What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-04-29 · 213 added, 125 removed, 250 unchanged (57% of the section changed)

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We believe that this early-stage innovation represents one of the greatest practical sources for new drug creation.

We currently have one commercial product, Attruby TM that received FDA approval on November 22, 2024, Beyonttra TM that received approval from the European Commission (“EC”) on February 10, 2025 and from the Japanese Ministry of Health, Labour and Welfare on March 27, 2025 in Japan, and multiple product candidates in late-stage development.

We currently have one commercial product and multiple product candidates in late-stage development.

Our commercial product received FDA approval on November 22, 2024 as Attruby TM , and it received approval as Beyonttra TM from (i) the European Commission (“EC”) on February 10, 2025, (ii) the Japanese Ministry of Health, Labour and Welfare on March 27, 2025 (pricing approval from the National Health Insurance in Japan was subsequently obtained on May 21, 2025), and (iii) the United Kingdom Medicines and Healthcare Products Regulatory Agency in UK in April 2025.

Since our inception in 2015, we have focused substantially all of our efforts and financial resources on acquiring and developing product and technology rights, building our intellectual property portfolio and conducting research and development activities for our product candidates within our wholly-owned subsidiaries and controlled entities, including partially-owned subsidiaries and subsidiaries we consolidate based on our deemed majority control of such entities as determined using either the variable interest entity (“VIE model”), or the voting interest entity (“VOE model”).

To support these activities, we and our wholly-owned subsidiary, BridgeBio Services, Inc., (i) identify and secure new programs, (ii) set up new wholly-owned subsidiaries or controlled entities, (iii) recruit key management team members, (iv) raise and allocate capital across the portfolio and (v) provide certain shared services, including accounting, legal, information technology, administrative, and human resources, as well as workspaces.

On November 22, 2024 the Company received FDA approval of Attruby (acoramidis), and initiated the commercial launch of Attruby in the United States.

During the three months ended March 31, 2025 we have generated net product revenue of $36.7 million.

On November 22, 2024 we received FDA approval of Attruby (acoramidis), and initiated the commercial launch of Attruby in the United States.

This was subsequently followed by the approval of Beyonttra with regulatory agencies in the EU, Japan and the UK in February, March and April 2025, respectively.

During the six months ended June 30, 2025 we have generated net product revenue of $108.2 million.

To date, we have funded our operations with proceeds from the sale of our equity securities, issuance of convertible notes, debt borrowings, royalty financing, sale of certain assets and, to a lesser extent, upfront and milestone payments received from licensing arrangements, and net product revenue.

We have incurred significant operating losses since our inception.

For the three months ended March 31, 2025 and 2024, we incurred net losses of $169.6 million and $36.2 million, respectively.

Our ability to generate product revenue sufficient to achieve

profitability will depend heavily on the success of our commercialization strategy for Attruby, and the development and eventual commercialization of our other product candidates at our wholly-owned subsidiaries and controlled entities.

For the six months ended June 30, 2025 and 2024, we incurred net losses of $353.4 million and $111.7 million, respectively.

Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the success of our commercialization strategy for acoramidis, and the development and eventual commercialization of our other product candidates at our wholly-owned subsidiaries and controlled entities.

Further, we may not realize the anticipated efficiencies and other benefits of our past and any future restructuring initiatives.

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We expect to continue to incur operating and net losses for at least the next several years.

On February 28, 2025, we issued an aggregate of $575.0 million principal amount of our 2031 Notes pursuant to an Indenture dated February 28, 2025 (the “2031 Notes Indenture”), between us and U.S.

On June 27, 2025 (the “Closing Date”), we and our subsidiary, Eidos Therapeutics, Inc.

(“Eidos”), entered into a Royalty Interest Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Acoramidis Royalty SPV, LP (“ARS”), an affiliate of Healthcare Royalty Management, LLC (“HCRx”), as a purchaser and the purchaser representative (in such capacity, the “Purchaser Representative”), and LSI Financing Fund, LP, an affiliate of Blue Owl Capital Corporation, as a purchaser (together with ARS as a purchaser, the “Purchasers”).

Pursuant to the Royalty Purchase Agreement, Eidos sold to the Purchasers certain of Eidos’ right to receive certain royalty payments (“Purchased Royalty Payment”) on net sales of certain products containing acoramidis (the “Licensed Products”) made in the European Union (“EU”) and all member and extension states of the European Patent Organization (the “Licensed Territory”) under (i) an exclusive license agreement, dated as of March 1, 2024, by and among Bayer Consumer Care AG (“Bayer”), Eidos and our other subsidiaries party thereto, as amended from time to time (the “Bayer License Agreement”) and (ii) an amended and restated license agreement, effective as of June 30, 2023, by and between Eidos and our other subsidiary, BridgeBio International GmbH.

In consideration for the sale of the Purchased Royalty Payment, the Purchasers agreed to pay Eidos $300.0 million in cash (“Purchase Price”), which was funded in full on the Closing Date.

The Purchasers’ rights to the Purchased Royalty Payment are subject to (a) an annual cap equal to 60% of all royalty payments paid by Bayer to Eidos and its affiliates under the Bayer License Agreement on the first $500.0 million of annual net sales of Licensed Products in the Licensed Territory under the Bayer License Agreement and (b) an initial hard cap equal to 145% of the Purchase Price.

On January 17, 2024, we and our subsidiaries, Eidos, BridgeBio Europe B.V.

and BridgeBio International GmbH (collectively, the “Seller Parties”), entered into a Funding Agreement (the “Funding Agreement”) with LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S.à r.l.

(together, the “Funding Agreement Purchasers”), and Alter Domus (US) LLC, as the collateral agent.

In connection with the Royalty Purchase Agreement described above, the Funding Agreement was amended on June 27, 2025.

All terms and conditions of the Funding Agreement remain substantially unchanged.

Bank Trust Company, National Association, as trustee (the “2031 Notes Trustee”), in a private offering to qualified institutional buyers (the “2025 Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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We used approximately $48.3 million of the net proceeds from the 2025 Note Offering to pay for the repurchase of 1,405,411 shares of BridgeBio’s common stock and used a portion of the net proceeds from the 2025 Note Offering to repay all outstanding borrowings under, and terminate, the Financing Agreement, as defined below, and pay any fees related thereto.

On January 17, 2024, the Company and each of the guarantors entered into a Financing Agreement, which was amended on February 12, 2024 (the “Financing Agreement”) and June 20, 2024 (the Financing Agreement, as amended by the Second Amendment, the “Amended Financing Agreement”), with the lenders party thereto (the “Lenders”) and Blue Owl Capital Corporation, as administrative agent for the Lenders (the “Administrative Agent”).

On February 28, 2025, the Company fully repaid the Amended Financing Agreement for $467.0 million, which consisted of $450.0 million for the outstanding principal, $9.0 million for the prepayment fee, and $8.0 million in accrued interest using the proceeds from the 2031 Notes and recognized a loss on extinguishment of debt of $21.2 million.

On January 17, 2024, we entered into a Financing Agreement with each of the guarantors, which was amended on February 12, 2024 (the “Financing Agreement”) and June 20, 2024 (the Financing Agreement, as amended by the Second Amendment, the “Amended Financing Agreement”), with the lenders party thereto (the “Lenders”) and Blue Owl Capital Corporation, as administrative agent for the Lenders (the “Administrative Agent”).

On February 28, 2025, we fully repaid the Amended Financing Agreement for $467.0 million, which consisted of $450.0 million for the outstanding principal, $9.0 million for the prepayment fee, and $8.0 million in accrued interest using the proceeds from the 2031 Notes and recognized a loss on extinguishment of debt of $21.2 million.

Refer to Note 9 of our notes to the condensed consolidated financial statement section for additional details regarding this agreement and transaction.

On March 1, 2024, certain subsidiaries of BridgeBio, including Eidos Therapeutics, Inc., BridgeBio International GmbH and BridgeBio Europe B.V.

(collectively, “the Seller Parties”), entered into an exclusive license agreement (the “Bayer License Agreement”) with Bayer Consumer Care AG, a wholly-owned subsidiary of Bayer AG (“Bayer”), to develop and commercialize acoramidis as a treatment for transthyretin amyloidosis in the European Union and all member states of the European Patent Organization (the “Licensed Territory”).

On March 1, 2024, our subsidiaries, Eidos, BridgeBio International GmbH and BridgeBio Europe B.V.

(collectively, “the Seller Parties”), entered into an exclusive license agreement (the “Bayer License Agreement”) with Bayer, a wholly-owned subsidiary of Bayer AG, to develop and commercialize acoramidis as a treatment for transthyretin amyloidosis in the EU and all member states of the European Patent Organization (the “Licensed Territory”).

Under the terms of the Bayer License Agreement, the Seller Parties granted Bayer an exclusive license, effective upon the date that certain antitrust clearances have been obtained, to certain of the Seller Parties’ intellectual property rights to develop, manufacture and commercialize acoramidis (previously known as AG10) in the Licensed Territory.

In consideration for the license grant, the Seller Parties received an upfront payment of $135.0 million and will be eligible to receive up to $150.0 million in regulatory and sales milestone payments through 2026 (of which a regulatory milestone of $75.0 million was achieved and recognized as license and services revenue in February 2025 upon EC approval under the brand name Beyonttra and received in April 2025), and additional payments up to $450.0 million subject to the achievement of certain sales milestones.

In consideration for the license grant, the Seller Parties received an upfront payment of $135.0 million and will be eligible to receive up to $150.0 million in regulatory and sales milestone payments through 2026 (of which a regulatory milestone of $75.0 million was achieved and recognized as “License and services revenue” in February 2025 upon EC approval of acoramidis under the brand name Beyonttra and received in April 2025), and additional payments up to $450.0 million subject to the achievement of certain sales milestones.

In addition, the Seller Parties are entitled to receive royalties according to a tiered structure starting in the low-thirties percent on net sales by Bayer of acoramidis in the Licensed Territory, subject to reduction under certain circumstances as provided in the Bayer License Agreement.

In June 2024, BridgeBio Europe B.V.

(“BridgeBio B.V.”) entered into a commercial supply agreement with Bayer (“Bayer Supply Agreement”) with an initial 30-month term ending in December 2026, for which BridgeBio B.V.

will manufacture and supply to Bayer the commercial product ordered by Bayer solely for use in the commercialization in the Licensed Territory under the Bayer License Agreement.

Under the Bayer Supply Agreement, Bayer shall pay to BridgeBio B.V.

a commercial product per unit price equal to the applicable fully burdened manufacturing cost per unit of product, which shall include the cost of the active pharmaceutical ingredients (“APIs”) used to manufacture the product and the packaging price.

In March 2025, BridgeBio B.V.

and Bayer entered into an agreement (“Bayer API Supply Agreement”) for the manufacture and supply by BridgeBio B.V.

to Bayer of the API solely for the use the commercialization in the Licensed Territory.

The Bayer API Supply Agreement has an initial term ending in December 2026, which is consistent with the Bayer Supply Agreement.

We have supplied $0.6 million of commercial product to Bayer in accordance with the Bayer Supply Agreement during the three months ended March 31, 2025.

We have not supplied any APIs in accordance with the Bayer API Supply Agreement during the three months ended March 31, 2025.

In September 2019, Eidos Therapeutics, Inc.

(“Eidos”), entered into an exclusive license agreement with Alexion Pharma International Operations Unlimited Company, a subsidiary of Alexion Pharmaceuticals, Inc.

In September 2019, Eidos, entered into an exclusive license agreement with Alexion Pharma International Operations Unlimited Company, a subsidiary of Alexion Pharmaceuticals, Inc.

(together, “Alexion”) (the “Eidos-Alexion License Agreement”), to develop, manufacture, and commercialize in Japan the compound known as acoramidis (previously known as AG10) and any of its various chemical forms and any pharmaceutical products containing acoramidis.

Under the Eidos-Alexion License Agreement, Eidos received an upfront nonrefundable payment of $25.0 million and will be eligible to receive $30.0 million in regulatory milestone payments upon achievement of regulatory approval, which includes pricing approval from the National Health Insurance in Japan, and royalties in the low-teens based on net sales of acoramidis in Japan.

Under the Eidos-Alexion License Agreement, Eidos received an upfront nonrefundable payment of $25.0 million, and following pricing approval from the National Health Insurance in Japan in May 2025, Eidos received a regulatory milestone payment of $30.0 million, which was recognized as “License and services revenue” in June 2025.

Under the Eidos-Alexion License Agreement, Eidos is eligible to receive royalties in the low-teens based on net sales of acoramidis in Japan.

Due to the inherently unpredictable nature of preclinical and clinical development, and given our novel therapeutic approaches and the stage of development of our product candidates, we cannot determine and are unable to estimate with certainty the timelines we will require and the costs we will incur for the development of our product candidates.

Clinical and preclinical development timelines and costs, and the potential of development success, can differ materially from expectations due to a variety of factors.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which includes comprehensive U.S.

corporate tax legislation.

The legislation includes the modification and permanent extension of prior tax law under the Tax Cuts and Jobs Act and the introduction of new provisions.

Examples include permanently reinstating the immediate deduction of domestic specified research and experimental expenditures, permanent changes in the limitations for deducting business interest expense, and permanently restoring bonus depreciation allowances.

The impact on current and deferred taxes for tax law changes, if any, will be reported in continuing operations in the third quarter which includes the enactment date.

We have performed a preliminary analysis of the changes impacting our business and have determined that the aggregate impact would reduce the projected current tax expense to zero or an immaterial amount.

As a result of our valuation allowance, any changes to our deferred tax assets would not have a material impact to our condensed consolidated financial statements.

We will continue to assess the tax accounting impacts, as well as the various state legislation and conformity rules, as more information is made available and will record the tax impact, if any, in the third quarter of 2025.

Results of Operations

The following table summarizes the results of our operations for the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

License and services revenue

Net product revenue

Total revenues, net

Cost of revenues:

Cost of license and services revenue

Cost of goods sold

Total cost of revenues

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Restructuring, impairment and related charges

Income (loss) from operations

Loss from operations

Interest income

Interest expense

Loss on extinguishment of debt

Gain on deconsolidation of a subsidiary

Losses on extinguishments of debt

Net loss from equity method investments

Other income (expense), net

Income tax expense

Net loss attributable to redeemable convertible noncontrolling

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Net loss attributable to common stockholders of BridgeBio

March 31, 2025

Cash, Cash Equivalents and Marketable Securities

The following table summarizes our cash, cash equivalents and marketable securities as of the following periods:

June 30, 2025

December 31, 2024

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Cash and cash equivalents

Cash and Cash Equivalents

As of March 31, 2025, we have cash and cash equivalents of $540.6 million, compared to cash and cash equivalents of $681.1 million as of December 31, 2024.

Marketable securities

Total cash, cash equivalents and marketable securities

As of June 30, 2025, we have cash, cash equivalents and marketable securities of $756.9 million, compared to cash and cash equivalents of $681.1 million as of December 31, 2024.

Revenues, Net

The following table summarizes our revenues for the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

License and services revenue

Net product revenue

Royalty revenue

Total revenues, net

Total revenues, net decreased by $94.5 million for the three months ended March 31, 2025, compared to the same period in 2024, which is comprised of a decrease of $131.2 million in license and services revenue and an increase of $36.7 million in net product revenue.

License and services revenue for the three months ended March 31, 2025 consists mainly of $75.0 million related to the recognition of regulatory milestones achieved under the Bayer License Agreement.

The remaining license and services revenue relates to incremental service revenue recognized on the non-refundable upfront payments received in 2024 from the Bayer License Agreement and the KKC Agreement (as described in Note 11 to our condensed consolidated financial statements), as well as clinical and commercial product supply to our partners.

License and services revenue for the three months ended March 31, 2024 was primarily related to $201.2 million from the recognition of the upfront license fee and services revenue under the Bayer License Agreement and the KKC Agreement;

and $9.9 million of revenue was attributable to the remaining services revenue under the Navire-BMS License Agreement (as described in Note 11 to our condensed consolidated financial statements) as a result of the termination of the agreement.

Net product revenue for the three months ended March 31, 2025 of $36.7 million relates to revenue generated from the commercial sale of Attruby in the U.S.

Total revenues, net increased by $108.4 million for the three months ended June 30, 2025, compared to the same period in 2024, which consisted of an increase of $71.5 million in net product revenue, an increase of $35.3 million in license and services revenue, and an increase in royalty revenue of $1.6 million.

Total revenues, net increased by $13.9 million for the six months ended June 30, 2025, compared to the same period in 2024, which consisted of an increase of $108.2 million in net product revenue and an increase of $1.8 million in royalty revenue, partially offset by a decrease of $96.1 million in license and services revenue.

License and services revenue increased for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to the achievement of a regulatory milestone of $30.0 million recognized under the Eidos-Alexion License Agreement.

The remaining change in license and services revenue was primarily driven by incremental service revenue recognized on the

non-refundable upfront payments received in 2024 from the Bayer License Agreement and the KKC Agreement (as described in Note 11 to our condensed consolidated financial statements).

License and services revenue decreased for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to recognition of $202.9 million of upfront license fees and services revenue recognized in 2024 under the Bayer License Agreement and KKC Agreement.

License and services revenue in 2025 primarily consisted of $105.0 million recognized for milestone achievements following approval of Beyonttra in the EU and pricing approval of Beyonttra in Japan.

The remaining change in license and services revenue is primarily driven by incremental service revenue recognized on the non-refundable upfront payments received in 2024 as well as clinical and commercial product supply to our partners.

Net product revenue for the three and six months ended June 30, 2025 was $71.5 million and $108.2 million, respectively.

This revenue was generated from the commercial sale of Attruby in the U.S.

following FDA approval in November 2024.

Royalty revenue for the three and six months ended June 30, 2025 was $1.6 million and $1.8 million, respectively.

This revenue relates to royalties earned from net product sales of Beyonttra in the EU, following EC approval in February 2025, and in Japan, following pricing approval in May 2025.

The level of license and services revenue that we recognize depends in part upon the estimated recognition period of the upfront payments allocated to continuing performance obligations, the achievement of milestones and other contingent events, the level of effort incurred for research and development contracted services, and the impact of entering into new licensing and collaboration agreements, if any.

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and anticipate our future revenue to primarily be generated from product sales.

Furthermore, following the regulatory approvals of Beyonttra in the EU in February 2025, in Japan in March 2025 and in the UK in April 2025, we anticipate significant future royalty revenue to be generated from the commercial sales of Beyonttra by Bayer and Alexion.

Operating Costs and Expenses

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The following table summarizes our cost of revenues for the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Cost of license and services revenue

(in thousands)

Cost of license, services and royalty revenue

Cost of goods sold

Total cost of revenues

Cost of revenues increased by $2.0 million for the three months ended March 31, 2025, compared to the same period in 2024, which is primarily due to an increase of $2.0 million in cost of goods sold.

Cost of license and services revenue for the three months ended March 31, 2025 and 2024, consists mainly of amortization of intangible assets associated with our license and collaboration agreements.

Cost of goods sold for the three months ended March 31, 2025, consists of manufacturing costs, transportation and freight-in, and indirect overhead costs (including salary related and stock-based compensation expenses) associated with the commercial manufacturing and distribution of Attruby, and third-party royalties associated with our net product revenue.

Cost of revenues increased by $3.1 million for the three months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase of $2.8 million in cost of goods sold.

Cost of revenues increased by $5.1 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase of $4.9 million in cost of goods sold.

Cost of license, services and royalty revenue for the three and six months ended June 30, 2025 and 2024, consists mainly of amortization of intangible assets associated with our license and collaboration agreements.

Cost of goods sold for the three and six months ended June 30, 2025 and 2024, consists of manufacturing costs, transportation and freight-in, and indirect overhead costs (including salary related and stock-based compensation expenses) associated with the commercial manufacturing and distribution of Attruby, and third-party royalties associated with our net product revenue.

We began incurring cost of goods sold following FDA approval and commercial launch of Attruby in November 2024.

Research and Development Expenses

The following table summarizes our research and development expenses for the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Research and development

Research and development expenses decreased by $29.5 million for the three months ended March 31, 2025, compared to the same period in 2024 mainly due to the effects of our divestment of two early-stage R&D affiliates in 2024, as their expenses are no longer reflected in the current period, a decrease in license fees, and reduction of R&D expenses due to FDA approval of Attruby.

This change mainly consists of a decrease in external costs of $12.5 million, a decrease in license fees of $8.7 million, a decrease in personnel-related expenses of $6.8 million, and a decrease in stock-based compensation expenses of $1.5 million.

Research and development expenses decreased by $3.5 million and $33.0 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

The decrease is primarily due to the effects of our divestment of two early-stage R&D affiliates in 2024, as their expenses are no longer reflected in the current periods.

The decrease of $3.5 million for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $7.7 million decrease in external costs, a $1.8 million decrease in license fees, and a $3.1 million decrease in personnel-related expenses, partially offset by a $9.1 million increase in stock-based compensation expenses.

The decrease of $33.0 million for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $20.0 million decrease in external costs, a $10.5 million decrease in license fees, and a $10.0 million decrease in personnel-related expenses, partially offset by a $7.5 million increase in stock-based compensation expenses.

Research and development costs consist primarily of external costs, such as fees paid to consultants, contractors, contract manufacturing organizations (“CMOs”), and contract research organizations (“CROs”), purchase of APIs, in connection with our preclinical, contract manufacturing and clinical development activities;

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The following table summarizes our research and development expenses by program incurred for the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Acoramidis for the treatment and primary prevention

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The following table summarizes our selling, general and administrative expenses for the following periods:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Selling, general and administrative

Selling, general and administrative expenses increased by $40.6 million for the three months ended March 31, 2025, compared to the same period in 2024, mainly due to efforts to support our commercial activities of Attruby.

This change mainly consists of an increase in personnel-related expenses of $28.7 million and stock-based compensation expenses of $1.9 million primarily due to the buildup of our salesforce in the U.S.

as well as an increase in external costs of $10.0 million mainly for marketing and advertising initiatives.

Selling, general and administrative expenses increased by $69.6 million and $110.2 million for the three and six months ended June 30, 2025, respectively, compared to the same periods in 2024.

The increase of $69.6 million for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $38.0 million increase in external costs and a $24.9 million increase in personnel-related expenses, largely due to our investments supporting our commercial launch and ongoing activities of Attruby, as well as a $6.7 million increase in stock-based compensation expenses.

The increase of $110.2 million for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $53.6 million increase in personnel-related expenses and a $47.9 million increase in external costs, largely due to our investments supporting our commercial launch and ongoing activities of Attruby, as well as an $8.7 million increase in stock-based compensation expenses.

Restructuring, Impairment and Related Charges

The following table summarizes our restructuring, impairment and related charges during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Restructuring, impairment and related charges

(in thousands)

Restructuring, impairment and related

As discussed in Note 16 to our condensed consolidated financial statements, in March 2024, upon entering into the Bayer License Agreement, termination of the Navire-BMS License Agreement (refer to Note 11 for details regarding these transactions), and our announced decision to cease pursuing development of BBP-631 for CAH in September 2024, we committed to restructuring plans to reprioritize and advance our corporate strategy and development programs.

The restructuring initiative included, among other components, consolidation and rationalization of our facilities, reprioritization of development programs and the reduction in our workforce.

We estimate our remaining restructuring charges, consisting primarily of winding down, exit, and other related costs will be immaterial as we are nearing completion of our restructuring initiatives.

We estimate that our remaining restructuring charges for the already announced program are immaterial, consisting primarily of wind-down costs, exit costs and other related expenses as we are nearing completion of our restructuring initiatives.

Our estimate of the costs is subject to certain assumptions and actual results may differ from those estimates or assumptions.

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The following table summarizes our interest income during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Interest income

Interest income has historically consisted of interest income earned on our cash equivalents.

The amount of interest income during the three months ended March 31, 2025 as compared to the same period in 2024 was generally consistent.

Generally, increases and decreases in interest income are attributable to changes in the interest-bearing average balances of our cash equivalents and fluctuations in interest rates.

Interest income has historically consisted of interest income earned on our cash equivalents and marketable securities.

Generally, increases and decreases in interest income during the three and six months ended June 30, 2025 and 2024 are attributable to changes in the interest-bearing average balances of our cash equivalents and fluctuations in interest rates.

Interest Expense

The following table summarizes our interest expense during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Interest expense

Interest expense consists primarily of interest expense incurred under our 2031 Notes issued in February 2025, our 2029 Notes issued in January 2021, our 2027 Notes issued in March 2020, and our deferred royalty obligation under the Funding Agreement.

Interest expense consists primarily of interest expense incurred under our 2031 Notes issued in February 2025, our 2029 Notes issued in January 2021, and our 2027 Notes issued in March 2020 as well as our deferred royalty obligations, net under the Funding Agreement and Royalty Purchase Agreement.

Refer to Notes 9 and 10 to our condensed consolidated financial statements.

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Refer to the Liquidity and Capital Resources section below and Note 9 to our condensed consolidated financial statements.

Loss on Extinguishment of Debt

The following table summarizes our loss on extinguishment of debt during the periods indicated:

Three Months Ended March 31,

Gain on Deconsolidation of a Subsidiary

The following table summarizes our gain on deconsolidation of a subsidiary during the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Loss on extinguishment of debt

(in thousands)

Gain on deconsolidation of a subsidiary

On April 30, 2024, BBOT (as defined in Note 6 to our condensed consolidated financial statements), a majority-owned subsidiary of BridgeBio, completed a $200.0 million private equity financing with external investors.

As a result of the private equity financing transaction, BridgeBio deconsolidated BBOT on April 30, 2024 and recognized a gain from deconsolidation of $126.3 million for the three and six months ended June 30, 2024.

Refer to Note 6 for further details regarding the BBOT private equity financing transaction.

Losses on Extinguishments of Debt

The following table summarizes our losses on extinguishments of debt during the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Losses on extinguishments of debt

On February 28, 2025, upon receiving proceeds from the 2031 Notes, we fully repaid the term loan under the Amended Financing Agreement and recognized a loss on extinguishment of debt of $21.2 million on our condensed consolidated statements of operations.

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The following table summarizes our share in net loss of equity method investments during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Net loss from equity method investments

Upon the deconsolidation of GondolaBio on August 16, 2024 and BBOT on April 30, 2024, we accounted for our investments in GondolaBio and BBOT using the equity method of accounting.

For the three months ended March 31, 2025 we recorded net losses from the equity method investments in GondolaBio and BBOT of $6.8 million and $8.7 million, respectively.

Upon the deconsolidation of GondolaBio (as defined in Note 6 to our condensed consolidated financial statements) on August 16, 2024 and BBOT on April 30, 2024, we accounted for our investments in GondolaBio and BBOT using the equity method of accounting.

For the three months ended June 30, 2025 we recorded net losses from the equity method investments in GondolaBio and BBOT of $9.1 million and $11.1 million, respectively.

For the six months ended June 30, 2025 we recorded net losses from the equity method investments in GondolaBio and BBOT of $15.9 million and $19.8 million, respectively.

For the three and six months ended June 30, 2024 we recorded net losses from the equity method investments in BBOT of $7.9 million.

Refer to Note 6 to our condensed consolidated financial statements.

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The following table summarizes our other income (expense), net during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Other income (expense), net

Other income (expense), net for the three months ended March 31, 2025 consists mainly of $4.0 million of other income recorded for the change in fair value of the embedded derivative liability component of our deferred royalty obligation under the Funding Agreement and $3.1 million of other income recognized under the Transition Service Agreements with GondolaBio and BBOT (as described in Note 6 to our condensed consolidated financial statements).

Other income (expense), net for the three months ended March 31, 2024 consists mainly of the net realized gain of $8.1 million from our investment in equity securities.

Other income (expense), net for the three months ended June 30, 2025 consists mainly of $1.5 million of other income recorded for the change in fair value of the embedded derivative liability component of our deferred royalty obligation under the Funding Agreement (as described in Note 10 to our condensed consolidated financial statements), $3.0 million of other income recognized under the Transition Service Agreements with GondolaBio and BBOT (as described in Note 6 to our condensed consolidated financial statements), $2.3 million for special cash dividends to be received from an investment in equity securities (as described in Note 6 to our condensed consolidated financial statements), and $3.2 million net gains on foreign currency exposures, partially offset by certain other nonrecurring expenses.

Other income (expense), net for the three months ended June 30, 2024 consists mainly of a $1.1 million disposition fee incurred under the Amended Financing Agreement in relation to the BBOT private equity financing transaction, partially offset by $0.8 million in other income recognized under the Transition Service Agreement (as defined in Note 6 to our condensed consolidated financial statements) with BBOT.

Other income (expense), net for the six months ended June 30, 2025 consists mainly of $5.5 million of other income recorded for the change in fair value of the embedded derivative liability component of our deferred royalty obligation under the Funding Agreement (as described in Note 10 to our condensed consolidated financial statements), $6.1 million of other income recognized

under the Transition Service Agreements with GondolaBio and BBOT (as described in Note 6 to our condensed consolidated financial statements), $2.3 million special cash dividends to be received from an investment equity securities (as described in Note 6 to our condensed consolidated financial statements), and $4.5 million net gains on foreign currency exposures, partially offset by certain other nonrecurring expenses.

Other income (expense), net for the six months ended June 30, 2024 consists mainly of the net realized gain of $8.1 million from our investment in equity securities.

Income Tax Expense

The following table summarizes our income tax expense during the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Income tax expense

Income tax expense increased by $2.1 million for the three and six months ended June 30, 2025 compared to the same periods in 2024 due to an increase in taxable income primarily generated from Attruby net product sales and net proceeds received under the Royalty Purchase Agreement.

Net Loss Attributable to Redeemable Convertible Noncontrolling Interests and Noncontrolling Interests

The following table summarizes our net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests during the periods indicated:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests

(in thousands)

Net loss attributable to redeemable

convertible noncontrolling interests

and noncontrolling interests

Net loss attributable to redeemable convertible noncontrolling interests and noncontrolling interests on our condensed consolidated statements of operations consists of the portion of the net loss of those consolidated entities that is not allocated to us.

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We have historically financed our operations primarily through the sale of our equity securities, issuance of convertible notes, debt borrowings, royalty financing, sale of certain assets and, to a lesser extent, upfront and milestone payments received from licensing arrangements.

As of March 31, 2025, we have cash and cash equivalents of $540.6 million, including funds held by our wholly-owned subsidiaries and controlled entities, which are available only for specific entity usage.

As of March 31, 2025, we have outstanding debt of $1.8 billion and a deferred royalty obligation of $497.3 million, each were net of debt discount and issuance cost accretion.

As of June 30, 2025, we have cash, cash equivalents and marketable securities of $756.9 million, including funds held by our wholly-owned subsidiaries and controlled entities, which are available only for specific entity usage.

As of June 30, 2025, we have outstanding debt of $1.8 billion and deferred royalty obligations, net of $818.8 million, both of which are net of debt discount and issuance cost accretion.

Since inception, we have incurred significant operating losses.

For the three months ended March 31, 2025 and 2024, we incurred net losses of $169.6 million and $36.2 million, respectively.

For the six months ended June 30, 2025 and 2024, we incurred net losses of $353.4 million and $111.7 million, respectively.

We incurred net cash outflow from operations of $279.9 million and $144.8 million for the same periods, respectively.

We had an accumulated deficit as of June 30, 2025 of $3.4 billion.

While we have undertaken a restructuring initiative to drive operational change in business processes, efficiencies and cost savings, we expect to continue to incur operating and net losses over the next several years as we continue to fund our drug development and discovery efforts, as well as costs related to commercial launch readiness for our late-stage programs.

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Our current business plan is also subject to significant uncertainties and risks as a result of, among other factors, our ability to generate product sales sufficient to achieve profitability, which will depend heavily on the successful development and eventual commercialization of our product candidates at our consolidated entities as well as our ability to partner in the development of certain clinical programs.

Our short-term and long-term liquidity requirements include contractual payments related to our 2031 Notes, 2029 Notes, and 2027 Notes (refer to Note 9 to our condensed consolidated financial statements), our deferred royalty obligation under the Funding Agreement (refer to Note 10 to our condensed consolidated financial statements), obligations under our real estate leases (refer to Note 13 to our condensed consolidated financial statements), accounts payable, accrued liabilities and the remaining liabilities under our restructuring initiative (refer to Note 16 to our condensed consolidated financial statements).

Our short-term and long-term liquidity requirements include contractual payments related to our 2031 Notes, 2029 Notes, and 2027 Notes (refer to Note 9 to our condensed consolidated financial statements), our deferred royalty obligations, net under the Funding Agreement and Royalty Purchase Agreement (refer to Note 10 to our condensed consolidated financial statements), obligations under our real estate leases (refer to Note 13 to our condensed consolidated financial statements), accounts payable, accrued liabilities and the remaining liabilities under our restructuring initiative (refer to Note 16 to our condensed consolidated financial statements).

We also have performance-based milestone compensation arrangements with certain employees and consultants, whose vesting is contingent upon meeting various regulatory and development milestones, with fixed monetary amounts known at inception that can be settled in the form of cash or equity at our sole election, upon achievement of each contingent milestone (refer to Note 8 to our condensed consolidated financial statements).

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We expect that these initiatives, including restructuring, will reduce our operating expenses.

We expect our cash, cash equivalents and restricted cash will fund our operations for at least the next 12 months based on current operating plans and financial forecasts.

If our current operating plans or financial forecasts change, as a result of general market and economic conditions, inflationary pressures, supply chain issues, our commercialization of Attruby, and timing of our commercialization of other products we may require additional funding sooner in the form of public or private equity offerings, debt financings or additional collaborations and licensing arrangements.

We expect our cash, cash equivalents, restricted cash and marketable securities will fund our operations for at least the next 12 months from the date of filing of this Quarterly Report on Form 10-Q based on current operating plans and financial forecasts.

If our current operating plans or financial forecasts change, as a result of general market and economic conditions, inflationary pressures, supply chain issues, our commercialization of Attruby/Beyonttra, and timing of our commercialization of other products we may require additional funding sooner in the form of public or private equity offerings, debt financings or additional collaborations and licensing arrangements.

However, future financing may not be available in amounts or on terms acceptable to us, if at all.

In addition, we are closely monitoring ongoing developments in connection with economic conditions, inflationary pressures, supply chain issues, our commercialization of Attruby, and timing of our commercialization of other products which may negatively impact our financial and operating results.

We will continue to assess our operating costs and expenses and our cash and cash equivalents and, if circumstances warrant, we will make appropriate adjustments to our operating plan.

In addition, we are closely monitoring ongoing developments in connection with economic conditions, inflationary pressures, supply chain issues, our commercialization of Attruby/Beyonttra, and timing of our commercialization of other products which may negatively impact our financial and operating results.

We will continue to assess our operating costs and expenses and our cash and cash equivalents and marketable securities and, if circumstances warrant, we will make appropriate adjustments to our operating plan.

Sources of Liquidity

Receivables from licensing and collaboration agreements

On March 1, 2024, certain subsidiaries of the Company, including Eidos, BridgeBio International GmbH and BridgeBio Europe B.V.

(collectively, “the Seller Parties”), entered into the Bayer License Agreement with Bayer to develop and commercialize acoramidis as a treatment for transthyretin amyloidosis in the European Union and all member states of the European Patent Organization (the “Licensed Territory”).

On March 1, 2024, our subsidiaries, Eidos, BridgeBio International GmbH and BridgeBio Europe B.V.

(collectively, “the Seller Parties”), entered into the Bayer License Agreement with Bayer to develop and commercialize acoramidis as a treatment for transthyretin amyloidosis in the EU and all member states of the European Patent Organization (the “Licensed Territory”).

In consideration for the license grant, the Seller Parties received an upfront payment of $135.0 million and will be eligible to receive up to $150.0 million in regulatory and sales milestone payments through 2026 (of which a regulatory milestone of $75.0 million was achieved and recognized as revenue in February 2025 upon EC approval under the brand name Beyonttra), and additional payments up to $450.0 million subject to the achievement of certain sales milestones.

In consideration for the license grant, the Seller Parties received an upfront payment of $135.0 million in May 2024 and will be eligible to receive up to $150.0 million in regulatory and sales milestone payments through 2026 (of which a regulatory milestone of $75.0 million was achieved and recognized as “License and services revenue” in February 2025 upon EC approval of acoramidis under the brand name Beyonttra and received in April 2025), and additional payments up to $450.0 million subject to the achievement of certain sales milestones.

The Company received the $75.0 million regulatory-based milestone payment from Bayer in April 2025.

On February 7, 2024, our subsidiary, QED, and Kyowa Kirin Co., Ltd (“Kyowa Kirin” or “KKC”) entered into a partnership wherein QED granted Kyowa Kirin an exclusive license to develop, manufacture, and commercialize infigratinib for achondroplasia, hypochondroplasia, and other skeletal dysplasias in Japan in accordance with the terms therein (the “KKC Agreement”).

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In September 2019, Eidos entered into the Eidos-Alexion License Agreement with Alexion to develop, manufacture, and commercialize in Japan the compound known as acoramidis (previously known as AG10) and any of its various chemical forms and any pharmaceutical products containing acoramidis.

Under the Eidos-Alexion License Agreement, Eidos received an upfront

nonrefundable payment of $25.0 million, and in June 2025, Eidos received a regulatory milestone payment of $30.0 million following pricing approval from the National Health Insurance in Japan.

Under the Eidos-Alexion License Agreement, Eidos is eligible to receive royalties in the low-teens based on net sales of acoramidis in Japan.

Public offerings

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Morgan Securities LLC, Cantor Fitzgerald & Co.

and Mizuho Securities USA LLC, as representatives of several underwriters (collectively, the “2024 Underwriters”), relating to an underwritten public offering (the “2024 Follow-on offering”) of 8,620,690 shares of the Company’s common stock, $0.001 par value per share, at a public offering price of $29.00 per share.

The Company also granted the 2024 Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,293,103 shares of Common Stock, which the 2024 Underwriters exercised in full on the closing of the 2024 Follow-on offering.

The Company paid the Underwriters a commission of 3.6% of the aggregate gross proceeds received from all sales of the common stock under the Follow-on Agreement.

and Mizuho Securities USA LLC, as representatives of several underwriters (collectively, the “2024 Underwriters”), relating to an underwritten public offering (the “2024 Follow-on offering”) of 8,620,690 shares of the our common stock, $0.001 par value per share, at a public offering price of $29.00 per share.

We also granted the 2024 Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 1,293,103 shares of Common Stock, which the 2024 Underwriters exercised in full on the closing of the 2024 Follow-on offering.

We paid the Underwriters a commission of 3.6% of the aggregate gross proceeds received from all sales of the common stock under the Follow-on Agreement.

In March 2024, 9,913,793 shares (including the 1,293,103 shares issued upon exercise of the 2024 Underwriters’ option to purchase additional shares) were issued under the 2024 Follow-on Agreement, for net proceeds of $276.6 million, after deducting underwriting fees and commissions of $10.3 million and offering costs of $0.6 million.

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During the year ended December 31, 2024, 1,061,991 shares were issued under the ATM Agreement, for net proceeds of $38.1 million, after deducting sales agent fees and commissions of $0.6 million.

As of March 31, 2025, we are still eligible to sell up to $345.3 million of our common stock pursuant to the ATM Agreement under the 2023 Shelf.

As of March 31, 2025, we have borrowings under the 2031 Notes, the 2029 Notes, and the 2027 Notes, which are discussed below.

As of June 30, 2025, we are still eligible to sell up to $345.3 million of our common stock pursuant to the ATM Agreement under the 2023 Shelf.

As of June 30, 2025, we have borrowings under the 2031 Notes, the 2029 Notes, and the 2027 Notes, which are discussed below.

2031 Notes, net

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The 2031 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the 2031 Notes Trustee or the holders of not less than 25% in aggregate principal amount of the 2031 Notes then outstanding may declare the entire principal amount of all the Notes plus accrued special interest, if any, to be immediately due and payable.

The 2031 Notes are our general unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2031 Notes;

The 2031 Notes are our general

unsecured obligations and rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2031 Notes;

equal in right of payment with all of our liabilities that are not so subordinated, including our 2029 Notes and 2027 Notes;

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The 2029 Notes accrue interest payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021, at a rate of 2.25% per year.

The 2029 Notes will mature on February 1, 2029, unless earlier converted, redeemed or

The 2029 Notes will mature on February 1, 2029, unless earlier converted, redeemed or repurchased.

The 2029 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

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Refer to Note 9 of our condensed consolidated financial statements for other details, including our future minimum payments under the 2027 Notes.

Royalty Obligation

Deferred Royalty Obligations, net

Royalty Interest Purchase and Sale Agreement

On June 27, 2025 (the “Closing Date”), we and Eidos entered into a Royalty Interest Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Acoramidis Royalty SPV, LP (“ARS”), an affiliate of Healthcare Royalty Management, LLC (“HCRx”), as a purchaser and the purchaser representative (in such capacity, the “Purchaser Representative”), and LSI Financing Fund, LP, an affiliate of Blue Owl Capital Corporation, as a purchaser (together with ARS as a purchaser, the “Royalty Agreement Purchasers”).

Pursuant to the Royalty Purchase Agreement, Eidos sold to the Royalty Agreement Purchasers certain of Eidos’ right to receive certain royalty payments (“Purchased Royalty Payment”) on net sales of certain products containing acoramidis (the “Licensed Products”) made in the EU and all member and extension states of the European Patent Organization (the “Licensed Territory”) under (i) an exclusive license agreement, dated as of March 1, 2024, by and among Bayer, Eidos and our other subsidiaries party thereto, as amended from time to time (the “Bayer License Agreement”) and (ii) an amended and restated license agreement, effective as of June 30, 2023, by and between Eidos and our other subsidiary, BridgeBio International GmbH.

In consideration for the sale of the Purchased Royalty Payment, the Royalty Agreement Purchasers agreed to pay Eidos $300.0 million in cash (the “Purchase Price”), which was funded in full on the Closing Date.

The Royalty Agreement Purchasers’ rights to the Purchased Royalty Payment are subject to (a) an annual cap equal to 60% of all royalty payments paid by Bayer to Eidos and its affiliates under the Bayer License Agreement on the first $500.0 million of annual net sales of Licensed Products in the Licensed Territory under the Bayer License Agreement and (b) an initial hard cap equal to 145% of the Purchase Price.

In addition, we and our subsidiary, Eidos, granted the Purchaser Representative, for the benefit of the Royalty Agreement Purchasers, a security interest in specific assets related to the Purchased Royalty Payment.

The Royalty Purchase Agreement also contains certain representations and warranties, indemnification obligations, events of default and other provisions that are customary for transactions of this nature.

Upon the occurrence of a change of control of the Company, the successor entity has an option to either (a) assume the obligations of the Company and/or Eidos under the Royalty Purchase Agreement or (b) pay the Royalty Agreement Purchasers an amount equal to the then-applicable hard cap, less total payments already made to the Royalty Agreement Purchasers, plus any other amounts payable under the Royalty Purchase Agreement (the “Change of Control Payment”), upon payment of which no further payments will be due to the Royalty Agreement Purchasers or the Purchaser Representative under the Royalty Purchase Agreement.

If an event of default occurs and is continuing, Eidos is required to immediately pay the Change of Control Payment to the Royalty Agreement Purchasers.

Refer to Note 10 of our condensed consolidated financial statements for other details.

Funding Agreement

On January 17, 2024, the Company and Eidos, BridgeBio Europe B.V.

On January 17, 2024, we and Eidos, BridgeBio Europe B.V.

and BridgeBio International GmbH (collectively, the “Seller Parties”) entered into a Funding Agreement (the “Funding Agreement”) with LSI Financing 1 Designated Activity Company and CPPIB Credit Europe S.à r.l.

(together, the “Purchasers”), and Alter Domus (US) LLC, as the collateral agent.

Pursuant to the Funding Agreement, the Purchasers agreed to pay to the Company $500.0 million (net of certain transaction expenses) (the “Investment Amount”) upon the first FDA approval of acoramidis, subject to certain conditions relating to the FDA approval and other customary conditions (such date of payment, the “Funding Date”).

In return, the Company granted the Purchasers the right to receive payments (the “Royalty Interest Payments”) equal to 5% of the global net sales of acoramidis (the “Net Sales”).

(together, the “Funding Agreement Purchasers”), and Alter Domus (US) LLC, as the collateral agent.

Pursuant to the Funding Agreement, the Funding Agreement Purchasers agreed to pay us $500.0 million (net of certain transaction expenses) (the “Investment Amount”) upon the first FDA approval of acoramidis, subject to certain conditions relating to the FDA approval and other customary conditions (such date of payment, the “Funding Date”).

In return, we granted the Funding Agreement Purchasers the right to receive payments (the “Royalty Interest Payments”) equal to 5% of the global net sales of acoramidis (the “Net Sales”).

Under certain conditions relating to the sales performance of acoramidis, the rate of the Royalty Interest Payments may adjust to a maximum rate of 10% in 2027.

Each Royalty Interest Payment will become payable to the Purchasers on a quarterly basis after the Funding Date.

In addition, the Seller Parties granted the collateral agent, for the benefit of the Purchasers, a security interest in specific assets related to acoramidis.

The Purchasers’ rights to the Royalty Interest Payments and ownership interest in Net Sales will terminate upon the earlier of the Purchasers’ receipt of (a) Royalty Interest Payments equal to $950.0 million (the “Cap Amount”) and (b) a buy-out payment (“Buy-Out Payment”) in an amount determined in accordance with the Funding Agreement but that will not exceed the Cap Amount.

In the event that a change in control (as customarily defined in the Funding Agreement) occurs on or after the effective date of the Funding Agreement and prior to FDA approval of acoramidis, either party may terminate the Funding Agreement and the Seller Parties shall make a one-time payment of $25.0 million (in the aggregate) to the Purchasers.

The Funding Agreement will terminate upon customary events.

Each Royalty Interest Payment will become payable to the Funding Agreement Purchasers on a quarterly basis after the Funding Date.

In addition, the Seller Parties granted the collateral agent, for the benefit of the Funding Agreement Purchasers, a security interest in specific assets related to acoramidis.

The Funding Agreement Purchasers’ rights to the Royalty Interest Payments and ownership interest in Net Sales will terminate upon the earlier of the Funding Agreement Purchasers’ receipt of (a) Royalty Interest Payments equal to $950.0 million (the “Cap Amount”) and (b) a buy-out payment (“Buy-Out Payment”) in an amount determined in accordance with the Funding Agreement but that will not exceed the Cap Amount.

In the event that a change of control (as customarily defined in the Funding Agreement) occurs on or after the effective date of the Funding Agreement, the Purchasers may elect to require the Seller Parties to make the Buy-Out Payment and the Funding Agreement will be terminated upon payment in-full of the Seller Parties’ obligations under the Funding Agreement (including the Buy-Out Payment and all reimbursable expenses).

The Funding Agreement will also terminate upon customary events.

Following the FDA approval of Attruby on November 22, 2024, and in accordance with the Funding Agreement (as described below), we received net cash proceeds of $472.5 million after deducting debt discount and issuance costs paid of $27.5 million in December 2024.

Under the Funding Agreement, the Seller Parties are required to comply with various covenants, including using commercially reasonable efforts to obtain regulatory approval for and commercialize acoramidis, providing the Purchasers with certain clinical, commercial, regulatory and intellectual property updates and certain financial statements, and providing notices upon the occurrence of certain events, each as agreed under the Funding Agreement.

Under the Funding Agreement, the Seller Parties are required to comply with various covenants, including using commercially reasonable efforts to obtain regulatory approval for and commercialize acoramidis, providing the Funding Agreement Purchasers with certain clinical, commercial, regulatory and intellectual property updates and certain financial statements, and providing notices upon the occurrence of certain events, each as agreed under the Funding Agreement.

The Funding Agreement also contains certain representations and warranties, indemnification obligations, put-option events and other provisions that are customary for transactions of this nature.

In connection with the Royalty Purchase Agreement described above, the Funding Agreement was amended on June 27, 2025.

All terms and conditions of the Funding Agreement remain substantially unchanged.

Refer to Note 10 of our condensed consolidated financial statements for other details.

The following table summarizes our cash flows during the periods indicated:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

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Net Cash Flows Used in Operating Activities

Net cash used in operating activities was $199.2 million for the three months ended March 31, 2025 and consisted of our net loss of $169.6 million, adjustments for non-cash items totaling $86.5 million, and net cash outflow of $116.1 million related to changes in operating assets and liabilities.

The adjustments for non-cash items totaling $86.5 million primarily included $25.9 million in stock-based compensation expense, $25.6 million in accretion of debt, $21.2 million in loss on extinguishment of debt from the repayment of the term loan under the Amended Financing Agreement, and net loss from equity method investments of $15.6 million.

The net cash outflow of $116.1 million related to changes in operating assets and liabilities was attributed mainly to an increase of $110.5 million in accounts receivable, net primarily related to a $75.0 million receivable under the Bayer License Agreement as well

as receivables for net product revenues, an increase of $3.2 million in inventories, and an increase of $17.6 million in accounts payable, partially offset by a decrease of $19.4 million in accrued compensation and benefits.

Net cash used in operating activities was $219.5 million for the three months ended March 31, 2024 and consisted primarily of our net loss of $36.2 million, adjustments for non-cash items totaling $41.8 million, and net cash outflow of $225.2 million related to changes in operating assets and liabilities.

The adjustments for non-cash items totaling $41.8 million primarily included $26.6 million in loss on extinguishment of debt from the repayment of the term loan under the Amended Loan Agreement, $17.1 million in stock-based compensation expense, offset by $8.1 million net gain from investment in equity securities.

The $225.2 million net cash outflow related to changes in operating assets and liabilities was attributed mainly to an increase of $233.7 million in accounts receivable, net primarily related to a $135.0 million receivable from the Bayer License Agreement and a $100.0 million receivable from the KKC Agreement, an increase in deferred revenue of $24.0 million primarily related to the Bayer License Agreement and the KKC Agreement, a decrease of $15.0 million in accrued compensation and benefits, a decrease in accounts payable of $5.9 million, and was partially offset by an increase in accrued research and development liabilities of $11.2 million, which are primarily due to timing of payments.

Net cash used in operating activities was $279.9 million for the six months ended June 30, 2025 and consisted of our net loss of $353.4 million, adjustments for non-cash items totaling $170.2 million, and net cash outflow of $96.7 million related to changes in operating assets and liabilities.

The adjustments for non-cash items totaling $170.2 million primarily included $63.1 million in stock-based compensation expense, $53.1 million in accretion of debt, $21.2 million in losses on extinguishments of debt from the repayment of the term loan under the Amended Financing Agreement, and net loss from equity method investments of $35.7 million.

The net cash outflow of $96.7 million related to changes in operating assets and liabilities was attributed mainly to an increase of $72.1 million in accounts receivable, net primarily related to receivables for net product revenues, an increase of $16.6 million in inventories, an increase of $22.7 million for prepaid expenses and other current assets, a decrease of $15.6 million in accrued compensation and benefits, and a decrease in deferred revenue of $6.5 million, partially offset by an increase in accounts payable of $16.5 million, which are primarily due to the timing of payments, and an increase in other current liabilities of $26.6 million.

Net cash used in operating activities was $144.8 million for the six months ended June 30, 2024, consisting primarily of our net loss of $111.7 million, adjusted for non-cash items totaling $54.4 million, which primarily includes a $126.3 million net gain on the deconsolidation of a subsidiary, $8.1 million net realized gain from investment in equity securities, offset by $38.5 million in stock-based compensation expense, $26.6 million in losses on extinguishments of debt from the repayment of the term loan under the Amended Loan Agreement, net loss from equity method investment of $7.9 million, and $3.7 million in accretion of debt, and $21.3 million in net cash inflow related to changes in operating assets and liabilities.

The $21.3 million net cash inflow related to changes in operating assets and liabilities was attributed mainly to an increase in deferred revenue of $22.2 million primarily related to the Bayer License Agreement and the KKC Agreement, an increase of $8.9 million in accounts payable, and an increase of $7.1 million in accrued research and development liabilities, partially offset by a decrease of $8.4 million in accrued compensation and benefits and a decrease in prepaid expenses and other current assets of $6.5 million, which are primarily due to timing of payments.

Net Cash Flows Provided by (Used in) Investing Activities

Net cash used in investing activities was $1.6 million for the three months ended March 31, 2025, attributable to the aggregate payments made to FMI for an intangible asset.

Net cash provided by investing activities was $22.8 million for the three months ended March 31, 2024, attributable primarily to $63.2 million in proceeds from the sale of equity securities, $25.7 million in special cash dividends received from equity securities, partially offset by purchases of marketable securities of $44.4 million and purchases of investments in equity securities of $20.3 million.

Net cash used in investing activities was $14.6 million for the six months ended June 30, 2025, attributable primarily to purchases of marketable securities of $7.9 million and the aggregate payments made to Foundation Medicine, Inc.

and Stanford University for intangible assets of $6.1 million.

Net cash provided by investing activities was $25.8 million for the six months ended June 30, 2024, attributable primarily to $63.2 million in proceeds from the sale of equity securities, $55.0 million in proceeds from the maturities of marketable securities, $25.7 million in special cash dividends received from equity securities, partially offset by purchases of marketable securities of $93.8 million and purchases of investments in equity securities of $20.3 million.

Net Cash Flows Provided by Financing Activities

Net cash provided by financing activities was $60.3 million for the three months ended March 31, 2025, consisting primarily of $575.0 million in proceeds from the issuance of 2031 Notes, which was partially offset by the $459.0 million repayment of the term loan under the Amended Financing Agreement, $48.3 million in repurchase of common stock, and $12.0 million payment of issuance costs and discounts associated with the 2031 Notes.

Net cash provided by financing activities was $279.5 million for the three months ended March 31, 2024, consisting primarily of $450.0 million in proceeds from the term loan under the Amended Financing Agreement, $315.3 million in net proceeds from the issuance of common stock through public offerings, which was partially offset by $473.4 million repayment of the term loan under the Amended Loan Agreement and $12.3 million in issuance costs and discounts associated with the Amended Financing Agreement.

Net cash provided by financing activities was $362.4 million for the six months ended June 30, 2025, consisting primarily of $575.0 million in proceeds from the issuance of 2031 Notes, $300.0 million in gross cash proceeds from the royalty obligation under the Royalty Purchase Agreement, and $9.7 million in proceeds from stock option exercises (net of repurchases), partially offset by the $459.0 million repayment of the term loan under the Amended Financing Agreement, $48.3 million in repurchase of common stock, $12.0 million payment of issuance costs and discounts associated with the 2031 Notes, and $2.0 million payment of issuance costs associated with the royalty obligation under the Royalty Purchase Agreement.

Net cash provided by financing activities was $273.8 million for the six months ended June 30, 2024, consisting primarily of $450.0 million in proceeds from the term loan under the Amended Financing Agreement, $314.8 million in net proceeds from the issuance of common stock through public offerings, and partially offset by $473.4 million repayment of the term loan under the Amended Loan Agreement, and $16.0 million in issuance costs and discounts associated with the Amended Financing Agreement.

Critical Accounting Policies

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Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, except for certain updates to our accounting policy as discussed in Note 2 of our condensed consolidated financial statements as of and for the three months ended March 31, 2025.

Recent Accounting Pronouncements

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Quantitative and Qualitati ve Disclosures About Market Risk

As of March 31, 2025, we held cash and cash equivalents of $540.6 million.

As of June 30, 2025, we held cash, cash equivalents and marketable securities of $756.9 million.

Our cash equivalents consist of amounts invested in money market funds, agency discount notes, and high investment grade fixed income securities that are primarily invested in commercial paper, U.S.

government securities and treasury bills.

Our marketable securities consisted of high investment grade fixed income securities that were invested U.S.

treasury bills.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.

We have not been exposed, nor do we anticipate being exposed to material risks due to changes in interest rates.

We do not believe that our cash and cash equivalents have a significant risk of default or illiquidity.

As of March 31, 2025, our 2031 Notes, 2029 Notes and 2027 Notes had principal balances of $575.0 million, $747.5 million and $550.0 million, respectively, which bear fixed interest rates that are not subject to variability as a result of changes in interest rates.

We do not believe that our cash, cash equivalents and marketable securities have a significant risk of default or illiquidity.

As of June 30, 2025, our 2031 Notes, 2029 Notes and 2027 Notes had principal balances of $575.0 million, $747.5 million and $550.0 million, respectively, which bear fixed interest rates that are not subject to variability as a result of changes in interest rates.

Inflationary factors, such as increases in the cost of our raw materials, clinical supplies, interest rates and overhead costs may adversely affect our operating results.

2 unchanged sentences

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 2. Management’s Discussion and Analysis