What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-12 · 69 added, 141 removed, 262 unchanged (44% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(in thousands, except par value information)

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Accounts receivable

10 unchanged sentences

Total current liabilities

Deferred revenue, net of current portion

Operating lease liability, net of current portion

Operating lease liabilities, net of current portion

Total liabilities

2 unchanged sentences

60,000 shares authorized;

outstanding shares were 27,235 at September 30, 2025 and 27,096 at December 31, 2024

outstanding shares were 28,423 at March 31, 2026 and 28,414 at December 31, 2025

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

7 unchanged sentences

Loss from operations

Loss from foreign currency

Finance income, net

Net loss before income taxes

Provision (benefit) for income taxes

Other income (expense)

Net loss per share, basic and diluted

12 unchanged sentences

Balance – March 31, 2026

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Balance – June 30, 2025

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Issuance of common stock under equity plans

Balance – September 30, 2025

Stockholders’

4 unchanged sentences

Balance – March 31, 2025

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Balance – June 30, 2024

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Issuance of common stock under equity plans

Balance – September 30, 2024

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEM ENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

3 unchanged sentences

Share-based compensation expense

Gain on sale of equipment

Foreign currency transaction loss

10 unchanged sentences

Acquisition of property and equipment

Net cash used in investing activities

Proceeds from sale of equipment

Net cash provided by (used in) investing activities

Financing activities

Proceeds from exercise of stock options

Proceeds from the issuance of common stock under equity plans

Proceeds from debt

Payments on debt obligations

Net cash provided by financing activities

2 unchanged sentences

Cash, cash equivalents and restricted cash at end of the period

Nine Months Ended September 30,

Non-cash investing activities

Non-cash asset disposal

Right-of-use assets acquired through operating leases

Purchase of property and equipment in accounts payable

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

5 unchanged sentences

Arcturus Therapeutics Holdings Inc.

(the “Company” or "Arcturus") is a commercial messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics and infectious disease vaccines.

(the “Company” or "Arcturus") is a messenger RNA medicines company focused on the development of liver and respiratory rare disease therapeutics.

Arcturus became a clinical stage company in 2020 when it announced that its Investigational New Drug (“IND”) application for ornithine transcarbamylase (“OTC”) deficiency and its Clinical Trial Application (“CTA”) for candidate LUNAR-COV19 were approved by applicable health authorities.

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These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

These condensed consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions regarding the valuation of certain debt and equity instruments, share-based compensation, accruals for liabilities, income taxes, revenue and deferred revenue, leases, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

These condensed consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions regarding the valuation of equity instruments, share-based compensation, accruals for liabilities, income taxes, revenue and deferred revenue, leases, and other matters that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

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The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on the financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted.

The Company does not expect to early adopt the new standard.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on the financial statements and related disclosures.

The Company has entered into license agreements and collaborative research and development arrangements with pharmaceutical and biotechnology companies, as well as consulting, related technology transfer, product revenue and government grant agreements.

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The Company cannot guarantee the achievement of these milestones due to risks associated with preclinical and clinical activities required for development of nucleic acid medicine-based therapeutics and vaccines.

The following table presents changes during the nine months ended September 30, 2025 in the balances of contract assets and liabilities as compared to what was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The following table presents changes during the three months ended March 31, 2026 in the balances of contract assets and liabilities as compared to what was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

(in thousands)

December 31, 2025

September 30, 2025

March 31, 2026

Contract Assets:

3 unchanged sentences

The following table summarizes the Company’s revenues for the periods indicated.

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Three Months Ended March 31,

(in thousands)

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CSL Seqirus will lead the development and commercialization of vaccines under the collaboration.

The collaboration plans to advance vaccines against SARS-CoV-2 (COVID-19), influenza, pandemic preparedness as well as three other infectious diseases.

The collaboration plans to advance vaccines against SARS-CoV-2 (COVID-19), influenza, pandemic preparedness as well as other infectious diseases.

In September 2024, our COVID-19 vaccine KOSTAIVE ® became the world’s first approved and commercially available self-amplifying RNA (sa-mRNA) vaccine.

The Company received a $ 200.0 million upfront payment and is eligible to receive over $ 1.3 billion in development milestones if all products are registered in the licensed fields and is entitled to potentially receive up to $ 3.0 billion in commercial milestones based on “net sales” of vaccines in the various fields.

In addition, the Company is eligible to receive a 40 % net profit share for COVID-19 vaccine pro ducts and up to low double-digit royalties for vaccines for pandemic preparedness and against seasonal influenza as well as three other infectious disease pathogens.

During the third quarter of 2025, the Company invoiced $ 4.1 million in upfront payments related to the CSL Collaboration Agreement.

All amounts were included in accounts receivable as of September 30, 2025.

In evaluating the CSL Collaboration Agreement in accordance with ASC 606, the Company concluded that CSL Seqirus is a customer.

2 unchanged sentences

For each performance obligation, the Company estimated the standalone selling price based on 1) in the case of the license, the fair value using costs to recreate plus margin method and (2) in the case of research and development services and regulatory activities, cost plus margin for estimated full-time equivalent (“FTE”) costs, direct costs including laboratory supplies, contractors, and other out-of-pocket expenses for research and development services and regulatory activities.

As of September 30, 2025, the transaction price consisted of upfront consideration received and milestones achieved.

Additional variable consideration was not included in the transaction price as of September 30, 2025, because the Company could not conclude that it is probable that including the variable consideration will not result in a significant revenue reversal.

As of March 31, 2026, the transaction price consisted of upfront consideration received and milestones achieved.

Additional variable consideration was not included in the transaction price as of March 31, 2026, because the Company could not conclude that it is probable that including the variable consideration will not result in a significant revenue reversal.

The Company allocated the transaction price to the performance obligations in proportion to their standalone selling price.

2 unchanged sentences

Any consideration related to sales-based royalties will be recognized when the amounts are probable of non-reversal, provided that the reported sales are reliably measurable and the Company has no remaining promised goods/services, as they are constrained and therefore have also been excluded from the transaction price.

The revenue recognized in the third quarter of 2025 relates to the license delivered, milestones achieved and services performed through September 30, 2025.

Total deferred revenue as of September 30, 2025 and December 31, 2024 for the CSL Collaboration Agreement was $ 8.7 million and $ 30.7 million, respectively.

The revenue recognized in the first quarter of 2026 relates to the license delivered, milestones achieved and services performed through March 31, 2026.

Total deferred revenue as of March 31, 2026 and December 31, 2025 for the CSL Collaboration Agreement was $ 5.8 million and $ 6.2 million, respectively.

During 2023, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the Company agreed to sponsor and conduct a Phase 1 clinical study in the influenza field.

3 unchanged sentences

Therefore, the Company concluded the promise to sponsor and conduct the Phase 1 clinical study is a separate contract and the sole performance obligation under the new arrangement.

During the quarter ended September 30, 2025 , the Company recognized $ 1.4 million related to the performance obligation, which was fully satisfied during the period.

During the fourth quarter of 2023, the Company received an advance payment of $ 5.3 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product.

During the first quarter of 2024, the Company received an additional advance payment of $ 5.1 million from CSL Seqirus for manufacturing activities related to COVID-19 vaccine product.

The Company concluded that the promise to perform manufacturing activities is a customer option as part of the CSL Collaboration Agreement and is accounted for as a separate contract.

The Company recognized $ 5.3 million in revenue related to this customer option during the third quarter of 2024 upon the transfer of vaccine product to CSL Seqirus.

The remaining $ 5.1 million, along with an estimated adjustment for costs in excess of previously invoiced amounts, was recognized as revenue during the quarter ended March 31, 2025 when the remaining vaccine product was transferred to CSL Seqirus.

In March 2024, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the parties agreed to, among other things, adjust (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, (iii) provisions of the CSL Collaboration Agreement related to specific royalty payments, (iii) provisions of the CSL Collaboration Agreement related to distributors, and (iv) proprietary payment calculations related to the foregoing.

The performance obligation was fully satisfied during the 2025 period.

In March 2024, the Company entered into an amendment to the CSL Collaboration Agreement, pursuant to which the parties agreed to, among other things, adjust (i) the development plans for certain product candidates, (ii) various development milestones related to such product candidates, (iii) provisions of the CSL Collaboration Agreement related to specific royalty payments, (iv) provisions of the CSL Collaboration Agreement related to distributors, and (v) proprietary payment calculations related to the foregoing.

In August 2022, the Company entered into a cost reimbursement contract (the “BARDA Contract”) with the Biomedical Advanced Research and Development Authority ("BARDA"), a division of the Office of the Assistant Secretary for Preparedness and Response (ASPR) within the U.S.

Department of Health and Human Services (HHS) for an award of up to $ 63.2 million for the development of a pandemic influenza vaccine using the Company's STARR ® self-amplifying mRNA vaccine platform technology.

Department of Health and Human Services (HHS) for an award of up to $ 63.2 million for the

development of a pandemic influenza vaccine using the Company's STARR ® self-amplifying mRNA vaccine platform technology.

The Company earns grant revenue for performing tasks under the agreement.

3 unchanged sentences

The costs associated with these reimbursements are reflected as a component of research and development expense in the Company’s condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2025, the remaining available funding net of revenue e arned was $ 30.3 million.

As of March 31, 2026, the remaining available funding net of revenue e arned was $ 25.8 million.

Gates Foundation

During the three months ended September 30, 2025 , the Company recognized $ 1.1 million of grant revenue related to cost reimbursement under two grants awarded by the Gates Foundation.

During the three months ended March 31, 2026 , the Company recognized $ 0.6 million of grant revenue related to cost reimbursement under two grants awarded by the Gates Foundation.

The grants support development of (i) a therapeutic HPV vaccine candidate and (ii) durability assessments of self-amplifying mRNA COVID-19 vaccine platforms.

2 unchanged sentences

Unspent or uncommitted amounts remain deferred until the associated performance obligations are satisfied.

As of September 30, 2025 , deferred grant revenue related to these agreements totaled $ 2.3 million.

As of March 31, 2026 , deferred grant revenue related to these agreements totaled $ 1.8 million.

Fair Value Measurements

6 unchanged sentences

The carrying value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values due to their relatively short maturities.

As of September 30, 2025 and December 31, 2024 , all assets measured at fair value on a recurring basis consisted of cash equivalents and money market funds, which were classified within Level 1 of the fair value hierarchy.

As of March 31, 2026 and December 31, 2025 , all assets measured at fair value on a recurring basis consisted of cash equivalents and money market funds, which were classified within Level 1 of the fair value hierarchy.

The fair value of these financial instruments was measured based on quoted prices.

2 unchanged sentences

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Property and equipment, net

Depreciation and amortization expense was $ 0.8 million and $ 2.3 million for the three and nine months ended September 30, 2025 , respectively, and $ 0.9 million and $ 2.7 million for the three and nine months ended September 30, 2024 , respectively.

During the three months ended September 30, 2025, the Company disposed of certain fully depreciated assets with no cash proceeds.

Depreciation and amortization expense was $ 0.7 million for the three months ended March 31, 2026 , and $ 0.8 million for the three months ended March 31, 2025.

Accrued liabilities consisted of the following:

(in thousands)

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Cystic Fibrosis Foundation liability

Current portion of operating lease liability

Current portion of operating lease liabilities

Accrued facilities costs

Clinical trial accruals

Vinbiocare contractual liabilities

Legal accrual

Other accrued research and development expenses

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amounts shown in the unaudited condensed consolidated statement of cash flows as of September 30, 2025 and 2024:

(in thousands)

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cash and cash equivalents

2 unchanged sentences

Total cash, cash equivalents and restricted cash

Restricted cash includes collateral pledged and held in the Company’s securities accounts pursuant to a security agreement with Wells Fargo Bank, National Association (“Wells Fargo”) (Note 5).

As of September 30, 2025 , such collateral amounted to $ 55.0 million.

Restricted cash also includes cash required to be set aside as security for lease payments and to maintain a letter of credit for the benefit of the landlord of the Company’s offices.

As of September 30, 2025 and 2024 , the Company had restricted cash of $ 1.9 million in conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.

Wells Fargo Credit Agreement

The Company’s wholly-owned subsidiary, Arcturus Therapeutics, Inc.

(“Arcturus Therapeutics”) entered into a credit agreement with Wells Fargo Bank on April 21, 2023, and amended on June 26, 2024 , whereby Wells Fargo will make a $ 50.0 million

revolving credit line available to the Company (the “Loan”) and each draw on the Loan evidenced by a revolving line of credit note (the “Note”).

Borrowings under the agreement will bear interest at a rate of 1.00 % above either the Daily Simple SOFR or Term SOFR (as such terms are defined in the Note), with “SOFR” being the rate per annum equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York.

If an Event of Default (as defined in the agreement) occurs, then all Loans shall bear interest at a rate equal to 2.00 % above the interest rate applicable immediately prior to the occurrence of the Event of Default.

The term of the agreement was originally two years , with an option for one-year renewals subject to Wells Fargo approval and Arcturus Therapeutics furnishing to Wells Fargo a non-refundable commitment fee equal to 0.25 % of the Loan amount for each such renewal.

There is no penalty for terminating the facility prior to the maturity date of the Note.

As collateral, the Company has agreed to pledge $ 55.0 million in cash to be held in the Company’s securities accounts with Wells Fargo Securities, LLC, an affiliate of Wells Fargo, pursuant to a security agreement.

In June 2024, Arcturus Therapeutics and Wells Fargo entered into an amendment to the Note, whereby the term of the Note was extended by one year to April 2026.

No amounts were drawn down under the Loan during the three months ended September 30, 2025.

As of March 31, 2026 and 2025, the Company had restricted cas h of $ 2.0 million and $ 1.9 million, respectively, i n conjunction with property leases in San Diego, California, and such restriction is expected to be removed at the end of the lease term.

Stockholders’ Equity

Net Loss per Share

Potentially dilutive securities that were not included in the calculation of diluted net loss per share as they were anti-dilutive totaled 0.5 million and 0.4 million for three and nine months ended September 30, 2025, respectively, and 0.7 million and 1.1 million for the three and nine months ended September 30, 2024, respectively.

Potentially dilutive securities that were not included in the calculation of diluted net loss per share as they were anti-dilutive totaled 0.1 million and 0.5 million for three months ended March 31, 2026 and March 31, 2025, respectively.

Sales Agreement

3 unchanged sentences

In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $ 200 million from time to time through Cantor, Wells Fargo Securities, or William Blair, each acting as the Company's sales agent.

During the three and nine months ended September 30, 2025 the Company did no t offer or sell any shares of common stock pursuant to the Sales Agreement.

During the three months ended December 31, 2025, the Company sold 1,179,201 shares of its common stock pursuant to the Sales Agreement at a weighted‑average price of $ 10.38 per share, resulting in gross proceeds of approximately $ 12.2 million.

After deducting offering costs of $ 0.5 million, the Company received net proceeds of approximately $ 11.7 million from these sales.

In December 2025, the Company filed, and subsequently had declared effective, a replacement shelf registration statement on Form S‑3, which replaced the prior registration statement and continues to support the Sales Agreement.

During the three months ended March 31, 2026 the Company did not offer or sell any shares of common stock pursuant to the Sales Agreement.

Share-Based Compensation Expense

In June 2024 at the Company’s 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), the stockholders of the Company appro ved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan (as amended, the “2019 Plan”) which, among other things, increased the aggregate number of shares authorized for use in making awards to eligible persons under the 2019 Plan by 2,000,000 shares, for a total of up to 10,750,000 shares available for issuance.

As of September 30, 2025 , a total of 1,586,213 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

As of March 31, 2026 , a total of 1,040,059 shares remain available for future issuance under the 2019 Plan, subject to the terms of the 2019 Plan.

In October 2021, the Company adopted the 2021 Inducement Equity Incentive Plan which covers the award of up to 1,000,000 shares of common stock (the “2021 Plan”) effective as of October 15, 2021.

2 unchanged sentences

Pursuant to the terms of the plan, shares underlying awards that are forfeited, cancelled, or terminated without issuance are returned to the share reserve.

As of September 30, 2025 , a total of 151,215 shares remain availabl e for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

As of March 31, 2026 , a total of 165,926 shares remain availabl e for future issuance under the 2021 Plan, subject to the terms of the 2021 Plan.

Share-Based Compensation

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024 was as follows:

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Share-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025 was as follows:

Three Months Ended March 31,

(in thousands)

1 unchanged sentence

General and administrative

The Company is subject to taxation in the United States and various states.

The Company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter.

The primary difference between the effective tax rate and the federal statutory rate is due to federal and state income tax expense offset by valuation allowance on the Company's deferred tax assets.

The Company recorded negligible income tax expense for the three and nine months ended September 30, 2025 .

For the three months ended September 30, 2024, the Company recorded $ 0.2 million of income tax benefit and for the nine months ended September 30, 2024, the Company recorded no income tax benefit.

No tax benefit was provided for losses incurred in the United States because those losses are offset by a full valuation allowance.

Recent Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which enacts significant changes to U.S.

tax and related laws.

Some of the provisions of the new tax law affecting corporations include but are not limited to current deduction of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

The impact of the tax law changes from the OBBBA was included in the Company’s financial statements beginning in the three-months ending September 30, 2025.

The Company is subject to taxation in the United States and various state jurisdictions.

The Company calculates its quarterly income tax provision using a forecasted annual effective tax rate and records discrete items in the period in which they arise.

The primary difference between the Company’s effective tax rate and the federal statutory rate is attributable to federal and state income tax expense offset by a valuation allowance on the Company’s deferred tax assets.

The Company recorded negligible income tax expense for the three months ended March 31, 2026 and 2025.

No tax benefit was recorded for losses incurred in the United States, as such losses are offset by a full valuation allowance.

Commitments and Contingencies

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During the fourth quarter of 2023, the Company received the full payment from CFF related to the amendme nt.

Total contra expense recognized was $ 0.2 million and $ 0.9 million for the three and nine months ended September 30, 2025 , respectively.

A total expense of $ 0.3 million and a total contra expense of $ 0.5 million were recognized during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025 and December 31, 2024 , $ 6.6 million and $ 7.4 million, respectively, remained in accrued liabilities.

For the three months ended March 31, 2026 and 2025, the Company recognized a contra expen se of $ 0.3 million and $ 0.4 million, respectively, related to CFF .

As of March 31, 2026 and December 31, 2025 , $ 6.1 million and $ 6.4 million, respectively, remained in accrued liabilities.

In October 2017, the Company entered into a non-cancellable operating lease agreement for office space adjacent to its previously occupied headquarters.

The commencement of the lease began in March 2018 and the lease extends for approximately 84 months from the commencement date with a remaining lease term through March 2025.

The commencement of the lease began in March 2018 and the lease extended for approximately 84 months from the commencement date with a remaining lease term through March 2025.

In March 2024, the Company negotiated with the lessor to extend the lease through March 2027.

Monthly rental payments are due under the lease and there are escalating rent payments during the term of the lease.

1 unchanged sentence

In conjunction with the new lease, the Company received free rent for four months and received a tenant improvement allowance of $ 0.1 million.

In March 2024, the Company negotiated with the lessor to extend the lease through March 2027.

The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $ 0.1 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.

In February 2020, the Company entered into a second non-cancellable operating lease agreement for office space near its current headquarters.

The lease extended for 13 months from the commencement date and included a right to extend the lease for one twelve-month period.

In February 2021, the Company opted to extend the lease through March 2025 to coincide with the lease term of the Company’s headquarters.

In January 2024, the Company vacated this office space with no intention of operating out of the location in the future.

The Company was still engaged in the lease for the property and obligated to make the remaining lease payments through March 31, 2025, and therefore recorded an impairment loss in the amount of $ 1.3 million during the three months ended March 31, 2024, as there was no future economic benefit from the lease.

In July 2024, the Company terminated the existing lease agreement, in accordance with its terms, thereby ending their contractual obligation to pay for the premises.

In September 2021, the Company entered into a third non-cancellable lease agreement for office, research and development, engineering and laboratory space near its current headquarters, and such lease term commenced during the second quarter of 2022.

The Company entered into an irrevocable standby letter of credit with the landlord for a

security deposit of $ 0.1 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.

In December 2025, the Company vacated this office space with no intention of operating out of the location in the future.

The Company remains obligated to make the remaining lease payments through March 2027.

An impairment loss of $ 1.9 million was recorded for this lease in the year ended December 31, 2025.

In September 2021, the Company entered into a non-cancellable lease agreement for office, research and development, engineering and laboratory space near its current headquarters, and such lease term commenced during the second quarter of 2022.

The initial term of this lease extends ten years and eight months from the date of possession, and the Company has the right to extend the term of the lease for an additional five-year period.

When the lease term was determined for the operating lease right-of-use assets and lease liabilities, the extension option for the lease was not included.

The lease has a monthly base rent ranging from $ 0.3 million

to $ 0.4 million which escalates over the lease term.

The lease has a monthly base rent ranging from $ 0.3 million to $ 0.4 million which escalates over the lease term.

The Company received a free rent period of four months and also pays for various operating costs, including utilities and real property taxes.

The Company entered into an irrevocable standby letter of credit with the landlord for a security deposit of $ 2.0 million upon executing the lease which is included (along with additional funds required to secure the letter of credit) in the balance of non-current restricted cash.

Operating lease right-of-use asset and liability on the consolidated balance sheets represent the present value of remaining lease payments over the remaining lease terms.

Operating lease right-of-use assets and liabilities on the consolidated balance sheets represent the present value of remaining lease payments over the remaining lease terms.

The Company does not allocate lease payments to non-lease components;

therefore, payments for common-area-maintenance and administrative services are not included in the operating lease right-of-use asset and liability.

therefore, payments for common-area-maintenance and administrative services are not included in the operating lease right-of-use assets and liabilities.

The Company uses its incremental borrowing rate to calculate the present value of the lease payments, as the implicit rate in the lease is not readily determinable.

As of September 30, 2025, the remaining payments of the operating lease liability were as follows:

As of March 31, 2026, the remaining payments of the operating lease liabilities were as follows:

(in thousands)

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Weighted-average discount rate

Operating lease costs consist of the fixed lease payments included in operating lease liability and are recorded on a straight-line basis over the lease terms.

Operating lease costs were $ 1.3 million and $ 3.8 million for the three and nine months ended September 30, 2025 , respectively, and $ 1.3 million and $ 4.1 million for the three and nine months ended September 30, 2024 , respectively.

Operating lease costs consist of the fixed lease payments included in operating lease liabilities and are recorded on a straight-line basis over the lease terms.

Operating lease costs were $ 0.9 million and $ 1.3 million for the three months ended March 31, 2026 and March 31, 2025 , respectively.

Segment Information

1 unchanged sentence

The determination of a single business segment is consistent with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”).

The Company’s CODM is its Chief Executive Officer, who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating

decisions, allocating resources, and planning and forecasting for future periods.

The Company’s CODM is its Chief Executive Officer, who reviews and evaluates consolidated net loss for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

The CODM does not evaluate the operating segment using asset or liability information.

The following table presents information about reported segment revenues, segment loss and income, and significant segment expenses:

For the Three Months

Ended September 30,

For the Nine Months Ended September 30,

The following table presents information about reported segment revenues, segment loss, and significant segment expenses:

Three Months Ended March 31,

(in thousands)

14 unchanged sentences

The Company’s share of the investees’ results is presented as either income or loss from equity-method investees in the accompanying consolidated statements of operations and comprehensive loss.

As of September 30, 2025, the carrying value of the equity-method investment in ARCALIS remained at zero .

As of March 31, 2026 , the carrying value of the equity-method investment in ARCALIS remained at zero .

Subsequent Events

Change of Corporate Headquarters

On November 6, 2025, the Company changed its corporate headquarters from 10628 Science Center Drive, Suite 250 San Diego, California 92121, to 10285 Science Center Drive, San Diego, California 92121 (the “Address Change”) in order to order to consolidate administrative operations into a single facility.

There was no material impact on the Company’s operations, financial position, or results of operations as a result of the Address Change.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements