Black Diamond Therapeutics, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosure About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. 130 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data BLACK DIAMOND THERAPEUTICS, INC. Index to Consolidated Financial Statements Page No. Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 132 Consolidated Balance Sheets 134 Consolidated Statements of Operations and Comprehensive Income ( Loss ) 135 Consolidated Statements of Cash Flows 136 Consolidated Statements of Stockholders' Equity 137 131 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Black Diamond Therapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Black Diamond Therapeutics, Inc. and its subsidiary (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 132 Table of Contents Accrued Research and Development Costs Related to Contract Research Organization Activities As described in Notes 2 and 7 to the consolidated financial statements, research and development costs are expensed as incurred. As disclosed by management, these costs include expenses incurred under agreements with contract research organizations (CROs) that are primarily engaged in the oversight and conduct of the Company’s drug discovery efforts, preclinical studies, and clinical trials. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of the end of the reporting period. The accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. The Company recorded $7.9 million of accrued research and development costs as of December 31, 2025, a significant portion of which relates to accrued research and development costs related to CRO activities. The principal consideration for our determination that performing procedures relating to accrued research and development costs related to CRO activities is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s accrued research and development costs related to CRO activities. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. The procedures included, among others (i) evaluating the appropriateness of the method used by management to calculate the accrued research and development costs related to CRO activities; and (ii) testing the accrued research and development costs on a sample basis by obtaining and inspecting source documents, such as contracts, purchase orders, invoices and payments, and recalculating the accrued research and development costs. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 16, 2026 We have served as the Company’s auditor since 2019. 133 Table of Contents Black Diamond Therapeutics, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 20,990 $ 36,437 Investments 107,662 62,138 Prepaid expenses and other current assets 3,788 2,601 Total current assets 132,440 101,176 Property and equipment, net 365 1,387 Restricted cash 829 819 Right-of-use assets 9,303 19,009 Other non-current assets 73 249 Total assets $ 143,010 $ 122,640 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 579 $ 4,007 Accrued expenses and other current liabilities 15,152 16,566 Total current liabilities 15,731 20,573 Non-current operating lease liability 15,068 18,782 Total liabilities 30,799 39,355 Commitments and contingencies (Note 12) — — Stockholders' equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares and 10,000,000 shares authorized at December 31, 2025 and 2024, respectively; no shares issued or outstanding at December 31, 2025 and 2024 — — Common stock; $ 0.0001 par value; 500,000,000 shares authorized at December 31, 2025 and 500,000,000 shares authorized at December 31, 2024; 57,138,057 shares issued and outstanding at December 31, 2025 and 56,644,655 shares issued and outstanding at December 31, 2024 8 7 Additional paid-in capital 576,842 570,361 Accumulated other comprehensive income (loss) 101 24 Accumulated deficit ( 464,740 ) ( 487,107 ) Total stockholders' equity 112,211 83,285 Total liabilities and stockholders' equity $ 143,010 $ 122,640 The accompanying notes are an integral part of these consolidated financial statements. 134 Table of Contents Black Diamond Therapeutics, Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except share and per share data) Year Ended December 31, 2025 2024 License revenue $ 70,000 $ — Operating expenses: Research and development $ 33,558 $ 51,312 General and administrative 16,572 27,469 Impairment of right-of-use assets and property and equipment 7,348 — Total operating expenses 57,478 78,781 Income (loss) from operations 12,522 ( 78,781 ) Other income (expense): Interest income 4,061 2,182 Other income (expense) 5,784 6,923 Total other income (expense), net 9,845 9,105 Net income (loss) $ 22,367 $ ( 69,676 ) Net income (loss) per share - basic $ 0.39 $ ( 1.27 ) Net income (loss) per share - diluted $ 0.39 $ ( 1.27 ) Weighted average common shares outstanding - basic 56,868,111 55,028,371 Weighted average common shares outstanding - diluted 57,562,746 55,028,371 Comprehensive income (loss): Net income (loss) $ 22,367 $ ( 69,676 ) Other comprehensive (loss) income: Change in unrealized (loss) gain on investments, net 77 51 Comprehensive income (loss) $ 22,444 $ ( 69,625 ) The accompanying notes are an integral part of these consolidated financial statements. 135 Table of Contents Black Diamond Therapeutics, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 22,367 $ ( 69,676 ) Adjustment to reconcile net income (loss) to net cash used in operating activities: Stock-based compensation expense 6,628 10,627 Depreciation expense 325 343 (Accretion) amortization on investments ( 1,279 ) ( 3,782 ) Non-cash rent expense 3,054 2,971 Gain on sale of investments ( 74 ) — Impairment of right-of-use assets and property and equipment 7,348 — Gain on sale of property and equipment ( 27 ) ( 94 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 349 ) 33 Other non-current assets 176 ( 249 ) Accounts payable ( 3,428 ) 1,683 Accrued expenses and other current liabilities ( 1,414 ) ( 756 ) Non-current operating lease liability ( 3,713 ) ( 3,403 ) Net cash provided by (used in) operating activities 29,614 ( 62,303 ) Cash flows from investing activities: Proceeds from disposal of equipment 27 94 Proceeds from sales and maturities of investments 119,094 139,750 Purchases of investments ( 164,026 ) ( 122,876 ) Net cash provided by (used in) investing activities ( 44,905 ) 16,968 Cash flows from financing activities: Proceeds from exercise of common stock options and ESPP, net of restricted stock surrendered for taxes ( 146 ) 1,053 Proceeds from issuance of common stock, net of issuance costs — 24,494 Net cash provided by (used in) financing activities ( 146 ) 25,547 Net (decrease) increase in cash and cash equivalents ( 15,437 ) ( 19,788 ) Cash, cash equivalents and restricted cash, beginning of year 37,256 57,044 Cash, cash equivalents and restricted cash, end of year $ 21,819 $ 37,256 Cash and cash equivalents, end of year $ 20,990 $ 36,437 Restricted cash, end of year 829 819 Cash, cash equivalents and restricted cash, end of year $ 21,819 $ 37,256 The accompanying notes are an integral part of these consolidated financial statements. 136 Table of Contents Black Diamond Therapeutics, Inc. Consolidated Statements of Stockholders' Equity (in thousands, except share data) Common stock Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders’ equity Shares Par Value BALANCE - December 31, 2023 51,645,557 $ 7 $ 534,187 $ ( 27 ) $ ( 417,431 ) $ 116,736 Issuance of common stock 4,490,853 — 24,494 — — 24,494 Exercise of common stock options 341,983 — 798 — — 798 Vesting of restricted stock units 19,449 — — — — — Surrender of shares for taxes ( 4,696 ) — ( 25 ) — — ( 25 ) Issuance of common stock related to ESPP 114,102 — 280 — — 280 Stock-based compensation 37,407 — 10,627 — — 10,627 Unrealized gains (loss) on investments — — — 51 — 51 Net loss — — — — ( 69,676 ) ( 69,676 ) BALANCE - December 31, 2024 56,644,655 $ 7 $ 570,361 $ 24 $ ( 487,107 ) $ 83,285 Exercise of common stock options 85,274 1 208 — — 209 Vesting of restricted stock units 490,000 — — — — — Surrender of shares for taxes ( 150,810 ) — ( 400 ) — — ( 400 ) Issuance of common stock related to ESPP 24,741 — 45 — — 45 Stock-based compensation 44,197 — 6,628 — — 6,628 Unrealized gains (loss) on investments — — — 77 — 77 Net income — — — — 22,367 22,367 BALANCE - December 31, 2025 57,138,057 $ 8 $ 576,842 $ 101 $ ( 464,740 ) $ 112,211 The accompanying notes are an integral part of these consolidated financial statements. 137 Table of Contents Black Diamond Therapeutics, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except share and per share amounts) 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Black Diamond Therapeutics, Inc. (the Company) is a clinical-stage oncology company developing MasterKey therapies that target families of oncogenic mutations in patients with cancer. The Company was originally organized as a limited liability company in December 2014 under the name ASET Therapeutics LLC. In September 2016, the Company was converted to a corporation under the laws of the State of Delaware under the name ASET Therapeutics, Inc. The Company changed its name to Black Diamond Therapeutics, Inc. in January 2018. Since its inception, the Company has devoted substantially all of its efforts to raising capital, obtaining financing and incurring research and development costs related to the development and advancement of its product candidates identified by its Mutation-Allostery-Pharmacology (MAP) drug discovery engine. The Company is subject to risks and uncertainties common to clinical-stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On March 18, 2025, the Company entered into a global licensing agreement (the Servier Agreement) with Servier Pharmaceuticals LLC (Servier) for BDTX-4933, a small molecule designed by the Company to address unmet medical needs in RAF/RAS-mutant solid tumors, pursuant to which the Company granted to Servier a worldwide license to develop and commercialize BDTX-4933. Under the terms of the Servier Agreement, Servier will lead the development activities and the worldwide commercialization of BDTX-4933 across multiple indications, including non-small cell lung cancer (NSCLC), with potential applications in other solid tumors. Under the Servier Agreement, the Company received an upfront payment of $ 70.0 million in March 2025 and will be eligible to receive up to $ 710.0 million in development and commercial sales milestone payments, along with tiered royalties based on global net sales. The Servier Agreement is discussed in greater detail in Note 15, License Revenue . On November 14, 2022, the Company filed a shelf registration statement on Form S-3, including a base prospectus and sales agreement prospectus (the Prior Shelf Registration Statement), with the SEC, which covered the offering, issuance and sale of the Company’s common stock, preferred stock, debt securities, warrants and/or units of any combination thereof up to a maximum price of $ 500.0 million. The Company simultaneously entered into an Open Market Sale Agreement SM (the Sales Agreement) with Jefferies LLC (Jefferies), as sales agent, to provide for the issuance and sale by the Company of up to $ 150.0 million of its common stock, or the Shares, from time to time through Jefferies as its sales agent (the ATM Program). The Prior Shelf Registration Statement became effective on November 22, 2022. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but the Company has no obligation to sell any Shares under the Sales Agreement. The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions. 138 Table of Contents On November 14, 2022, the Company entered into an Open Market Sale Agreement SM (the Sales Agreement) with Jefferies LLC (Jefferies), as sales agent, to provide for the issuance and sale by the Company of up to $ 150.0 million of its common stock, or the Shares, from time to time through Jefferies as its sales agent (the ATM Program). Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but the Company has no obligation to sell any Shares under the Sales Agreement. The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party and subject to other conditions As of December 31, 2025, the Company sold 4,490,853 shares of its common stock pursuant to the ATM Program, resulting in gross proceeds to the Company of approximately $ 25.0 million ($ 24.5 million net of offering costs). The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. Historically, the Company has funded its operations primarily with proceeds from the sale of common stock and preferred stock. The Company has had recurring losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $ 464.7 million as of December 31, 2025. The Company expects to continue to generate operating losses for the foreseeable future. As of March 16, 2026, the issuance date of the consolidated financial statements, the Company expects that its cash, cash equivalents and investments will be sufficient to fund its currently planned operations for at least the next 12 months from the filing date of these audited consolidated financial statements. The Company will seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, or reduce headcount and general and administrative costs, which could adversely affect its business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiary, Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. Use of estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. 139 Table of Contents The Company continues to monitor the impact of macroeconomic developments and geopolitical developments, including political unrest, new or increased international tariffs and retaliatory tariffs, economic sanctions, high inflation, disruptions in capital markets, changes in or disruptions of U.S. governmental agencies whether from a continued U.S. federal government shutdown or reduced resources, new laws and regulations or amendments to existing laws and regulations in the U.S. and foreign countries, international trade relationships and military conflicts, on all aspects of its business, and has considered the impact of these factors on estimates within its financial statements. The extent to which future developments may impact the Company’s business, results of operations or financial condition are uncertain and cannot be predicted with confidence and there may be changes to estimates in future periods. As of the date of issuance of these consolidated financial statements, the Company has not experienced material business disruptions or incurred impairment losses in the carrying value of its assets as a result of these factors and is not aware of any specific related event or circumstance that would require it to update its estimates. Subsequent events The Company considers events or transactions that occur after the balance sheet date but before the final financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Cash and cash equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents. At December 31, 2025 and 2024, cash and cash equivalents includes cash on deposit at commercial banks and a money market fund that invests in U.S. Government securities. Investments Investments consist of marketable securities with original maturities greater than 90 days. The Company has classified its investments with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable securities to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Unrealized gains and losses are reported as the accumulated other comprehensive items in stockholders’ equity. Amortization and accretion of premiums and discounts are recorded in other income (expense). Realized gains or losses on debt securities are included in interest income or interest expense, respectively. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is other than temporary and, if so, marks the investment to market on the Company’s consolidated statements of operations and comprehensive loss. Equity method investment The Company utilizes the equity method to account for an investment when it possesses the ability to exercise significant influence, but not control, over the operating and financial decisions of the investee. Generally, the ability to exercise significant influence is presumed when the investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is not present. The Company applies the equity method to an investment in common stock of a nonconsolidated entity. 140 Table of Contents In applying the equity method, the Company’s investment was initially recorded at fair value on the consolidated balance sheet. The Company contributed IPR&D in exchange for its investment, so it also recognized a gain on sale of IPR&D in the consolidated statements of operations and comprehensive loss on the transaction date. The Company subsequently adjusted the carrying amount of the investment by the Company’s proportionate share of the net losses of the investee based on the Company’s percentage of common stock ownership during the reporting period. The Company recorded its share of the losses of the investee as losses from investment in equity method investee in the consolidated statements of operations and comprehensive loss. The Company then evaluated whether there was a basis difference between the carrying value and fair value of the Company’s proportionate share of the investee’s underlying net assets. The investee was not deemed a business as defined in ASC 805 – Business Combinations, so the Company immediately expensed the basis difference to the extent it related to IPR&D. The Company is not obligated to make additional capital contributions for its equity method investment and does not have guaranteed obligations or additional financial support requirements to the investee. Therefore, it only recorded losses up to the amount of its total investment. The Company’s share of losses of the equity method investee on a cumulative basis exceeded its total investment amount, so the Company discontinued equity method loss recognition. The Company will resume recording its share of losses in future periods if the investee subsequently reports net income and the Company’s share of the earnings of the equity method investee equals the Company’s share of losses not recognized during the suspended period. Equity method investments are reviewed for indicators of other-than-temporary impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other-than-temporary. The Company presents income/losses from equity investments and any impairment related to equity method investments as losses from investments in equity method investees on the consolidated statements of operations and comprehensive loss. The carrying value of the Company’s equity method investment was zero as of December 31, 2025, therefore, an impairment assessment is not required. See Note 6 to our consolidated audited financial statements for additional information on the Company’s equity method investment. Restricted cash In connection with its operating lease commitments, the Company maintains certain balances for security deposits that are classified as restricted cash on the consolidated balance sheets. As of December 31, 2025 and 2024, the Company had $ 829 and $ 819 , respectively, of restricted cash, which has been classified as a non-current asset on the consolidated balance sheet. Concentrations of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains accounts for all cash and cash equivalents at accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Furniture and fixtures 5 years Leasehold improvements Shorter of the useful life or remaining lease term 141 Table of Contents When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the consolidated statements of operations and comprehensive loss in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of long-lived assets Long-lived assets consist of property and equipment and right-of-use assets associated with operating leases. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company recorded impairment losses of $ 7,348 on long-lived assets for the year ended December 31, 2025. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities. • Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: • quoted prices for similar assets and liabilities in active markets • quoted prices for identical or similar assets or liabilities in markets that are not active • observable inputs other than quoted prices that are used in the valuation of the asset or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) • inputs that are derived principally from or corroborated by observable market data by correlation or other means • Level 3 — Unobservable inputs for the assets or liabilities (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The carrying values of the Company’s prepaid expenses and other current assets, and accounts payable and accrued expenses, approximate their fair values due to the short-term nature of these assets and liabilities. 142 Table of Contents Segment information The Company manages its operations as a single operating segment and single reportable segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is the development of selective medicines for patients with genetically defined cancers driven by oncogenes activated by allosteric mutations. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct preclinical and clinical development activities. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered. Research contract costs and accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of the end of the reporting period. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications to operations are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Stock-based compensation The Company measures all stock-based awards granted to employees, non-employees and directors based on the fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock units with only service-based vesting conditions and records the expense for these awards using the straight-line method. For stock options or restricted stock units issued with performance-based vesting conditions, the stock compensation expense related to these awards is recognized based on the grant date fair value when achievement of the performance condition is deemed probable. The Company would apply the graded-vesting method to all stock-based awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions. Forfeitures are accounted for as they occur. 143 Table of Contents The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option-pricing model. The Company estimates its expected common stock volatility based on its historical common stock volatility for the same time period. The Company uses the simplified method prescribed by Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term of options granted to employees, non-employees and directors. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers , (ASC 606). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company enters into licensing agreements with partners under which it may exclusively license rights to research, develop, manufacture, and commercialize product candidates to third parties. The terms of these arrangements may include payment to the Company of one or more of the following: (1) non-refundable, upfront fees; (2) reimbursement of certain costs; (3) customer option fees for additional goods or services; (4) milestone payments; and (5) royalties on net sales of licensed products. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use its judgment to determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above; (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and (d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company also uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Amounts due to the Company for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the applicable agreement are recorded as a receivable in the Company’s consolidated balance sheet. 144 Table of Contents Milestone payments The Company measures the transaction price based on the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer. At the inception of an arrangement that includes milestone payments, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount of variable consideration to be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to arrangements that include payments for a development or regulatory milestone, the Company evaluates whether the associated event is considered likely of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company’s control or the control of the counterparty, such as those dependent upon receipt of regulatory approval, are not considered to be likely of achievement until the triggering event occurs. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net income (loss) in the period of adjustment. See Note 15 to our consolidated financial statements for additional information on the Company’s license revenue. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. 145 Table of Contents In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 became effective for the annual period starting on January 1, 2025. The adoption of ASU 2023-09, on a prospective basis, resulted in expansion of our income tax footnote disclosures in Note 9, Income Taxes , including a more detailed effective tax rate reconciliation. On July 4, 2025, the One Big Beautiful Bill Act (OBBB Act) was enacted in the United States. The OBBB Act includes significant changes to federal tax law and other regulatory provisions that may impact the Company. The Company evaluated the impact of the enacted tax law and noted there is an immaterial impact on our income tax rate. Comprehensive income (loss) Comprehensive income (loss) is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on investments. Net income (loss) per share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated, and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purposes of this calculation, outstanding options, unvested restricted common stock and shares issuable under the employee stock purchase plan are considered potentially dilutive common stock and are excluded from the computation of net income (loss) per share when their effect is anti-dilutive. The Company reported a net income and a net loss attributable to common stockholders for the years ended December 31, 2025 and 2024, respectively. Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation, when determinable, and are recognized in the Company’s operating lease assets in the Company’s consolidated balance sheets. 146 Table of Contents The Company’s operating leases are reflected in the right-of-use operating asset; operating lease liability, current portion; and non-current operating lease liability in the Company’s consolidated balance sheets. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of 12 months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Variable lease payments are the amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities costs for facility leases and maintenance. Variable lease payments are expensed when incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Recently adopted accounting pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The standard is effective for annual and interim periods beginning after December 15, 2024. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company adopted ASU 2023-09 for its annual reporting period ending on December 31, 2025 and applied the amendments prospectively. See Note 9 for the required disclosures. Recently issued accounting pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to enhance transparency into the nature and function of expenses. The amendments require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and depletion. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company will evaluate the impact of the guidance on its financial statements in advance of the adoption date. 147 Table of Contents 3. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair value measurements at December 31, 2025 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 19,906 $ — $ — $ 19,906 Investments: Commercial paper — 14,885 — 14,885 Corporate bonds — 78,745 — 78,745 U.S. Government agencies — 14,032 — 14,032 Total $ 19,906 $ 107,662 $ — $ 127,568 Fair value measurements at December 31, 2024 using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 35,345 $ — $ — $ 35,345 Investments: Commercial paper — 34,914 — 34,914 Corporate bonds — 27,224 — 27,224 Total $ 35,345 $ 62,138 $ — $ 97,483 When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. There were no transfers in or out of Level 3 categories in the periods presented. 148 Table of Contents 4. INVESTMENTS As of December 31, 2025, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 14,878 $ 8 $ ( 1 ) $ 14,885 Corporate bonds 78,652 110 ( 17 ) 78,745 U.S. Government agencies 14,031 6 ( 5 ) 14,032 Total $ 107,561 $ 124 $ ( 23 ) $ 107,662 As of December 31, 2024, investments were comprised of the following: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 34,900 $ 19 $ ( 5 ) $ 34,914 Corporate bonds 27,214 24 ( 14 ) 27,224 Total $ 62,114 $ 43 $ ( 19 ) $ 62,138 As of December 31, 2025, all marketable securities held by the Company had remaining contractual maturities of three years or less. As of December 31, 2024, all marketable securities held by the Company had remaining contractual maturities of one year or less. As of December 31, 2025 and 2024, the Company reviewed its investment portfolio to assess the unrealized losses on its available-for-sale investments. In assessing the value of these securities, the Company evaluated whether it intended to sell the security and whether it was more likely than not that the Company would be required to sell the security before recovering its amortized cost basis. The Company also determined no portion of the unrealized losses relate to a credit loss. There have been no impairments of the Company’s assets measured and carried at fair value during the years ended December 31, 2025 and 2024. 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: December 31, 2025 2024 Furniture and fixtures $ — $ 17 Leasehold improvements 1,593 2,512 Property and equipment 1,593 2,529 Less: accumulated depreciation ( 1,228 ) ( 1,142 ) Total Property and Equipment, net $ 365 $ 1,387 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 325 and $ 343 , respectively. 149 Table of Contents 6. EQUITY METHOD INVESTMENT In December 2022, the Company received 9,000,000 shares of common stock in a newly formed antibody-focused precision oncology company, Revelio Therapeutics, Inc. (Revelio) (formerly known as Launchpad Therapeutics, Inc.), in exchange for contributing early discovery-stage antibody programs and granting Revelio a license to use its MAP drug discovery engine to discover, develop and commercialize large molecule therapeutics. As of December 31, 2025 and 2024, the Company had a voting interest in Revelio of 15.1 % and 20.8 %, respectively, and one seat on Revelio’s Board of Directors, which provide the Company with significant influence over Revelio. Other investors in Revelio include Versant Ventures and New Enterprise Associates (NEA), who are shareholders of the Company. The Company accounted for the transaction under the equity method. As of the year ended December 31, 2025 and 2024, the carrying value of the investment in Revelio was zero . Since the Company has no obligation to provide financing support to Revelio, the Company is not required to record further losses exceeding the carrying value of the investment. The Company also determined that its investment in Revelio is not material or significant to its operations or financial position. 7. ACCRUED EXPENSES Accrued expenses and other current liabilities consisted of the following: December 31, 2025 2024 Accrued research and development costs $ 7,951 $ 8,226 Payroll and related expenses 2,923 4,373 Professional and consulting fees 565 563 Current portion of operating lease liability 3,713 3,404 Total accrued expenses and other current liabilities $ 15,152 $ 16,566 8. STOCK-BASED COMPENSATION 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the 2020 Plan) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020 and became effective on the date immediately prior to the date on which the registration statement for the Company’s initial public offering (IPO) was declared effective. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares initially reserved for issuance under the 2020 Plan was 6,665,891 , which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 4 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2025, 5,974,583 shares remained available for issuance under the 2020 Plan. The number of authorized shares reserved for issuance under the 2020 Plan was increased by 2,285,522 shares effective as of January 1, 2026. 150 Table of Contents 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the 2020 ESPP) was approved by the Company’s board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020, and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. A total of 326,364 shares of common stock were initially reserved for issuance under this plan, which was cumulatively increased on January 1, 2021 and each January 1 thereafter by 1 % of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. As of December 31, 2025, 1,690,512 shares remained available for issuance under the 2020 ESPP. The number of authorized shares reserved for issuance under the 2020 ESPP was increased by 326,364 shares effective as of January 1, 2026. Option valuation The assumptions that the Company used to determine the grant-date fair value of options granted were as follows, presented on a weighted-average basis: December 31, 2025 2024 Risk-free interest rate 4.29 % 4.23 % Expected term (in years) 6.0 5.9 Expected volatility 97.2 % 83.2 % Expected dividend yield 0 % 0 % Options The following table summarizes the stock option activity under the Company’s equity awards plans: Options Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Intrinsic Value (in thousands) Outstanding December 31, 2024 9,434,742 $ 7.48 6.6 $ 313 Granted 1,976,600 $ 2.51 Exercised ( 85,274 ) $ 2.45 Cancelled or forfeited ( 862,122 ) $ 9.73 Expired ( 814,141 ) $ 13.19 Outstanding December 31, 2025 9,649,805 $ 5.83 7.1 $ 498 Options vested or expected to vest at December 31, 2025 9,649,805 $ 5.83 7.1 $ 498 Options exercisable at December 31, 2025 5,750,898 $ 7.56 6.2 $ 379 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2025 and 2024 was $ 2.00 and $ 3.45 , respectively. The total fair value of options vested during the years ended December 31, 2025 and 2024 was $ 6,130 and $ 6,409 , respectively. 151 Table of Contents Restricted stock Under terms of the restricted stock agreements covering the common stock, shares of restricted common stock are subject to a vesting schedule. The majority of restricted stock vests over a two-year period during which time all unvested stock will immediately be forfeited to the Company if the relationship between the recipient and the Company ceases. Subject to the continued employment (or other engagement of the recipient by the Company as described in the restricted stock agreements), all shares of restricted common stock become fully vested within two years of the vesting commencement date. The following table summarizes restricted stock activity: Number of shares Weighted average grant date fair value Unvested restricted common stock as of December 31, 2024 540,000 $ 3.66 Granted 450,000 $ 2.52 Vested ( 490,000 ) $ 3.66 Cancelled or forfeited ( 50,000 ) $ 3.66 Unvested restricted common stock as of December 31, 2025 450,000 $ 2.52 The aggregate fair value of restricted stock that vested during the years ended December 31, 2025 and 2024 was $ 1,793 and $ 48 , respectively. Stock-based compensation expense The Company recorded stock-based compensation expense in the following award type categories included within its consolidated statements of operations and comprehensive loss: December 31, 2025 2024 Stock options $ 4,614 $ 9,940 Restricted stock units 1,900 432 Employee Stock Purchase Plan and Other 114 255 $ 6,628 $ 10,627 For the years ended December 31, 2025 and 2024, the Company issued 44,197 and 37,407 shares, respectively, of common stock out of the 2020 Plan under the Company’s policy where non-employee directors may elect to receive their compensation in the form of common stock in lieu of cash. The Company recorded stock-based compensation expense related to stock options and restricted stock units in the following expense categories of its consolidated statements of operations and comprehensive loss: December 31, 2025 2024 Research and development $ 3,009 $ 2,583 General and administrative 3,619 8,044 $ 6,628 $ 10,627 As of December 31, 2025, total unrecognized compensation cost related to the unvested stock options was $ 8,145 , which is expected to be recognized over a weighted average period of 2.1 years. 152 Table of Contents As of December 31, 2025, total unrecognized compensation cost related to the unvested restricted stock units was $ 612 , which is expected to be recognized over a weighted average period of 1.1 years. Employee stock purchase plan The 2020 ESPP enables eligible employees to purchase shares of the Company's common stock at the end of each six-month offering period at a price equal to 85 % of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Eligible employees generally includes all employees. Offering periods begin on the first trading day of January and July of each year and end on the last trading day in June and December of each year. Share purchases are funded through payroll deductions of up to 10 % of an employee’s eligible compensation for each payroll period, up to $ 25 each calendar year. For the years ended December 31, 2025 and 2024, there were 24,741 and 114,102 shares, respectively, issued under the 2020 ESPP. 9. INCOME TAXES Income (loss) before income tax expense consists of the following: December 31, 2025 2024 Domestic $ 22,365 $ ( 69,676 ) Foreign — — Total income (loss) before income taxes $ 22,365 $ ( 69,676 ) For the years ended December 31, 2025 and 2024, the Company recorded no income tax benefit for the net operating income (losses) incurred each year, due to its uncertainty of realizing a benefit from those items. The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows: December 31, 2025 Amount Percentage U.S. federal taxes at statutory rate $ 4,753 21.0 % State Income taxes, net of federal benefit* — 0.0 % Tax Credits Federal R&D Tax credits ( 1,266 ) ( 5.6 ) % Changes in valuation allowances ( 5,566 ) ( 24.6 ) % Nontaxable or nondeductible expenses Stock Compensation 2,066 9.2 % Other 9 0.0 % Other Adjustments 4 0.0 % Total $ — 0.0 % (*) State taxes in Massachusetts make up the majority (greater than 50 percent) of the tax effect in this category, offset with a valuation allowance. 153 Table of Contents The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes for years prior to our adoption of ASU 2023-09 is as follows: December 31, 2024 U.S. federal statutory income tax rate 21.0 % State and local taxes, net of federal benefit 0.4 % Permanent differences 0.0 % Stock compensation ( 0.9 ) % Research and development credits 3.7 % Change in valuation allowance ( 24.2 ) % Other 0.0 % Effective income tax rate 0.0 % The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: Year ended December 31, 2025 2024 Deferred tax assets (liabilities): Net operating loss carryforwards $ 81,359 $ 78,879 Research and development tax credits 14,611 13,123 Capitalized R&D 17,500 26,181 Operating lease liabilities 5,152 5,498 Accruals and other 744 826 Net fixed assets 39 — Stock-based compensation 7,285 7,723 Total deferred tax assets 126,690 132,230 Valuation Allowance ( 124,223 ) ( 127,585 ) Subtotal 2,467 4,645 Right-of-use assets ( 2,467 ) ( 4,641 ) Net fixed assets — ( 4 ) Net deferred tax assets $ — $ — As of December 31, 2025, the Company had gross federal net operating loss carryforwards of $ 321,624 , of which $ 2,556 begin to expire in 2036 and the remainder do not expire but are subject to 80% limitation. As of December 31, 2025, the Company had state net operating loss carryforwards of $ 220,719 that begin to expire in 2036. Additionally, the Company had federal research and development tax credit carryforwards of $ 13,216 that expire at various dates through 2045 and state research and development credit carryforwards of $ 1,765 that expire at various dates through 2040. In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Management believes that it is more likely than not that the Company’s deferred income tax assets will not be realized. As such, there is a full valuation allowance against the net deferred tax assets as of December 31, 2025 and 2024. The valuation allowance decreased by $ 3,362 during the year ended December 31, 2025 primarily as a result of amortization of previously capitalized R&D expenses partially offset by current year net operating loss and federal research and development tax credits. 154 Table of Contents Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% (by value) over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company also has not conducted a study of its research and development credit carryforwards, which may result in an adjustment to research and development credit carryforwards. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheets or statements of operations if an adjustment were required. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. The Company applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to taxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s statute of limitations for assessment by the Internal Revenue Service remains open for all years from 2022 to the present. The Company’s tax attributes related to years prior to 2022 can still be adjusted under audit. 155 Table of Contents 10. NET INCOME (LOSS) PER SHARE Net income (loss) per share We compute basic net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding. We compute diluted net income (loss) per common share by dividing net income (loss) by the weighted-average number of common shares and dilutive potential common share equivalents then outstanding during the period. Potential common shares consist of shares issuable upon the vesting of restricted stock units and the exercise of stock options (the proceeds of which are then assumed to have been used to repurchase outstanding shares using the treasury stock method). Because the inclusion of potential common shares would be anti-dilutive for periods presenting a net loss, diluted net loss per common share is the same as basic net loss per common share. The following table summarizes the computation of basic and diluted net income (loss) per share attributable to common shareholders of the Company (in thousands, except share and per share amounts): December 31 2025 2024 Net income (loss) attributable to common stockholders $ 22,367 $ ( 69,676 ) Weighted average common shares outstanding - basic 56,868,111 55,028,371 Effect of dilutive securities: Options to purchase common stock 244,635 — Restricted stock units 450,000 — Weighted average common shares outstanding - diluted 57,562,746 55,028,371 Net income (loss) per share - basic $ 0.39 $ ( 1.27 ) Net income (loss) per share - diluted $ 0.39 $ ( 1.27 ) The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2025 2024 Options to purchase common stock 9,405,170 9,434,742 Unvested restricted stock — 540,000 Shares issuable under employee stock purchase plan — 27,518 Warrants to purchase shares of common stock 10,757 10,757 9,415,927 10,013,017 11. LEASES The Company has historically entered into lease arrangements for its facilities. As of December 31, 2025, the Company had two operating leases with required future minimum payments. In applying the transition guidance under ASC 842, the Company determined the classification of these leases to be operating leases and recorded right-of-use assets and lease liabilities as of the effective dates. The Company’s leases generally do not include termination or purchase options. 156 Table of Contents Operating Leases In July 2020, the Company entered into a seven-year agreement with an option to extend for five additional years to lease two floors totaling approximately 25,578 square feet of office space for its principal office, which is located in Cambridge, MA. The lease on the first floor commenced on August 1, 2020 and the lease on the second floor commenced March 9, 2021. The Company recognized the respective lease balances on the consolidated balance sheets when the lease of each floor commenced. Under the terms of the lease, the Company was required to issue a $ 1,168 letter of credit as security for the lease, which was reduced to $ 779 in August 2023 pursuant to the terms of the lease agreement. On December 12, 2022, the Company entered into a sublease for one floor of its Cambridge, Massachusetts office space. The sublease terminates on August 31, 2028, which is also the date on which the Company's lease terminates. Further, on December 5, 2025, the Company entered into a sublease for the remaining floor of its Cambridge, Massachusetts office space. The sublease terminates on August 31, 2028, which is also the date on which the Company's lease terminates. Sublease income is recognized on a straight-line basis over the term of the sublease agreement. The Company was not relieved of its primary obligation under the Cambridge office lease as a result of the subleases. There was no impairment recognized as a result of the sublease executed in December 2022. As part of the Company’s evaluation of the December 2025 sublease, it was determined that the estimated undiscounted sublease income exceeded the net book value of the related long-term assets, which includes right-of-use assets and property and equipment associated with the subleased space. Accordingly, the Company recorded an impairment charge of $ 2,025 related to the right-of-use asset and an impairment charge of $ 580 related to the associated property and equipment. In December 2020, the Company entered into an eleven-year agreement to lease approximately 18,120 square feet of office and laboratory space in New York, NY. The Company has an option to extend the lease for five additional years. The lease commenced August 26, 2021 and the related lease balance was recognized on the consolidated balance sheet. Additionally, on June 19, 2024, the Company entered into a sublease for its office and laboratory space in New York, NY. The sublease terminates on June 30, 2026, with the option to extend to June 30, 2027. Sublease income is recognized on a straight-line basis over the term of the sublease agreement. The Company was not relieved of its primary obligation under the New York lease as a result of the sublease. In December 2025, the subtenant did not exercise its option to the sublease, accordingly it will terminate on June 30, 2026. As part of the Company’s evaluation of the termination of the sublease, it was determined that the undiscounted cash flows projected from an anticipated future sublease exceeded the net book value of the related long-term assets, which includes right-of-use assets and property and equipment associated with the subleased space. Accordingly, the Company recorded an impairment charge of $ 4,626 related to the right-of-use asset and an impairment charge of $ 117 related to the associated property and equipment. 157 Table of Contents The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the years ended December 31, 2025 and 2024: December 31, 2025 2024 Lease Cost Operating lease cost $ 4,129 $ 4,217 Short-term lease cost — 60 Variable lease cost 1,006 915 Sublease income ( 4,053 ) ( 3,052 ) Total lease cost $ 1,082 $ 2,140 December 31, Other Operating Lease Information 2025 2024 Cash paid for amounts included in the measurement of lease liability $ 4,477 $ 4,359 Weighted-average remaining lease term 5.2 6.0 Weighted-average discount rate 5.3 % 5.3 % The variable lease costs for the year ended December 31, 2025 include common area maintenance and other operating charges. As the Company’s leases do not provide an implicit rate, the Company utilized its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Future minimum lease payments under the Company’s operating leases as of December 31, 2025 were as follows: 2026 $ 4,599 2027 4,724 2028 3,926 2029 2,183 2030 2,249 Thereafter 3,891 Total lease payments 21,572 Less: interest ( 2,791 ) Total lease liability $ 18,781 Rent expense for the years ended December 31, 2025 and 2024 was $ 5,279 and $ 5,275 , respectively. 12. COMMITMENTS AND CONTINGENCIES The Company enters into contracts in the normal course of business with contract research organizations (CROs), contract manufacturing organizations (CMOs) and other third parties for preclinical research studies, clinical trials and testing and manufacturing services. These contracts do not contain minimum purchase commitments and are cancelable upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of service providers, up to the date of cancellation. License Agreements The Company is party to license agreements, which include contingent payments. These payments will become payable if and when certain development, regulatory and commercial milestones are achieved. As of December 31, 2025, the satisfaction and timing of the contingent payments is uncertain and not reasonably estimable. 158 Table of Contents Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025 or 2024. Legal proceedings The Company is not currently party to and is not aware of any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. 13. BENEFIT PLANS The Company has a tax-qualified 401(k) and Profit Sharing defined contribution plan (the 401(k) Plan). Under the 401(k) Plan, the Company provides an employer safe harbor matching contribution equal to 100 % of a participant’s eligible contributions of up to 6 % of eligible compensation, subject to limits established by the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). All matching contributions are fully vested when made. During the years ended December 31, 2025 and 2024, the Company contributed $ 320 and $ 783 , respectively, to the 401(k) Plan. 14. SEGMENT REPORTING Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company operates as a single reporting segment, focused on the development of MasterKey therapies that target families of oncogenic mutations in patients with cancer. The Company’s measure of segment profit or loss is net income (loss). The CODM is the chief executive officer (CEO). The CODM manages and allocates resources to the operations of the Company on a total company basis. Managing and allocating resources on a consolidated basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions and development projects that are in line with the Company’s strategic goals. Consistent with this decision-making process, the CEO uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets. Segment net income (loss) is used to monitor budget versus actual results and in assessing performance of the segment. 159 Table of Contents The following table is a reconciliation of the significant expense categories to segment net income (loss) regularly provided to the CODM when managing the Company’s single reporting segment: Year Ended December 31, 2025 2024 (in thousands) License revenue $ 70,000 $ — Program expenses: Silevertinib (NSCLC) research and development expenses $ 17,469 $ 24,378 Silevertinib (GBM) research and development expenses 138 — BDTX-4933 research and development expenses 1,018 4,613 Other research programs and development expenses 1 1,500 2,515 Non-program expenses 2 12,035 14,670 Personnel-related expenses 11,015 21,978 Other segment items 3 4,458 1,522 Segment net income (loss) $ 22,367 $ ( 69,676 ) ( 1) Includes cross-program consulting expenses; (2) Includes facilities, information technology, legal, intellectual property, and other general and administrative expense; (3) Includes stock-based compensation expense, depreciation, sublease income, investment accretion, interest income, impairment gain/loss, and other (income) expense. 15. LICENSE REVENUE In March 2025, the Company entered into a license agreement with Servier (the Servier Agreement). Pursuant to the Servier Agreement, the Company granted to Servier a worldwide license to develop and commercialize BDTX-4933. Under the terms of the Servier Agreement, Servier will lead the development activities and the worldwide commercialization of BDTX-4933 across multiple indications, including NSCLC, with potential applications in other solid tumors. Under the Servier Agreement, the Company received an upfront payment of $ 70,000 in March 2025 and will be eligible to receive up to $ 710,000 in development and commercial sales milestone payments, along with tiered royalties based on global net sales. These milestone and royalty payments will become payable to the Company if and when the development and commercial sales milestones are achieved and commercial sales of the licensed product are made. Unless earlier terminated, the term of the Servier Agreement continues until expiration of the last royalty term for the applicable product in the applicable country. The Servier Agreement is subject to customary termination provisions, including termination by a party for the other party’s uncured, material breach. The Servier Agreement also includes customary representations and warranties, covenants and indemnification obligations. The Company assessed the Servier Agreement in accordance with ASC 606 and concluded that the contract counterparty, Servier, is a customer. In accordance with ASC 606, the Company determined that there is one performance obligation in the Servier Agreement, consisting of the license of the functional IP rights to BDTX-4933 granted to Servier. The transaction price was comprised of the fixed consideration of $ 70,000 and was recognized upon transfer of control of the license at a point in time upon contract execution. The arrangement includes significant variable consideration primarily in the form of development and commercial sales milestone payments and royalty fees. The development milestone fees are fully constrained at the inception of the contract. The estimate of variable consideration and the judgments related to the constraints for the development milestones are reassessed each reporting period under the most likely amount method. As of and for the year ended December 31, 2025, the Company determined the events underlying the milestones were not probable, therefore the variable consideration was fully constrained and no adjustments to the estimates have been made. 160 Table of Contents The commercial sales milestones and royalty fees are considered variable consideration and will be recognized as revenue as such sales occur. The commercial sales milestones and royalty fees qualify for the sales and usage-based royalty exception because the license of the functional IP rights to BDTX-4933 is the predominant element of the Servier Agreement and therefore does not require an estimate of the future transaction price. During the year ended December 31, 2025, the Company recorded $ 70,000 in license revenue pursuant to the Servier Agreement and none in the year ended December 31, 2024. We anticipate that our net operating losses will cover our annual 2025 tax expense associated with this revenue. * * * * * * Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.