ArriVent BioPharma, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ ​ 150 Table of Contents ARRIVENT BIOPHARMA, INC. INDEX TO FINANCIAL STATEMENTS ​ ​ ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F-2 ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) ​ F-3 ​ ​ ​ Balance Sheets as of December 31, 2025 and 2024 ​ F-4 ​ ​ ​ Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024 ​ F-5 ​ ​ ​ Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 ​ F-6 ​ ​ ​ Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 ​ F-7 ​ ​ ​ Notes to Financial Statements ​ F-8 ​ ​ ​ ​ ​ ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of ArriVent BioPharma, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of ArriVent BioPharma, Inc. (the "Company") as of December 31, 2025, and the related statement of operations and comprehensive loss, of convertible preferred stock and stockholders' equity (deficit) and of cash flows for the year then ended, including the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 5, 2026 We have served as the Company’s auditor since 2025 . ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors ArriVent BioPharma, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheet of ArriVent BioPharma, Inc. (the Company) as of December 31, 2024, the related statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 2023 to 2025. Boston, Massachusetts March 3, 2025 ​ ​ ​ ​ F-3 Table of Contents ARRIVENT BIOPHARMA, INC. BALANCE SHEETS (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Assets ​ ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 45,540 ​ $ 74,293 Short-term investments ​ ​ 267,281 ​ ​ 144,570 Prepaid expenses and other current assets ​ 20,076 ​ 8,116 Total current assets ​ 332,897 ​ 226,979 Long-term investments ​ ​ — ​ ​ 47,683 Right of use assets – operating leases ​ 13 ​ 154 Deferred offering costs ​ ​ 69 ​ ​ — Other assets ​ 190 ​ 126 Total assets ​ $ 333,169 ​ $ 274,942 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 5,934 ​ $ 3,782 Accrued expenses ​ 19,997 ​ 13,330 Operating lease liabilities ​ 14 ​ 162 Total current liabilities ​ 25,945 ​ 17,274 Operating lease liabilities, net of current amount ​ — ​ 14 Total liabilities ​ 25,945 ​ 17,288 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock $ 0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding ​ — ​ — Common stock $ 0.0001 par value, 200,000,000 shares authorized; 42,452,251 and 33,706,765 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively ​ ​ 4 ​ ​ 3 Additional paid-in capital ​ 711,847 ​ 496,195 Accumulated deficit ​ ( 404,641 ) ​ ( 238,333 ) Accumulated other comprehensive income (loss) ​ ​ 14 ​ ​ ( 211 ) Total stockholders’ equity ​ 307,224 ​ 257,654 Total liabilities and stockholders’ equity ​ $ 333,169 ​ $ 274,942 ​ See accompanying notes to financial statements. ​ ​ F-4 Table of Contents ARRIVENT BIOPHARMA, INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 Operating expenses: ​ ​ ​ ​ ​ Research and development ​ $ 153,351 $ 79,004 General and administrative ​ ​ 24,183 ​ 15,304 Total operating expenses ​ ​ 177,534 ​ 94,308 Operating loss ​ ​ ( 177,534 ) ​ ( 94,308 ) Interest and investment income ​ ​ 11,226 ​ ​ 13,820 Net loss ​ ​ ( 166,308 ) ​ ​ ( 80,488 ) Unrealized gain (loss) on marketable securities ​ ​ 225 ​ ​ ( 211 ) Total other comprehensive gain (loss) ​ ​ 225 ​ ​ ( 211 ) Total comprehensive loss ​ $ ( 166,083 ) ​ $ ( 80,699 ) ​ ​ ​ ​ ​ ​ ​ Share information: ​ ​ ​ ​ Net loss per share attributable to common stockholders, basic and diluted ​ $ ( 4.32 ) ​ $ ( 2.56 ) Weighted-average shares of common stock outstanding, basic and diluted ​ 38,462,600 ​ ​ 31,469,328 ​ See accompanying notes to financial statements. ​ ​ F-5 Table of Contents ARRIVENT BIOPHARMA, INC. STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series B ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ convertible preferred stock ​ convertible preferred stock ​ ​ Common stock ​ paid-in ​ ​ Other Comprehensive ​ Accumulated ​ ​ ​ ​ Shares ​ Amount ​ Shares ​ Amount ​ ​ Shares ​ Amount ​ capital ​ ​ Gain (Loss) ​ deficit ​ Total Balance, January 1, 2024 150,000,000 ​ $ 149,865 147,619,034 ​ $ 154,625 ​ 2,745,480 ​ $ — ​ $ 4,652 ​ $ — ​ $ ( 157,845 ) ​ $ ( 153,193 ) Issuance of common stock in initial public offering, net of issuance costs of $ 18,032 — ​ — — ​ — ​ 11,180,555 ​ 1 ​ 183,216 ​ ​ — ​ — ​ 183,217 Conversion of convertible preferred stock into common stock ​ ( 150,000,000 ) ​ ​ ( 149,865 ) ​ ( 147,619,034 ) ​ ​ ( 154,625 ) ​ ​ 19,567,306 ​ ​ 2 ​ ​ 304,488 ​ ​ — ​ ​ — ​ ​ 304,490 Exercise of stock options — ​ — — ​ — ​ 213,424 ​ — ​ 631 ​ ​ — ​ — ​ 631 Stock-based compensation expense — ​ — — ​ — ​ — ​ — ​ 3,208 ​ ​ — ​ — ​ 3,208 Unrealized loss on marketable securities ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 211 ) ​ ​ — ​ ​ ( 211 ) Net loss — ​ — — ​ — ​ — ​ — ​ — ​ ​ — ​ ( 80,488 ) ​ ( 80,488 ) Balance, December 31, 2024 — ​ ​ — — ​ ​ — ​ 33,706,765 ​ ​ 3 ​ ​ 496,195 ​ ​ ( 211 ) ​ ​ ( 238,333 ) ​ ​ 257,654 Issuance of common stock and pre-funded warrants net of issuance costs of $ 10,667 — ​ — — ​ — ​ 8,619,881 ​ 1 ​ 202,630 ​ ​ — ​ — ​ 202,631 Exercise of stock options — ​ — — ​ — ​ 125,605 ​ — ​ 502 ​ ​ — ​ — ​ 502 Stock-based compensation expense — ​ — — ​ — ​ — ​ — ​ 12,520 ​ ​ — ​ — ​ 12,520 Unrealized gain on marketable securities ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 225 ​ ​ — ​ ​ 225 Net loss — ​ — — ​ — ​ — ​ — ​ — ​ ​ — ​ ( 166,308 ) ​ ( 166,308 ) Balance, December 31, 2025 — ​ $ — — ​ $ — ​ 42,452,251 ​ $ 4 ​ $ 711,847 ​ $ 14 ​ $ ( 404,641 ) ​ $ 307,224 ​ ​ ​ See accompanying notes to financial statements. ​ ​ ​ F-6 Table of Contents ARRIVENT BIOPHARMA, INC. STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flows from operating activities: ​ ​ ​ ​ Net loss ​ $ ( 166,308 ) ​ $ ( 80,488 ) Adjustment to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Stock-based compensation expense ​ 12,520 ​ 3,208 Amortization/Accretion of bond discounts/premiums ​ ​ ( 3,026 ) ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and other current assets ​ ( 12,561 ) ​ 1,464 Other assets ​ — ​ ( 20 ) Accounts payable ​ ​ 2,141 ​ ​ ( 751 ) Accrued expenses ​ 6,667 ​ 6,377 Operating lease liabilities ​ ( 21 ) ​ ( 2 ) Net cash used in operating activities ​ ( 160,588 ) ​ ( 70,212 ) Cash flows from investing activities: ​ ​ ​ ​ Purchase of short-term and long-term investments ​ ( 272,934 ) ​ ( 194,164 ) Sales and maturities of short-term and long-term investments ​ ​ 201,706 ​ ​ 1,699 Net cash used in investing activities ​ ( 71,228 ) ​ ( 192,465 ) Cash flows from financing activities: ​ ​ ​ ​ Proceeds from issuance of common stock, net of issuance costs ​ 202,631 ​ 185,950 Proceeds from the exercise of stock options ​ 502 ​ 631 Payment of deferred financing costs ​ ( 70 ) ​ — Net cash provided by financing activities ​ 203,063 ​ 186,581 ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ( 28,753 ) ​ ( 76,096 ) Cash and cash equivalents at beginning of the year ​ 74,293 ​ 150,389 Cash and cash equivalents at end of the year ​ $ 45,540 ​ $ 74,293 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures of non-cash financing and investing activities ​ ​ Deferred offering costs transferred to additional paid-in-capital ​ $ 300 ​ $ 2,732 ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to financial statements. ​ ​ F-7 Table of Contents (1) Background ArriVent BioPharma, Inc., a Delaware corporation (the “Company”), founded on April 14, 2021, is a clinical-stage biopharmaceutical company focused on identifying, licensing and globalizing top biopharma innovations from around the world to deliver important medicines to patients. In June 2021, the Company entered into a license agreement with Shanghai Allist Pharmaceuticals Co. Ltd. (“Allist”) which granted the Company an exclusive license under certain intellectual property owned or controlled by Allist to develop, manufacture and commercialize any product containing firmonertinib or any of its derivatives as an active ingredient, for all uses, in all countries and territories other than greater China, which includes mainland China, Hong Kong, Macau and Taiwan (See Note 11). The Company’s lead development candidate, firmonertinib, is a third-generation tyrosine kinase inhibitor currently being evaluated in multiple clinical trials across a range of epidermal growth factor receptor mutations in non-small cell lung cancer (“NSCLC”), many for which there are limited treatment options. ​ On January 30, 2024, the Company completed the closing of its initial public offering of 9,722,222 shares of common stock at a price of $ 18.00 per share. Additionally, the underwriters exercised their option to purchase an additional 1,458,333 shares of common stock at a price of $ 18.00 per share. The shares of common stock began trading on The Nasdaq Global Market on January 26, 2024, under the symbol “AVBP”. The Company received net proceeds of $ 183.2 million, after deducting underwriting discounts and commissions and other offering expenses. In addition, as a result of the closing of the Company’s initial public offering, the Company’s Series A and Series B convertible preferred stock converted into 19,567,306 shares of common stock in January 2024. ​ ​ (2) Development-Stage Risks and Liquidity The Company has incurred losses since inception and has an accumulated deficit of $ 404.6 million as of December 31, 2025. The Company has concluded that the aggregate balance of cash and cash equivalents and marketable securities of $ 312.8 million as of December 31, 2025 are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development; as a result, additional capital will be needed to fund its future operating and capital requirements. There can be no assurance that the Company will be able to raise sufficient additional capital on acceptable terms, if at all. If such additional financing is not available on satisfactory terms, or is not available in sufficient amounts, the Company’s financial condition or results of operations may be materially adversely affected. The Company is subject to those risks associated with any specialty biotechnology company that has substantial expenditures for research and development. In addition, geopolitical tensions, volatility of capital markets, and other adverse macroeconomic events, including those due to inflationary pressures, changing interest rates, bank instability and the ability of the U.S. government to manage federal debt limits, as well as the potential impact of other health crises on the global financial markets, may reduce the Company's ability to access capital, which could negatively affect its liquidity. ​ (3) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any references in these notes to applicable guidance are meant to refer to GAAP as found in Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). F-8 Table of Contents (b) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions 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 expenses during the reporting period. Actual results could differ from such estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the Company’s common stock prior to its initial public offering, and accrued research and development expenses. (c) Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. ​Management believes that the carrying amounts of cash equivalents and accounts payable approximate fair value due to the short-term nature of those instruments. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years ended December 31, 2025 and 2024. (d) Cash equivalents The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents. Investments qualifying as cash equivalents consist of money market funds, including money market funds held in a sweep account. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. The amount of cash equivalents included in cash and cash equivalents was approximately $ 40.5 million and $ 69.3 million at December 31, 2025 and 2024, respectively. (e) Investments The Company classifies all of its investments as available-for-sale based upon its intent with regard to such investments. The Company classifies investments as short-term when their remaining contractual maturities are one year or less from the balance sheet date, and as long-term when the investment has a remaining contractual maturity of more than one year from the balance sheet date. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest and investment income. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities, are included in interest and investment income. F-9 Table of Contents ​ The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest and investment income. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. (f) Concentration of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short and long-term investments. The Company maintains its balances at high quality, accredited financial institutions and, accordingly, it believes such funds are subject to minimal credit risk. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on these balances. The Company has no financial instruments with off-balance sheet risk of loss. (g) Leases The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. Leases with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company has elected certain practical expedients permitted under the transition guidance to not record short-term leases (terms less than 12 months). Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Payments for non-lease components or that are variable in nature that do not depend on a rate or index are not included in the lease liability and are typically expensed as incurred. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets. Lease expense is recognized on a straight-line basis over the expected lease term for operating-classified leases. (h) Research and Development Costs Research and development costs are recorded as expense as incurred and principally consist of contract research organization costs as well as personnel costs, and amounts paid to third parties for up-front and milestone payments made under license and collaboration agreements. When third-party service providers’ billing terms do not coincide with the Company’s period-end, the Company is required to make estimates of its obligations to those third parties, including clinical trial costs, contractual services costs and costs for supply of its drug candidates, incurred in a given accounting period and record accruals at the end of the period. The Company bases its estimates on the completion status of the research and development programs and the associated estimate of unbilled costs. (i) Stock-Based Compensation Expense The Company measures stock-based awards, including stock options, at their grant-date fair value and records compensation expense over the requisite service period, which is the vesting period of the awards. The Company accounts for forfeitures as they occur. Estimating the fair value of stock options requires the use of subjective assumptions, including the fair value of the Company’s common stock (prior to its initial public offering in January 2024), the expected term of the option and expected stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock options represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and F-10 Table of Contents management uses different assumptions, stock-based compensation expense could be materially different for future awards. The fair value of the Company’s common stock, prior to its initial public offering, was estimated by the Company’s board of directors, with input from management considering the most recently available third-party valuation of the Company’s common stock. Subsequent to its initial public offering on January 26, 2024, the fair value of common stock is based on the closing market price of common stock on the date of grant. The expected term of stock options for employees is estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting date and the contractual term of the option. The contractual term is used as the expected term for stock options granted to non-employees. For stock price volatility, the Company uses the implied volatility of its own share trading activity, in addition to comparable public companies as a basis for the expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is zero given the Company does not expect to pay dividends for the foreseeable future. (j) Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Pre-funded warrants were included in the denominator as the exercise price is negligible and these warrants are fully vested and exercisable. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share since when a net loss exists, potentially dilutive securities are not included in the calculation as their impact is anti-dilutive. The Company’s convertible preferred stock entitled the holder to participate in dividends and earnings of the Company, and, if the Company had recognized net income, it would have used the two-class method to calculate earnings per share. The two-class method was not applicable during periods with a net loss, as the holders of the convertible preferred stock had no obligation to fund losses. The following table sets forth the computation of net loss per share, basic and diluted (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Numerator: ​ ​ ​ ​ Net loss $ ( 166,308 ) $ ( 80,488 ) Denominator: ​ ​ ​ ​ ​ ​ Weighted-average shares of common stock outstanding ​ ​ 37,786,469 ​ ​ — Weighted-average pre-funded warrants outstanding (1) ​ ​ 676,131 ​ ​ — Weighted-average shares of common stock outstanding, basic and diluted ​ 38,462,600 ​ 31,469,328 ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders, basic and diluted ​ $ ( 4.32 ) ​ $ ( 2.56 ) (1) Represents the weighted average number of common shares issuable upon the exercise of pre-funded warrants issued in 2025, which are considered to be outstanding for the purposes of the basic and diluted net loss per share calculation from the date of issuance due to their nominal exercise price ( $ 0.0001 ). ​ F-11 Table of Contents The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Stock options 4,328,880 2,531,144 ​ ​ 4,328,880 ​ 2,531,144 ​ (k) Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense (benefit). (l) Accounting Pronouncements Recently Adopted In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This standard includes the requirement that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). It also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received) and requires that all entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. Lastly, this standard eliminates the requirement for all entities to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made. This standard is effective for the Company for the annual period beginning January 1, 2025. Early adoption and retrospective application is permitted. The Company adopted this standard on a prospective basis in the year ended December 31, 2025. (m) Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This standard requires F-12 Table of Contents an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. This standard is effective for the Company for the annual period beginning January 1, 2027 and interim periods beginning January 1, 2028. Early adoption is permitted. This standard can be applied prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact that this standard may have on its financial statements. (n) Reverse Stock Split On January 23, 2024, the Company filed an amendment to its Certificate of Incorporation and effected a 15.21 -for-1 reverse stock split of its issued and outstanding shares of common stock. All common stock share and per-share amounts presented in the financial statements and related notes have been retroactively adjusted to reflect the reverse stock split. ​ (o) License and Collaboration Agreements The Company analyzes its license and collaborative agreements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement are within the scope of other accounting literature. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, it accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers . None of the license and collaboration agreements discussed in Note 11 represent transactions with customers. ​ If the Company concludes that some or all aspects of the arrangement are within the scope of ASC 808 and do not represent a transaction with a customer, it recognizes costs incurred as a component of the related expense in the period incurred. The arrangements may also require the Company to make payments on achievement of certain milestones, including clinical, regulatory, and development milestones. Clinical, regulatory, and development milestones are recognized as research and development expense only when such milestones are deemed probable of being achieved. ​ (p) Other Comprehensive Income (Loss) ​ Other comprehensive income (loss) (“OCI”) consists of expenses, gains, and losses that are excluded from net income under GAAP. The Company’s OCI includes, when applicable, unrealized gains and losses on available-for-sale debt securities. ​ Unrealized gains and losses on available-for-sale debt securities are recorded net of tax in accumulated other comprehensive income (loss) (“AOCI”), a component of stockholders’ equity, until realized. Upon realization, these amounts are reclassified from AOCI into earnings. F-13 Table of Contents (4) Fair Value Measurements The following tables show the Company’s cash equivalents and available-for-sale securities’ carrying amounts, fair values, and fair value hierarchy as of December 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ Amortized Cost ​ Gross Unrealized Gains ​ Gross Unrealized Losses ​ Fair Value ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds $ 40,494 ​ $ — ​ $ — ​ $ 40,494 ​ $ 40,494 ​ $ — ​ $ — Corporate securities ​ 105,373 ​ ​ 78 ​ ​ ( 25 ) ​ ​ 105,426 ​ ​ 16,347 ​ ​ 89,079 ​ ​ — Government securities ​ 161,882 ​ ​ 116 ​ ​ ( 143 ) ​ ​ 161,855 ​ ​ — ​ ​ 161,855 ​ ​ — Total assets measured at fair value $ 307,749 ​ $ 194 ​ $ ( 168 ) ​ $ 307,775 ​ $ 56,841 ​ $ 250,934 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Amortized Cost ​ Gross Unrealized Gains ​ Gross Unrealized Losses ​ Fair Value ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds $ 49,031 ​ $ — ​ $ — ​ $ 49,031 ​ $ 49,031 ​ $ — ​ $ — Corporate securities ​ 114,577 ​ ​ 10 ​ ​ ( 148 ) ​ ​ 114,439 ​ ​ — ​ ​ 114,439 ​ ​ — Government securities ​ 98,150 ​ ​ 18 ​ ​ ( 91 ) ​ ​ 98,077 ​ ​ — ​ ​ 98,077 ​ ​ — Total assets measured at fair value $ 261,758 ​ $ 28 ​ $ ( 239 ) ​ $ 261,547 ​ $ 49,031 ​ $ 212,516 ​ $ — ​ Cash balances were $ 5.0 million at each of December 31, 2025 and 2024. Money market funds are highly liquid investments. The pricing information on the Company’s money market funds are based on quoted prices in active markets. This approach results in a classification of these securities as Level 1 of the fair value hierarchy. The Company’s investment portfolio includes many fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company applied other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. In addition, model processes were used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. As of December 31, 2025, $ 267.3 million of the Company’s fixed income securities have maturity dates within the next twelve months. All securities are considered available for sale. During the year ended December 31, 2025, the Company had proceeds from the sale of available-for-sale marketable securities of $ 18.9 million. ​ (5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development ​ $ 19,830 ​ $ 7,209 Professional fees ​ 3 ​ 233 Insurance ​ 183 ​ 174 Tax credit receivable ​ ​ — ​ ​ 500 Other ​ 60 ​ — ​ ​ $ 20,076 ​ $ 8,116 ​ ​ F-14 Table of Contents (6) Accrued Expenses Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development ​ $ 13,142 ​ $ 8,626 Professional fees ​ 292 ​ 474 Compensation and related expenses ​ 6,545 ​ 4,163 Other accrued expenses ​ 18 ​ 67 ​ ​ $ 19,997 ​ $ 13,330 ​ ​ (7) Commitments and Contingencies Leases The Company has two operating leases that it subleases for its office space in California, one of which commenced in January 2024 with an original lease term through January 2026 (which ended in January 2026). The Company’s other lease has an initial lease term of less than twelve months; therefore, it does not recognize this lease as an operating lease on the balance sheet. Operating lease expense was $ 0.2 million for each of the years ended December 31, 2025 and 2024. The Company’s remaining lease term and discount rate for its operating lease as of December 31, 2025 are 0.08 years and 10.0 %, respectively. Future maturities of operating lease liabilities were as follows as of December 31, 2025 (in thousands): ​ ​ ​ ​ Fiscal year ending: ​ ​ ​ ​ ​ 2026 ​ $ 14 2027 ​ ​ — Total future minimum payments ​ 14 Less imputed interest ​ ​ — Present value of lease liabilities ​ $ 14 ​ Cash paid for rent expense recorded during the years ended December 31, 2025 and 2024 was $ 0.2 million and $ 0.2 million, respectively. Purchase Commitments The Company enters into contracts in the normal course of business with contract research organizations, contract manufacturing organizations, universities, and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum purchase commitments and are cancellable by the Company upon prior written notice although, purchase orders for clinical materials are generally non-cancellable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of the Company’s service providers, up to the date of cancellation or upon completion of a manufacturing run. Employee Benefit Plan The Company maintains a 401(k) plan for employees. The 401(k) plan qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) plan, participating employees may defer a portion of their pre-tax earnings. The Company contributes 100 % of employee salary deferral contributions up to 4 % of pay for F-15 Table of Contents each payroll period. The Company contributions to the 401(k) plan during the years ended December 31, 2025 and 2024, were $ 0.7 million and $ 0.5 million, respectively. Contingencies Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. ​ (8) Convertible Preferred Stock and Common Stock Convertible Preferred Stock In June 2021, the Company sold 90,000,000 shares of Series A convertible preferred stock (“Series A”) at an original issuance price of $ 1.00 per share. In February 2022, the Company sold 60,000,000 shares of Series A at an original issuance price of $ 1.00 per share. In December 2022, the Company sold 104,761,894 shares of Series B convertible preferred stock (“Series B”) at an original issuance price of $ 1.05 per share. In March 2023, the Company sold 42,857,140 shares of Series B at an original issuance price of $ 1.05 per share. The Series A and Series B stock were converted to common stock at the Company’s January 2024 initial public offering. Classification of Convertible Preferred Stock Prior to their conversion into common stock, the Series A and Series B were classified outside of stockholders’ equity (deficit) because the holders of such shares had redemption rights in the event of a Deemed Liquidation Event that was not solely within the control of the Company. Because the occurrence of a Deemed Liquidation Event was never considered probable, the carrying values of the Convertible Preferred Stock were not accreted to their redemption values. Common Stock The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Unless required by law, there shall be no cumulative voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential amounts required to be paid to any holders of shares of Convertible Preferred Stock, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder. “At-the-Market” Offering On February 3, 2025, the Company filed an automatic shelf registration statement on Form S-3ASR with the SEC pursuant to which the Company registered for sale an indeterminate amount of any combination of its common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that the Company may determine, which is referred to as the “2025 WKSI Shelf”. The 2025 WKSI Shelf includes a prospectus covering up to an aggregate of $ 250.0 million of shares of common stock that the Company is able to issue and sell from time to time, through Jefferies LLC (“Jefferies”), acting as its sales agent, pursuant to the Open Market Sale Agreement SM , dated February 3, 2025 (the “Sales Agreement”), for its “at-the-market” equity program. Under the Sales Agreement, Jefferies may sell shares of the Company’s common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, subject to the terms of the Sales Agreement. During the year ended December 31, 2025, the Company sold 5,560,266 shares of common stock pursuant to the Sales Agreement for total proceeds of $ 122.2 million, net of commissions and other expenses. As of December 31, 2025, the Company has approximately $ 123.3 million remaining for future issuances of common stock pursuant to the Sales Agreement. F-16 Table of Contents July Public Offering ​ On July 3, 2025, the Company closed an underwritten public offering in which the Company issued and sold an aggregate of 3,059,615 shares of its common stock, including the exercise in full of the underwriters’ option to purchase 576,923 additional shares of common stock, at a public offering price of $ 19.50 per share, and, in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,363,469 shares of common stock at a public offering price of $ 19.4999 per pre-funded warrant, which represents the per share public offering price for the shares less the $ 0.0001 per share exercise price for each pre-funded warrant. The pre-funded warrants were recorded as a component of shareholders’ equity within additional paid-in-capital and have no expiration date. As of December 31, 2025, none of the pre-funded warrants have been exercised. The proceeds to the Company, net of underwriting discounts, commissions, and other expenses were $ 80.5 million. ​ The pre-funded warrants are exercisable at any time after their original issuance. A holder of pre-funded warrants may not exercise the pre-funded warrant if the holder, together with its affiliates, would beneficially own more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the number of shares of common stock outstanding or more than 4.99 %, or, at the election of such holder upon issuance, 9.99 %, of the combined voting power of the Company’s securities outstanding immediately after giving effect to such exercise. A holder of pre-funded warrants may increase or decrease this percentage to any other percentage not exceeding 19.99 %, in the case of an increase, upon 61 days ’ prior notice to the Company. As of December 31, 2025, there have been no exercises of pre-funded warrants since their issuance. ​ (9) Stock-based Compensation In June 2021, the Company adopted the 2021 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2021 Plan”), that authorized the Company to grant up to 803,564 shares of common stock via stock-based compensation awards. In 2022, the Company amended the 2021 Plan and increased the total number of shares authorized under the 2021 Plan to 2,748,818 . In January 2024, the Company adopted the 2024 Employee, Director and Consultant Equity Incentive Plan (the “2024 Plan”) that authorized the Company to grant up to 3,900,000 shares of common stock plus any remaining ungranted or forfeited shares from the 2021 Plan. As of December 31, 2025, there were 3,504,507 shares available to be granted under the 2024 Plan. The Company’s stock options vest based on the terms in the awards agreements and generally vest over four years . The Company recorded stock-based compensation expense in the following expense categories in its accompanying statements of operations and comprehensive loss (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development ​ $ 5,387 ​ $ 1,328 General and administrative ​ 7,133 ​ 1,880 ​ ​ $ 12,520 ​ $ 3,208 ​ The following is a summary of stock options activity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ average ​ ​ ​ ​ ​ ​ average ​ remaining ​ Aggregate ​ ​ ​ ​ exercise ​ contractual ​ Intrinsic Value ​ ​ ​ ​ Options ​ ​ ​ price ​ ​ ​ term (years) ​ ​ ​ (in thousands) Outstanding as of December 31, 2024 2,531,144 ​ $ 6.77 ​ ​ ​ ​ Granted 2,182,326 ​ 25.59 ​ ​ ​ Exercised ( 125,605 ) ​ 4.01 ​ ​ ​ ​ Forfeited/Expired ​ ( 258,985 ) ​ ​ 19.68 ​ ​ ​ ​ ​ Outstanding as of December 31, 2025 4,328,880 ​ ​ 15.56 ​ 8.16 ​ $ 31,675 Exercisable as of December 31, 2025 1,503,536 ​ ​ 5.50 6.91 ​ ​ 22,157 Vested and expected to vest at December 31, 2025 4,328,880 ​ $ 15.56 ​ 8.16 ​ $ 31,675 ​ F-17 Table of Contents The weighted-average grant-date fair value of options granted in 2025 and 2024 were $ 20.47 and $ 7.52 per share, respectively. The fair value was estimated using the Black-Scholes option-pricing model based on the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Risk-free interest rate ​ 3.78 % - 4.37 % ​ ​ 3.69 % - 4.66 % ​ Expected term ​ 5.5 - 6.1 years ​ 5.5 - 6.1 years ​ Expected volatility ​ 96.1 % - 98.3 % ​ ​ 93.1 % - 98.6 % ​ Expected dividend yield ​ — ​ — ​ Estimated fair value of the Company's common stock per share (a) ​ $ 18.03 - 27.56 $ 5.85 - 24.58 ​ ​ (a) Subsequent to the initial public offering on January 26, 2024, the fair value of common stock is based on the closing market price of common stock on the date of grant. ​ Unrecognized compensation cost for awards not vested as of December 31, 2025 was $ 37.6 million and will be expensed over a weighted-average period of 2.7 years. ​ (10) Income Taxes The Company accounts for income taxes under ASC 740. The Company has incurred losses since inception and has not recognized any current or deferred income tax expense for the year ended December 31, 2025. It is more likely than not that the Company’s deferred tax assets will not be realized. Accordingly, a full valuation allowance has been recorded against the deferred tax assets. A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2025 ​ ​ ​ ​ ​ US Dollars ($) ​ ​ ​ Rate ​ Tax at U.S. federal rate $ ( 34,927 ) ​ 21.0 % Nontaxable/Nondeductible items ​ ​ ​ ​ ​ Stock Compensation ​ 1,076 ​ ( 0.6 ) ​ Tax Credits ​ ​ ​ ​ ​ Research and Development Credit ​ ( 1,989 ) ​ 1.1 ​ Changes in Valuation Allowances ​ 35,840 ​ ( 21.5 ) ​ Effective tax rate $ — ​ — % Although state income taxes are net zero due to the Company's valuation allowance, Pennsylvania and Maryland made up the majority (greater than 50 percent) of the tax effect in this category. There were no cash tax payments made or refunds received for the year ended December 31, 2025. A reconciliation of the provision for income taxes to the F-18 Table of Contents amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes before the adoption of ASU 2023-09 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2024 ​ ​ ​ Tax at U.S. federal rate ​ 21.0 % State income taxes 4.9 Other permanent differences — Transaction costs ​ 1.1 ​ Rate change ( 0.8 ) Research and development credit ​ 4.5 ​ Valuation allowance ( 30.7 ) Total provision — % ​ Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse. Significant components of the Company’s deferred tax assets and liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets ​ ​ ​ ​ ​ ​ Net operating losses ​ $ 34,279 ​ $ 16,735 Research and development credit ​ 9,051 ​ 7,062 Intangible asset ​ 19,498 ​ 9,883 Capitalized research and development ​ 43,805 ​ 34,591 Other ​ 2,637 ​ 561 Gross deferred tax assets ​ 109,270 ​ 68,832 Valuation allowance ​ ​ ( 109,270 ) ​ ​ ( 68,793 ) Total deferred tax assets ​ — ​ 39 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ Right of use asset ​ ​ — ​ ( 39 ) Total deferred tax liabilities ​ ​ — ​ ​ ( 39 ) Net deferred tax assets and liabilities ​ $ — ​ $ — ​ The Company records a valuation allowance against its net deferred tax asset when it is not more likely than not that such assets will be realized. The realization of deferred tax assets depends upon the Company’s ability to generate future taxable income or other tax planning strategies available in the relevant taxing jurisdiction. In evaluating the realizability of its deferred tax assets, Management must determine whether there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, Management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. As a result, the Company recorded a valuation allowance against its net deferred tax assets as of December 31, 2025. The valuation allowance increased by $ 40.4 million and $ 24.7 million during the year ended December 31, 2025 and 2024, respectively due to the current year pre-tax losses and research and development tax credits. As of December 31, 2025 and 2024, the Company had federal net operating loss (“NOL”) carryforwards of $ 138.5 million and $ 67.4 million, which will be carried forward indefinitely to offset future taxable income, subject to an 80 percent limitation of taxable income annually. In addition, as of December 31, 2025 and 2024, state NOLs exist of approximately $ 121.7 million and $ 58.8 million subject to various carryforward periods with the first state NOLs beginning to expire in 2043. The Company also had research and development tax credit carryforwards of approximately F-19 Table of Contents $ 9.1 million and $ 7.1 million as of December 31, 2025 and 2024. The research credit carryforward will begin to expire in 2041. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and credits to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in ownership by one or more “5% shareholders” (as defined under U.S. income tax laws) that exceeds 50 percentage points over a rolling three-year period. Similar rules apply under state tax laws. The Company has not determined if it has experienced Section 382 ownership changes in the past and if a portion of the NOL and tax credit carryforwards are subject to an annual limitation under Section 382. In addition, the Company may experience ownership changes in the future as a result of subsequent shifts in stock ownership, some of which may be outside of our control. ​ As of December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s financial statements. The Company is currently subject to U.S. Federal and state tax examination. As a result of tax attribute carryforwards, all U.S. federal and state tax periods from the Company’s inception in 2021 through 2025 remain open. The Company does not have a reserve for uncertain tax positions. ​ ​ ​ (11) License and Collaboration Agreements Allist In June 2021, the Company entered into a Global Technology Transfer and License Agreement with Allist (“Allist Agreement”). Pursuant to the Allist Agreement, the Company was granted an exclusive license under certain intellectual property to develop, manufacture and commercialize certain licensed products in the field in the licensed territory. Upon execution of the Allist Agreement, the Company paid Allist a non-refundable cash payment of $ 40.0 million and issued 1,276,250 shares of its common stock. The upfront payment and the fair value of the common stock issued was recorded to research and development expense in 2021. Upon the achievement of certain clinical, regulatory and commercial milestones using the licensed technology, the Company is obligated to make future milestone payments to Allist of up to $ 105.0 million in clinical and regulatory milestones and up to $ 655.0 million in commercial milestones. Furthermore, royalties, ranging from high single digit to low mid-teen percentages will be payable to Allist on net sales of licensed products in licensed territories. In connection with the Allist Agreement, in December 2021, the parties also entered into a Joint Clinical Collaboration Agreement (“Clinical Collaboration”) to define the framework under which the parties will cooperate and share costs related to global clinical studies to be conducted jointly by the Company and Allist. During the years ended December 31, 2025 and 2024, the Company incurred $ 0.6 million and $ 0.9 million, respectively, in cost reimbursements to Allist under the Clinical Collaboration which have been recorded as research and development expense. The Company also received cost reimbursements from Allist of $ 1.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively, which has been recorded as a reduction of research and development expenses. The Company incurred $ 5.0 million in clinical milestone payments to Allist during the year ended December 31, 2025. During the year ended December 31, 2025, no additional milestones were met, achieved, or were probable of achievement. Alphamab In June 2024, the Company entered into a collaboration agreement with Jiangsu Alphamab Biopharmaceuticals Co., Ltd. (“Alphamab”) to discover, develop and commercialize novel antibody drug conjugates (“ADCs”) for the treatment of cancers (“Alphamab Agreement”). Under the Alphamab Agreement, both companies seek to leverage Alphamab’s proprietary linker-payload platform and glycan-conjugation technology to identify novel ADCs for oncology indications. The Alphamab Agreement gives F-20 Table of Contents the Company exclusive rights to develop and commercialize ADCs globally, except greater China, which includes mainland China, Hong Kong, Macau and Taiwan where Alphamab retains the right to develop and commercialize the ADCs. The terms of the Alphamab Agreement include combined upfront and potential milestone payments to Alphamab of up to $ 201.5 million based on the achievement of certain regulatory and development milestones, and up to $ 414.0 million based on the achievement of certain commercial milestones. In addition, Alphamab is entitled to receive tiered sales royalties, ranging from low single digit to mid-single digit percentages, from the Company for net sales of each ADC product. The upfront payment was recorded to research and development expense during the year ended December 31, 2024. During the years ended December 31, 2025 and 2024, the Company paid $ 4.6 million and $ 0.2 million in cost reimbursements, respectively, to Alphamab under the Alphamab Agreement. $ 1.7 million of these payments were expensed in the year ended December 31, 2025, also as research and development. Finally, during the year ended December 31, 2025, the Company paid $ 1.2 million upon the approval of a target pair selection, which was also included in research and development expense. During the year ended December 31, 2025, no additional milestones were met, achieved, or were probable of achievement. Aarvik In December 2021, the Company entered into a Research Collaboration Agreement, as amended, effective June 30, 2023 (the “Aarvik Collaboration Agreement”), with Aarvik Pharmaceuticals, Inc. (“Aarvik”), under which the Company is required to pay Aarvik up to $ 3.1 million on statements of work (“SOWs”) and an initiation fee of $ 0.3 million. After the completion of the SOWs, the Company has an exclusive option to license the Aarvik intellectual property, and the option to acquire certain of Aarvik’s intellectual property, after which it is the Company’s sole responsibility to research, develop, manufacture and commercialize any applicable compound and product in the field and territory. In August 2024, the Company paid $ 1.0 million to exercise that option, and as a result is now obligated to pay up to $ 18.0 million per product upon the achievement of certain clinical and regulatory milestone events and up to $ 80.0 million per product in commercial milestones. Additionally, the Company is obligated to pay Aarvik royalties in the mid-single digits based on net sales of licensed products. On August 9, 2024, the Company entered into an amendment and restatement of the Aarvik Collaboration Agreement (the “Amended and Restated Aarvik Collaboration Agreement”). Under the Amended and Restated Aarvik Collaboration Agreement, Aarvik granted the Company an exclusive option to obtain exclusive rights to certain of Aarvik’s intellectual property for the research, development, manufacture, use, commercialization, or other exploitation of the ADCs related to (i) the two agreed targets to which the compounds being developed under the collaboration bind, which is referred to as the Target Pair, and (ii) the acquisition of exclusive rights to certain intellectual property generated during the collaboration. The Company has not yet selected the indication or indications that it would pursue in the collaboration and anticipates doing so in connection with the identification of a lead candidate for IND-enabling activities. Under the Amended and Restated Aarvik Collaboration Agreement, the Company has paid Aarvik a collaboration initiation fee and research fees as provided in the SOWs in an aggregate amount of $ 4.9 million. The Company incurred $ 0.5 million and $ 2.3 million in research and development expenses related to the Aarvik SOWs during the years ended December 31, 2025 and 2024, respectively. No milestones have been met or achieved, or are probable of achievement, since the inception of the Aarvik Collaboration Agreement. Lepu ​ On January 21, 2025, the Company entered into an Exclusive License Agreement (the “Lepu Biopharma Agreement”) with Lepu Biopharma Co., Ltd. (“Lepu”), pursuant to which Lepu granted the Company a right to develop and commercialize ARR-217, an antibody drug conjugate for gastrointestinal cancers outside Greater China. ​ Under the Lepu Biopharma Agreement, Lepu granted to the Company: (i) an exclusive, royalty-bearing, sublicensable license under certain intellectual property owned or controlled by Lepu, to develop, manufacture and F-21 Table of Contents commercialize any product containing ARR-217 for all uses in all countries and territories other than Greater China (as defined in the Lepu Biopharma Agreement) (the “ArriVent Territory”); and (ii) a non-exclusive license under certain intellectual property controlled by Lepu to develop, manufacture and commercialize any product containing ARR-217 for use in oncology in the ArriVent Territory. Under the Lepu Biopharma Agreement, the Company paid Lepu a one-time upfront payment of $ 40 million and, during the three months ended June 30, 2025, the Company paid $ 1.0 million to Lepu for the achievement of the first developmental milestone under the Lepu Biopharma Agreement as it became probable of achievement during the second quarter. Lepu is eligible to receive a potential near-term clinical milestone payment for $ 6.0 million in cash. The upfront payment was included in research and development expenses. Finally, Lepu is eligible to receive payments of up to $ 0.3 billion in development and regulatory milestones, and up to $ 0.89 billion in commercial milestones, and tiered royalties in high single-digit to low-teen percentages on net sales in the ArriVent Territory. ​ Other than the milestone payment of $ 1.0 million recorded in the second quarter of 2025, no milestones have been met or achieved, or are probable of achievement, since the inception of the Lepu Biopharma Agreement. During year ended December 31, 2025, the Company paid $ 1.7 million in research and development expenses related to the Lepu Biopharma Agreement. ​ (12) Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: life science. The life science segment is engaged in identifying, licensing and globalizing top biopharma innovations from around the world to deliver important medicines to patients. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. ​ The accounting policies of the life science segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the life science segment based on net loss, which is reported on the statement of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as total assets. All of the Company’s assets are located in the United States. ​ To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. ​ As such, the CODM uses cash forecast models in deciding how to invest into the life science segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net loss is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment, establishing cash forecast models and to optimize the distribution of resources across functions, therapeutic areas and research and development programs. ​ F-22 Table of Contents The table below summarizes the significant expense categories regularly provided to the CODM for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Operating expenses: ​ ​ ​ ​ ​ ​ Research and development: Firmonertinib (excluding personnel-related and other internal costs): ​ ​ ​ ​ ​ ​ FURTHER ​ $ 9,838 ​ $ 12,272 FURVENT ​ ​ 48,741 ​ ​ 34,135 FAVOUR ​ ​ 397 ​ ​ 272 Other Firmonertinib costs ​ ​ 8,634 ​ ​ 4,187 Total Firmonertinib ​ ​ 67,610 ​ ​ 50,865 Research and development: Early-stage programs ​ ​ 55,470 ​ ​ 10,940 Research and development: Personnel-related and other internal costs ​ ​ 30,271 ​ ​ 17,199 General and administrative: Personnel-related costs ​ ​ 15,404 ​ ​ 8,153 General and administrative: Other costs ​ ​ 8,779 ​ ​ 7,151 Other segment items (a) ​ ​ ( 11,226 ) ​ ​ ( 13,820 ) Net loss ​ $ ( 166,308 ) ​ $ ( 80,488 ) ​ (a) Other segment items is comprised of interest and investment income . ​ (13) Debt ​ On May 8, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) between the Company and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (the “Bank”), pursuant to which, the Bank agreed to extend up to $ 75.0 million to the Company (the “Term Loan”), consisting of: (i) a first tranche commitment of $ 35.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, (ii) a second tranche commitment of up to $ 15.0 million to be drawn at the Company’s option, subject to the satisfaction of certain conditions, and (iii) at the Company’s option, subject to the satisfaction of certain conditions, a third tranche commitment of $ 25.0 million. If not drawn, each tranche commitment is subject to an expiration date. In March 2026, the Company entered into an amendment of the Loan Agreement in which one of the conditions of the second tranche commitment was eliminated. No amounts have been drawn on this Term Loan as of December 31, 2025. ​ The Term Loan matures on March 1, 2030 (or, if the Company does not satisfy certain conditions, on March 1, 2029) unless otherwise accelerated following the occurrence and continuation of an event of default pursuant to the terms of the Loan Agreement. Amounts borrowed under the Term Loan bear interest at a variable annual rate equal to the greater of (i) 6.00 %, and (ii) (A) the Prime Rate , minus (B) 0.75 %. The Company may, at their option, prepay the Term Loan subject to a prepayment premium. ​ The Company’s obligations are secured by a first priority, perfected lien on substantially all the property and assets of the Company, except for intellectual property (other than the security interest in proceeds from any intellectual property) and certain other customary excluded assets as set forth therein. ​ ​ ​ F-23 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. ​