions of the Plan. The Executive acknowledges that to the extent any such vested stock options are intended to be an “incentive stock option,” such options may no longer qualify as “incentive stock options” under the Internal Revenue Code of 1986, as amended, but instead may convert to a nonqualified stock option, consistent with applicable law. The Executive should consult with his own tax professional regarding the tax treatment of his stock options.

(f)

The Company and the Executive shall enter into a Consulting Agreement in the form attached hereto as Exhibit A.

General Release. In consideration for, among other terms, the Severance Pay and Benefits, to which the Executive acknowledges that he would otherwise not be entitled, the Executive irrevocably and unconditionally releases and forever discharges the Company, all of its affiliated and related entities and its and their respective predecessors, successors and assigns, each of the foregoing’s respective employee benefit plans and the fiduciaries of such plans, and the current and former officers, directors, stockholders, employees, attorneys, accountants, and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when the Executive signs this Agreement, he has, ever had, now claims to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, the complete waiver and release of all Claims: relating to the Executive’s employment by and termination of employment with the Company; arising out of or relating to the Employment Agreement or any other agreement between the Executive and any of the Releasees; of breach of express or implied contract; of wrongful termination of employment whether in contract or tort; of violation of public policy; of intentional, reckless, or negligent infliction of emotional distress; of breach of any express or implied covenant of employment, including the covenant of good faith and fair dealing; of interference with contractual or advantageous relations, whether prospective or existing; of deceit or misrepresentation; of discrimination or retaliation under state, federal or municipal law (including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 and the Older Workers Benefits Protection Act, the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws. ch. 151B, and the Indiana Civil Rights Law); of whistleblower retaliation; of fraud; under any other federal, state or local statute, rule, ordinance or regulation (including, without limitation, the Fair Labor Standards Act and the Worker Adjustment and Retraining Notification Act); of promissory estoppel or detrimental reliance; for wages, bonuses, incentive compensation, stock, stock options, restricted stock or other equity interests, vacation pay, severance allowances or entitlements, and any other compensation or benefits, either under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148-150C, the Indiana Wage Payment and Wage Claims Acts, or otherwise; arising out of the Executive’s capacity as a Company optionholder or stockholder (as applicable); of slander, libel, defamation, personal injury, negligence or other torts; for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, attorneys’ fees, experts’ fees, medical fees or expenses, costs and disbursements.

Notwithstanding the foregoing, this general release does not extend to any rights or Claims (i) that cannot be released as a matter of law, (ii) that arise under this Agreement, (iii) to indemnification under the Company’s Bylaws or any applicable directors’ and officers’ insurance, or (iv) to unemployment compensation benefits or to workers’ compensation (if any). The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. The Executive represents that he has not assigned any Claim to any third party.

Return of Property. By entering into this Agreement, the Executive confirms that he has returned to the Company (or on or prior to the Date of Termination, or immediately upon request by the Company, will return), without altering, copying or deleting any Company information, all Company property, including, without limitation, any Company laptop, computer equipment, software, keys and access cards, credit cards, files and any documents (including computerized

data and any copies made of any computerized data or software) containing information concerning the Company, its business or its business relationships. After returning all Company property, the Executive agrees to delete and finally purge any duplicates of files or documents that may contain Company or customer information from any non-Company computer or other device that remains the Executive’s property after the Date of Termination, unless otherwise directed by the Company in writing.

Non-Disparagement.

Subject to the protected disclosures in Section 10 (Protected Disclosures), the Executive agrees not to make any disparaging statements (whether written, oral, through social or electronic media or otherwise) concerning the Company or any of the Company’s officers, directors, employees or agents. The Executive further agrees not to take any actions or conduct himself in any way that would reasonably be expected to affect adversely the reputation or goodwill of the Company or any of the Company’s officers, directors, employees or agents.

Continuing Obligations; Termination of Payments; Injunctive Relief. The Executive acknowledges that his right to the Severance Pay and Benefits is conditioned on his full compliance with Sections 5 through 7 of this Agreement, the MBX Biosciences, Inc. Confidentiality and Intellectual Property Assignment Agreement between the Executive and the Company dated April 9, 2019 (the “Restrictive Covenants Agreement”), and Section 8 of the Employment Agreement. The Restrictive Covenants Agreement and Section 8 of the Employment Agreement are incorporated by reference as material terms of this Agreement, and, together with Sections 5 through 7 of this Agreement, shall be referred to as the “Continuing Obligations”; provided that the Continuing Obligations shall be construed in accordance with the protected disclosures in Section 10 below. In the event that the Executive fails to comply with any of the Continuing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate payments provided under this Agreement other than the Accrued Obligations. Such termination in the event of a breach by the Executive of the Continuing Obligations shall not affect the general release in Section 4 (General Release) of this Agreement or the Executive’s obligation to comply with the Continuing Obligations and shall be in addition to, and not in lieu of, the Company’s rights to other legal and equitable remedies that the Company may have. Further, the Executive agrees that it would be difficult to measure any harm caused to the Company that might result from any breach by the Executive of any of the Continuing Obligations and that, in any event, money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if he breaches, or proposes to breach, any portion of the Continuing Obligations, then the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond, and to recover the Company’s attorneys’ fees and costs associated with any such breach by the Executive.

Incorporation of Whereas Clauses. The Parties incorporate by reference the Whereas clauses set forth above as if fully set forth herein.

Absence of Reliance. This Agreement is a legally binding document and the Executive’s signature will commit the Executive to its terms. In signing this Agreement, the Executive agrees

that he is not relying upon any promise or representations made by anyone at or on behalf of the Company.

10.

Protected Disclosures. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy limits the Executive’s ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”), including without limitation, the Equal Employment Opportunity Commission or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) discuss or disclose information about unlawful acts in the workplace; or (iv) testify truthfully in a legal proceeding. Any such communications and disclosures must not violate applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on the Executive’s behalf, the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right the Executive may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency.

11.

Time for Consideration; Effective Date. The Company advises the Executive to consult with an attorney before entering into this Agreement and the Executive has, in fact, consulted with counsel. The Executive acknowledges that he has carefully read and fully understands all of the provisions of this Agreement and that the Executive is voluntarily and knowingly entering into this Agreement. The Executive acknowledges that he has been given the opportunity to consider this Agreement for at least 21 days before executing it and, to accept this Agreement, the Executive must execute the Agreement prior to 5PM ET on July 31, 2026 (the “Consideration Period”). The parties agree that changes, whether material or immaterial, do not restart the running of the Consideration Period. To accept this Agreement, the Executive must return (via DocuSign circulated by Company counsel) a signed, unmodified original PDF version of this Agreement (via DocuSign) so that it is received at or before the expiration of the Consideration Period. If the Executive signs this Agreement before the end of the Consideration Period, the Executive acknowledges that such decision was entirely voluntary and that the Executive had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven days from the date when the Executive signs this Agreement, the Executive has the right to revoke this Agreement by written notice to Michelle Graham (mgraham@mbxbio.com), provided that such notice is delivered so that it is received at or before the expiration of the seven day revocation period. This Agreement shall not become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). Notwithstanding the foregoing, the Company may withdraw the offer of this Agreement or void this Agreement before the Effective Date if the Executive breaches any provision contained in this Agreement (including, without limitation, any of the Continuing Obligations) or engages in conduct that would constitute Cause under the Employment Agreement.

12.

Enforceability. The Executive acknowledges that, if any portion or provision of this Agreement or the Continuing Obligations shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, other than those portions or provisions as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision shall be valid and enforceable to the fullest extent permitted by law.

13.

Entire Agreement. This Agreement, including the Continuing Obligations, constitutes the entire agreement between the Executive and the Company concerning the Executive’s relationship with the Company, and supersedes and replaces any and all prior agreements and understandings between the Parties concerning the Executive’s relationship with the Company including, without limitation, the Employment Agreement (except for Sections 8, 9, and 16 which are preserved), provided that the Equity Documents shall continue to be in full force and effect in accordance with their terms, except to the extent specifically modified herein.

14.

Waiver; Amendment. No waiver of any provision of this Agreement, including the Continuing Obligations, shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to require the performance of any term or obligation of this Agreement or the Continuing Obligations, or the waiver by either Party of any breach of this Agreement or the Continuing Obligations shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. This Agreement may not be modified or amended except in a writing signed by both the Executive and a duly authorized officer of the Company.

15.

Taxes. The Company shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement and in connection with other compensation matters to the extent that it reasonably and in good faith determines that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits made to the Executive in connection with the Executive’s employment with the Company.

16.

Section 409A. The Parties intend that this Agreement will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

17.

Acknowledgment of Wage and Other Payments. The Executive acknowledges and represents that, except as expressly provided in this Agreement, the Executive has been paid all wages, bonuses, compensation, benefits and other amounts that any of the Releasees has ever owed

to the Executive. The Executive is not entitled to any bonus, incentive compensation or other compensation except as specifically set forth in this Agreement.

18.

Governing Law; Interpretation. This Agreement shall be interpreted and enforced under the laws of the State of Indiana without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the Parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either Party or the “drafter” of all or any portion of this Agreement.

19.

Consent to Jurisdiction. Section 9 of the Employment Agreement (Arbitration of Disputes) is hereby preserved and incorporated by reference into this Agreement. To the extent permitted by and consistent with Section 9 of the Employment Agreement, the Parties hereby consent to the exclusive jurisdiction of the state and federal courts of the State of Indiana. Accordingly, with respect to any such court action, the Executive (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

20.

Assignment; Successors and Assigns. Neither the Executive nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization or consolidation, into which the Company merges or to whom it transfers all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after the Date of Termination but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation).

21.

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. Electronic and pdf signatures (including via DocuSign) shall be deemed to be of equal force and effect as originals.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Agreement on the date(s) indicated below.

COMPANY:

MBX BIOSCIENCES, INC.

By: /s/ Patrick Heron

Name: Patrick Heron

Title: Director

Date: July 13, 2026______________________

EXECUTIVE:

/s/ Peter Kent Hawryluk___________________

Name: Peter Kent Hawryluk

Date: July 13, 2026______________________

EXHIBIT 10.3

EXHIBIT A

CONSULTING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into effective as of July 13, 2026 (the “Effective Date”) by and between Peter Kent Hawryluk, an individual (“Consultant”), whose address is set forth on the signature page below and MBX Biosciences, Inc., a Delaware corporation (the “Company”) (each a “Party” and collectively the “Parties”).

The Company and Consultant hereby agree as follows:

22.

Services. The Company hereby engages Consultant to provide to the Company, and Consultant agrees to provide to the Company under the terms and conditions of this Agreement, the services described on Exhibit A attached hereto and incorporated by this reference (hereinafter the “Services”).

23.

Consideration. As consideration for Consultant’s rendering the Services during the term of this Agreement, the Company shall offer Consultant compensation as set forth in Exhibit A attached hereto and incorporated herein by reference.

24.

Expenses. The Company shall reimburse Consultant for reasonable and necessary out-of-pocket expenses incurred by Consultant in the performance of the Services (the “Expenses”), provided such Expenses are approved in advance by an officer of the Company and further are supported by an itemized invoice and applicable receipts (the “Expense Documentation”). The Company shall reimburse Consultant for such Expenses within ten (10) business days of Consultant submitting the Expense Documentation to an appropriate officer of the Company.

25.

Independent Contractor. Consultant is not, nor shall Consultant be deemed to be at any time during the term of this Agreement, an employee of the Company, and therefore Consultant shall not be entitled to any benefits provided by the Company to its employees (including such items as health and disability benefits). Consultant’s status and relationship with the Company shall be that of an independent contractor. Consultant shall not state or imply, directly or indirectly, that Consultant is empowered to bind the Company without the Company’s prior written consent. Nothing herein shall create, expressly or by implication, a partnership, joint venture or other association between the Parties. Consultant shall be solely responsible for payment of all charges and taxes arising from his or her relationship to the Company as a Consultant.

26.

Cancellation of Services. Either Party may at any time terminate Consultant’s engagement hereunder and this Agreement upon ten (10) days prior written notice to the non-terminating Party; provided that the Company may terminate Consultant’s engagement hereunder and this Agreement at any time with immediate effect in the event Consultant fails or refuses to perform the Services or otherwise breaches any material provision of this Agreement.

27.

Term of Agreement; Termination. The term of this Agreement and Consultant’s Services hereunder shall commence as of the Effective Date and shall continue until August 15, 2026. Except as otherwise explicitly provided herein, the provisions of Sections 7, 9 through 16 shall survive the termination or expiration of this Agreement for any reason.

28.

Warranties of Consultant. Consultant represents to the Company that (i) with respect to any information, know-how, knowledge or data disclosed by Consultant to the Company in the performance of this Agreement, Consultant has the full and unrestricted right to disclose the same; and (ii) Consultant is free to undertake the Services required by this Agreement, and there is, and shall be, no conflict of

interest between Consultant’s performance of this Agreement and any obligation Consultant may have to other parties.

29.

Intentionally Omitted.

30.

Confidentiality. Consultant agrees to hold all Confidential Information (as hereinafter defined) of the Company (or other parties whose Confidential Information the Company has in its possession under obligations of confidentiality) in trust and strict confidence and, except as may be authorized by the Company in writing, shall not use for any purpose other than the performance of the Services under this Agreement, nor disclose such Confidential Information to any person, association, company, entity or other organization (whether for profit or not for profit). Consultant may disclose to the Company any information that Consultant would normally freely disclose to other members of the scientific community at large, whether by publication, by presentation at seminars or in informal scientific discussions.

As used herein, “Confidential Information” shall mean all knowledge and information which Consultant has acquired or may acquire as a result of, or related to, his or her relationship with the Company, including but not limited to, information concerning the Company’s business, finances, operations, strategic planning, research and development activities, products, research developments, improvements, processes, trade secrets, services, cost and pricing policies, formulae, diagrams, schematics, notes, data, memoranda, methods, know-how, techniques, inventions, and marketing strategies. Confidential Information shall also include information received by the Company from third parties under an obligation of confidentiality. Notwithstanding the foregoing sentence, but subject to Section 10, such Confidential Information does not include (i) information which is or becomes publicly available (except as may be disclosed by Consultant in violation of this Agreement), (ii) information acquired by Consultant from a third-party source other than the Company or any of its employees, Consultant or shareholders, which source legally acquired such information under no obligation of confidentiality, or (iii) information of a general nature and specifically information regarding the Company’s business and industry known to Consultant prior to advising the Company or acquired by Consultant during the term hereof by reason of his or her other business activities.

31.

Ownership of Work Product and Enforcement of Intellectual Property. Consultant shall communicate in writing and disclose to the Company promptly and fully all concepts, ideas, inventions, formulae, algorithms, software code, trade secrets, know-how, technical or business innovations, writings, discoveries, designs, developments, methods, modifications, improvements, processes, databases, computer programs, techniques, graphics or images, audio or visual works or other works of authorship and patents or patent rights created, reduced to practice, or conceived by Consultant during the term of this Agreement, which result from (i) the Services that Consultant performs for the Company or (ii) information derived from the Company or its employees, agents or other consultants (all of the foregoing herein collectively and individually called “Works”). The Works shall be and remain the sole and exclusive property of the Company whether or not patented or copyrighted and without regard to any termination of this Agreement. The Works and all related Intellectual Property Rights (as hereinafter defined) are being created at the instance of the Company and shall be deemed to be “works made for hire” under the United States copyright laws, and Consultant hereby does assign and transfer, and to the extent any such assignment cannot be made at present, will assign and transfer, to the Company and its successors and assigns, as applicable, all of Consultant’s right, title and interest in all Works and all related Intellectual Property Rights. If any Works (or any Intellectual Property Right in or related to such Works or that claim or cover such Works) do not qualify for treatment as “works made for hire,” or if Consultant retains any interest therein for any other reason, Consultant hereby assigns and transfers, and will assign and transfer, to the Company all ownership and interest in such Works and any and all Intellectual Property Rights in and to such Works or that claim or cover any such Works. Consultant will cooperate fully with the Company, both during and after his or her engagement with the Company, with

respect to the procurement, maintenance and enforcement of Intellectual Property Rights related to the Works.

As used herein, “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress, and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.

32.

Company Data. Any data or other materials furnished by the Company for use by Consultant in connection with the Services shall remain the sole property of the Company and shall be held in trust and confidence by Consultant in accordance with Section 9. Consultant shall return to the Company any and all data and other materials furnished to Consultant upon written notice to Consultant requesting such return, and in any event Consultant shall promptly return such data and materials upon termination of this Agreement and will not keep or make copies of any such data or materials.

33.

Remedies Upon Breach. Consultant understands that the restrictions contained in this Agreement are necessary for the protection of the business and goodwill of the Company and Consultant considers them to be reasonable for such purpose. Any breach of this Agreement is likely to cause the Company substantial and irrevocable damage and therefore, in the event of such breach, the Company, in addition to such other remedies which may be available, will be entitled to specific performance and other injunctive relief.

34.

Advertising. Consultant shall not in any way or in any form publicize or advertise in any manner the fact that it is performing the Services without the prior written consent of the Company.

35.

Intentionally Omitted.

36.

Notices. All notices under this Agreement will be in writing and will reference this Agreement. Notices will be deemed given when: (i) delivered personally via e-mail or otherwise; (ii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below or such other addresses designated pursuant to this Section.

If to Company:

MBX Biosciences, Inc.

275 Medical Drive, Unit 3094

Carmel, IN 46082

contracts@mbxbio.com

If to Consultant:

Peter Kent Hawryluk

Last Address on file with Company

37.

Miscellaneous. This Agreement together with all exhibits hereto, contains the entire understanding of the Parties with respect to the matters contained herein, and supersedes all proposals and agreements, written or oral, and all other communications between the Parties relating to the subject matter of this Agreement. Neither this Agreement nor any right or obligation hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of the Company. The Company may assign this Agreement to its affiliates, successors and assigns. Consultant expressly

consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ Consultant may be transferred without the necessity that this Agreement be resigned at the time of such transfer. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its conflict of laws rules. This Agreement may not be modified or amended except in a writing that is signed and executed by both Consultant and the Company. In case any provisions (or portions thereof) contained in this Agreement will, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the forgoing, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it will then appear.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date last below written.

CONSULTANT MBX BIOSCIENCES, INC.

By: By:

Name (Print): ___________________ Name (Print)

Address: Title: Date:

Date:

EXHIBIT A

Description of Services:

During the term of this Agreement, Consultant shall render such Services to and for the Company as may be reasonably requested from time to time by the Board or the Company’s Chief Executive Officer, including but not limited to transitional and strategic advisory services.

Fees and Expenses:

As sole consideration for the Services, during the term of the Agreement, the equity held by Consultant as of the date hereof shall continue to vest pursuant to the terms of the applicable equity agreement, such that there is no lapse in the provision of Services (as defined therein); provided, however, that if the Company terminates this Agreement early without Cause (as defined in the Company’s equity incentive plan), all outstanding equity awards will immediately vest as to that portion of such equity awards that would have vested had you continued to remain a consultant of the Company for the original term of this Agreement.

EX-10.4

EXHIBIT 10.4

EXHIBIT A

CONSULTING AGREEMENT

The Company and Consultant hereby agree as follows:

interest between Consultant’s performance of this Agreement and any obligation Consultant may have to other parties.

Intentionally Omitted.

10.

respect to the procurement, maintenance and enforcement of Intellectual Property Rights related to the Works.

11.

12.

13.

Advertising. Consultant shall not in any way or in any form publicize or advertise in any manner the fact that it is performing the Services without the prior written consent of the Company.

14.

Intentionally Omitted.

15.

If to Company:

MBX Biosciences, Inc.

275 Medical Drive, Unit 3094

Carmel, IN 46082

contracts@mbxbio.com

If to Consultant:

Peter Kent Hawryluk

Last Address on file with Company

16.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date last below written.

CONSULTANT MBX BIOSCIENCES, INC.

By: /s/ P. Kent Hawryluk By: /s/ Patrick Heron

Name (Print): P. Kent Hawryluk_________ Name (Print): Patrick Heron

Address: [***] Title: Director Date: July 13, 2026 Date: July 13, 2026

EXHIBIT A

Description of Services:

Fees and Expenses:

EX-10.5

EXHIBIT 10.5

RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER the MBX BIOSCIENCES, inc.
2026 INDUCEMENT PLAN

Name of Grantee:

No. of Restricted Stock Units:

Grant Date:

Pursuant to the MBX Biosciences, Inc. 2026 Inducement Plan as amended through the date hereof (the “Plan”), MBX Biosciences, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company. For the avoidance of doubt, this Award is not issued under the Company’s 2024 Stock Option and Incentive Plan, as amended from time to time, and does not reduce the share reserve under such equity plan. This Award has been granted as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The Nasdaq Stock Market LLC.

Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as follows: ______________________ (each such date, a “Vesting Date”), so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Vesting Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.

The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2.

Termination of Service Relationship. If the Grantee’s Service Relationship with the Company or a Subsidiary terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting

Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the applicable withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account of such transfer.

Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.

No Obligation to Continue Service Relationship. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in a Service Relationship with the Company or a Subsidiary and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s Service Relationship with the Company or a Subsidiary at any time.

Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.

10.

Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to, Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider

appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.

11.

Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

12.

[Clawback Acknowledgement. The Grantee acknowledges that the Grantee may become subject to the MBX Biosciences, Inc. Compensation Recovery Policy adopted pursuant to Rule 10D-1 promulgated under the Exchange Act and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Grantee understands that if the Grantee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Grantee pursuant to such means as the Company and/or the Board may elect. The Grantee agrees that the Grantee shall take all required action to enable such recovery. The Grantee understands that such recovery may be sought and occur after the Grantee’s employment or service with the Company terminates. The Grantee further agrees that the Grantee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Grantee hereby irrevocably agrees to forego such indemnification. The Grantee acknowledges and agrees that the Grantee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Grantee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a right to resign for a “good reason” for the Grantee’s resignation or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the Grantee, or (ii) to constitute a breach of a contract or other arrangement to which the Grantee is a party. This Section 12 is a material term of this Agreement.]1

1 Note to Draft: For Section 16 officers only.

MBX Biosciences, Inc.

By:

Title:

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.

Dated:

Grantee’s Signature

Grantee’s name and address:

EX-10.6

EXHIBIT 10.6

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXCLUSIVE LICENSE AGREEMENT

OF JUNE 10, 2020

between

INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY

CORPORATION

and

MBX BIOSCIENCES, INC.

This exclusive license agreement (the “Agreement”) is made and entered into as of June 10, 2020 (the “Effective Date”) by and between:

Indiana University Research and Technology Corporation (“IURTC”), a non-profit corporation organized under the laws of the State of Indiana, represented by The Trustees of Indiana University (“IU”), a body politic and corporate of the State of Indiana, having its principal offices at 107 S. Indiana Ave., Bloomington, IN 47405; and

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St, Carmel, Indiana 46032, United States.

The Parties hereby agree:

     1.

     Background: IU and Licensee are parties to that certain Master Research Agreement, effective as of April 1, 2019 (the “Research Agreement”), pursuant to which Licensee agreed to fund certain research of Richard DiMarchi, M.D., Ph.D., and further pursuant to which IU granted to Licensee an option to secure a license to intellectual property arising from such research. IURTC is the owner of certain intellectual property rights invented under the Research Agreement by Richard DiMarchi, M.D., Ph.D. and Fa Zhang, Ph.D. (the “Inventors”) at IU and generally referred to as IURTC [***] In accordance with the terms of the Research Agreement, IURTC is willing to grant licenses to these intellectual property rights provided the rights are used to further scientific research, for new product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in this Agreement.


2.	Definitions: In addition to other capitalized terms defined herein, the following words and phrases have the meanings assigned to them below.


	2.1	“Affiliate” means any entity that directly or indirectly owns or controls the applicable entity, is owned or controlled by the applicable entity, or is under common ownership or control with the applicable entity. “Own(s)” or “control(s)” means:


	2.1.1	Direct or indirect ownership of at least fifty percent (50%) of the outstanding voting securities of a corporation;


	2.1.2	The right to receive at least fifty percent (50%) of the earnings of the entity in question; or


	2.1.3	The right to control the business decisions of the entity in question.


	2.2	“Combination Product” means any Licensed Product sold or used in combination with one or more other products which are not Licensed Products.


	2.3	“Confidential Information” means (a) the terms and conditions of Articles 4 and 5, (b) information exchanged between the Parties under Articles 4, 5, 6, 9, and 10, and (c) any information disclosed pursuant to this Agreement that is designated by the disclosing Party in any reasonable manner as confidential within a reasonable time after it is delivered to the receiving Party.


	2.4	“Development Plan” means Licensee’s good faith, bona fide plan for the development, manufacture, promotion, importation, use, sale, and marketing of Licensed Products. The Development Plan will include, at a minimum, then current:


	2.4.1	[***];


	2.4.2	[***];


	2.4.3	[***]; and


	2.4.4	[***].


	2.5	“Field” means [***].


	2.6	“First Commercial Sale” means the earliest date of Sale of a Licensed Product by Licensee or Sublicensees. The transfer of Licensed Products by Licensee or Sublicensees strictly for their internal laboratory and clinical research and development purposes or beta-testing prior to regulatory approval does not constitute a First Commercial Sale, provided that Licensee or Sublicensees receive no payment or other consideration or value for such Licensed Product in excess of the actual documented costs of producing and transporting such Licensed Product.


	2.7	“Licensed Product” means any product or process whose manufacture, use, offer for Sale, Sale, importation, or practice would, absent the license granted under this Agreement, constitute an infringement of any Valid Claim in the Patent Rights.


	2.8	“Net Sales” means the gross receipts for the Sale of Licensed Products, less the following to the extent documented to IURTC and only insofar as they are included in gross receipts and are separately billed:


	2.8.1	[***];


	2.8.2	[***];


	2.8.3	[***]; and


	2.8.4	[***].

For the avoidance of doubt, transfers of a Licensed Product between any of Licensee and/or a Sublicensee for sale by the transferee shall not be considered Net Sales hereunder.

In the event that a Licensed Product is sold as a Combination Product, Net Sales, for the purposes of determining royalty payments on the Combination Product, shall mean [***].


	2.9	“Party” means individually, IURTC or Licensee. Collectively, IURTC and Licensee may be referred to as the “Parties.”


	2.10	“Patent Rights” means IURTC’s rights in:


	2.10.1	The patent applications and patents listed in Exhibit A;


	2.10.2	All U.S. patent applications claiming priority to any of the above-referenced patents or applications, including without limitation divisionals, continuations, and subject matter claimed in continuation-in-part applications that are entitled to the priority filing date of any of the above;


	2.10.3	Foreign equivalent applications claiming priority to any of the above-referenced patents or applications;


	2.10.4	Patents issuing from any of the above-referenced applications;


	2.10.5	Any of the foregoing during reissue, re-examination, opposition, or post-grant review proceedings;


	2.10.6	Reissues and re-examinations of any of the above-referenced patents; and


	2.10.7	Any extensions of or supplementary protection certificates referencing any of the above patents.


	2.11	“Sale,” “Sold,” and “Sell” mean any transaction in which a Licensed Product is manufactured, exchanged, or transferred for value, including without limitation sales, leases, licenses, rentals, provision of services through the practice of Licensed Products, and other modes of distribution or transfer of a Licensed Product. A Sale of a Licensed Product will be deemed to have been made upon the earliest of the dates on which Licensee or Sublicensees (or anyone acting as a result of, on behalf of, or for the benefit of Licensee or Sublicensees) invoices, ships, provides, or receives value for a Licensed Product.


	2.12	“Sublicense” means each agreement, however captioned, that directly or indirectly:


	2.12.1	Grants, conveys, or otherwise transfers any of the rights granted under Paragraph 3.1 of this Agreement;


	2.12.2	Agrees not to assert one or more of the Patent Rights or agrees not to sue, prevent, or seek a legal remedy for the practice of same;


	2.12.3	Has obtained the agreement from another entity not to practice the Patent Rights; or


	2.12.4	Has agreed with any other entity to do any of the foregoing, or to forbear from offering or doing any of the foregoing with any other entity, including without limitation licenses, option agreements, right of first refusal agreements, standstill agreements, settlement agreements, co-development agreements, co-promotion agreements, joint venture agreements, and other agreements.

For the avoidance of doubt, the right to “have made” granted under Paragraph 3.1 means the right to enter into an agreement with a third party for the purpose of having such third party manufacture Licensed Products solely at the direction and on behalf of Licensee (or any Affiliate or Sublicensee).


	2.13	“Sublicensee” means any third party, including any Affiliate, that enters into a Sublicense.


	2.14	“Sublicensing Revenue” means the remuneration received by Licensee under each Sublicense with a Sublicensee that is not an Affiliate in consideration for the Sublicense of Patent Rights to such Sublicensee by Licensee, including without limitation the fair market cash value of any and all non-cash consideration, including without limitation license issue fees, option fees, other licensing fees, milestone payments, minimum annual royalties, equity, or other payments of any kind whatsoever (but excluding running royalties paid by Licensee to IURTC for Net Sales by Sublicensees, payments for reimbursement of patent prosecution, defense, enforcement and maintenance and other related expenses, and payments for research, development or commercialization activities), irrespective of whether such revenues are received in the form of cash, barter, credit, stock, warrants, release from debt, goods or services, licenses back, and/or a premium on the sale of equity (i.e., payments for equity that exceed the pre-Sublicense value), it being understood that payments for equity that do not exceed the pre-Sublicense value shall not be included in Sublicensing Revenue.


	2.15	“Term” means the period commencing on the Effective Date and continuing until the expiration of the last of the Patent Rights unless earlier terminated in accordance with this Agreement.


	2.16	“Territory” means [***].


	2.17	“Valid Claim” means (a) a claim of an issued and unexpired patent which has not been revoked or held unenforceable or invalid by a final decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, or (b) a claim of a pending patent application that was filed and has been prosecuted in good faith and has not been (i) cancelled, withdrawn, abandoned or finally disallowed without the possibility of appeal or refiling of such application, or (ii) pending for more than five (5) years since such claim was first presented or is the result of amending another claim pending for more than five (5) years (either in the same application or in another application in the same jurisdiction) so as to add or delete an obvious limitation, so as to make a trivial or nonsubstantive change, or so as to change a matter of form.


3.	Grant:


	3.1	Subject to the terms and conditions of this Agreement, IURTC hereby grants to Licensee and Licensee hereby accepts an exclusive, royalty bearing license under the Patent Rights in the Field to make, have made, use, have used, offer to sell, have offered for sale, sell, have sold, import and have imported Licensed Products in the Territory. IURTC acknowledges and agrees that, during the Term, it shall not directly or indirectly grant any licenses or other rights inconsistent with this Paragraph 3.1.


	3.2	Subject to the terms of this Paragraph 3.2, Licensee may grant Sublicenses to third parties, including any Affiliate of Licensee, under the license granted to Licensee in Paragraph 3.1. Any Sublicense granted by Licensee shall be considered a “First Tier Sublicense”, and such sublicensee shall be considered a “First Tier Sublicensee”, in each case, for purposes of this Paragraph 3.2. These First Tier Sublicenses may, in Licensee’s sole discretion, include the right to grant further Sublicenses to third parties, including any Affiliate of Licensee, under any or all of the Patent Rights (each a “Second Tier Sublicense”, and such sublicensee shall be considered a “Second Tier Sublicensee”, in each case, for purposes of this Paragraph 3.2.) Any such Second Tier Sublicenses shall comply with the terms of this Paragraph 3.2 and expressly prohibit the issuance of further Sublicenses under any or all of the Patent Rights. For clarification, the Parties agree that an Affiliate has no rights hereunder unless granted a Sublicense in accordance with this Paragraph 3.2. Notwithstanding anything in the foregoing to the contrary, (i) Sublicenses granted by Licensee to any Affiliate of Licensee shall not count towards the tiered sublicensing described above, and (ii) any such Affiliates shall not be deemed First Tier Sublicensees or Second Tier Sublicensees for purposes of this Paragraph.


	3.2.1	For each proposed Sublicensee, Licensee must first provide written notice to IURTC at least [***] prior to granting a Sublicense to such proposed Sublicensee.


	3.2.2	Each Sublicense must be issued in writing and contain terms and conditions that:


	3.2.2.1	Name IURTC and IU as third party beneficiaries; and


	3.2.2.2	Include all of the rights of IURTC and IU and require the performance of obligations due to IURTC and IU (and, if applicable, the U.S. Government under 35 U.S.C. §§ 200-212) consistent with those set forth in this Agreement.


	3.2.3	Licensee will deliver to IURTC a copy of each Sublicense and any amendments thereto within [***] of each execution, along with Licensee’s representation and warranty that no prior, contemporaneous, planned, or proposed contractual relationships contain consideration to Licensee or Sublicensee reasonably attributable to the sublicensed rights, other than as set forth in the applicable Sublicense. If the original Sublicense is written in a language other than English, the copy of the Sublicense and all exhibits thereto will be accompanied by a complete translation written in English that Licensee represents and warrants will be a true and accurate translation of the Sublicense and its exhibits. Licensee will also promptly notify IURTC upon the termination of each Sublicense. The terms of any Sublicense shall be Confidential Information of Licensee.


	3.2.4	Licensee agrees to be fully responsible for the performance of Sublicensees and liable for their compliance hereunder. In the event of any act or omission by a Sublicensee that would be a breach of this Agreement if imputed to Licensee, Licensee will use commercially reasonable efforts to cause such Sublicensee to cure such breach in accordance with Paragraph 13.3 of this Agreement. In the event such efforts are unsuccessful and such breach remains uncured, Licensee will terminate such Sublicense; otherwise, if such Sublicense is not terminated, then Sublicensee’s breach will be deemed to be a breach by Licensee of this Agreement.


	3.3	IURTC and IU retain the right to (a) practice and use the Patent Rights for educational, research, and patient care and treatment purposes, provided that such purposes are non-commercial, which includes research conducted that may be sponsored by commercial entities so long as such commercial entities (other than Licensee) are not granted rights in any intellectual property that may arise from such research involving the use of the Patent Rights and (b) permit other non-profit and academic entities to practice and use the Patent Rights for all of the same foregoing non-commercial purposes. For the avoidance of doubt, in no event shall IURTC or IU use, or authorize any third party to use, the Patent Rights except as authorized under this Paragraph 3.3. Licensee agrees not to directly or indirectly restrict the rights of IU, other non-profit or academic entities, or their respective faculty, staff, students, or employees from publishing the results of their research or transferring materials related to the Patent Rights, to the extent such research or material transfer is encompassed within the rights retained by IURTC and IU under this Paragraph 3.3.


	3.4	This Agreement provides Licensee and Sublicensees no ownership rights of any kind in the Patent Rights or any Confidential Information provided by or on behalf of IURTC or IU. All rights, titles, and interests in and to tangible and/or intangible property of IURTC or IU, including without limitation those rights expressly reserved in Paragraph 3.3 and ownership of the Patent Rights and any Confidential Information provided, remain the property of IURTC or IU. Nothing in this Agreement will be construed as a sale thereof or conferring, by implication, estoppel, or otherwise, upon Licensee, Sublicensees, or any party in privity with or any customer of any of the foregoing, any right, title, or interest of IURTC or IU except as expressly granted in Paragraphs 3.1 and 3.2.


	3.5	In accordance with 35 U.S.C. §§ 200-212, 37 C.F.R. Part 401, and in the relevant government research contracts with IU and applicable U.S. statutes, the U.S. Government retains certain rights and may impose certain requirements with respect to subject inventions as that term is defined therein. To the extent applicable, such rights and requirements include without limitation: (a) the grant of a nonexclusive, non-transferable, irrevocable, fully paid-up license to practice or have practiced for or on behalf of the government the subject inventions throughout the world and (b) the requirement that subject inventions and products produced through the use of subject inventions that are used or sold in the U.S. be manufactured substantially in the U.S. The rights granted in this Agreement are expressly made subject to these laws and regulations as they may be amended from time to time, and Licensee agrees to comply and enable IURTC and IU to comply with all such applicable laws and regulations, including without limitation to submit information requested by IURTC to satisfy IU’s reporting requirements in connection therewith. Upon written request by Licensee, IURTC agrees to exercise reasonable efforts to submit requests on behalf of Licensee for the waiver of any U.S. manufacturing obligations in accordance with 35 U.S.C. §204.


	3.6	Licensee will mark (a) all Licensed Products Sold in the U.S. with the applicable Patent Rights and in a manner consistent with 35 U.S.C. § 287(a) and (b) all Licensed Products Sold in other countries with the applicable Patent Rights in a manner consistent with the laws and regulations then applicable in each such country. Licensee acknowledges that it will be liable to IURTC for infringement damages lost due to a failure to mark Licensed Products and/or the improper or defective marking of the Patent Rights.


4.	Diligence: Licensee agrees to use commercially reasonable efforts, itself or through one or more Sublicensees, to develop, promote, and Sell a Licensed Product in the Field within the Territory in accordance with the terms and conditions of this Agreement and applicable laws and regulations.


	4.1	Within [***] of the Effective Date, Licensee will provide IURTC with a Development Plan. No later than January 31 of each subsequent year during the Term, Licensee will provide IURTC with written updates to the Development Plan. The updates will summarize in reasonable detail the progress achieved during the previous year, any problems encountered in the development, evaluation, testing, pre-production manufacturing, First Commercial Sale, and/or initial marketing of each Licensed Product, and plans for the future regarding the foregoing. Upon reasonable request by IURTC, Licensee will consult with IURTC about tasks, schedules, and progress.


	4.2	Licensee will (a) achieve, directly or through Sublicensees, the following commercial goals by the dates set forth below and (b) provide IURTC with evidence of the achievements of such goals within [***] after the corresponding date:


	4.2.1	[***]


	4.2.2	[***]


	4.2.3	[***]

Licensee may extend the date to achieve any of the foregoing goals by [***] prior to the then-current deadline for such goal. If Licensee fails to timely exercise any available extensions or fails to achieve any of the foregoing goals after exercising any available extensions, IURTC may terminate this Agreement in accordance with Paragraph 13.3. At the request of Licensee, IURTC agrees to negotiate in good faith any reasonable proposals from Licensee to further extend the applicable deadline in light of Licensee’s experience in implementing the development of Licensed Products within the [***] cure period set forth in Paragraph 13.3. If the Parties are unable to come to an agreement following such [***] cure period and such goal has still not been achieved by Licensee, then IURTC will terminate this Agreement by providing written notice of such termination to Licensee.


5.	Financial Consideration:


	5.1	Issue Fee: Licensee will pay to IURTC [*] within [] of the Effective Date and [] upon [*] of the Effective Date.


	5.2	Licensee will pay to IURTC royalties as follows:


	(a)	Within [***] of the end of each calendar year in which Net Sales occur, Licensee will pay to IURTC a running royalty as follows:

Royalty on Net Sales by Licensee and Sublicensees



Net Sales Per Calendar Year		Royalty
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]


	(b)	To the extent that Licensee or any of its Sublicensees is obligated to pay a non-Affiliate third party (other than IURTC) any amounts in consideration for intellectual property owned or controlled by such non-Affiliate third party, which intellectual property is licensed by Licensee or any of its Sublicensees in order to manufacture, use, import, offer for sale, or sell a Licensed Product (“Third Party Payment”), Licensee and its Sublicensees may deduct from any royalty due to IURTC hereunder such Third Party Payment up to [***] of the running royalties owed in any calendar year hereunder, provided that:


	(i)	On an ongoing basis and prior to reduction of any royalty due to IURTC for a given calendar year, Licensee first provides written evidence to IURTC of Licensee’s or any of its Sublicensees’ payment obligations to such third party for such calendar year demonstrating that such payment obligation is in consideration for intellectual property owned or controlled by such non-Affiliate third party and licensed by Licensee or any of its Sublicensees in order to manufacture, use, import, offer for sale, or sell a Licensed Product.


	(c)	If the manufacture, use or sale of any Licensed Product is covered by more than one of the Patent Rights, multiple royalties shall not be due.

      
     (d)

     The royalty obligations shall continue on a country-by-country basis as to each Licensed Product, until the expiration or termination of the last to expire of a Valid Claim within Patent Rights that covers such Licensed Product in that country.


	5.3	On the first day of the calendar year following each applicable calendar year, Licensee will pay to IURTC an annual maintenance fee according to the table below:



Calendar Year		Maintenance Fee
[***]		[***]
[***]		[***]
[***]		[***]
[***]		One hundred thousand dollars ($100,000)

Maintenance fee payments may be credited toward payments due to IURTC under Paragraphs 5.2, 5.4, and 5.5 but only for those payments that accrue in the same calendar year with respect to which the maintenance fee was due and paid.


	5.4	Within [***] of the end of each calendar quarter in which Licensee receives Sublicensing Revenue, Licensee will pay to IURTC a percentage of Sublicensing Revenue according to the table below:



Effective date of Sublicense		Percentage of Sublicensing Revenue
[***]		[***]
[***]		[***]

For Net Sales arising from Sublicenses, Licensee will pay IURTC the lower of (a) [***] or (b) [***]. For the avoidance of doubt, with respect to Net Sales arising from Sublicenses, Licensee shall not be required to pay to IURTC payments under both Paragraph 5.2 and this Paragraph 5.4.

If Sublicense Revenue is attributable to intellectual property owned by Licensee or a third party and not licensed in this Agreement, the share of Sublicensing Revenue will be adjusted as agreed between the Parties by relative value attributed to such Licensee or third party intellectual property.


	5.5	Licensee will promptly notify IURTC of the achievement of a performance milestone identified in the table below. Licensee will pay to IURTC the performance milestone payment according to the table below:



Performance Milestone		Payment
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

Each of the above milestone payments will be paid only [***].

Should Licensee receive Sublicensing Revenue for a Sublicensee’s achievement of a particular performance milestone, Licensee will pay to IURTC [***] or [***], but for the avoidance of doubt, Licensee will not be required to pay to IURTC payments under both Paragraph 5.4 and this Paragraph 5.5 with respect to Sublicensee’s achievement of such performance milestone.


6.	Payment and Reports:


	6.1	All dollar ($) amounts referred to in this Agreement are expressed in U.S. dollars. All payments to IURTC (a) are non-refundable, (b) may not be placed in escrow, and (c) will be made in U.S. dollars by check or electronic transfer without deduction of any transfer, exchange, or other fees.


	6.1.1	IURTC [***] and the purpose of the payment will be included with the check or wire transfer information.


	6.1.2	All payments due under this Agreement will be paid in U.S. dollars with any conversion of foreign currency made at the conversion rate published in the Eastern edition of The Wall Street Journal as of the last business day in the U.S. of the applicable payment period.


	6.2	Licensee will deliver to IURTC, with each payment made under Paragraph 6.1, a written report describing the purpose of the payment and setting forth the calculation of the payment being made to IURTC, including without limitation the following:


	6.2.1	For payments under Paragraph 5.2, [***];


	6.2.2	For payments under Paragraphs 5.2, 5.4, and 5.5, [***];


	6.2.3	For payments under Paragraphs 5.2, 5.4, and 5.5, [***]; and


	6.2.4	For payments under Paragraph 5.4, [***].


	6.3	Licensee will maintain complete, continuous, and accurate books of account and records sufficient to enable IURTC to verify the amounts paid under this Agreement, and for otherwise verifying the performance hereunder and compliance herewith by Licensee and Sublicensees. The books and records will be maintained for [*] following the calendar quarter after submission of the reports required by Paragraph 6.2. Upon reasonable notice by IURTC and during normal business hours, Licensee will give IURTC (or auditors or inspectors appointed by and representing IURTC) access to all books and records, including without limitation for Sales of Licensed Products, to conduct an audit or review of those books and records at the expense of IURTC. This access will be available [] during the Term and for the [] thereafter. Any underpayment will be promptly paid, with interest as set forth in Paragraph 6.4, to IURTC. Any overpayment will be []. If the audit or review reflects an erroneous payment [**] for any calendar quarter, then Licensee will promptly reimburse IURTC for the reasonable costs and expenses of the accountants and auditors in connection with the review and audit. Licensee’s books and records, and all information learned or accessed under this Paragraph 6.3, shall be Licensee’s Confidential Information.


	6.4	All payments not paid by Licensee to IURTC when due will accrue interest, from the due date until payment is received by IURTC, at an annual rate equal [*] (or the maximum allowed by law, if less). In the event of default in payment, collection agency’s fees of the delinquent balance and out-of-pocket attorney fees plus any applicable court costs will be added to the amount due to IURTC. Licensee will reimburse IURTC within [*] of each invoice for all such costs.


	6.5	Any taxes required to be withheld by Licensee from payments due under this Agreement to comply with the tax laws of the U.S. or any other country will be promptly paid by Licensee to the appropriate tax authorities, and Licensee will furnish IURTC with original tax receipts or other appropriate evidence issued by the appropriate tax authorities sufficient to enable IURTC to support a claim for income tax credit or refund with respect to any sum so withheld.


7.	Confidentiality:


	7.1	During the Term and for a period of [***]thereafter, the receiving Party agrees to maintain in secrecy and not disclose to any third party any Confidential Information received. The receiving Party will use the Confidential Information received solely as necessary to perform its obligations and exercise its rights in accordance with the terms and conditions of this Agreement.


	7.2	The confidentiality obligations set forth above apply to all or any part of Confidential Information except to the extent that such information:


	7.2.1	Is or becomes part of the public domain through no fault of the receiving Party;


	7.2.2	Was known to the receiving Party before disclosure by the disclosing Party as established by documentary evidence;


	7.2.3	Is identical subject matter originally and independently developed by the receiving Party’s personnel without knowledge, use of, or access to any Confidential Information as established by documentary evidence; or


	7.2.4	Was disclosed to the receiving Party without restriction by a third party having a right to make the disclosure.


	7.3	Notwithstanding the other terms of this Article 7:


	7.3.1	IURTC may report consideration received under this Agreement and Licensee’s progress under Article 4, including without limitation providing Development Plans and reports, to IU, the Inventors, and to the U.S. Government under Paragraph 3.5; and


	7.3.2	The receiving Party may disclose Confidential Information when required by law, regulation, or court order, provided that the receiving Party (a) provides reasonable prompt prior notice to the disclosing Party to allow the disclosing Party an opportunity to obtain a protective order or other remedy, (b) consults with the disclosing Party regarding any legitimate basis on which the receiving Party might resist or narrow its response to the request, and (c) discloses only such Confidential Information that the receiving Party is legally compelled to disclose. Notwithstanding the foregoing, Licensee acknowledges and agrees that IU is subject to the Indiana Access to Public Records Act, I.C. 5-14-3-1 et seq. (“ARPA”) and that disclosure of some or all Confidential Information provided to IU pursuant to this Agreement, and the Agreement itself, may be compelled pursuant to ARPA.


	7.4	Licensee will not use or permit the use of the name of IURTC, IU, or any employee thereof or use the trademarks, including without limitation logos, of any of the foregoing for any commercial, advertisement, or promotional purpose without the prior written consent of IURTC. Neither IURTC nor IU shall use or permit the use of the name of Licensee, any Sublicensee, or any employee thereof or use the trademarks, including without limitation logos, of any of the foregoing for any commercial, advertisement, or promotional purpose without the prior written consent of Licensee. Notwithstanding the foregoing, each Party may state that Licensee licensed from IURTC one or more of the patent applications and/or patents in the Patent Rights, list Inventor names and their affiliation with IU, and describe the type and extent of licenses. For clarification, the foregoing does not limit either Party’s ability to comply with disclosure requirements of all applicable laws relating to its business, including, without limitation, United States and state securities laws.


8.	Representations and Warranties:


	8.1	IURTC represents and warrants that:


	8.1.1	It has the authority to enter into this Agreement and that the person signing on its behalf has the authority to do so; and


	8.1.2	To the best of its knowledge, it is the owner of the Patent Rights (and, in the case of Patent Rights in existence as of the Effective Date, the sole and exclusive owner) subject to any rights retained by the U.S. Government by operation of law, and that it has the authority to grant the license set forth herein; and


	8.1.3	Prior to the Effective Date it has not granted, or assumed any obligation to grant, any rights in the Patent Rights to any third party that would conflict with the rights granted to Licensee herein.


	8.2	Licensee represents and warrants that:


	8.2.1	It is a corporation duly organized, existing, and in good standing under the laws of the State of Delaware;


	8.2.2	The execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action on the part of Licensee and that the person signing this Agreement on behalf of Licensee has the authority to do so;


	8.2.3	The making, exercising of any right, or performance of any obligation under this Agreement does not violate any separate agreement it has with a third party, and in so acting, Licensee will not breach the terms and conditions of this Agreement or fail to comply with applicable laws, regulations, and court orders;


	8.2.4	It is not a party to any agreement or arrangement that would prevent it from performing its duties and fulfilling its obligations under this Agreement;


	8.2.5	It has and will maintain the insurance coverage required under this Agreement;


	8.2.6	It will obtain any additional licenses from any third party needed to perform and fulfill its duties and obligations under this Agreement;


	8.2.7	Each IU employee that is employed by, is affiliated with, and/or possesses a financial interest in Licensee has received conflict of interest and/or conflict of commitment approval from IU in accordance with all applicable IU policies;


	8.2.8	There is no pending litigation and no threatened claims against it that could impair its ability or capacity to perform and fulfill its duties and obligations under this Agreement; and


	8.2.9	As of the Effective Date, it is a “small” entity as defined in 37 CFR § 1.27, and it will promptly notify IURTC of any change to its entity status through acquisition, addition of employees, sublicensing this Agreement, or any other mechanism.


	8.3	EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IURTC PROVIDES THE PATENT RIGHTS “AS IS.” EXCEPT AS PROVIDED IN THIS AGREEMENT OR IN THE RESEARCH AGREEMENT, IURTC MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND IU ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING WITHOUT LIMITATION:


	8.3.1	A warranty or representation as to the validity, scope, enforceability, or efficacy of the Patent Rights;


	8.3.2	A warranty or representation that the exercise of any rights granted in this Agreement, including without limitation practicing the Patent Rights, does not or will not infringe patents, copyrights, trademarks, trade secrets or other tangible or intangible property rights of third parties;


	8.3.3	A warranty or representation of operability, that development of a Licensed Product is possible, or to safety, effectiveness, or commercial viability of Licensed Products;


	8.3.4	An obligation to bring or prosecute actions or suits against third parties for infringement of the Patent Rights;


	8.3.5	A grant, by implication, estoppel, or otherwise, of any licenses or rights under patents or other intellectual property rights other than the rights expressly granted herein to the Patent Rights regardless of whether such patents or other intellectual property rights are dominant or subordinate to the Patent Rights;


	8.3.6	Directly or indirectly operating or applying as a waiver of sovereign immunity by IU or the State of Indiana;


	8.3.7	Imposing any obligation or any liability on any party contrary to the laws of the State of Indiana; and


	8.3.8	IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OF THE PATENT RIGHTS OR ANY LICENSED PRODUCTS FOR ANY PURPOSE.


	8.3.9	IURTC and IU will not be liable, including without limitation to Licensee, Sublicensees, and any respective affiliates, successors, assigns, independent contractors, and agents, or to any third party regarding any claim arising from or relating to the exercise of any right granted by

      
     IURTC hereunder, including without limitation Licensee’s use of the Patent Rights, except to the extent arising from any breach by IURTC of this Agreement; or from the manufacture, use, or importation of products, except to the extent arising from any breach by IURTC of this Agreement. In no event shall either Party be liable to the other for any claim for loss of profits or loss or interruption of business; or for indirect, special, exemplary, punitive, or consequential damages of any kind. The above limitations on liability apply even if advised of the possibility of such damages.


	8.4	The rights granted to Licensee under this Agreement are contingent upon Licensee’s compliance with all applicable laws and regulations, including without limitation the U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations (ITAR), U.S. Foreign Corrupt Practices Act, and various economic sanctions programs administered by the U.S. Department of Treasury. Among other things, the transfer of certain technical data and commodities may require a license from the cognizant agency of the U.S. Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. IURTC and IU do not represent that a license is not required, or that, if required, such a license will be issued.


9.	Prosecution of Patent Rights:


	9.1	IURTC will prepare, file, prosecute, defend, and maintain the Patent Rights at the discretion of Licensee and in accordance with the terms and conditions herein using attorneys of IU’s choosing that are reasonably acceptable to Licensee. IURTC will instruct its attorneys (a) to obtain final decisions from Licensee regarding the preparation, filing, prosecution, defense, and maintenance of the Patent Rights and (b) to seek IURTC’s comments and suggestions, which Licensee will consider, prior to taking material actions for the same.


	9.2	IURTC will authorize Licensee to communicate directly with IURTC’s patent counsel, with copies of all such communications provided to IURTC. All information exchanged among IURTC’s counsel, the Parties, and/or the Inventors regarding the preparation, filing, prosecution, issue, defense, or maintenance of the Patent Rights will be deemed Confidential Information. In addition, the Parties acknowledge and agree that, with regard to such preparation, filing, prosecution, issue, defense, and maintenance of the Patent Rights, the interests of the Parties as licensor and licensee are to obtain the strongest and broadest patent protection possible, and as such, are aligned and legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights, including without limitation privilege under the common interest doctrine and similar or related doctrines.


	9.3	Licensee will reimburse IURTC for costs and expenses incurred by IURTC prior to the Effective Date relating to the preparation, filing, prosecution, defense, and maintenance of the Patent Rights within [*] after the Effective Date. As of the Effective Date, IURTC has incurred approximately [*] for such patent-related costs and expenses.


	9.4	Licensee will reimburse IURTC for all documented costs and expenses properly incurred by IURTC in accordance with this Article 9 during the Term relating to the preparation, filing, prosecution, defense, and maintenance of the Patent Rights within [***] of receipt of billing invoices for such costs and expenses.


	9.5	Notwithstanding anything to the contrary herein:


	9.5.1	IURTC may request written confirmation from Licensee that it will satisfy its reimbursement obligations for any particular fees or expenditures for the Patent Rights at least [***] in advance of the date on which such expenditure is to be made or such fee is due to be paid. If Licensee elects not to pay in accordance with Paragraph 9.6 or fails to respond, then such Patent Rights will be removed from the Agreement, the license granted to Licensee for those patent applications or patents in the Patent Rights will terminate, the definition of Patent Rights will be unilaterally amended to exclude such rights, and IURTC will be free, at its sole discretion and without any further obligation to Licensee, to prosecute, maintain, license, or abandon such former Patent Rights for the sole use and benefit of IURTC and at IURTC’s expense;


	9.5.2	In addition, IURTC may, at its sole discretion, require payment of a reasonable retainer from Licensee prior to payment of any fees or other direct costs paid on behalf of IURTC for the Patent Rights to any patent office;


	9.5.3	Should Licensee become delinquent at any time for the reimbursement of patenting costs, IURTC may, at its sole discretion, require Licensee to pay in advance of all future actions undertaken by counsel regarding the Patent Rights; and


	9.5.4	In addition to and not in lieu of its other rights and remedies hereunder, IURTC will have no obligations to Licensee under this Article 9 if Licensee is delinquent in its payments.


	9.6	If Licensee elects not to incur fees or expenditures for any Patent Rights, Licensee will give IURTC written notice of such election at least [*] in advance of the date on which such expenditure is to be made or such fee is due to be paid. Upon IURTC’s receipt of such notice, or if any payment due under this Article 9 is delinquent for more than [*], the license granted to Licensee for those patent applications or patents in the Patent Rights will terminate, the definition of Patent Rights will be unilaterally amended to exclude such rights, and IURTC will be free, at its sole discretion and without any further obligation to Licensee, to prosecute, maintain, license, or abandon such former Patent Rights for the sole use and benefit of IURTC and at IURTC’s expense.


	9.7	The Parties agree that the Patent Rights will be extended by all means provided by U.S. or foreign law or regulation, including without limitation extensions provided under U.S. law at 35 U.S.C. §§ 154(b) and 156 and foreign supplementary protection certificates. Licensee hereby agrees to provide IURTC with all necessary assistance in securing such extension, including without limitation providing all information regarding applications for regulatory approval, approvals granted, and the timing of same. Licensee acknowledges that extension under 35 U.S.C. § 156 must be applied for within [*] of the date that a Licensed Product receives permission under the provision of law under which the applicable regulatory review period occurred for commercial marketing or use, and that Licensee’s failure to promptly provide the necessary information or assistance during such [*] period will cause serious injury to IURTC, for which Licensee will be liable at law. The Parties will also cooperate in selecting the Licensed Product each supplementary protection certificate referencing the Patent Rights will list.


10.	Third Party Infringement:


	10.1	Each Party will give prompt written notice to the other Party of any known or suspected infringement of the Patent Rights, after which Licensee shall have the first and exclusive right, but not the obligation, under its own control and at its sole expense, to attempt to abate any infringement of the Patent Rights in the Field and the Territory. Licensee may initiate and prosecute actions against third parties for infringement and/or unfair trade practices through outside counsel of its choice, and upon receipt of IURTC’s written consent, such consent not to be unreasonably withheld, may do so in IURTC’s name. Licensee will consult with IURTC prior to and in conjunction with all significant issues regarding such action including without limitation settlement thereof, will keep IURTC informed of all proceedings, and will provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Licensee in prosecuting any such actions, including joining such action as a party plaintiff if IURTC is a necessary and indispensable party for initiation or continuation of such action, and will be reimbursed by Licensee for its reasonable and documented out-of-pocket expenses, which IURTC will only be required to expend if Licensee has approved same for reimbursement. Absent IURTC’s prior written consent, Licensee will not settle or compromise any claim or action in a manner that admits the fault of or creates any obligation on IURTC, IU, or any Inventor, provided that Licensee shall have the right to grant Sublicenses in connection with any such settlement or compromise in accordance with Paragraph 3.2 hereof.


	10.2	Any damages recovered under Paragraph 10.1, including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney fees, will first be applied to reimbursement of Licensee’s reasonable costs, expenses, and legal fees, including without limitation amounts Licensee has reimbursed or must reimburse to IURTC. The remaining balance of such damages will be retained by Licensee, subject to payment to IURTC of an amount equal to royalties payable hereunder by treating such remaining recovery as “Net Sales” hereunder.


	10.3	If Licensee fails or declines to take any action under Paragraph 10.1 within [***] after learning of third party infringement or unfair trade practices, IURTC will have the right, but not the obligation, to take appropriate actions against any such third party at its sole expense and to retain all recovered damages. In such instances, Licensee will cooperate as requested by IURTC, including without limitation joining in an action and will be reimbursed by IURTC for its reasonable and documented out-of-pocket expenses, which Licensee will only be required to expend if IURTC has approved same for reimbursement.


11.	Indemnification:


	11.1	Licensee will, and will require Sublicensees to, indemnify, defend, and hold harmless IURTC, IU, and their respective affiliates, board of directors, trustees, employees, faculty, staff, students, Inventors, successors, assigns, independent contractors, and agents (collectively, the “Indemnitees”) from and against any and all judgments, liabilities, losses, damages, actions, claims, costs, or expenses, including without limitation all reasonable attorney fees and costs, incurred by the Indemnitees (collectively, “Claims”) arising out of or relating to the exercise by Licensee or a Sublicensee of any rights conveyed under this Agreement and/or Sublicense, breach of any term or condition under this Agreement and/or Sublicense by Licensee or a Sublicensee, and/or the negligence, willful malfeasance, and/or willful misconduct by Licensee, Sublicensees, and/or their successors or assigns, including without limitation:


	11.1.1	The use of any Patent Rights by Licensee or a Sublicensee, including without limitation in the design, development, production, manufacture, sale, offer for sale, use, importation, exportation, lease, marketing, or promotion of any Licensed Product;


	11.1.2	Product liability, injury or death to any person, damage to property, or any injury to business, including without limitation business interruption or damage to reputation, arising out of and/or relating to the use of the Patent Rights by Licensee or a Sublicensee, or the use of a Licensed Product; and


	11.1.3	Any third party claim that any use of Confidential Information delivered by Licensee to IURTC, or development, provision, or use of Licensed Products violates or infringes a third party’s intellectual property rights.

Licensee will have no obligations under this Article 11 with respect to any Claims to the extent arising from an Indemnitee’s breach of this Agreement, violation of applicable law, negligence or willful misconduct.


	11.2	Licensee at its sole expense will defend Indemnitees in accordance with this Article 11. Licensee will have the right to conduct and control the defense of such actions, through outside counsel of its choice which is reasonably acceptable to IURTC. Licensee will consult with IURTC prior to and in conjunction with all significant issues, will keep IURTC informed of all proceedings, and will provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Licensee in defending any such actions, and the Indemnitees may be represented by counsel of its choosing at its expense. Licensee will not settle or compromise any claim or action in a manner that admits the fault of, imposes restrictions on, or creates obligations on the Indemnitees or requires any admission of liability by the Indemnitees.


	11.3	If Licensee fails to defend a claim or action within [***] of learning of the same, in addition to and not in lieu of other rights and remedies, IURTC may assume the defense for the account of and at the risk of Licensee, and any resulting liability, including without limitation attorney fees, will be deemed conclusively to be a liability of Licensee.


12.	Insurance:


	12.1	Licensee will, and will require Sublicensees to, obtain and maintain commercial general liability insurance with a reputable and financially secure insurance carrier prior to clinical testing, making, having made, using, importing, offering to Sell, or Selling any Licensed Product or engaging in any other act involving any Licensed Product or the Patent Rights.


	12.1.1	The insurance will identify the Indemnitees as additional insureds and will provide that the carrier will notify IURTC in writing [***] prior to cancellation or material change in coverage.


	12.1.2	The insurance will include coverage for product liability, contractual liability, clinical trials liability if any such trial is performed, and all other coverages standard for such policies with a minimum of:


	12.1.2.1	[*] per occurrence and [] annual aggregate to cover activities of the Licensee through the period of development of the Licensed Product for Sale. Such insurance will additionally include errors and omissions insurance with [**] per occurrence; and


	12.1.2.2	[*] per occurrence and [] annual aggregate prior to any offer of the Licensed Product for Sale. Such insurance will additionally include errors and omissions insurance with [**] per occurrence.


	12.1.3	Insurance policies purchased to comply with this Article 12 will be kept in force for [***] after the last Sale of Licensed Product.


	12.2	Licensee will obtain, keep in force and maintain worker’s compensation insurance as legally required in the jurisdiction in which Licensee is doing business.


	12.3	At IURTC’s request, Licensee will provide IURTC with a certificate of insurance and notices of subsequent renewals for its insurance and that of Sublicensees.


	12.4	The specified minimum coverages and other provisions of this Article 12 do not constitute a limitation on Licensee’s obligations to indemnify the Indemnitees under this Agreement.


13.	Term and Termination:


	13.1	This Agreement is effective on the Effective Date and continues for the Term unless earlier terminated in accordance with this Agreement. Time is of the essence for Licensee make payments and reports thereon.


	13.2	Licensee may terminate this Agreement with or without cause on [*] written notice to IURTC. The rights granted by IURTC herein, including without limitation in Article 3, will terminate and automatically revert to IURTC at the end of []. Upon termination by Licensee pursuant to this Paragraph 13.2, Licensee may continue to Sell any Licensed Products made during the Term for a period [] after the Term on the condition that Licensee (a) [] and (b) [**]


	13.3	IURTC may terminate this Agreement in whole or in part on [*] written notice to Licensee upon Licensee’s material breach of this Agreement, which breach is not cured by Licensee within such [*] period.


	13.4	To the extent not prohibited by applicable law, Licensee agrees that in the event Licensee by its own actions or the action of any of its shareholders or creditors files or has filed against it, with an order for relief being entered, a case under the U.S. Bankruptcy Code of 1978, as previously or hereafter amended, IURTC will be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, on or against the exercise of the rights and remedies available to IURTC. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief. Licensee further agrees that IURTC, at its sole discretion, may immediately terminate this Agreement by means of a written notice to Licensee in the event that a creditor or other claimant takes possession of, or a receiver, administrator, or similar officer is appointed over any of the assets of Licensee, or in the event that Licensee makes any voluntary arrangement with its creditors or becomes subject to any court or administration order under any U.S. bankruptcy proceedings or insolvency law. Licensee will promptly inform IURTC of its intention to file a voluntary petition in bankruptcy or of another’s communicated intention to file a voluntary petition in bankruptcy.


	13.5	Upon termination of this Agreement, Licensee will promptly notify all Sublicensees of such termination. Any Sublicensee in compliance with its Sublicense and evidencing to IURTC its ability to meet the requirements of this Agreement has the right to enter into a written license agreement with IURTC through which such Sublicensee will become bound to IURTC on substantially the same terms and conditions, including without limitation financial terms, as Sublicensee was bound to Licensee under the Sublicense, but only to the extent that

      
     each financial term is no less favorable to IURTC than those set forth in this Agreement, and provided that the Sublicense does not impose any obligations on IURTC in excess of those imposed under this Agreement. If any Sublicensee desires to enter into such a license agreement, it will be wholly the responsibility of that Sublicensee to notify IURTC of such desire within [***] after the effective date of termination of this Agreement. IURTC hereby agrees to enter into such written license agreement, with modifications negotiated in good faith as is reasonably necessary to accommodate the functional and structural differences between Licensee and IURTC. Time is of the essence for a Sublicensee to provide notice of its desire for such license and to negotiate in good faith in a timely manner to effectuate a license. Failure of a Sublicensee to timely provide such notice or enter into such license will automatically result in the termination of all rights granted thereunder or hereunder, including without limitation any obligation of IURTC to enter into such license with Sublicensee.


	13.6	As of the date of termination of this Agreement, all rights granted by IURTC will terminate and automatically revert to IURTC. The Parties agree that such termination does not relieve Licensee or Sublicensees of any obligation or liability accrued prior to termination. Nor does termination rescind anything done by Licensee or Sublicensees or any payments made to IURTC prior to the effective date of termination. Termination does not affect in any manner any rights of either Party arising under this Agreement prior to termination. All terms and conditions herein that, by their express terms or by implication, are to be performed after the termination of this Agreement or are prospective in nature will survive termination, as the case may be, including without limitation the provisions in Articles 5, 6, 7, 8, 11, and 12 and Licensee’s obligations to pay fees, royalties, or other payments and patent expenses accruing prior thereto.


14.	Assignability:


	14.1	This Agreement will not be assigned, in whole or in part, by Licensee to any third party without the prior written consent of IURTC. However, Licensee may assign this entire Agreement to a third party that acquires substantially all of Licensee’s business or assets to which this Agreement relates through merger, sale, acquisition, or other similar transaction, provided that:


	14.1.1	Licensee is not in breach of this Agreement in any respect; and


	14.1.2	The successor agrees in writing (with a copy sent to IURTC within [***] of the effective date of the assignment) to assume all obligations and liabilities under this Agreement.


	14.2	The rights granted in this Agreement may not be encumbered, pledged, or hypothecated in any way by Licensee or any Sublicensee, including without limitation to secure any purchase, lease, or loan. Any conveyance in contravention with the terms and conditions of this Agreement is null and void.


	14.3	This Agreement is binding on the Parties and their respective successors and assigns and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.


15.	Notice:


	15.1	Any required or permissive notice under this Agreement will be sufficient if in writing and delivered personally, by recognized national overnight courier, or by registered or certified mail, postage prepaid and return receipt requested, to the address below and will be deemed to have been given as of the date shown on the receipt if by certified or registered mail, or the day following dispatch if by overnight courier.

If to IURTC:

Indiana University Research and Technology Corporation

Attn: Innovation and Commercialization Office

[***]

With copy to:

The Trustees of Indiana University

Attn: Innovation and Commercialization Office

[***]

If to Licensee:

MBX Biosciences, Inc.

Attn: P. Kent Hawryluk

[***]


	15.2	For the convenience of the Parties in administering this Agreement, the Parties may direct inquiries as follows:



	If to IURTC:	If to Licensee:
Patent prosecution	[***]	[***]
Patent cost reimbursement	[***]	[***]
Financial consideration	[***]	[***]


16.	General Provisions:


	16.1	Licensee agrees to register and give required notice concerning this Agreement, at its expense, in each country where an obligation exists under law to so register or give notice.


	16.2	This Agreement will be construed, interpreted, and applied according to the laws of the State of Indiana without regard to any choice of law rules, and all claims, disputes, or controversies arising from or relating to this Agreement will be subject to the exclusive jurisdiction and venue of a state court of competent jurisdiction in Monroe County, Indiana or a federal court of competent jurisdiction in the Southern District of Indiana. The Parties consent to the personal jurisdiction of such courts and waive any defense of forum non conveniens.


	16.3	No waiver of any breach of this Agreement will constitute a waiver of any other breach of the same or any other provision of this Agreement, and no waiver will be effective unless made in writing by the Party against whom the waiver is sought to be asserted. The delay or failure to assert a right or to insist upon compliance with any term or condition of this Agreement will not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition.


	16.4	Neither Party is an agent, employer, employee, partner, joint venturer, or contractor of the other as a result of this Agreement. The representations, warranties, covenants, and undertakings contained in this Agreement are for the sole benefit of the Parties and their permitted successors and permitted assigns and will not be construed as conferring any rights on any third party. Neither Party may in any way pledge the other Party’s credit or incur any obligation on behalf of or bind the other Party on its behalf.


	16.5	The provisions of this Agreement are severable in that if any provision in this Agreement is finally determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or non-enforceability will not in any way affect the validity or enforceability of the remaining provisions or the validity or enforceability of such provision in any jurisdiction where valid and enforceable. Any invalid or unenforceable provision will be reformed by the Parties to effectuate their intent as evidenced on the Effective Date.


	16.6	Licensee agrees that in the event a faculty or staff member of IU serves Licensee in the capacity of consultant, officer, employee, board member, advisor, or other designation, under contract or otherwise, such faculty or staff member is subject to compliance with IU’s conflict of interest and conflict of commitment policies, including without limitation the obligation to complete a disclosure therefor, will serve solely in his or her individual capacity, as an independent contractor, and not as an agent or representative of IURTC or IU, that IURTC and IU exercise no authority or control over such faculty or staff member while acting in such capacity, that IURTC and IU receive no benefit from such activity, and that IURTC and IU assume no liability or obligation in connection with any such work or service undertaken by such faculty or staff member. Licensee further agrees that any breach, error, act, or omission by such faculty or staff member acting in the capacity set forth above in this Paragraph will not be imputed or otherwise attributed to IURTC or IU, including without limitation to constitute a breach by IURTC of this Agreement.


	16.7	Except for Licensee’s obligations to make any payments to IURTC hereunder, the Parties shall not be responsible for any failure to perform due to the occurrence of any events beyond their reasonable control that render their performance impossible or onerous, including but not limited to any government act (including the passing of any law or regulation) that materially and adversely affects the ability of IURTC or IU to perform their duties under this Agreement; local, national or state emergency; acts of terrorism; and war. Financial exigency shall not be a force majeure event. Notwithstanding the foregoing, either Party will have the right to terminate this Agreement upon [*] prior written notice if the non-performing Party is unable to fulfill its obligations under this Agreement pursuant to this Paragraph 16.7 for a period of [*].


	16.8	The Parties acknowledge that they have read this Agreement in its entirety and agree that this Agreement comprises the entire agreement, contract, and understanding of the Parties on the subject matter of this Agreement. The Parties acknowledge that each has had an opportunity to be advised by counsel of their choosing and as such the clauses of this Agreement will not be strictly construed against the drafter. The Parties acknowledge that invoices, purchase orders, or other mechanisms for administering any payment or obligation set forth herein will not contain terms and conditions separate from, in addition to, and/or in conflict with this Agreement, and that any such terms, if present, will be void and without effect and will not be enforceable by either Party.


	16.9	This Agreement cannot be changed, modified, or amended except by a written instrument executed by the authorized representatives of the respective Parties.


	16.10	This Agreement may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.

Witness: The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.



Indiana University Research and Technology Corporation		MBX Biosciences, Inc.

By:	/s/ Simran Trana	By:	/s/ P. Kent Hawryluk
Name:	Simran Trana	Name:	P. Kent Hawryluk
Title:	Associate VP, ICO	Title:	President & CEO
Date:	June 15, 2020	Date:	June 11, 2020

Exhibit A

Patent Rights


1.	[***]


2.	[***]


3.	[***]


4.	[***]

FIRST AMENDMENT

EXCLUSIVE LICENSE AGREEMENT

This First Amendment (the “First Amendment”) is made and entered into as of November 4, 2020 (the “First Amendment Effective Date”) by and between:

Indiana University Research and Technology Corporation (“IURTC”). a non-profit corporation organized under the laws of the State of Indiana, represented by The Trustees of Indiana University (“IU”). a body politic and corporate of the State of Indiana, having its principal offices al 107 S. Indiana Ave., Bloomington, IN 47405: and

MBX Biosciences. Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St. Carmel, Indiana 46032, United States.

(each referred to individually as a “Party” and collectively as the “Parties”).

The Parties hereby agree:

     1.

     Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 [***] (the “Original Agreement”). IURTC is the owner of certain recently disclosed intellectual property rights invented by Richard DiMarchi, M.D., Ph.D. and Archita Sanjeev Agrawal. Ph.D. (the “Inventors”) at IU and generally referred to as [***]. IURTC is willing to grant licenses to these intellectual property rights under the Original Agreement as amended by this first Amendment provided the rights are used to further scientific research, for new’ product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this First Amendment, and desires to explore and fund additional development under the terms of the Research Agreement (as defined in the Original Agreement). Therefore, the Parties desire to enter into this First Amendment to amend the Original Agreement (the Original Agreement, as amended by this First Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.


2.	Amendments to Original Agreement:


	2.1	Delete Paragraph 4.1 in its entirety and replace with the following:


	4.1	No later than [*] or [] following the First Amendment Effective Date, whichever is later. Licensee will provide IURTC with a Development Plan, including provisions to [] (as defined in the Research Agreement) executed pursuant to the Research Agreement for development of the licensed technology generally referred to as [] and milestones specific to the commercial development of the associated commercial products. No later than [**] of each subsequent year during the Term, Licensee will provide IURTC with written updates to the Development Plan. The updates will summarize in reasonable detail the progress achieved during the previous year, any problems encountered in the development, evaluation, testing, pre-production manufacturing. First Commercial Sale, and/or initial marketing of each Licensed Product, and plans for the future regarding the foregoing. Upon reasonable request by IURTC, Licensee will consult with IURTC about tasks, schedules, and progress.


	2.2	Add the following new Paragraph 4.3 at the end of Article 4:


	4.3	To address specific milestones for development of the licensed technology generally referred to as [*] and Patent Rights related thereto licensed under the Agreement as of the First Amendment Effective Date, Licensee will (a) achieve the following commercial goals by the dales set forth below and (b) provide IURTC with evidence of the achievements of such goals within [*] after the corresponding date:


	4.3.1	Execute a Task Order under the Research Agreement within [***] of the First Amendment Effective Date.


	4.3.2	Licensee will pay a license maintenance fee of [*] due on []. which fee shall be waived if [**].


	2.3	Delete Paragraph 5.1 in its entirety and replace with the following:


	5.1	Issue Fee: Licensee will pay to IURTC ten thousand dollars ($10,000) within [*] of the Effective Date and ten thousand dollars ($10,000) upon [] of the Effective Date. In addition, in consideration for the licensed technology generally referred to as [] and Patent Rights related thereto licensed under the Agreement as of the First Amendment Effective Date. Licensee will pay a license issue fee of [] within [**] of the First Amendment Effective Date.


	2.4	Replace Exhibit A with the revised Exhibit A attached hereto.


3.	Except as provided in this First Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.


4.	This First Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format ( PDF) or photocopied signatures of the Parties will have the same legal validity as Original signatures.


5.	Capitalized terms used in this first Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement

Witness: The Parties have caused this First Amendment to be executed by their duly authorized representatives as of the First Amendment Effective Date.



Indiana University Research and Technology Corporation		MBX Biosciences, Inc.

By:	/s/ Simran Trana	By:	/s/ P. Kent Hawryluk
Name:	Simran Trana	Name:	P. Kent Hawryluk
Title:	Associate VP, ICO	Title:	President & CEO
Date:	November 5, 2020	Date:	November 5, 2020

Exhibit A

Patent Rights


1.	[***]


2.	[***]


3.	[***]


4.	[***]


5.	[***]

SECOND AMENDMENT

EXCLUSIVE LICENSE AGREEMENT

This Second Amendment (the “Second Amendment”) is made and entered into as of July 1, 2021 (the “Second Amendment Effective Date”) by and between:

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St, Carmel, Indiana 46032, United States.

(each referred to individually as a “Party” and collectively as the “Parties”).

The Parties hereby agree:

Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 [***] as amended by the First Amendment dated November 4, 2020 with IURTC Agreement [***] (collectively, the “Original Agreement”). IURTC is the owner of certain recently disclosed intellectual property rights invented at IU and generally referred to as [***] as disclosed by Richard DiMarchi, M.D., Ph.D., [***] (the “Inventors”). IURTC is willing to grant licenses to these intellectual property rights under the terms of the Original Agreement as amended by this Second Amendment provided the rights are used to further scientific research, for new product development, or for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this Second Amendment. Therefore, the Parties desire to enter into this Second Amendment to amend the Original Agreement (the Original Agreement, as amended by this Second Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.

Amendments to Original Agreement:

     1.

     Replace Exhibit A with the revised Exhibit A attached hereto.


2.	Except as provided in this Second Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.


3.	This Second Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.


4.	Capitalized terms used in this Second Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement.

Witness: The Parties have caused this Second Amendment to be executed by their duly authorized representatives as of the Second Amendment Effective Date.



Indiana University Research and Technology Corporation		MBX Biosciences, Inc.

By:	/s/ Simran Trana	By:	/s/ P. Kent Hawryluk
Name:	Simran Trana	Name:	P. Kent Hawryluk
Title:	Associate VP, ICO	Title:	President & CEO

Date:	June 28, 2021	Date:	June 29, 2021

Exhibit A

Patent Rights


1.	[***]


2.	[***]


3.	[***]


4.	[***]


5.	[***]


6.	[***]


7.	[***]

THIRD AMENDMENT

EXCLUSIVE LICENSE AGREEMENT

This Third Amendment (the “Third Amendment”) is made and entered into as of February 7, 2022 (the “Third Amendment Effective Date”) by and between:

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St, Carmel, Indiana 46032, United States.

(each referred to individually as a “Party” and collectively as the “Parties”).

The Parties hereby agree:

Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 with IURTC [***] as amended by the First Amendment dated November 4, 2020 [***] and as further amended by the Second Amendment dated July 1, 2021 [***] (collectively, the “Original Agreement”). IURTC is the owner of certain recently disclosed intellectual property rights invented at IU and generally referred to as [***] as disclosed by Richard DiMarchi, M.D., Ph.D., [***] (the “Inventors”). IURTC is willing to grant licenses to these intellectual property rights under the terms of the Original Agreement as amended by this Third Amendment provided the rights are used to further scientific research, for new product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this Third Amendment. Therefore, the Parties desire to enter into this Third Amendment to amend the Original Agreement (the Original Agreement, as amended by this Third Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.

Amendments to Original Agreement:


1.	Replace Exhibit A with the revised Exhibit A attached hereto.


2.	Except as provided in this Second Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.


3.	This Third Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.


4.	Capitalized terms used in this Third Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement.

Witness: The Parties have caused this Third Amendment to be executed by their duly authorized representatives as of the Third Amendment Effective Date.



Indiana University Research and Technology Corporation		MBX Biosciences, Inc.

By:	/s/ Simran Trana	By:	/s/ P. Kent Hawryluk
Name:	Simran Trana	Name:	P. Kent Hawryluk
Title:	Associate VP, ICO	Title:	President & CEO

Date:	September 29, 2022	Date:	September 29, 2022

Exhibit A

Patent Rights


1.	[***]


2.	[***]


3.	[***]


4.	[***]


5.	[***]


6.	[***]


7.	[***]


8.	[***]


9.	[***]


10.	[***]

FOURTH AMENDMENT

EXCLUSIVE LICENSE AGREEMENT

This Fourth Amendment (the “Fourth Amendment”) is made and entered into as of January 5, 2024 (the “Fourth Amendment Effective Date”) by and between:

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St, Carmel, Indiana 46032, United States.

Each of IURTC and Licensee may be referred to individually herein as a “Party” and collectively as the “Parties”.

The Parties hereby agree:

Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 [***] as amended by the First Amendment dated November 4, 2020 [***] as further amended by the Second Amendment dated July 1, 2021 [***] and as further amended by the Third Amendment dated February 7, 2022 [***] (collectively, the “Original Agreement”). IURTC is the owner of (a) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi, Dr. Fa Zhang, Dr. Kishore Thalluri, and Mr. James Ford at IU and generally referred to as [***], (b) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi, Dr. Ian Tinsley, and Dr. Yujin Zhang at IU and generally referred to as [***], and (c) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi, Dr. Fa Zhang, Dr. Kishore Thalluri, and Mr. James Ford at IU and generally referred to as [***]. IURTC is willing to grant licenses to these intellectual property rights under the terms of the Original Agreement as amended by this Fourth Amendment provided the rights are used to further scientific research, for new product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this Fourth Amendment. Therefore, the Parties desire to enter into this Fourth Amendment to amend the Original Agreement (the Original Agreement, as amended by this Fourth Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.

Amendments to Original Agreement:


1	Replace Exhibit A with the revised Exhibit A attached hereto.


2	Replace the definition of “Inventors” with the names of all inventors identified in the “Background” sections of the Agreement (including the separate “Background” sections of each the various amendments included in the Agreement).


3	Add the following new paragraphs at the end of Article 2:


	2.18	“[*] Licensed Product” means [*]


	2.19	“[*] Licensed Product” means [*]


	2.20	“[*] Licensed Product” [*]


	2.21	“[*] Licensed Products” means [*]


4	Add the following new paragraph 4.4 at the end of Article 4:


	4.4	Licensee will (a) achieve, directly or through Sublicensees, the following commercial goals by the dates set forth below and (b) provide IU with evidence of the achievements of such goals within [***] after the corresponding date:


	4.4.1	[***]


	4.4.2	[***]


	4.4.3	[***]

Licensee may extend the date to achieve any of the foregoing goals by [***] prior to the then-current deadline for such goal. If Licensee fails to timely exercise any available extensions or fails to achieve any of the foregoing goals after exercising any available extensions, IURTC may terminate this Agreement in accordance with Paragraph 13.3, provided that such termination shall only be with respect to [***], and for the avoidance of doubt, the Agreement will continue in full force and effect with respect to all other Licensed Products. At the request of Licensee, IURTC agrees to negotiate in good faith any reasonable proposals from Licensee to further extend the applicable deadline in light of Licensee’s experience in implementing the development of Licensed Products within the [***] cure period set forth in Paragraph 13.3. If the Parties are unable to come to an agreement following such [***] cure period and such goal has still not been achieved by Licensee, then IURTC will terminate this Agreement with respect to the applicable Licensed Product by providing written notice of such termination to Licensee.


5	Delete Paragraph 5.5 in its entirety and replace with the following:


	5.5	Licensee will promptly notify IURTC of the achievement of a performance milestone identified in the appropriate table below. Licensee will pay to IURTC the performance milestone payment according to the appropriate table below:


	5.5.1	Milestone payments for the first Licensed Product to achieve the applicable performance milestone (excluding [***] Licensed Products):



		Performance Milestone		Payment
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]

Each of the above milestone payments will be paid [***]. IURTC acknowledges and agrees that as of Fourth Amendment Effective Date, the [***] in the table above have been achieved and the corresponding milestone payments have been paid by Licensee.


	5.5.2	Milestone payments for a [***] Licensed Product:



		Performance Milestone		Payment
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]
		[***]		[***]

Each of the above milestone payments will be paid [***].


	5.5.3	Should Licensee receive Sublicensing Revenue for a Sublicensee’s achievement of a particular performance milestone, Licensee will pay to IURTC [*] or [*], but for the avoidance of doubt, Licensee will not be required to pay to IURTC payments under both Paragraph 5.4 and this Paragraph 5.5 with respect to Sublicensee’s achievement of such performance milestone.


6	Except as provided in this Fourth Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.


7	This Fourth Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.


8	Capitalized terms used in this Fourth Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement.

Witness: The Parties have caused this Fourth Amendment to be executed by their duly authorized representatives as of the Fourth Amendment Effective Date.



Indiana University Research and Technology Corporation		MBX Biosciences, Inc.

By:	/s/ Lakshimi Sastry Dent	By:	/s/ P. Kent Hawryluk
Name:	Lakshmi Sastry Dent	Name:	P. Kent Hawryluk
Title:	Director, ICO	Title:	President & CEO
Date:	1/4/2024	Date:	1/4/24

Exhibit A

Patent Rights

[***]

FIFTH AMENDMENT

EXCLUSIVE LICENSE AGREEMENT

This Fifth Amendment (the “Fifth Amendment”) is made and entered into as of December 19, 2025 (the “Fifth Amendment Effective Date”) by and between:

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 12406 Horesham St, Carmel, Indiana 46032, United States.

Each of IURTC and Licensee may be referred to individually herein as a “Party” and collectively as the “Parties”.

The Parties hereby agree:

Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 [***] as amended by the First Amendment dated November 4, 2020 [***], as further amended by the Second Amendment dated July 1, 2021 [***], as further amended by the Third Amendment dated February 7, 2022 [***] and as further amended by the Fourth Amendment dated January 5, 2024 [***] (collectively, the “Original Agreement”). IURTC is the owner of (a) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi, Dr. Ian Tinsley, and Dr. Jacob Beard at IU and generally referred to as [***], and (b) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi and Dr. Fa Zhang at IU and generally referred to as [***]. IURTC is willing to grant licenses to these intellectual property rights under the terms of the Original Agreement as amended by this Fifth Amendment provided the rights are used to further scientific research, for new product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this Fifth Amendment. Therefore, the Parties desire to enter into this Fifth Amendment to amend the Original Agreement (the Original Agreement, as amended by this Fifth Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.

Amendments to Original Agreement:

Replace Exhibit A with the revised Exhibit A attached hereto.

Replace the definition of “Inventors” with the names of all inventors identified in the “Background” sections of the Agreement (including the separate “Background” sections of each the various amendments included in the Agreement).

Add the following new paragraphs at the end of Article 2:

2.18 [***] Licensed Product” means [***]

2.19 [**] means a Licensed Product [***].

2.20 [***] means a Licensed Product [***]

2.21 [***] means, collectively [***] Licensed Products, [***] Licensed Products, [***] Licensed Products and [***].

Delete 8.4 in its entirety and replace with the following:

8.4 The rights granted to Licensee under this Agreement are contingent upon Licensee’s compliance with all applicable laws and regulations, including without limitation the U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations (ITAR), U.S. Foreign Corrupt Practices Act, and various economic sanctions programs administered by the U.S. Department of Treasury, and with Indiana Code IC 21-36-5 effective July 1, 2024. In accordance with Indiana Code (IC) 21-36-5, Licensee agrees not to transfer, license, or sublicense any of the rights granted to Licensee under this Agreement, or any other intellectual property created with Indiana University resources to “prohibited persons” as that term is defined by IC 21-36-1-2.3. Among other things, the transfer of certain technical data and commodities may require a license from the cognizant agency of the U.S. Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. IU does not represent that a license is not required, or that, if required, such a license will be issued.

Except as provided in this Fifth Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.

This Fifth Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.

Capitalized terms used in this Fifth Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement.

Witness: The Parties have caused this Fifth Amendment to be executed by their duly authorized representatives as of the Fifth Amendment Effective Date.

Indiana University Research and MBX Biosciences, Inc.

Technology Corporation

By: /s/ Lakshmi Sastry-Dent By: /s/ P. Kent Hawryluk

Name: Lakshmi Sastry-Dent Name: P. Kent Hawryluk

Title: ICO Title: President & CEO

Date: December 19, 2025 Date: December 19, 2025

Exhibit A

Patent Rights

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

7. [***]

8. [***]

9. [***]

10. [***]

[***]

11. [***]

[***]

12. [***]

13. [***]

[***]

14. [***]

15. [***]

SIXTH AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT

This Sixth Amendment (the “Sixth Amendment”) is made and entered into as of October 30, 2026 (the “Sixth Amendment Effective Date”) by and between:

MBX Biosciences, Inc. (“Licensee”), a Delaware corporation, having its principal offices at 11711

N. Meridan Street, Carmel, Indiana 46032, United States.

Each of IURTC and Licensee may be referred to individually herein as a “Party” and collectively as the “Parties”.

The Parties hereby agree:

Background: The Parties entered into the Exclusive License Agreement dated June 10, 2020 [***] as amended by the First Amendment dated November 4, 2020 [***], as further amended by the Second Amendment dated July 1, 2021 [***], as further amended by the Third Amendment dated February 7, 2022 [***], as further amended by the Fourth Amendment dated January 5, 2024 [***] and as further amended by the Fifth Amendment dated December 19, 2025 [***] (collectively, the “Original Agreement”). IURTC is the owner of (a) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi and Dr. Fa Zhang at IU and John Lee at MBX Biosciences generally referred to as [***] (b) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi at IU and John Lee at MBX Biosciences generally referred to as [***] and (c) certain recently disclosed intellectual property rights invented by Dr. Richard DiMarchi at IU and John Lee at MBX Biosciences generally referred to as [***]. IURTC is willing to grant licenses to IU’s intellectual property rights under the terms of the Original Agreement as amended by this Sixth Amendment provided the rights are used to further scientific research, for new product development, and for other applications in the public interest. Licensee represents to IURTC that it has the necessary product development, manufacturing, and marketing capabilities to commercialize products based on such intellectual property rights. Licensee desires to obtain a license to these intellectual property rights upon the terms and conditions set forth in the Original Agreement as amended by this Sixth Amendment. Therefore, the Parties desire to enter into this Sixth Amendment to amend the Original Agreement (the Original Agreement, as amended by this Sixth Amendment, being referred to as the “Agreement”) in consideration of the foregoing premises and the mutual promises, covenants, and agreements hereinafter set forth.

Amendments to Original Agreement:

Replace Exhibit A with the revised Exhibit A attached hereto.

Except as provided in this Sixth Amendment, including the preamble and background section which are incorporated herein by reference, all other terms and conditions of the Original Agreement remain unmodified and in full force and effect.

This Sixth Amendment may be executed in counterparts, each of which will be deemed an original and all of which when taken together will be deemed one instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures.

Capitalized terms used in this Sixth Amendment and not otherwise defined shall have the meaning assigned to such term in the Original Agreement.

Witness: The Parties have caused this Sixth Amendment to be executed by their duly authorized representatives as of the Sixth Amendment Effective Date.

Indiana University Research and MBX Biosciences, Inc.

Technology Corporation

By: /s/ Lakshmi Sastry-Dent By: /s/ Jeff M. Held

Name: Lakshmi Sastry-Dent Name: Jeff M. Held

Title: ICO Title: Chief Legal Officer

Date: October 30, 2026 Date: October 30, 2026

Exhibit A

Patent Rights

[***]

10.

[***]

11.

[***]

12.

[***]

13.

[***]

14.

[***]

15.

[***]

16.

[***]

17.

[***]

18.

[***]

19.

[***]

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven L. Hoerter, certify that:

I have reviewed this Form 10-Q for the Quarterly Period Ended September 30, 2026 of MBX Biosciences, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 9, 2026	By:	/s/ Steven L. Hoerter
		Steven L. Hoerter
		President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Smither, certify that:

I have reviewed this Form 10-Q for the Quarterly Period Ended September 30, 2026 of MBX Biosciences, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 9, 2026	By:	/s/ John Smither
		John Smither
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MBX Biosciences, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


Date: November 9, 2026	By:	/s/ Steven L. Hoerter
		Steven L. Hoerter
		President and Chief Executive Officer (Principal Executive Officer)



Date: November 9, 2026	By:	/s/ John Smither
		John Smither
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)