What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-07 · 138 added, 80 removed, 375 unchanged (37% of the section changed)

3 unchanged sentences

(In Thousands, Except Per Share Amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

25 unchanged sentences

Current portion of lease obligations - Operating leases 3,294 2,944

Current portion of long term debt 7,057 —

Deferred revenue 862 7,009

11 unchanged sentences

200,000 shares authorized;

90,894 shares and 90,478 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

91,388 shares and 90,478 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 660,451 657,292

7 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Product revenue $ 13,218 $ 7,380 $ 20,409 $ 13,439

18 unchanged sentences

(In Thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 12,005 ) $ ( 13,272 ) $ ( 20,709 ) $ ( 33,960 )

8 unchanged sentences

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity

Three Months Ended March 31, 2026 Shares Amount

Three Months Ended June 30, 2026 Shares Amount

Balance as of April 1, 2026

90,894 $ 9 $ 658,720 $ ( 11 ) $ ( 615,484 ) $ 43,234

Issuance of common stock upon release of stock awards 397 — — — — —

Issuance of common stock under employee stock purchase plan 97 — 148 — — 148

Stock-based compensation — — 1,583 — — 1,583

Net loss — — — — ( 12,005 ) ( 12,005 )

Other comprehensive loss — — — ( 2 ) — ( 2 )

Balance as of June 30, 2026

91,388 $ 9 $ 660,451 $ ( 13 ) $ ( 627,489 ) $ 32,958

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity

Three Months Ended June 30, 2025 Shares Amount

Balance as of April 1, 2025

82,841 $ 8 $ 633,101 $ 14 $ ( 583,494 ) $ 49,629

Issuance of common stock upon release of stock awards 17 — — — — —

Issuance of common stock under employee stock purchase plan 151 — 317 — — 317

Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 826

7,245 1 16,441 — — 16,442

Stock-based compensation — — 2,532 — — 2,532

Net loss — — — — ( 13,272 ) ( 13,272 )

Other comprehensive loss — — — ( 17 ) — ( 17 )

Balance as of June 30, 2025

90,254 $ 9 $ 652,391 $ ( 3 ) $ ( 596,766 ) $ 55,631

See accompanying notes to the unaudited condensed consolidated financial statements.

Codexis, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(In Thousands)

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity

Six Months Ended June 30, 2026 Shares Amount

Balance as of January 1, 2026

1 unchanged sentence

Issuance of common stock upon release of stock awards 813 — — — — —

Issuance of common stock under employee stock purchase plan 97 — 148 — — 148

Stock-based compensation — — 3,011 — — 3,011

1 unchanged sentence

Other comprehensive loss — — — ( 21 ) — ( 21 )

Balance as of March 31, 2026

Balance as of June 30, 2026

91,388 $ 9 $ 660,451 $ ( 13 ) $ ( 627,489 ) $ 32,958

1 unchanged sentence

Capital Accumulated Other Comprehensive (Income) Loss Accumulated Deficit Total Stockholders' Equity

Three Months Ended March 31, 2025 Shares Amount

Six Months Ended June 30, 2025 Shares Amount

Balance as of January 1, 2025

2 unchanged sentences

Issuance of common stock upon release of stock awards 669 — — — — —

Issuance of common stock under employee stock purchase plan 151 — 317 — — 317

Issuance of common stock in connection with an equity sales agreement, net of issuance costs of $ 826

7,245 1 16,441 — — 16,442

Stock-based compensation — — 4,911 — — 4,911

1 unchanged sentence

Other comprehensive loss — — — ( 55 ) — ( 55 )

Balance as of March 31, 2025

Balance as of June 30, 2025

90,254 $ 9 $ 652,391 $ ( 3 ) $ ( 596,766 ) $ 55,631

3 unchanged sentences

(In Thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

7 unchanged sentences

Amortization of discount on short-term investments ( 473 ) ( 597 )

Other non-cash items — ( 3 )

Changes in operating assets and liabilities:

9 unchanged sentences

Purchase of property and equipment ( 1,074 ) ( 3,769 )

Proceeds from sale of property and equipment 15 4

Purchases of short-term investments ( 32,967 ) ( 24,183 )

Proceeds from maturity of short-term investments 33,090 39,350

Net cash provided by (used in) investing activities ( 1,111 ) 11,769

Net cash (used in) provided by investing activities ( 936 ) 11,402

Financing activities:

Proceeds from exercises of stock options — 1,098

Proceeds from issuance of stock under employee stock purchase plan 148 317

Proceeds from issuance of common stock in connection with equity sales agreements — 17,268

Costs incurred in connection with equity sales agreements ( 96 ) ( 718 )

Net cash provided by (used in) financing activities ( 14 ) 1,085

Net decrease in cash, cash equivalents and restricted cash ( 14,275 ) ( 944 )

Proceeds from long-term debt — 9,897

Payment of debt issuance costs — ( 3 )

Net cash provided by financing activities 52 27,859

Net (decrease) increase in cash, cash equivalents and restricted cash ( 23,677 ) 7,496

Cash, cash equivalents and restricted cash at the beginning of the period 52,883 20,829

5 unchanged sentences

Capital expenditures incurred but not yet paid $ 240 $ 48

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets as of March 31, 2026 and 2025 to the total of the same such amounts shown above in the unaudited condensed consolidated statements of cash flows:

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets as of June 30, 2026 and 2025 to the total of the same such amounts shown above in the unaudited condensed consolidated statements of cash flows:

Cash and cash equivalents $ 27,172 $ 26,761

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 29,206 $ 28,325

This table excludes short-term investments of $ 28.6 million and $ 41.5 million as of March 31, 2026 and 2025, respectively.

Total cash, cash equivalents, and short-term investments as of March 31, 2026 and 2025 were $ 65.1 million and $ 59.8 million, respectively.

See accompanying notes to the unaudited condensed consolidated financial statements.

2 unchanged sentences

Description of Business

In these notes to the unaudited condensed consolidated financial statements, the “Company,” “we,” “us,” and “our” refers to Codexis, Inc.

In these notes to the unaudited condensed consolidated financial statements, the “Company,” “we,” “us,” and “our” refer to Codexis, Inc.

and its subsidiaries on a consolidated basis.

We discover, develop, enhance, and commercialize novel, high performance enzymes and other classes of proteins leveraging our proprietary CodeEvolver directed evolution technology platform.

We also offer an enzymatic alternative to solid-phase oligonucleotide synthesis using our ECO Synthesis manufacturing platform for fragment or full-length sequential synthesis of siRNA therapeutics .

The Company's operations are managed and reported to the Chief Executive Officer (“CEO”), our chief operating decision maker (“CODM”), on a consolidated basis as one reportable segment.

1 unchanged sentence

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information but does not include all the information and notes required by GAAP for complete financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information but do not include all the information and notes required by GAAP for complete financial statements.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025, are consistent with those discussed in Note 2 to the audited consolidated financial statements in the Company’s 2025 Annual Report on Form 10-K.

The significant accounting policies used in preparation of the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025, are consistent with those discussed in Note 2 to the audited consolidated financial statements in the Company’s 2025 Annual Report on Form 10-K.

There have been no significant changes in our significant accounting policies or critical accounting estimates since December 31, 2025.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of March 31, 2026 and results of operations for the interim periods presented.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of June 30, 2026 and results of operations for the interim periods presented.

The interim results are not necessarily indicative of the results for any future interim period or for the entire year.

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Accounting Pronouncements

Aside from the recently issued accounting pronouncements not yet adopted and described below, there were no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2026, that are of significance or potential significance to us.

Aside from the recently issued accounting pronouncements not yet adopted and described below, there were no recent accounting pronouncements or changes in accounting pronouncements during the three and six months ended June 30, 2026, that are of significance or potential significance to us.

Recently issued accounting pronouncements not yet adopted

7 unchanged sentences

We are currently evaluating the effects of the standard on our consolidated financial statements and related disclosures.

In October 2023, FASB issued ASU No.

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

2 unchanged sentences

These amendments align the requirements in the ASC to the removal of certain disclosure requirements set out in Regulation S-X and Regulation S-K, as announced by the SEC.

The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date.

For each amended topic in the ASC, the effective date is the date on which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.

For all entities, if by June 30, 2027 the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the ASC and will not become effective for any entity.

Early adoption is prohibited.

5 unchanged sentences

Disaggregated information is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Primary geographical markets:

Americas $ 7,861 $ 2,088

APAC $ 11,742 $ 6,580 $ 17,071 $ 8,116

Americas 1,722 6,352 9,582 8,440

EMEA 1,451 2,396 3,510 6,315

2 unchanged sentences

The following table presents balances of unbilled receivables, contract assets, and contract liabilities (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Unbilled receivables $ 1,378 $ 1,741

2 unchanged sentences

deferred revenue $ 862 $ 7,369

We had no asset impairment charges related to financial assets in the three months ended March 31, 2026 and 2025.

As of March 31, 2026, we have $ 0.9 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.4 million of long-term unbilled receivables that is included within the other non-current assets line item in the condensed consolidated balance sheets.

We had no asset impairment charges related to financial assets in the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, we have $ 0.8 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.6 million of long-term unbilled receivables that is included within the other non-current assets line item in the condensed consolidated balance sheets.

As of December 31, 2025 , we had $ 1.5 million of short-term unbilled receivables presented as unbilled receivables within current assets and $ 0.3 million of long-term unbilled receivables that is included within the other non-current assets line item in the condensed consolidated balance sheets.

We recognized the following revenues (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Revenue recognized in the period for:

2026 2025 2026 2025

Amounts included in contract liabilities at the beginning of the period:

2 unchanged sentences

Changes in the estimated transaction price allocated to performance obligations satisfied in prior periods — ( 400 ) ( 219 ) ( 13 )

Revenue recognized on performance obligations previously completed upon the customer achieving a milestone

— 4,700 — 4,700

Performance obligations satisfied from new activities in the period - contract revenue 14,663 10,888 23,779 17,934

1 unchanged sentence

Performance Obligations

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting periods.

The balances in the table below are partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts as of March 31, 2026 (in thousands):

Remainder of 2026

2027 2028 2029 and Thereafter

Product revenue $ 422 $ 40 $ 40 $ 270 $ 772

Research and development revenue 444 — — — 444

Total revenues $ 866 $ 40 $ 40 $ 270 $ 1,216

As of June 30, 2026, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting periods was $ 0.9 million.

The estimated revenue does not include contracts with original durations of one year or less, amounts of variable consideration attributable to royalties, or contract renewals that are unexercised, and partially based on judgments involved in estimating future orders from customers subject to the exercise of material rights pursuant to respective contracts as of June 30, 2026.

N et Loss per S hare

5 unchanged sentences

The following shares were not considered in the computation of diluted net loss per share because their effect was anti-dilutive (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Shares issuable under the Equity Incentive Plan and ESPP (1)

14,894 13,516 14,894 13,516

424 424 424 424

Total potentially dilutive securities 15,318 13,940 15,318 13,940

( 1) Included anti-dilutive potential common shares from ESPP of 509,446 and 386,635 for the three months ended March 31, 2026 and 2025, respectively (actual shares).

( 1) Included anti-dilutive potential common shares issuable under the ESPP of 363,389 shares for each of the three and six months ended June 30, 2026 and 688,219 shares for each of the three and six months ended June 30, 2025 (actual shares).

(2) Pertains to the warrants issued in connection with the Innovatus Loan.

5 unchanged sentences

These investments are accounted for under the measurement alternative and are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes for identical or similar securities of the same issuer.

Non-marketable equity securities are measured at fair value on a non-recurring basis and classified within Level 2 in the fair value hierarchy when we estimate the fair value of these investments using the observable transaction price paid by third party investors for the same or similar security of the same issuers.

The fair value of non-marketable equity securities are classified within Level 3 when we estimate fair value using unobservable inputs such as when we remeasure due to impairment and we use discount rates, market data of comparable companies, and rights and obligations of the securities the Company holds, among others.

The fair value of non-marketable equity securities is classified within Level 3 when we estimate fair value using unobservable inputs such as when we remeasure due to impairment and we use discount rates, market data of comparable companies, and rights and obligations of the securities the Company holds, among others.

We adjust the carrying value of non-marketable equity securities which have been remeasured during the period and recognize resulting gains or losses as a component of interest and other expense, net in the unaudited condensed consolidated statements of operations.

There was no remeasurement event for our investments in non-marketable equity securities that occurred during the three months ended March 31, 2026 and 2025.

We recognized no realized gains or losses during the three months ended March 31, 2026 and 2025.

There was no remeasurement event for our investments in non-marketable equity securities that occurred during the three and six months ended June 30, 2026 and 2025.

We recognized no realized gains or losses during the three and six months ended June 30, 2026 and 2025.

The following table presents the carrying value of our non-marketable equity securities (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

seqWell $ 2,416 $ 2,416

2 unchanged sentences

Fair Value Measurement

The following tables show the Company’s cash, cash equivalents, and short-term investments by significant investment category as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

The following tables show the Company’s cash, cash equivalents, and short-term investments by significant investment category as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Short-term Investments

14 unchanged sentences

Corporate debt 499 — — 499 — 499

agency securities — — — — — —

treasury securities 16,863 6 — 16,869 — 16,869

3 unchanged sentences

We limit the credit risk associated with our cash equivalents and short-term investments by placing them with banks and institutions we believe are highly credit-worthy and investing in highly-rated investments.

As of March 31, 2026 and December 31, 2025, the contractual maturity of all investments held was less than one year.

During the three months ended March 31, 2026 and 2025, we did no t recognize any significant credit losses no r other-than-temporary impairment losses on our short-term investments.

As of June 30, 2026 and December 31, 2025, the contractual maturity of all investments held was less than one year.

During the three and six months ended June 30, 2026 and 2025, we did no t recognize any significant credit losses no r other-than-temporary impairment losses on our short-term investments.

Balance Sheet Details

Inventories consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Work in process $ 13 $ —

June 30, 2026 December 31, 2025

Finished goods 1,602 1,817

1 unchanged sentence

Prepaid expenses and other current assets

As of March 31, 2026, prepaid expenses and other current assets consisted of prepaid expenses of $ 3.7 million and other current assets of $ 0.4 million.

As of June 30, 2026, prepaid expenses and other current assets consisted of prepaid expenses of $ 2.9 million and other current assets of $ 0.5 million.

As of December 31, 2025, prepaid expenses and other current assets consisted of prepaid expenses of $ 5.2 million and other current assets of $ 0.5 million.

1 unchanged sentence

Property and equipment, net consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Laboratory equipment $ 38,446 $ 38,943

7 unchanged sentences

Depreciation expense included in both research and development expenses and selling, general and administrative expenses in the unaudited condensed consolidated statements of operations was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Research and development $ 1,087 $ 1,181 $ 2,225 $ 2,127

3 unchanged sentences

Other accrued liabilities consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued purchases $ 1,590 $ 938

Accrued professional and outside service fees 1,653 1,384

Other 122 446

Total other accrued liabilities $ 3,365 $ 2,768

1 unchanged sentence

Employee Stock Purchase Plan

During the three months ended March 31, 2026 and 2025, no shares of our common stock were purchased under the ESPP.

As of March 31, 2026, 1,459,266 shares of common stock were available for future issuance under the ESPP.

We recognized $ 0.1 million of stock-based compensation expenses related to the ESPP for each of the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the total unrecognized stock-based compensation expense, net of expected forfeitures, related to the ESPP was $ 0.5 million and is expected to be recognized over the remaining offering period.

During each of the three and six months ended June 30, 2026, 96,758 shares of our common stock were purchased under the ESPP, and during each of the three and six months ended June 30, 2025, 151,490 shares of our common stock were purchased under the ESPP.

No shares were purchased during the first quarter of 2026 and 2025.

As of June 30, 2026, 1,362,508 shares of common stock were available for future issuance under the ESPP.

We recognized $ 0.1 million and $ 0.2 million of stock-based compensation expenses related to the ESPP for the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively.

As of June 30, 2026, the total unrecognized stock-based compensation expense, net of expected forfeitures, related to the ESPP was $ 0.4 million and is expected to be recognized over the remaining offering period.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the unaudited condensed consolidated statements of operations as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of product revenue $ 39 $ 57 $ 109 $ 118

3 unchanged sentences

The following table presents total stock-based compensation expense by security type included in the unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options $ 894 $ 1,478 $ 1,636 $ 2,833

Restricted stock units (“RSUs”) and RSAs 575 936 1,193 1,855

ESPP 114 118 182 223

Total $ 1,583 $ 2,532 $ 3,011 $ 4,911

As of March 31, 2026, unrecognized stock-based compensation expense, net of expected forfeitures, was $ 7.5 million related to unvested stock options and $ 2.3 million related to unvested RSUs.

As of June 30, 2026, unrecognized stock-based compensation expense, net of expected forfeitures, was $ 7.8 million related to unvested stock options and $ 1.8 million related to unvested RSUs.

Stock-based compensation expense for these awards will be recognized through 2030.

1 unchanged sentence

Exercise of Options

For the three months ended March 31, 2026, there were no options exercised.

For the three months ended March 31, 2025, we issued 339,142 shares upon option exercises at a weighted-average exercise price of $ 3.09 per share, with net cash proceeds of $ 1.0 million.

For the six months ended June 30, 2026, there were no options exercised.

For the six months ended June 30, 2025, we issued 339,142 shares upon option exercises at a weighted-average exercise price of $ 3.09 per share, with net cash proceeds of $ 1.0 million.

Sales Agreements

5 unchanged sentences

In the second quarter of 2025, 7,244,966 shares of our common stock were issued and sold under the same agreement and we received $ 16.4 million in net proceeds after Cantor’s commissions and direct offering expenses.

During the three months ended March 31, 2026, no shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement.

As of March 31, 2026, $ 26.4 million remained available for sale under the Cantor Sales Agreement.

During the six months ended June 30, 2026, no shares of our common stock were issued and sold pursuant to the Cantor Sales Agreement.

As of June 30, 2026, $ 26.4 million remained available for sale under the Cantor Sales Agreement.

Commitments and Contingencies

2 unchanged sentences

Lease cost amounts included in the measurement of lease obligations and other information related to non-cancellable operating leases were as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating lease cost (1)

5 unchanged sentences

Weighted-average discount rate 6.9 %

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid (in thousands):

Operating cash flows from operating leases $ 2,501 $ 2,428

As of March 31, 2026, our maturity analysis of annual undiscounted cash flows of the non-cancellable operating leases are as follows (in thousands):

As of June 30, 2026, our maturity analysis of annual undiscounted cash flows of the non-cancellable operating leases are as follows (in thousands):

Years Ending December 31, Operating Leases

32 unchanged sentences

The Company is also required to pay an exit fee upon any payment or prepayment equal to 3.0 % of the aggregate principal amount of the tranches funded under the Innovatus Loan.

The Innovatus Loan contains customary representations and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and net product revenue, with the latter beginning with the period ended September 30, 2024.

The Innovatus Loan contains customary representations and warranties and covenants, subject to customary carve-outs, and includes financial covenants related to liquidity and net product revenue.

The Innovatus Loan is secured by perfected first priority liens on the Company's assets, and the Loan Agreement includes a negative pledge by the Company which prohibits the Company from permitting liens to be placed upon the Company's intellectual property in favor of any party other than Innovatus.

2 unchanged sentences

The discount and issuance costs will be amortized over the life of the Innovatus Loan.

Interest expense for the Innovatus Loan for the three months ended March 31, 2026 and 2025 was $ 1.3 million and $ 0.9 million , respectively, and is inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.

Interest expense for the Innovatus Loan for the three and six months ended June 30, 2026 was $ 1.3 million and $ 2.6 million , respectively, and for the three and six months ended June 30, 2025 was $ 1.0 million and $ 1.9 million, respectively.

This is inclusive of non-cash amortization of the debt discount, debt issuance costs, payable in-kind interest, and accretion of final payment.

The carrying amount of the Innovatus Loan approximates fair value given the interest rate is based on the current prime rate.

The effective interest rate for the Innovatus Loan was 12.7 % as of March 31, 2026 .

The effective interest rate for the Innovatus Loan was 12.7 % as of June 30, 2026 .

Additionally, in connection with entering into the Innovatus Loan, we entered into a Warrant Agreement with Innovatus on February 13, 2024 and issued to Innovatus a warrant to purchase an aggregate of 424,028 shares of the Company’s common stock at an exercise price of $ 2.83 per share.

3 unchanged sentences

The Company accounts for the amortization of the debt discount and issuance costs utilizing the effective interest method.

Long-term debt consisted of the following at March 31, 2026 (in thousands):

March 31, 2026

Long-term debt consisted of the following at June 30, 2026 (in thousands):

June 30, 2026

Face value of debt $ 40,000

3 unchanged sentences

unamortized debt issuance cost

Total long-term debt $ 40,483

Total debt 40,876

Current portion of long term debt ( 7,057 )

Long term debt $ 33,819

The future principal payments under the Innovatus Loan are as follows (in thousands):

6 unchanged sentences

unamortized debt issuance cost

Total long-term debt $ 40,483

Total debt $ 40,876

Segment, Geographical and Other Revenue Information

5 unchanged sentences

Significant Customers

Customers that each accounted for 10% or more of our total revenues were as follows:

Percentage of Total Revenues for the

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

31 % * 26 % *

21 % * 11 % *

* 19 % 23 % 18 %

* 21 % * 14 %

* Percentage was less than 10%

1 unchanged sentence

Percentage of Accounts Receivables as of

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

* Percentage was less than 10%

Identifiable long-lived assets by location were as follows (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

United States $ 40,525 $ 43,575

Subsequent Event

On July 23, 2026, we entered into an underwriting agreement for an underwritten public offering of 16,666,667 shares of our common stock at a public offering price of $ 1.50 per share, less underwriting discounts and commissions.

The underwriters were granted a 30-day option to purchase up to an additional 2,500,000 shares.

The offering closed on July 27, 2026, and we received net proceeds of approximately $ 23.1 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

On July 29, 2026, the underwriters partially exercised their option and purchased an additional 1,333,333 shares of common stock at the public offering price of $ 1.50 per share, less underwriting discounts and commissions.

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