Item 1. Financial Statements
Item 1. Financial Statements
ALTIMMUNE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share amounts)
June 30,
December 31,
2026
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
63,008
$
43,760
Restricted cash
42
42
Total cash, cash equivalents and restricted cash
63,050
43,802
Short-term investments
263,273
229,696
Accounts and other receivables
3,341
1,219
Income tax and R&D incentive receivables
—
518
Prepaid expenses and other current assets
5,151
2,957
Total current assets
334,815
278,192
Long-term investments
192,247
—
Property and equipment, net
60
312
Other assets
90
1,425
Total assets
$
527,212
$
279,929
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
1,272
$
2,717
Accrued expenses and other current liabilities
11,229
12,280
Total current liabilities
12,501
14,997
Term loan, noncurrent
34,742
34,287
Other noncurrent liabilities
5,761
5,753
Total liabilities
53,004
55,037
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $ 0.0001 par value; 400,000,000 and 200,000,000 shares authorized ; 194,474,154 and 110,882,735 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
19
11
Additional paid-in capital
1,175,098
879,292
Accumulated deficit
( 694,871 )
( 649,483 )
Accumulated other comprehensive loss, net
( 6,038 )
( 4,928 )
Total stockholders’ equity
474,208
224,892
Total liabilities and stockholders’ equity
$
527,212
$
279,929
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except share and per-share amounts)
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Revenues
$
—
$
5
$
—
$
10
Operating expenses:
Research and development
18,655
17,236
34,847
33,063
General and administrative
7,574
5,691
15,626
11,684
Total operating expenses
26,229
22,927
50,473
44,747
Loss from operations
( 26,229 )
( 22,922 )
( 50,473 )
( 44,737 )
Other income (expense):
Interest expense
( 1,097 )
( 264 )
( 2,165 )
( 265 )
Interest income
4,526
1,132
7,427
2,677
Other income (expense), net
( 25 )
( 92 )
( 177 )
( 77 )
Total other income (expense), net
3,404
776
5,085
2,335
Net loss before income taxes
( 22,825 )
( 22,146 )
( 45,388 )
( 42,402 )
Income tax expense (benefit)
—
—
—
( 681 )
Net loss
( 22,825 )
( 22,146 )
( 45,388 )
( 41,721 )
Other comprehensive income — unrealized loss on investments
( 814 )
( 36 )
( 1,110 )
( 66 )
Comprehensive loss
$
( 23,639 )
$
( 22,182 )
$
( 46,498 )
$
( 41,787 )
Net loss per share, basic and diluted
$
( 0.12 )
$
( 0.27 )
$
( 0.29 )
$
( 0.53 )
Weighted-average common shares outstanding, basic and diluted
185,443,736
81,477,548
155,121,235
78,529,028
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share amounts)
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Accumulated
Comprehensive
Stockholders’
Shares
Amount
Capital
Deficit
Loss
Equity
Balance at December 31, 2025
110,882,735
$
11
$
879,292
$
( 649,483 )
$
( 4,928 )
$
224,892
Stock-based compensation
—
—
3,378
—
—
3,378
Exercise of stock options
4,458
—
13
—
—
13
Vesting of restricted stock awards including withholding, net
209,537
—
( 695 )
—
—
( 695 )
Issuance of common stock from Employee Stock Purchase Plan
57,801
—
177
—
—
177
Issuance of common stock in at-the-market offerings, net
2,021,169
—
8,742
—
—
8,742
Issuance of common stock in direct offering, net
12,397,920
1
51,059
—
—
51,060
Issuance of common stock upon exercise of pre-funded warrants
4,647,534
1
19,278
—
—
19,279
Unrealized loss on investments
—
—
—
—
( 296 )
( 296 )
Net loss
—
—
—
( 22,563 )
—
( 22,563 )
Balance at March 31, 2026
130,221,154
$
13
$
961,244
$
( 672,046 )
$
( 5,224 )
$
283,987
Stock-based compensation
—
$
—
$
2,788
$
—
$
—
$
2,788
Exercise of stock options
3,000
—
9
—
—
9
Issuance of common stock in public offering, net
64,250,000
6
180,757
—
—
180,763
Issuance of pre-funded warrants in public offering, net
—
—
30,300
—
—
30,300
Unrealized (loss) gain on investments
—
—
—
—
( 814 )
( 814 )
Net loss
—
—
—
( 22,825 )
—
( 22,825 )
Balance at June 30, 2026
194,474,154
$
19
$
1,175,098
$
( 694,871 )
$
( 6,038 )
$
474,208
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share amounts)
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Accumulated
Comprehensive
Stockholders’
Shares
Amount
Capital
Deficit
Loss
Equity
Balance at December 31, 2024
72,352,701
$
7
$
689,864
$
( 561,390 )
$
( 4,973 )
$
123,508
Stock-based compensation
—
—
4,015
—
—
4,015
Exercise of stock options
1,250
—
4
—
—
4
Vesting of restricted stock awards including withholding, net
165,259
—
( 678 )
—
—
( 678 )
Issuance of common stock from Employee Stock Purchase Plan
32,872
—
170
—
—
170
Issuance of common stock in at-the-market offerings, net
5,273,368
1
34,747
—
—
34,748
Unrealized loss on investments
—
—
—
—
( 30 )
( 30 )
Net loss
—
—
—
( 19,575 )
—
( 19,575 )
Balance at March 31, 2025
77,825,450
$
8
$
728,122
$
( 580,965 )
$
( 5,003 )
$
142,162
Stock-based compensation
—
$
—
$
3,566
$
—
$
—
$
3,566
Exercise of stock options
1,667
—
4
—
—
4
Vesting of restricted stock awards including withholding, net
2,621
—
( 6 )
—
—
( 6 )
Issuance of common stock in at-the-market offerings, net
7,246,562
1
37,822
—
—
37,823
Unrealized (loss) gain on investments
—
—
—
—
( 36 )
( 36 )
Net loss
—
—
—
( 22,146 )
—
( 22,146 )
Balance at June 30, 2025
85,076,300
$
9
$
769,508
$
( 603,111 )
$
( 5,039 )
$
161,367
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
( 45,388 )
$
( 41,721 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
6,166
7,581
Depreciation of property and equipment
46
59
Accretion of discounts on investments
( 1,854 )
( 1,117 )
Amortization of debt discount and costs
455
58
Loss on foreign currency exchange
176
30
Impairment loss on long-lived asset
1,492
—
Deferred income tax benefit
—
( 681 )
Changes in operating assets and liabilities:
Accounts receivable
( 2,122 )
223
Prepaid expenses and other assets
( 2,105 )
( 1,895 )
Accounts payable
( 1,445 )
640
Accrued expenses and other liabilities
( 1,102 )
( 2,064 )
Income tax and R&D incentive receivables
518
2,697
Net cash used in operating activities
( 45,163 )
( 36,190 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of investments
107,282
143,589
Purchases of investments
( 332,362 )
( 47,573 )
Purchases of property and equipment
( 53 )
( 10 )
Net cash used in investing activities
( 225,133 )
96,006
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from term loan, net
—
14,596
Proceeds from issuance of common stock in at-the-market offerings, net
8,653
72,273
Proceeds from issuance of common stock and pre-funded warrants, net
281,400
—
Other financing activities, net
( 509 )
( 506 )
Net cash provided by financing activities
289,544
86,363
Net increase (decrease) in cash and cash equivalents and restricted cash
19,248
146,179
Cash, cash equivalents and restricted cash at beginning of period
43,802
36,968
Cash, cash equivalents and restricted cash at end of period
$
63,050
$
183,147
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
$
1,716
$
79
Cash received from income tax refunds
$
—
$
1,422
SUPPLEMENTAL NON-CASH ACTIVITIES:
Debt issuance cost in accrued expenses and other current liabilities
$
—
$
322
The accompanying notes are an integral part of the unaudited consolidated financial statements.
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ALTIMMUNE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Business and Basis of Presentation
Nature of Business
Altimmune, Inc., headquartered in Gaithersburg, Maryland, United States, together with its subsidiaries (collectively, the “Company” or “Altimmune”) is a late clinical-stage biopharmaceutical company incorporated under the laws of the State of Delaware.
On June 16, 2026, the Company announced plans to relocate its corporate headquarters from Gaithersburg, Maryland to Morristown, New Jersey later this year. The new headquarters is in a region with a strong presence of biopharmaceutical companies, which is expected to support the Company’s ability to attract top-tier talent in its hybrid business model, as the Company continues its growth as a late-stage development company.
The Company is developing novel therapies for serious liver diseases. The Company’s lead product candidate is pemvidutide (formerly known as ALT-801), a balanced 1:1 glucagon/GLP-1 dual receptor agonist in development for the treatment of metabolic dysfunction-associated steatohepatitis (“MASH”), alcohol use disorder (“AUD”) and alcohol-associated liver disease (“ALD”). The Company may also pursue additional indications for pemvidutide that leverage its differentiated clinical profile. Since its inception, the Company has devoted substantially all of its efforts to business strategy and planning, research and development, recruiting management and technical staff, and raising capital, and has financed its operations through the issuance of common and preferred stock, long-term debt, and proceeds from research grants and government contracts. The Company has not generated any revenues from the sale of any products to date, and there is no assurance of any future revenues from product sales.
Basis of Presentation
The accompanying unaudited consolidated financial statements are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, included in the Annual Report on Form 10-K, which was filed with the SEC on March 6, 2026. In the opinion of management, the Company has prepared the accompanying unaudited consolidated financial statements on the same basis as the audited consolidated financial statements, and these consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year 2026 or any future years or periods.
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
During the six months ended June 30, 2026, there have been no significant changes to the Company’s summary of significant accounting policies contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 6, 2026.
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Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the valuation of share-based awards, income taxes, prepaids, and accruals for research and development activities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. However, actual results could differ from those estimates.
Impairment or Disposal of Long-lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 360, Property, Plant and Equipment (“ASC 360”). The Company’s long-lived assets include properties and equipment and right of use (“ROU”) assets. For long-lived assets, impairment is recognized when the undiscounted cash flows used in the test for recoverability are less than their carrying value, and the fair value of the long-lived asset is below the carrying value. In the event impairment exists, the long-lived asset will be written down to its fair value, and an impairment loss is recorded as the difference between the carrying value and fair value.
During the three months ended March 31, 2026, the Company recognized an impairment charge of $ 0.7 million related to its office and laboratory lease ROU asset and underlying leasehold improvements and equipment as the Company vacated portions of the lease premises. In addition, following the announcement of the relocation of the Company’s headquarters from Gaithersburg, Maryland to Morristown, New Jersey, the Company recognized an additional impairment charge of $ 0.8 million during the three months ended June 30, 2026 related to its remaining lease ROU asset and underlying leasehold improvements. The Company determined the fair value of each asset group using a discounted cash flow model based on the expected sublease income utilizing its current borrowing rate. The inputs utilized for the non-recurring fair value measurement are unobservable and considered level 3 in the fair value hierarchy. The impairment charge was recorded in “Research and development expense” in the Consolidated Statement of Operations and Comprehensive Loss, and reduced the carrying amount of the underlying long-lived assets to fair value.
3. Fair Value Measurements
The Company’s assets measured at fair value on a recurring basis as of June 30, 2026, consisted of the following (in thousands):
Fair Value Measurement at June 30, 2026
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents - money market funds
$
20,414
$
20,414
$
—
$
—
Cash equivalents - US treasury
19,958
—
19,958
—
Short-term investments
263,273
—
263,273
—
Long-term investments
192,247
—
192,247
—
Total
$
495,892
$
20,414
$
475,478
$
—
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The Company’s assets measured at fair value on a recurring basis as of December 31, 2025, consisted of the following (in thousands):
Fair Value Measurement at December 31, 2025
Total
Level 1
Level 2
Level 3
Assets:
Cash equivalents - money market funds
$
23,780
$
23,780
$
—
$
—
Cash equivalents - commercial paper
5,969
—
5,969
—
Short-term investments
229,696
—
229,696
—
Total
$
259,445
$
23,780
$
235,665
$
—
Investments in marketable securities have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third party pricing services or other market observable data (Level 2). The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value.
Investments with quoted prices as of June 30, 2026, as shown below (in thousands):
June 30, 2026
Unrealized Gain
Unrealized Gain
Amortized Cost
Unrealized (Loss) Gain
Credit loss
Market Value
Original maturities of 1 year or less:
United States treasury securities
$
29,498
$
( 27 )
$
—
$
29,471
Commercial paper and corporate debt securities
158,153
( 147 )
—
158,006
Agency debt securities
75,881
( 85 )
—
75,796
Sub-total
263,532
( 259 )
—
263,273
Original maturities of over 1 year through 5 years:
Commercial paper and corporate debt securities
$
173,101
( 703 )
$
—
$
172,398
Agency debt securities
19,885
( 36 )
—
19,849
Sub-total
192,986
( 739 )
—
192,247
Total
$
456,518
$
( 998 )
$
—
$
455,520
Investments with quoted prices as of December 31, 2025, as shown below (in thousands):
December 31, 2025
Unrealized Gain
Unrealized Gain
Amortized Cost
Unrealized (Loss) Gain
Credit Loss
Market Value
Original maturities of 1 year or less:
United States treasury securities
$
83,730
$
62
$
—
$
83,792
Commercial paper and corporate debt securities
127,934
41
—
127,975
Asset backed securities
8,000
7
—
8,007
Agency debt securities
9,920
2
—
9,922
Total
$
229,584
$
112
$
—
$
229,696
As of June 30, 2026 and December 31, 2025, none of the unrealized losses on the Company’s investments are a result of credit loss, therefore, any unrealized losses were recognized in other comprehensive income (OCI).
As of June 30, 2026 and December 31, 2025, the Company had $ 3.3 million and $ 1.1 million, respectively, accrued interest on investments included in “Accounts and other receivables” on the accompanying Consolidated Balance Sheets.
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The carrying amounts of the Company’s debt approximate fair value because the rates are floating rates based on the prime lending rate, which approximates market rates (see Note 5) and represents a Level 2 fair value measurement.
Separate disclosure is required for assets and liabilities measured at fair value on a recurring basis from those measured at fair value on a non-recurring basis. Assets recorded at fair value on a non-recurring basis, such as property and equipment and intangible assets are recognized at fair value when they are impaired. Other than the long-lived assets disclosed in Note 2, as of June 30, 2026 and December 31, 2025, the Company had no other assets or liabilities that were measured at fair value on a non-recurring basis.
4. Accrued Expenses
Accrued expenses and other current liabilities consist of the following (in thousands):
June 30, 2026
December 31, 2025
Accrued professional services
$
1,298
$
923
Accrued payroll and employee benefits
3,158
4,676
Accrued research and development
6,186
6,110
Lease obligation, current portion
274
256
Accrued interest and other
313
315
Total accrued expenses and other current liabilities
$
11,229
$
12,280
5. Term Loan
On May 13, 2025 (“Closing Date”), the Company and certain of its subsidiaries entered into a Loan and Security Agreement (as amended, the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”) and the lenders party thereto, pursuant to which the lenders will make available up to four tranches of term loans in an aggregate principal amount of $ 100.0 million (the “Term Loan”), subject to certain terms and conditions.
Under the terms of the Loan Agreement, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million. Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, (i) the second Term Loan tranche was to be made available in an aggregate principal amount of up to $ 25.0 million and (ii) the third Term Loan tranche was to be made available in an aggregate principal amount of up to $ 15.0 million. The fourth Term Loan tranche was to be made available in an aggregate principal amount of up to $ 45.0 million subject to the approval of the lenders. The Term Loan had interest rate equal to the greater of (a) the prime rate as reported in The Wall Street Journal plus 2.45 % and (b) (i) 9.95 % until December 31, 2025, and (ii) 9.45 % thereafter.
On November 5, 2025, (the “Amendment Closing”), the Company entered into an amendment to the Loan Agreement with Hercules and the lenders party thereto, pursuant to which the lenders will, subject to certain terms and conditions, increase the availability under the Term Loan from an aggregate principal amount of $ 100.0 million to $ 125.0 million. The Term Loan, as amended, is structured in four tranches. As described above, the first Term Loan tranche was drawn down on the Closing Date in an aggregate principal amount of $ 15.0 million. The second Term Loan tranche was drawn down on the Amendment Closing in an aggregate principal amount of $ 20.0 million. Upon the achievement of certain milestones and subject to other terms and conditions set out in the Loan Agreement, as amended, the third Term Loan tranche will be made available in an aggregate principal amount of up to $ 10.0 million. The fourth Term Loan tranche will be made available in an aggregate principal amount of up to $ 80.0 million subject to the approval of the lenders. The Term Loan, as amended, bears interest equal to the greater of (a) 9.70 % per annum and (b) the prime rate as reported in The Wall Street Journal plus 2.45 % per annum. The interest-only period has been extended to 30 months from May 13, 2025.
The Term Loan will mature on January 1, 2029 (the “Maturity Date”). The Company may make payments of interest only through December 1, 2027, which will be extended to June 1, 2028, or December 1, 2028, if certain conditions described in the Loan Agreement, as amended, are met. Thereafter, the Company is obligated to make payments that will include installments of principal and interest through the Maturity Date.
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The Loan Agreement includes customary representations and warranties and covenants associated with the Term Loan. Such terms include (1) covenants concerning financial and other reporting obligations, and (2) certain limitations on indebtedness, liens, investments, distributions (including dividends), collateral, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. Compliance with the financial covenant will be conditionally waived pursuant to the terms of the Loan Agreement when the Company’s market capitalization exceeds $ 800 million. The Loan Agreement includes customary events of default, including payment defaults, breaches of representations and warranties, breaches of covenants following any applicable cure period and the occurrence of certain events that could reasonably be expected to have a “material adverse effect” as set forth in the Loan Agreement. As of June 30, 2026, the Company was in compliance with the covenants under the Loan Agreement.
The obligation under the Loan Agreement is secured by a security interest in substantially all of the Company’s assets and the assets of its subsidiaries that are co-borrowers or guarantors. Upon the occurrence of an event of default, Hercules will be entitled to exercise remedies, including acceleration of the Term Loan obligations and foreclosure on collateral.
The Loan Agreement, as amended, provides for a prepayment charge equal to 3.0 % of the outstanding principal balance of the Term Loan if prepayment is made within the twelve months after Amendment Closing, 2.0 % if within the twenty-four months after Amendment Closing, 1.0 % if within the thirty-six months after Amendment Closing and 0.0 % thereafter. The Loan Agreement provides for an end of term charge of 6.25 % of the funded loan amount, due at the earlier of prepayment or maturity. Pro-rata payment of any earned end of term charge will be due upon any partial prepayment (the “End of Term Charge”). In addition, the Loan Agreement requires the Company to pay a facility charge of 1.0 % of the Term Loan funded due at the Closing Date and of each subsequent Term Loan tranche at the time such tranche is funded.
The Company accounted for the End of Term Charge, Facility Charge, and other direct costs incurred in connection with the Loan Agreement and its amendment as a debt discount and issuance costs, and they are being amortized over the term of the loan using the effective interest method. The weighted-average effective interest rate on the Term Loan is 13.37 %.
The Company incurred interest expense on the Term Loan, including debt discount and issuance costs amortization, of $ 1.1 million and $ 0.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 2.2 million and $ 0.3 million during the six months ended June 30, 2026 and 2025, respectively.
The Term Loan consists of the following (in thousands):
June 30, 2026
December 31, 2025
Term loan principal amount
$
35,000
$
35,000
End of term charge
2,188
2,188
Unamortized discount and issuance costs
( 2,446 )
( 2,901 )
Total term loan
34,742
34,287
Less: current portion of term loan
—
—
Total term loan, net of current portion
$
34,742
$
34,287
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Future principal loan payments on the currently outstanding Term Loan as of June 30, 2026 are as follows (in thousands):
2026
$
—
2027
1,712
2028
21,611
2029
11,677
Total future principal payments
35,000
Add: End of term charge
2,188
Less: Unamortized discount and issuance costs
( 2,446 )
Less: Current portion of term loan
—
Total term loan, net of current portion
$
34,742
6. Other Noncurrent Liabilities
The Company’s other noncurrent liabilities are summarized as follows (in thousands):
June 30, 2026
December 31, 2025
Research and development incentive credit
$
4,610
$
4,448
Lease obligation, long-term portion
1,004
1,145
Conditional economic incentive grants
147
160
Total other noncurrent liabilities
$
5,761
$
5,753
7. Stockholders’ Equity
On April 16, 2026, the Company amended its Certificate of Incorporation (the “Charter”) by filing a Certificate of Amendment (the “Amendment”) with the Secretary of State of Delaware. The Amendment increased the number of authorized shares of common stock from 200,000,000 to 400,000,000 and was approved by the holders of more than a majority of the votes cast at the 2026 Annual Meeting of Shareholders (the “2026 AMS”). The Amendment authorized the Company to issue 400,000,000 shares of common stock, par value $ 0.0001 per share. As of June 30, 2026, the Company had 194,474,154 shares of common stock issued and outstanding .
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.
The Charter also authorized the Company to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share. As of June 30, 2026, the Company had no shares of preferred stock issued and outstanding .
At-the-Market (ATM) Offerings
On November 6, 2025, the Company entered into an Equity Distribution Agreement (the “November 2025 Agreement”) with Leerink Partners LLC serving as sales agent (the “November 2025 Sales Agent”) with respect to an ATM offerings program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 200.0 million (the “November 2025 Shares”) through the November 2025 Sales Agent (the “November 2025 Offering”). All of the November 2025 Shares offered and sold in the November 2025 Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the November 2025 Offering that form a part of the Registration Statement. The Company capitalized approximately $ 0.2 million of other offering costs which will offset the proceeds received from the shares sold under the November 2025 Agreement. Since inception through June 30, 2026, the Company has sold 7,920,228 shares of common stock under the November 2025 Agreement resulting in approximately $ 34.2 million in proceeds, net of $ 0.6 million commission and other offering costs. During the six months ended June 30, 2026, the Company sold 2,021,169 shares of common stock under the November 2025 Agreement resulting in approximately $ 8.7 million in proceeds, net of $ 0.1 million commission
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and other offering costs, and as of June 30, 2026, $ 165.3 million remained available to be sold under the November 2025 Agreement. As of June 30, 2026, there was $ 0.2 million deferred offering costs included in prepaid expenses and other current assets on the accompanying consolidated balance sheets.
On February 27, 2025, the Company entered into an Equity Distribution Agreement (the “February 2025 Agreement”) with Leerink Partners LLC, Piper Sandler & Co. and Stifel, Nicolaus & Company, Incorporated, serving as sales agents (the “February 2025 Sales Agents”) with respect to an ATM offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “February 2025 Shares”) through the February 2025 Sales Agents (the “February 2025 Offering”). All of the February 2025 Shares offered and sold in the February 2025 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 27, 2025, which was declared effective on March 13, 2025, and the prospectus supplements related to the February 2025 Offering that form a part of the Registration Statement. During the six months ended June 30, 2025, the Company sold 8,052,064 shares of common stock under the February 2025 Agreement resulting in approximately $ 42.4 million in proceeds, net of $ 1.4 million commission and other offering costs. Since inception through the termination of the February 2025 Agreement in November 2025, the Company sold 27,896,642 shares of common stock resulting in approximately $ 118.1 million in proceeds, net of $ 3.9 million commission and other offering costs.
On February 28, 2023, the Company entered into an Equity Distribution Agreement (the “2023 Agreement”) with Evercore Group L.L.C., JMP Securities LLC and B. Riley Securities, Inc., serving as sales agents (the “2023 Sales Agents”), with respect to an ATM offerings program under which the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 150.0 million (the “2023 Shares”) through the 2023 Sales Agents (the “2023 Offering”). All 2023 Shares offered and sold in the 2023 Offering were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 28, 2023. During the six months ended June 30, 2025, the Company sold 4,467,866 shares of common stock under the 2023 Agreement resulting in approximately $ 30.2 million in proceeds, net of $ 1.0 million commission and other offering costs. Since inception through the expiration of the 2023 Agreement in February 2025, the Company sold 26,129,903 shares of common stock under the 2023 Agreement resulting in approximately $ 126.8 million in proceeds, net of $ 4.1 million commission and other offering costs.
Registered Direct Offering (“RDO”)
On January 27, 2026, the Company entered into a securities purchase agreement with a new fundamental institutional investor pursuant to a registered direct offering under the November 2025 Shelf for the purchase and sale of 12,397,920 shares of its common stock and 4,647,534 pre-funded warrants for net proceeds of approximately $ 70.3 million, after deducting the offering expenses of approximately $ 4.7 million (the “January 2026 RDO”). All Shares offered and sold in the January 2026 RDO were issued pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on November 13, 2025, which was declared effective on December 5, 2025. The pre-funded warrants were fully exercised on February 13, 2026 at an exercise price of $ 0.001 per share, resulting in the issuance of 4,647,534 shares of the Company’s common stock.
The pre-funded warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity. Proceeds from the issuance of pre-funded warrants were recorded within additional paid-in capital.
April 2026 Offering
On April 22, 2026, the Company entered into an underwriting agreement with certain underwriters pursuant to which the Company offered and sold securities consisting of (i) 64,250,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 64,250,000 shares of common stock (or pre-funded warrants in lieu thereof) and (ii) in lieu of common stock, to certain investors that so choose, pre-funded warrants to purchase an aggregate of up to 10,750,000 shares of its common stock and accompanying common stock warrants to purchase an aggregate of 10,750,000 shares of common stock (or pre-funded warrants in lieu thereof), at an exercise price of $ 0.001 per pre-funded warrant (the “April 2026 Offering”). The common stock and pre-funded warrants were sold in combination with an accompanying common stock warrant to purchase one share of common stock (or pre-funded warran t in lieu thereof) issued for each share of common stock or pre-funded warrant sold. The accompanying common stock warrant has an
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exercise price of $ 3.00 per share and is immediately exercisable from the date of issuance. The combined offering price of each share of common stock and accompanying common stock warrant is $ 3.00 . The combined offering price of each pre-funded warrant and accompanying common stock warrant is $ 2.999 . The net proceeds of the April 2026 Offering were approximately $ 211.1 million, after deducting the underwriting discount and offering expenses of approximately $ 13.9 million. If all of the common stock warrants sold in the April 2026 Offering were to be exercised in cash at their exercise price, the Company would receive additional gross proceeds of $ 225 million. All shares of common stock, pre-funded warrants and common stock warrants offered and sold in the April 2026 Offering were issued pursuant to the February 2025 Shelf and November 2025 Shelf and a related registration statement that was filed with the SEC on April 22, 2026 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing as permitted under Rule 429.
The pre-funded and common stock warrants are indexed to the Company’s common stock and meet the criteria to be classified as equity. Proceeds from the issuance of pre-funded warrants are recorded within additional paid-in capital.
Warrants
The following warrants were outstanding as of June 30, 2026:
Per Share
Number of
Exercise
Warrants
Price
Issuance Date
Expiration Date
Pre-funded warrants
10,750,000
$
0.001
April 24, 2026
—
Common stock warrants
75,000,000
3.000
April 24, 2026
April 24, 2031
Total
85,750,000
A summary of warrant activity is as follows:
Weighted-Average
Weighted
Remaining
Number of
Average
Contractual Term
Warrants
Exercise Price
(Years)
Warrants outstanding, December 31, 2025
—
Issued
90,397,534
Exercised
( 4,647,534 )
Warrants outstanding, June 30, 2026
85,750,000
$
2.62
4.8
8. Stock-Based Compensation
2017 Omnibus Incentive Plan (Omnibus Plan)
The Company’s Omnibus Plan provides for an annual increase on January 1 of each year, commencing in 2019 and ending on and including January 1, 2027, up to an amount equal to the lowest of (i) 4 % of the total number of shares of common stock outstanding on a fully diluted basis as of December 31 of the immediately preceding calendar year, and (ii) such number of shares of common stock, if any, determined by the Company’s board of directors. Accordingly, on January 1, 2026, the number of shares of Common Stock reserved and available for issuance under the Omnibus Plan increased by 4,969,458 shares of common stock.
Stock Options
The Company’s stock option awards generally vest over four years and typically have a contractual life of ten years . As of June 30, 2026, there was $ 18.5 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.9 years. During the six months ended June 30, 2026, the
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Company granted 2,215,309 stock options with a weighted average exercise price of $ 4.09 and per share weighted average grant date fair value of $ 3.36 .
Information related to stock options outstanding as of June 30, 2026, is as follows (in thousands, except share, exercise price, and contractual term):
Weighted-Average
Weighted-
Remaining
Number of
Average
Contractual Term
Aggregate Intrinsic
Stock Options
Exercise Price
(Years)
Value
Outstanding, December 31, 2025
11,289,920
$
7.33
5.6
$
877
Granted
2,215,309
$
4.09
Exercised
( 7,458 )
$
2.95
Forfeited or expired
( 1,456,559 )
$
8.14
Outstanding, June 30, 2026
12,041,212
$
6.64
5.9
$
584
Exercisable, June 30, 2026
5,862,145
$
8.64
5.9
$
494
Vested and expected to vest, June 30, 2026
11,288,964
$
6.75
5.9
$
576
Restricted Stock Units (RSUs)
During the six months ended June 30, 2026, the Company granted 765,623 shares of RSUs with a weighted average grant date fair value of $ 4.35 which vest over four years . As of June 30, 2026, the Company had unvested RSUs of 1,978,950 shares with total unrecognized compensation expense of $ 7.1 million, which the Company expects to recognize over a weighted average period of approximately 3.4 years. During the six months ended June 30, 2026, the Company issued 209,537 shares of common stock as a result of the vesting of 337,325 RSUs, net of 124,038 shares of common stock withheld to satisfy tax withholding obligations.
2019 Employee Stock Purchase Plan (“ESPP”)
On April 16, 2026, pursuant to the approval by shareholders at the 2026 AMS, the Company amended its ESPP to increase the number of shares of common stock reserved under the ESPP from 403,500 to 1,108,827 .
Under the ESPP, employees purchased 57,801 shares of the Company’s common stock for $ 0.2 million during the six months ended June 30, 2026.
Stock-based Compensation Expense
During the six months ended June 30, 2026, the Company recorded $ 0.3 million in incremental stock-based compensation expense as a result of the modifications of stock awards upon termination of a former executive officer. The modification extended the option exercise period of a former executive officer’s fully vested stock options by a period of twelve months from the termination date.
Stock-based compensation expense is classified in the unaudited consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025 as follows (in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Research and development
$
1,091
$
1,553
$
2,323
$
3,329
General and administrative
1,697
2,013
3,843
4,252
Total
$
2,788
$
3,566
$
6,166
$
7,581
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9. Net Loss Per Share
Because the Company has reported net loss attributable to common stockholders for the three and six months ended June 30, 2026 and 2025, basic and diluted net loss per share attributable to common stockholders in each period are the same.
Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average numbers of shares of common stock and pre-funded warrants outstanding for the period.
Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period. As such, all unvested RSUs, stock options and common stock warrants have been excluded from the computation of diluted weighted average shares outstanding because such securities would have an anti-dilutive impact for all periods presented.
Potential common shares, issuable upon conversion, vesting, or exercise of unvested RSUs, stock options and common stock warrants, that are excluded from the computation of diluted weighted-average shares outstanding, as they are anti-dilutive, are as follows:
Three and Six Months Ended
June 30,
2026
2025
Common stock warrants
75,000,000
—
Stock options
12,068,733
8,128,505
Restricted stock units
1,978,950
1,039,950
10. Commitments and Contingencies
Spitfire Acquisition
In July 2019, the Company entered into the Spitfire merger agreement to acquire all of the equity interests of Spitfire Pharma, Inc. (“Spitfire”). Spitfire was a privately held, preclinical pharmaceutical company developing novel peptide products for pharmaceutical indications, including pemvidutide for the treatment of MASH. As part of the agreement, the Company is obligated to make payments of up to $ 80.0 million upon the achievement of specified worldwide net sales of all products developed using the technology acquired from Spitfire Pharma, Inc. (the “Sales Milestone”) within ten years following the approval of a new drug application filed with the U.S. Food and Drug Administration (the “FDA”).
The contingent payments related to the Sales Milestones are predominately cash-based payments accounted for under FASB Accounting Standards Codification Topic 450, Contingencies. Accordingly, the Company will recognize the Sales Milestones when the contingency is probable and the amount can be reasonably estimated.
Lease
On June 15, 2026, the Company entered into a lease agreement for office space in Morristown, New Jersey, which will serve as the Company’s new headquarters upon facility occupancy and lease commencement. The Company will make monthly rental payments aggregating approximately $ 0.3 million annually for the 5-year lease term. The lease is expected to commence on October 1, 2026 (“Lease Commencement Date”). The Company determined that the lease is an operating lease under ASC 842. On the Lease Commencement Date, the Company will record ROU asset and lease liability of approximately $ 1.2 million on its balance sheet.
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Litigation
The Company from time to time may be a party to various contracts and subject to disputes, litigation, and potential claims arising in the ordinary course of business, none of which are currently reasonably possible or probable of material loss.
11. Segment Information
The Company is a late clinical-stage biopharmaceutical company developing novel therapies for serious liver diseases. The Company’s lead product candidate is pemvidutide, a balanced 1:1 glucagon/GLP-1 dual receptor agonist in development for the treatment of MASH, AUD and ALD. To date, the Company has not generated any revenue from the sale of any products.
The chief operating decision maker assesses the performance of the Company and decides how to allocate resources based solely on net (loss) income, which is also reported on the consolidated statements of operations and comprehensive loss as net (loss) income. The measure of segment assets is reported on the consolidated balance sheet as total assets.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.