What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-08 · 134 added, 68 removed, 298 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except par value and share amounts)

September 30,

Current assets:

6 unchanged sentences

Current liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expenses (includes related party amounts of $ 1,775 and $ 0 , respectively)

Operating lease liabilities

6 unchanged sentences

Preferred stock, $ 0.0001 par value;

200,000,000 shares authorized at June 30, 2024

200,000,000 shares authorized at September 30, 2024

and December 31, 2023;

0 shares issued and outstanding at June 30, 2024

0 shares issued and outstanding at September 30, 2024

and December 31, 2023

1 unchanged sentence

350,000,000 shares authorized at

June 30, 2024 and December 31, 2023;

September 30, 2024 and December 31, 2023;

48,345,533 and 48,077,599

shares issued and outstanding at June 30, 2024 and December 31, 2023

shares issued and outstanding at September 30, 2024 and December 31, 2023

Class B common stock, $ 0.0001 par value;

15,368,569 shares authorized at

June 30, 2024 and December 31, 2023;

September 30, 2024 and December 31, 2023;

0 shares issued and outstanding at

June 30, 2024 and December 31, 2023, respectively

September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

6 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Collaboration and other revenue

Operating expenses:

Research and development expense

Research and development expense (includes related party amounts of

$ 1,775 and $ 2,025 for the three and nine months ended

September 30, 2024 and $ 0 and $ 125 for the three and nine months

ended September 30, 2023, respectively)

General and administrative expense

12 unchanged sentences

(in thousands, except share amounts)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Stockholders’

Balance at March 31, 2024

Balance at June 30, 2024

Stock-based compensation expense

Issuance of common stock under equity incentive plans, net of shares withheld for taxes

Issuance of common stock for Employee Stock Purchase Plan

Taxes related to net share settlement of equity awards

Balance at June 30, 2024

Three Months Ended June 30, 2023

Balance at September 30, 2024

Three Months Ended September 30, 2023

Stockholders’

Balance at March 31, 2023

Balance at June 30, 2023

Stock-based compensation expense

3 unchanged sentences

Taxes related to net share settlement of equity awards

Balance at June 30, 2023

Balance at September 30, 2023

See accompanying notes.

2 unchanged sentences

(in thousands, except share amounts)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Stockholders’

4 unchanged sentences

Taxes related to net share settlement of equity awards

Balance at June 30, 2024

Six Months Ended June 30, 2023

Balance at September 30, 2024

Nine Months Ended September 30, 2023

Stockholders’

6 unchanged sentences

Conversion of Class B common stock

Balance at June 30, 2023

Balance at September 30, 2023

See accompanying notes.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

5 unchanged sentences

Accounts payable and accrued expenses

Accounts payable and accrued expenses - related parties

Right-of-use assets and lease liabilities, net

26 unchanged sentences

Basis of Presentation

The unaudited condensed financial statements as of June 30, 2024, and for the three and six months ended June 30, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

The unaudited condensed financial statements as of September 30, 2024, and for the three and nine months ended September 30, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and with accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial statements.

These unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented.

3 unchanged sentences

The Company has incurred cumulative operating losses and negative cash flows from operations since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it continues development of its product candidates.

As of June 30, 2024, the Company had an accumulated deficit of $ 460.6 million .

As of September 30, 2024, the Company had an accumulated deficit of $ 471.2 million .

The Company plans to continue to fund its losses from operations and capital funding needs through public or private equity or debt financings, or other sources.

2 unchanged sentences

In January 2023, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC pursuant to which the Company may, from time to time at its sole discretion, sell shares of the Company’s common stock, with aggregate gross sales proceeds of up to $ 100.0 million.

The Company has not sold any shares of its common stock under the Sales Agreement as of June 30, 2024.

The Company has not sold any shares of its common stock under the Sales Agreement as of September 30, 2024.

Management is required to perform a two-step analysis of the Company’s ability to continue as a going concern.

4 unchanged sentences

The preparation of the Company’s condensed financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed financial statements and accompanying notes.

The most significant estimates in the Company’s condensed financial statements relate to accruals for research and development costs, and equity-based compensation.

The most significant estimates in the Company’s condensed financial statements relate to revenue recognition, accruals for research and development costs, and equity-based compensation.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources.

29 unchanged sentences

The Company does not have any finance leases.

Revenue Recognition

The Company recognizes revenue in a manner that depicts the transfer of control of a product or a service to a customer and reflects the amount of the consideration the Company is entitled to receive in exchange for such product or service.

In doing so, the Company follows a five-step approach:

(i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) the customer obtains control of the product or service.

The Company considers the terms of a contract and all relevant facts and circumstances when applying the revenue recognition standard.

A customer is a party that has entered into a contract with the Company, where the purpose of the contract is to obtain a product or a service that is an output of the Company’s ordinary activities in exchange for consideration.

To be considered a contract, (i) the contract must be approved (in writing, orally, or in accordance with other customary business practices), (ii) each party’s rights regarding the product or the service to be transferred can be identified, (iii) the payment terms for the product or the service to be transferred can be identified, (iv) the contract must have commercial substance (that is, the risk, timing or amount of future cash flows is expected to change as a result of the contract), and (v) it is probable that the Company will collect substantially all of the consideration to which it is entitled to receive in exchange for the transfer of the product or the service.

A performance obligation is defined as a promise to transfer a product or a service to a customer.

The Company identifies each promise to transfer a product or a service (or a bundle of products or services, or a series of products and services that are substantially the same and have the same pattern of transfer) that is distinct.

A product or a service is distinct if both (i) the customer can benefit from the product or the service either on its own or together with other resources that are readily available to the customer and (ii) the

Company’s promise to transfer the product or the service to the customer is separately identifiable from other promises in the contract.

Each distinct promise to transfer a product or a service is a unit of accounting for revenue recognition.

If a promise to transfer a product or a service is not separately identifiable from other promises in the contract, such promises should be combined into a single performance obligation.

The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer.

To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash consideration and consideration payable to the customer.

If a significant financing component exists, the transaction price is adjusted for the time value of money.

If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer.

There are two methods for determining the amount of variable consideration:

(i) the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and (ii) the mostly likely amount method, which identifies the single most likely amount in a range of possible consideration amounts.

If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation.

For each distinct performance obligation, revenue is recognized when the Company transfers control of the product or the service applicable to such performance obligation.

In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as deferred revenue until (or as) the Company satisfies such performance obligation.

In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable.

The Company expenses incremental costs of obtaining and fulfilling a contract as incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial.

Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract.

Comprehensive Loss

7 unchanged sentences

Potentially dilutive securities not included in the calculation of diluted net loss per common share because to do so would be anti-dilutive are as follows (in common stock equivalents):

As of June 30,

As of September 30,

Common stock options

1 unchanged sentence

Recent Accounting Pronouncements

There were no new accounting standards that had a material impact on the Company’s financial statements during the six months ended June 30, 2024.

There were no new accounting standards that had a material impact on the Company’s financial statements during the nine months ended September 30, 2024.

In December 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Income Tax Disclosures”.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as

information on income taxes paid.

ASU 2023-09 is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its financial statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No.

2023‑07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (ASU 2023-07), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 should be applied on a retrospective basis.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its financial statements.

Balance Sheet Details

Prepaid expenses and other current assets consist of the following (in thousands):

September 30,

Prepaid research and development

2 unchanged sentences

Property and equipment consist of the following (in thousands):

September 30,

Furniture, fixtures and office equipment

3 unchanged sentences

Accounts payable and accrued expenses consist of the following (in thousands):

September 30,

Accounts payable

Accrued compensation

Accrued research and development

Accrued research and development (includes related party amounts of $ 1,775 and $ 0 , respectively)

Other accrued expenses

2 unchanged sentences

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis.

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants.

Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

3 unchanged sentences

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of June 30, 2024 and December 31, 2023, the Company had $ 51.7 million and $ 50.4 million, respectively, invested in U.S.

As of September 30, 2024 and December 31, 2023, the Company had $ 42.3 million and $ 50.4 million, respectively, invested in U.S.

Government and U.S.

6 unchanged sentences

The components of lease expense included in the Company’s statements of operations and loss include (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease expense

2 unchanged sentences

Variable lease costs are primarily related to payments made to lessors for common area maintenance, property taxes, insurance, and other operating expenses.

The Company did not have any short-term leases or finance leases for the three and six months ended June 30, 2024 and 2023, respectively.

The Company did not have any short-term leases or finance leases for the three and nine months ended September 30, 2024 and 2023, respectively.

The weighted average remaining lease term and weighted average discount rate for operating leases were as follows:

As of June 30,

As of September 30,

Weighted average remaining lease term (in years)

1 unchanged sentence

Supplemental cash flow information related to leases under which the Company is the lessee was as follows (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of operating leases

Maturities of operating lease liabilities as of June 30, 2024 were as follows (in thousands):

Six months ending December 31, 2024

Maturities of operating lease liabilities as of September 30, 2024 were as follows (in thousands):

Three months ending December 31, 2024

Total future lease payments

7 unchanged sentences

The Company may grant awards of common stock under the 2020 Equity Incentive Plan (the “2020 Plan”) to the Company’s employees, consultants and non-employee directors pursuant to option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance stock awards, performance stock unit awards and other stock-based awards.

As of June 30, 2024 and December 31, 2023 , the total number of common shares authorized for issuance under the 2020 Plan was 10,735,431 and 9,196,970 , respective ly.

As of September 30, 2024 and December 31, 2023 , the total number of common shares authorized for issuance under the 2020 Plan was 10,735,431 and 9,196,970 , respective ly.

On January 1st of each year, commencing with the first January 1st following the effective date of the 2020 Plan, the shares authorized for issuance under the 2020 Plan shall be increased by a number of shares equal to the lesser of 4 % of the total number of shares outstanding on the immediately preceding December 31st and such lesser number of shares determined by the Company’s board of directors.

6 unchanged sentences

The modification also resulted in an increase to the term of 130,699 fully vested options for which $ 123,000 of incremental compensation cost was immediately recognized on the date of the modification.

Stock-based compensation expense for the three and six months ended June 30, 2024 and 2023 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Stock-based compensation expense for the three and nine months ended September 30, 2024 and 2023 has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Research and development

1 unchanged sentence

Restricted Stock Units

The following table summarizes RSU activity under the 2020 Plan for the six months ended June 30, 2024:

The following table summarizes RSU activity under the 2020 Plan for the nine months ended September 30, 2024:

Weighted - Average

Outstanding at December 31, 2023

Outstanding at June 30, 2024

As of June 30, 2024, total unrecognized stock-based compensation expense for RSUs was $ 4.0 million , which is expected to be recognized over a remaining weighted-average period of approximately 3.4 years .

Outstanding at September 30, 2024

As of September 30, 2024, total unrecognized stock-based compensation expense for RSUs w as $ 3.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 3.2 years.

Stock Options

The following table summarizes stock option activity under the 2020 Plan for the six months ended June 30, 2024:

The following table summarizes stock option activity under the 2020 Plan for the nine months ended September 30, 2024:

Weighted - Average

1 unchanged sentence

Balance at December 31, 2023

Balance at June 30, 2024

Vested and expected to vest at June 30, 2024

Exercisable at June 30, 2024

As of June 30, 2024 , total unrecognized stock-based compensation cost for unvested common stock options was $ 11.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.44 years.

The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2024 was $ 2.19 per share.

The total fair value of options vested during the six months ended June 30, 2024 was $ 6.2 million.

Balance at September 30, 2024

Vested and expected to vest at September 30, 2024

Exercisable at September 30, 2024

As of September 30, 2024 , total unrecognized stock-based compensation cost for unvested common stock options was $ 9.7 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.21 years.

The weighted-average grant date fair value of stock options granted during the nine months ended September 30, 2024 was $ 2.04 per share.

The total fair value of options vested during the nine months ended September 30, 2024 was $ 8.0 million.

Upon option exercise, the Company issues new shares of its common stock.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option grants were as follows:

Six Months Ended

Nine Months Ended

September 30,

Expected volatility

17 unchanged sentences

The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation.

As of June 30, 2024 and December 31, 2023, a total of 2,281,600 shares and 1,737,098 shares, respectively, of common stock were authorized for issuance under the ESPP.

As of September 30, 2024 and December 31, 2023, a total of 2,281,600 shares and 1,737,098 shares, respectively, of common stock were authorized for issuance under the ESPP.

The number of shares of common stock authorized for issuance will automatically increase on January 1 of each calendar year, from January 1, 2021 through January 1, 2030 by the least of (i) 1.0 % of the total number of common shares of our common stock outstanding on December 31 of the preceding calendar year (calculated on a fully diluted basis), (ii) 929,658 common shares or (iii) a number determined by the Company’s board of directors that is less than (i) and (ii).

The Company issued 191,020 and 56,793 shares of common stock under the ESPP during the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, 1,766,284 shares o f common stock remained available for issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and six months ended June 30, 2024 and 2023 was immaterial.

The Company issued 191,020 and 56,793 shares of common stock under the ESPP during the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, 1,766,284 shares o f common stock remained available for

issuance under the ESPP.

Stock-based compensation expense related to the ESPP for the three and nine months ended September 30, 2024 and 2023 was immaterial.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance are as follows in common equivalent shares:

September 30,

Common stock options and restricted stock units issued and outstanding

12 unchanged sentences

In the event the license is terminated, the liability will be extinguished with no further payment to BeiGene.

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three and six months ended June 30, 2024 and 2023 , respectively.

The Company had a $ 19.8 million Liability to Licensor as of June 30, 2024 and December 31, 2023, respectively.

The Company did no t recognize any revenue related to the collaboration agreement with BeiGene during the three and nine months ended September 30, 2024 and 2023 , respectively.

The Company had a $ 19.8 million Liability to Licensor as of September 30, 2024 and December 31, 2023, respectively.

Collaboration and Supply Agreement with Bristol-Myers Squibb

3 unchanged sentences

BMS provides Opdivo® clinical drug supply at no cost for the combination study trials.

After the completion of the combination therapy trials, the

Company is obligated to provide BMS with a final report of the data resulting from the trial.

After the completion of the combination therapy trials, the Company is obligated to provide BMS with a final report of the data resulting from the trial.

The BMS Agreement was amended in October 2022 to include additional territories for our mecbotamab vedotin and ozuriftamab vedotin combination study trials.

There was no impact to the Company's financial results for the three and six months ended June 30, 2024 and 2023 as a result of this agreement.

There was no impact to the Company's financial results for the three and nine months ended September 30, 2024 and 2023 as a result of this agreement.

License Agreement with Context Therapeutics Inc.

In September 2024, the Company entered into a License Agreement (the “Context License Agreement”) with Context Therapeutics Inc.

Under the terms of the Context License Agreement, BioAtla granted Context an exclusive, worldwide license to develop, manufacture and commercialize two licensed antibodies, including BA3362 (renamed by Context as CT-202), the Company’s Nectin-4 x CD3 T cell engaging (TCE) bispecific antibody (the “License”).

The Company also transferred know-how, including any necessary materials Context would need to perform research and development.

In exchange for the License, the Company is eligible to receive up to $ 133.5 million in aggregate payments, including an upfront cash payment and potential development, regulatory and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales of the products.

In connection with the execution of the Context License Agreement, the Company also entered into an agreement with Himalaya Therapeutics SECZ, a related party (See Note 8).

A single performance obligation was identified under the Context License Agreement comprised of BioAtla’s promise to transfer the License.

Context is responsible for developing BA3362 and for global regulatory filings and commercialization.

Context will bear all costs associated with the research, development, and commercialization of any products.

In accordance with Topic 606, the Company determined the transaction price of the agreement is limited to the up-front payment received, and excluded the variable consideration of development and sale milestone payments and royalties as they are fully constrained.

As part of the Company’s evaluation of the milestone constraints, the Company determined the achievement of such milestones are contingent upon success in future developments, regulatory approvals and commercial activities, which are not within its control and are uncertain at this stage.

Variable consideration related to royalties will be recognized when the related sales occur.

Further, the Company determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer.

Management determined that the transfer of the License did not meet any of the criteria for recognizing revenue over time, and therefore revenue was recognized at the point in time that the Context License Agrement was executed and the License was transferred to Context.

Additional revenue will be recognized for development milestone payments, the sales milestone payments, and the royalty payments if and when the constraints are resolved.

For the three and nine months ended September 30, 2024, the Company recognized $ 11.0 million of revenue related to the Context License Agreement, included in Collaboration and Other Revenue.

Related Party Transactions

1 unchanged sentence

Clinical Trial Services Agreement

In January 2024, the Company entered into an amended Clinical Trial Services Agreement with Himalaya Therapeutics SEZC (as so amended, the “Clinical Trial Services Agreement”).

Under the Clinical Trial Services Agreement, BioAtla will pay Himalaya Therapeutics SEZC for the full-time use of two of its personnel and provide services related to the initiation of clinical trials for evalstotug in China for a period of 12 months.

For the three and six months ended June 30, 2024 , the Company recognized $ 0.1 million and $ 0.3 million, respectively, in research and development expense related to the Clinical Trial Services Agreement, compar ed to $ 0 and $ 0.1 million for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024 , the Company had $ 0.1 million due to Himalaya Therapeutics SEZC, related to the Clinical Trial Services Agreement.

In January 2024, the Company entered into an amended Clinical Trial Services Agreement (as so amended, the “Clinical Trial Services Agreement”) with Himalaya Therapeutics SEZC (“Himalaya”).

Under the Clinical Trial Services Agreement, BioAtla will pay Himalaya for the full-time use of two of its personnel and provide services related to the initiation of clinical trials for evalstotug in China for a period of 12 months.

Global Transaction Agreement

In September 2024, the Company entered into a Global Transaction Agreement (the “Himalaya Agreement”) with Himalaya.

BioAtla and Himalaya had previously entered into an Amended and Restated Exclusive Rights Agreement (the “Amended Rights Agreement”) in January of 2020.

Pursuant to the Amended Rights Agreement, Himalaya controls rights to develop, manufacture and commercialize certain assets, including BA3362 which was licensed to Context (see Note 7), in certain territories as further specified in the Amended Rights Agreement.

Pursuant to the Himalaya Agreement, Himalaya consented to BioAtla’s execution and performance of the Agreement, and granted to BioAtla an exclusive, worldwide, sublicensable license for those impacted products and intellectual property.

Further, as set forth in the Amended Rights Agreement and further clarified in the Himalaya Agreement, BioAtla agreed to pay, subject to any applicable tax withholdings, to Himalaya (i) a mid-teens percentage of all upfront payments and development milestones received by BioAtla from Context under the Context License Agreement; and (ii) a specified percentage of any and all sales milestones and/or royalties based upon Net Sales (as defined in the Context License Agreement) in the People’s Republic of China and the Special Administrative Regions of Hong Kong, Macao and Taiwan that BioAtla receives from Context under the Context License Agreement.

The Company is the principal in the Context License Agreement and in the Himalaya Agreement, and will record revenues and expenses on a gross basis given that the Company had full discretion in setting consideration pricing in the Context License Agreement, the Company will be primarily responsible for providing the License, and Himalaya has no obligation to be a part of any of the fulfillment activities.

For the three and nine months ended September 30, 2024, the Company recognized $ 1.8 million and $ 2.0 million, respectively, in research and development expense related to the transactions with Himalaya, compared to $ 0 and $ 0.1 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, the Company had $ 1.8 million due to Himalaya.

The Company maintains a defined contribution 401(k) plan available to eligible employees.

3 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 1. Financial Statements