Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

On June 27, 2024 (the “Closing Date”), Climb Bio, Inc. (the “Company” or “Climb”), formerly known as Eliem Therapeutics, Inc., completed its acquisition of Tenet Medicines, Inc., a Delaware corporation (“Tenet”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 10, 2024 (the “Acquisition Agreement”), by and among the Company, Tango Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Transitory Subsidiary”), Tenet and, solely in his capacity as company equityholder representative, Stephen Thomas. On the Closing Date, the Company acquired Tenet through the merger of Transitory Subsidiary into Tenet, with Tenet surviving as a wholly owned subsidiary of the Company (the “Acquisition”). Tenet was a private, development stage biotechnology company focused on advancing budoprutug (previously referred to as TNT119), an anti-CD19 monoclonal antibody that has demonstrated B-cell depletion and has the potential to treat a broad range of B-cell mediated diseases.

At the effective time of the Acquisition, by virtue of the Acquisition and without any action on the part of the holders of common stock of Tenet, (i) all issued and outstanding shares of the common stock of Tenet and (ii) all securities convertible into shares of common stock of Tenet were converted into the right to receive, in the aggregate, 5,560,047 shares of the Company’s common stock.

In connection with the closing of the Acquisition, the Company issued and sold 31,238,282 shares of its common stock at a price of $3.84 per share in a private placement (the “Private Placement”), pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), dated as of April 10, 2024, between the Company and several accredited institutional investors. The Company received aggregate gross proceeds from the Private Placement of approximately $120.0 million, before deducting offering costs of $0.3 million.

In connection with the closing of the Acquisition, Tenet’s key service providers (four individuals) entered into post-closing compensation and consulting arrangements. The key service providers were paid total transaction bonuses of $0.6 million with no future service requirement. In connection with the closing of the Acquisition, the key service providers were also granted a total of 803,000 restricted stock units (“RSUs”). Of these RSUs, 401,500 are subject to service conditions, with 50% of such RSUs vesting on January 1, 2025, 25% of such RSUs vesting on March 27, 2025 and the remaining 25% of such RSUs vesting on June 27, 2025 (the “Service-Based RSUs”). The remaining 401,500 RSUs will vest subject to the satisfaction of performance conditions, including the achievement of specific operational milestones before September 30, 2025 (the “Performance-Based RSUs”).

On May 14, 2024, the Company and Tenet entered into a Senior Secured Promissory Note (the “Note”) providing for the Company to make short-term loans to Tenet up to an aggregate principal amount of $15.0 million. Pursuant to the Note, the Company made a loan (the “Loan”) to Tenet of $5.0 million in order to provide it with sufficient cash to fund its operations prior to the consummation of the Acquisition. The Loan included simple interest at a fixed rate per annum of 6.0%. In connection with the closing of the Acquisition, the Loan and accrued interest were eliminated in the post-closing financial statements as the preexisting relationship was effectively settled and included in consideration transferred.

Unaudited Pro Forma Condensed Combined Statements of Operations

The unaudited pro forma condensed combined statements of operations have been prepared for informational purposes only and are not necessarily indicative of what the Company’s condensed results of operations actually would have been had the Acquisition been consummated as of January 1, 2023. In addition, the unaudited pro forma condensed combined statements of operations do not purport to project the future operating results of the Company. An unaudited pro forma condensed combined balance sheet has not been presented as the Acquisition and related financing transactions have already been fully reflected in the condensed consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on November 12, 2024.

The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments made by management that are described in the accompanying notes. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of Tenet into the Company, does not purport to represent the actual results of operations that the Company and Tenet would have achieved had the Acquisition closed during the periods presented and is not intended to project the future results of operations that the combined company may achieve after the Acquisition.

Management performed an analysis of Tenet’s accounting policies and is not aware of any material differences between Tenet’s accounting policies and the Company’s accounting policies, and accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended (“Securities Act”), and combines the historical consolidated results of operations of the Company and the results of operations of Tenet, adjusted to give effect to the following transactions:

The following unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024 and for the year ended December 31, 2023, combines the historical statements of operations of the Company and Tenet, giving effect to the Acquisition, the Private Placement, and related transactions as if they had occurred on January 1, 2023.

The following unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with (i) the Company’s historical financial statements and management’s discussion and analysis of financial condition and results of operations, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 12, 2024 and (ii) Tenet’s historical financial statements and management’s discussion and analysis of financial condition and results of operations, included in the Company’s definitive proxy statement filed with the SEC on June 6, 2024.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2024

(In thousands, except share and per share data)

See accompanying notes to the unaudited pro forma condensed combined statements of operations.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023

(In thousands, except share and per share data)

See accompanying notes to the unaudited pro forma condensed combined statements of operations.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared on the basis that the Acquisition was accounted for as an asset acquisition by the Company under accounting principles generally accepted in the United States. In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the Company first evaluated the initial screen test to determine if substantially all of the fair value of the gross assets acquired of Tenet was concentrated in a single asset or a group of similar assets. Management concluded that substantially all of the fair value of the gross assets being acquired of Tenet was concentrated in the budoprutug in-process research and development (“IPR&D”) asset. Accordingly, management accounted for the transaction as an asset acquisition. In accordance with the asset acquisition method of accounting, the cost of the asset acquisition, which reflects the consideration transferred, (i) was allocated to the assets acquired and liabilities assumed on a relative fair value basis, (ii) no goodwill was recorded and (iii) all direct transaction costs were included in the total consideration transferred. The amount of the consideration transferred that was allocated to the acquired IPR&D was expensed at the closing of the Acquisition, as the IPR&D was determined to have no future alternative use.

The accounting adjustments reflecting the consummation of the Acquisition, Private Placement, and related transactions consist of those necessary to account for the Acquisition, Private Placement, and related transactions and are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition, Private Placement, and related transactions based on information available to management as of the date of this Current Report on Form 8-K and that the pro forma adjustments give appropriate effect to those assumptions and methodologies and are properly applied in the unaudited pro forma condensed combined financial information.

2. Consideration Transferred and Purchase Price Allocation

Consideration Transferred

The fair value of the total consideration was approximately $52.8 million and is comprised of the following components (in thousands):

The fair value of the consideration transferred was calculated as follows:

Purchase Price Allocation

The following is the allocation of the purchase consideration for the Acquisition based on the fair value of the net assets acquired by the Company (in thousands):

3. Transaction Accounting Adjustments

Adjustments included in the column under the heading “Transaction Accounting Adjustments” are primarily based on information contained in the Acquisition Agreement, the Securities Purchase Agreement, and other related agreements.

Pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2024:

Pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023:

Given the Company’s and Tenet’s history of net losses and full valuation allowances, management estimated an annual effective income tax rate of 0.0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statements of operations resulted in no additional income tax adjustments.

4. Net Loss per Share

For the unaudited pro forma condensed combined statements of operations, the Acquisition, the Private Placement, and related transactions are being reflected as if such transactions had occurred as of January 1, 2023. The weighted average shares outstanding for the pro forma basic and diluted net loss per share assumes that the shares issuable relating to the Acquisition, the Private Placement, and related transactions have been outstanding for the entire year ended December 31, 2023.

The unaudited pro forma condensed combined financial information has been prepared for the nine months ended September 30, 2024 and for the year ended December 31, 2023 (in thousands, except share and per share amounts):

(1) 401,500 Service-Based RSUs are expected to vest (quarterly) during the one-year post-closing period. These amounts represent the weighted-average shares outstanding based on the Service-Based RSUs that are expected to vest during the respective periods.

The following outstanding shares of the Company’s common stock equivalents were excluded from the computation of pro forma diluted net loss per share because including them would have had an anti-dilutive effect: