What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-05 · 163 added, 172 removed, 325 unchanged (51% of the section changed)

4 unchanged sentences

(In thousands, except par value)

September 30,

Current assets:

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300,000 shares authorized;

177,572 and 137,820 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

180,088 and 178,324 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in-capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Accumulated deficit

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and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Licensing revenue

Operating expenses:

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Other comprehensive loss:

Unrealized gain on marketable securities

Unrealized loss on marketable securities

Comprehensive loss

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and Subsidiaries

Condensed Consolidated Statements of Stockholders ’ Equity (Unaudited)

Condensed Consolidated Statements of Stockholders ’ Equity

(In thousands)

Accumulated Other Comprehensive

Comprehensive

Stockholders'

1 unchanged sentence

Balance at December 31, 2025

Common stock issued upon exercise of options

Stock-based awards, net of tax remittance

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Balance at March 31, 2026

Stock-based compensation

Unrealized loss on marketable securities

Balance at June 30, 2025

Common stock and warrants issued, net of costs of $ 8.6 million

Stock-based compensation

Unrealized loss on marketable securities

Balance at September 30, 2025

Balance at December 31, 2024

Common stock issued, net of costs of $ 0.5 million

Stock-based awards, net of tax remittance

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Balance at March 31, 2025

Stock-based compensation

Unrealized loss on marketable securities

Balance at June 30, 2024

Stock-based compensation

Unrealized gain on marketable securities

Balance at September 30, 2024

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Condensed Consolidated Statements of Cash Flows

(In thousands)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

Cash flows from operating activities:

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Proceeds from sale or maturities of marketable securities

Net cash (used in) provided by investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock and warrants

Issuance costs from issuance of common stock

Proceeds from exercise of common stock

Taxes paid related to net shares settlement of RSUs

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

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Supplemental disclosure of cash flow information

Unrealized gain (loss) on marketable securities

Unrealized loss on marketable securities

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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The pipeline includes novel product candidates that leverage our understanding of the tumor microenvironment, including both angiogenesis-targeted agents and immune-oncology focused agents.

These product candidates are designed to optimize critical biological pathways required for an effective anti-tumor response to cancer.

These pathways include modulation of the microvasculature via angiogenesis-targeted agents;

These product candidates are designed to optimize critical components required for an effective anti-tumor response to cancer.

These include modulation of the microvasculature via angiogenesis-targeted agents;

induction of a potent immune response via activators on effector cells in the tumor microenvironment;

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The Company plans to advance its product candidates through clinical development as both standalone therapies and in combination with its proprietary drug candidates as long as their continued development is supported by clinical and nonclinical data.

References to Compass or the Company herein include Compass Therapeutics, Inc.

and its wholly owned subsidiaries.

The Company is subject to risks and uncertainties common to companies in the biotechnology and pharmaceutical industries.

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In addition, the Company is dependent upon the services of its employees and consultants.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s consolidated financial position as of September 30, 2025 and its consolidated results of operations, comprehensive loss and changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s consolidated financial position as of March 31, 2026 and its consolidated results of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the three months ended March 31, 2026 and 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The unaudited condensed consolidated financial statements include the accounts of Compass Therapeutics, Inc.

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Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”).

Since inception, the Company has devoted substantially all of its efforts to organizing and staffing, business planning, raising capital, research and development activities, building its intellectual property portfolio and providing general and administrative support for these operations.

Since inception, the Company has devoted substantially all its efforts to organizing and staffing, business planning, raising capital, research and development activities, building intellectual property portfolio and providing general and administrative support for these operations.

The Company has funded its operations with proceeds from the sale of equity securities and borrowing from debt arrangements.

Through September 30, 2025, the Company has received $ 568 million in gross proceeds from the sale of equity securities.

As of September 30, 2025, we had cash, cash equivalents and marketable securities of $ 220 million.

Based on our research and development plans, we expect that such cash resources will enable us to fund our operating expenses and capital expenditure requirements into 2028.

Through March 31, 2026, the Company has received $ 568 million in gross proceeds from the sale of equity securities.

As of March 31, 2026, the total of cash, cash equivalents and marketable securities was $ 195 million.

Based on research and development plans, the Company expects such cash resources will fund operating expenses and capital expenditure requirements into 2028.

Summary of Significant Accounting Policies

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The following tables represent the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

September 30, 2025:

Fair Value Measurements as of March 31, 2026:

Quoted Prices in

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Money market funds (cash equivalents)

December 31, 2024:

Fair Value Measurements as of December 31, 2025:

Quoted Prices in

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Marketable Securities

The objectives of the Company’s investment policy are to ensure the safety and preservation of invested funds, as well as to maintain liquidity sufficient to meet cash flow requirements.

The Company invests its excess cash in securities issued by financial institutions, commercial companies, and government agencies that management believes to be of high credit quality in order to limit the amount of its credit exposure.

The Company has not realized any net losses from its investments.

Unrealized gains and losses on investments that are available for sale are recognized in accumulated other comprehensive (loss) income, unless an unrealized loss is considered to be other than temporary, in which case the unrealized loss is charged to operations.

The Company periodically reviews its investments for other than temporary declines in fair value below cost basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company believes the individual unrealized losses represent temporary declines primarily resulting from interest rate changes.

Realized gains and losses are included in other income in the condensed consolidated statements of operations and comprehensive loss and are determined using the specific identification method with transactions recorded on a trade date basis.

The Company classifies marketable securities that are available for use in current operations as current assets on the condensed consolidated balance sheet.

The following tables summarize marketable securities held (in thousands):

September 30, 2025:

Amortized Cost

Unrealized gains

Unrealized Losses

Fair Value Measurements as of March 31, 2026 Using:

Corporate bonds

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Asset-backed securities

December 31, 2024:

Amortized Cost

Unrealized gains

Unrealized Losses

Fair Value Measurements as of December 31, 2025 Using:

Corporate bonds

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Asset-backed securities

September 30, 2025

March 31, 2026

December 31, 2025

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

September 30,

Leasehold improvements

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Property and equipment, net

Depreciation and amortization expense for each of the nine months ended September 30, 2025 and 2024 was $ 0.3 million and $ 0.5 million respectively.

Depreciation and amortization expense for each of the three months ended March 31, 2026 and 2025 was $ 15 thousand and $ 140 thousand respectively.

Accrued Expenses

Accrued expenses consist of the following (in thousands):

September 30,

Project expenses

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Total accrued expenses

Project expenses includes $ 5.9 million of accrued manufacturing expenses primarily related to tovecimig.

Commitments and Contingencies

The terms of the Facility lease were modified effective September 27, 2024 through the execution of a new lease.

The Company has evaluated its leases under ASC 842, Leases , and determined that it has one lease that is classified as an operating lease.

The classification of this lease is consistent with the Company’s determination under the previous accounting standard.

The terms of the Company’s only corporate office and laboratory facility (the “Facility”) lease were modified effective September 27, 2024 through the execution of a new lease.

The modified terms extended the non-cancelable lease term through May 2031.

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The classification and incremental borrowing rate for the lease did not change as a result of this lease modification.

Right-of-use assets obtained in exchange for new operating lease liabilities due to the lease modification were $ 9.9 million for a total right-of-use assets as of September 30, 2025 of $ 9.8 million.

The remaining lease term of the Facility lease is 5.7 years as of September 30, 2025.

Right-of-use assets obtained in exchange for the new operating lease liabilities due to the lease modification were $ 9.9 million for a total right-of-use assets as of March 31, 2026 of $ 8.7 million.

The remaining lease term of the Facility lease is 5.2 years as of March 31, 2026.

The Company has $ 568 thousand of restricted cash associated with an irrevocable letter of credit required by the landlord to enter into this lease.

Lease costs related to the Facility were $ 0.5 million and $ 0.3 million for the three months ending September 30, 2025 and 2024, respectively and $ 1.3 million and $ 1.0 million for the nine months ending September 30, 2025 and 2024, respectively.

Cash payments related to the Facility were $ 0.2 million and $ 0.3 million for the three months ending September 30, 2025 and 2024, respectively and $ 0.8 million and $ 1.0 million for the nine months ending September 30, 2025 and 2024, respectively.

Lease costs related to the Facility were $ 0.5 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

Cash payments related to the Facility were $ 0.2 million and $ 0.3 million for the three months ended March 31, 2026 and 2025, respectively.

The table below presents the undiscounted cash flows for the lease term.

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Eligible employees may make pre-tax or post-tax (Roth) contributions to the 401(k) Plan up to statutory limits.

Company matches employee contributions to the plan up to 6 % of salary.

The Company made matching contributions of $ 0.1 million for each of the three months ended September 30, 2025 and 2024.

The Company made matching contributions of $ 0.3 million for each of the nine months ended September 30, 2025 and 2024.

The Company matches employee contributions to the plan up to 6 % of salary.

The Company made matching contributions of $ 0.2 million and $ 0.1 million for the three months ended March 31, 2026 and 2025 respectively.

Stock-Based Compensation

Stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 was classified in the condensed consolidated statement of operations as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Stock-based compensation expense for the three months ended March 31, 2026 and 2025 was classified in the condensed consolidated statement of operations as follows (in thousands):

Three Months Ended March 31,

Research and development

General and administrative

As of September 30, 2025, the remaining unrecognized stock-based compensation cost from all plans to be recognized in future periods totaled $ 17.5 million.

In September 2020, the Company’s board of directors adopted the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and reserved 2.9 million shares of common stock for issuance under this plan.

As of March 31, 2026, the remaining unrecognized stock-based compensation cost from all plans to be recognized in future periods totaled $ 50.0 million.

In June 2020, the Company’s board of directors adopted the 2020 Stock Option and Incentive Plan (the “2020 Plan”) and reserved 2.9 million shares of common stock for issuance under this plan.

The 2020 Plan includes automatic annual increases.

The increase on January 1, 2026 was 7.1 million shares.

As of September 30, 2025, 5.0 million shares remain available for grant.

As of March 31, 2026, 5.1 million shares remain available for grant.

The 2020 Plan authorizes the board of directors or a committee of the board to grant incentive stock options, nonqualified stock options, restricted stock awards and restricted stock units ("RSUs") to eligible officers, employees, consultants and directors of the Company.

Options generally vest over a period of four years and have a contractual life of ten years from the date of grant.

2025 Inducement Plan

In December 2025, the Company’s board of directors adopted the Compass Therapeutics, Inc.

2025 Inducement Plan (the “Inducement Plan”).

The maximum number of shares of Stock reserved and available for issuance under the Inducement Plan is four million shares.

As of March 31, 2026, a total of two million options were granted as part of the Inducement Plan to two new officers as a material inducement for those officers to join the Company.

Stock Options:

The following table summarizes the stock option activity for the 2020 Plan:

The following table summarizes the stock option activity for the 2020 Plan and 2025 Inducement Plan:

Term (in years)

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Forfeited/canceled

Outstanding at September 30, 2025

Vested at September 30, 2025

For the nine months ended September 30, 2025 and 2024, the weighted average grant date fair value for options granted was $ 2.68 and $ 1.13 , respectively.

The intrinsic value for options vested as of September 30, 2025 and 2024, was $ 6.0 million and $ 0.1 million, respectively.

As of September 30, 2025, the total unrecognized compensation cost related to outstanding options was $ 15.5 million, to be recognized over a weighted average period of 1.4 years.

The weighted average assumptions used in the Black-Scholes pricing model to determine the fair value of stock options granted during the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

Outstanding at March 31, 2026

Vested at March 31, 2026

For the three months ended March 31, 2026, the weighted average grant date fair value for options granted was $ 3.79 .

The intrinsic value for options vested as of March 31, 2026, was $ 16.2 million.

As of March 31, 2026, the total unrecognized compensation cost related to outstanding options was $ 44.4 million, to be recognized over a weighted average period of 1.6 years.

For the three months ended March 31, 2025, the weighted average grant date fair value for options granted was $ 2.68 .

The intrinsic value for options vested as of March 31, 2025 was $ 0.4 million.

The weighted average assumptions used in the Black-Scholes pricing model to determine the fair value of stock options granted during the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

Expected term (in years)

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Expected dividend yield

The following table summarizes the RSU activity for the 2020 Plan:

The following table summarizes the RSU activity for the 2020 Plan and 2025 Inducement Plan:

Average Price

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Forfeited or canceled

Unvested, September 30, 2025

As of September 30, 2025, the remaining unrecognized compensation cost related to RSUs to be recognized in future periods totaled $ 2.0 million, which is expected to be recognized over a weighted average period of 1.2 years.

Unvested, March 31, 2026

The weighted average price per share is the weighted grant price based on the closing market price of each of the stock grants.

The weighted average fair value is the weighted average share price times the number of shares.

As of March 31, 2026, the remaining unrecognized compensation cost related to RSUs to be recognized in future periods totaled $ 5.6 million, which is expected to be recognized over a weighted average period of 1.9 years.

Stockholders ’ Equity

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Accordingly, proceeds from the offering were allocated to common stock, the 2025 Pre-Funded Warrants on a relative fair value basis and were recorded in stockholders’ equity.

As of September 30, 2025, all of the 2025 Pre-Funded Warrants remain outstanding.

As of March 31, 2026, all of the 2025 Pre-Funded Warrants remain outstanding.

Basic and Diluted Net Loss Per Share

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Potential shares of common stock exercisable for little or no consideration are included in both basic and diluted weighted-average number of shares of common stock outstanding.

During the three and nine months ended September 30, 2025, basic and diluted weighted-average number of shares outstanding were 168.8 million and 148.5 million shares, respectively, and included pre-funded warrants to purchase 6,710,000 shares of common stock with an exercise price of $ 0.0001 per share.

During the three and nine months ended September 30, 2024, basic and diluted weighted-average number of shares outstanding were 137.6 million and 137.3 million shares, respectively.

The computation of diluted net loss per share for the three and nine months ended September 30, 2025 excluded 18.4 million shares subject to outstanding stock options and restricted stock units because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The computation of diluted net loss per share for the three and nine months ended September 30, 2024 excluded 17.3 million shares, subject to outstanding stock options and restricted stock because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding for the three and nine months ended September 30, 2025 and 2024, as they would be antidilutive:

Three Months Ended September 30,

Nine Months Ended September 30,

During the three months ended March 31, 2026, basic and diluted weighted-average number of shares outstanding were 186.4 million and included pre-funded warrants to purchase 6,710,000 shares of common stock with an exercise price of $ 0.0001 per share.

During the three months ended March 31, 2025, basic and diluted weighted-average number of shares outstanding were 138.2 million shares.

The computation of diluted net loss per share for the three months ended March 31, 2026 excluded 24.9 million shares subject to outstanding stock options and restricted stock units because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The computation of diluted net loss per share for the three months ended March 31, 2025 excluded 21.5 million shares, subject to outstanding stock options and restricted stock because their inclusion would have had an anti-dilutive effect on diluted net loss per share.

The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding for the three months ended March 31, 2026 and 2025, as they would be antidilutive:

Three Months Ended March 31,

Stock options

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The agreement includes provisions for payment of royalties at rates ranging in the single digits as a percentage of future net sales within a specified term from the first commercial sale for certain antibodies, including our product candidate, CTX-471.

There were no milestone payments made during the first nine months of 2025.

As of September 30, 2025, future potential milestone payments in connection with this agreement amounted to $ 2.0 million.

There were no milestone payments made during the first quarter of 2026.

As of March 31, 2026, future potential milestone payments in connection with this agreement amounted to $ 2.0 million.

Segment Information

Segment reporting is prepared on the same basis that our chief executive officer, who is our Chief Operating Decision Maker (CODM), manages the business, makes operating decisions and assesses performance.

Segment reporting is prepared on the same basis that our chief executive officer, who is our Chief Operating Decision Maker, manages the business, makes operating decisions and assesses performance.

The Company operates in one segment.

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Research and development expenses are summarized by program in the table below (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Licensing revenue

Three-Months Ended March 31,

Research and development

General and administrative

Interest income

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of the financial condition and results of operations of Compass Therapeutics, Inc.

should be read in conjunction with the financial statements and the notes to those statements included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025.

should be read in conjunction with the financial statements and the notes to those statements included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risk, uncertainties and assumptions.

You should read the “ Risk Factors ” section of this Quarterly Report on Form 10-Q and the “ Risk Factors ” section included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 , for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

We are a clinical-stage, oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics.

We are a clinical-stage, oncology-focused biopharmaceutical company developing proprietary antibody-based therapeutics to treat multiple human diseases.

Our scientific focus is on the relationship between angiogenesis, the immune system, and tumor growth.

Our pipeline of novel product candidates is designed to target multiple critical biological pathways required for an effective anti-tumor response.

These pathways include modulation of the microvasculature via angiogenesis-targeted agents, induction of a potent immune response via activators on effector cells in the tumor microenvironment, and alleviation of immunosuppressive mechanisms used by tumors to evade immune surveillance.

Our pipeline of novel product candidates is designed to target multiple components required for an effective anti-tumor response.

These include modulation of the microvasculature via angiogenesis-targeted agents, induction of a potent immune response via activators on effector cells in the tumor microenvironment, and alleviation of immunosuppressive mechanisms used by tumors to evade immune surveillance.

We plan to advance our product candidates through clinical development as both standalone therapies and in combination with proprietary pipeline antibodies based on supportive clinical and nonclinical data.

Our pipeline comprises three clinical product candidates and one candidate in investigational new drug application (“IND”) enabling studies.

Our pipeline comprises four clinical product candidates.

Our lead product candidate, tovecimig (formerly known as CTX-009), is a bispecific antibody targeting Delta-like ligand 4 (“DLL4”), a ligand of Notch-1, and vascular endothelial growth factor A (“VEGF-A”).

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CTX-8371, is a bispecific antibody targeting the programmed cell death protein-1 (“PD-1”), an inhibitory immune checkpoint receptor and its ligand PD-L1, two validated immune-oncology targets.

In addition, we are in the process of IND enabling studies with CTX-10726, a bispecific antibody targeting PD-1 and VEFG-A.

For a more detailed description and developments related to our pipeline, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q for the three months ended March 31, 2025 and June 30, 2025.

CTX-10726 is a bispecific antibody targeting PD-1 and VEFG-A, also two validated immune-oncology targets.

For a more detailed description, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 .

Recent Developments

Data from tovecimig (DLL4 x VEGF-A bispecific) Phase 2/3 study in patients with Biliary Tract Cancer ( BTC) expected late Q1 2026

Based on a continuing trend of decreased mortality in the ongoing Phase 2/3 COMPANION-002 study of tovecimig in patients with advanced BTC, the analyses of overall survival (OS) and progression-free survival (PFS) are expected in late Q1 2026.

New response in a third indication observed in the fifth and final dosing cohort of the Phase 1 dose-escalation study of CTX-8371 (PD-1 x PD-L1 bispecific).

The fifth and final dosing level in the Phase 1 dose-escalation study of CTX-8371 has been fully enrolled.

A new response was observed in this cohort in a third indication, in addition to previously reported responses in patients with non-small cell lung cancer (NSCLC) and triple-negative breast cancer (TNBC).

No dose-limiting toxicities were observed at any dose level, potentially differentiating the safety profile of CTX-8371 from currently approved checkpoint inhibitors.

We now expect to present full topline data, including data from this fifth cohort, at a medical meeting in the first half of 2026.

We are also planning to initiate cohort expansions in patients with NSCLC and TNBC this quarter, based on the previously disclosed responses.

Tovecimig results in Phase 2/3 Study in the Second Line Setting for Patients with BTC

In April 2025, we announced that the study met its primary endpoint of overall response rate (“ORR”).

Tovecimig in combination with paclitaxel achieved a 17.1% ORR, including one complete response, compared to a 5.3% ORR for paclitaxel alone, in patients with biliary tract cancer (“BTC”) treated in the second-line setting.

The difference in ORR between the two treatment arms, the primary endpoint of the study, was statistically significant (p=0.031), and all responses were assessed by blinded independent central radiology review.

In April 2026, we announced the following additional information related to the study:

Progression-Free Survival (secondary endpoint):

4.7 months for tovecimig combination compared to 2.6 months for paclitaxel alone (HR=0.44, p<0.0001)..

Overall Survival (secondary endpoint):

Analysis was confounded by high crossover from the control arm (n=31) and markedly prolonged survival of these crossover patients after receiving tovecimig.

The OS of the patients randomized to the tovecimig combination arm (n=111), which does not include the OS of these crossover patients later treated with tovecimig, had a median of 8.9 months.

PFS Before / After Crossover (secondary endpoint):

Patients treated with tovecimig after crossing from the control arm progressed after a median 3.5 months (PFS2) in the third line setting.

These same 31 patients, when initially randomized to paclitaxel alone (PFS1), had progressed after a median of 1.9 months in the second line setting (HR=0.36, p=0.0016).

OS Crossover vs.

Non-Crossover (post hoc subset analysis):

In an analysis of OS in all patients initially randomized to the paclitaxel control arm (n=57), crossover patients who subsequently received tovecimig demonstrated a statistically significant improvement in median OS of 12.8 months compared to 6.1 months for non-crossover patients who received only paclitaxel (HR=0.54, p=0.04).

Pooled OS of All Patients Treated with Tovecimig (post hoc subset analysis):

For all patients treated with tovecimig, including both crossover patients and patients initially randomized to the tovecimig combination arm (n=142), the pooled median OS was 9.8 months.

The median OS for patients randomized to the paclitaxel alone who did not crossover (n=26) was 6.1 months.

Tovecimig was generally well tolerated and the safety profile was consistent with prior studies, with no new safety signals identified.

We intend to meet with the U.S.

Food and Drug Administration (“FDA”) to discuss these data in advance of a planned BLA submission.

Tovecimig received Orphan Drug Designation from the FDA in April 2026 for the treatment of patients with BTC.

Orphan Drug Designation provides certain development incentives, including tax credits for qualified clinical testing, exemption from FDA user fees, and eligibility for seven years of market exclusivity upon approval.

OPERATING ACTIVITIES

We have funded our operations primarily with proceeds from the sale of our equity securities.

Through September 30, 2025, we have received $568 million in gross proceeds from the sale of equity securities.

Through March 31, 2026, we have received $568 million in gross proceeds from the sale of equity securities.

We have incurred significant operating losses since inception and have not generated any revenue from the sale of products and we do not expect to generate any revenue from the sale of products in the near future, if at all.

Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of our treatments and any future product candidates.

Our net losses were $14.3 million and $10.5 million for the three months ended September 30, 2025 and 2024, respectively.

Our net losses were $50.8 million and $34.3 million for the nine months ended September 30, 2025 and 2024, respectively.

We had an accumulated deficit of $415.5 million on September 30, 2025.

Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual commercialization of our therapies and any future product candidates.

Our net losses were $18.3 million and $16.6 million for the three months ended March 31, 2026 and 2025, respectively.

We had an accumulated deficit of $449.5 million on March 31, 2026.

We expect to continue to incur significant expenses for at least the next several years as we advance through clinical development, develop additional product candidates and seek regulatory approval of any product candidates that complete clinical development.

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Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through equity and debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions.

As of September 30, 2025, we had $220 million in cash, cash equivalents and marketable securities.

As of March 31, 2026, we had $195 million in cash, cash equivalents and marketable securities.

We expect that such cash resources will enable us to fund our operating expenses and capital expenditure requirements into 2028.

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Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

At-The-Market ( “ ATM ” ) Offering

In the first quarter of 2025, there were no issuances of common stock through our Open Market Sale Agreement SM with Jefferies LLC (“Jefferies ATM Agreement”).

In December 2025, we entered into a Sales Agreement for our ATM offering with Leerink Partners LLC and Cantor Fitzgerald & Co (the “2026 ATM Agreement”) and the prior Jefferies ATM Agreement was terminated.

In the first quarter of 2026, we did not sell any shares of common stock under the 2026 ATM Agreement.

Components of Results of Operations

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employee-related expenses including salaries, related benefits and equity-based compensation expense for employees engaged in research and development functions;

other research and development expenses including preclinical study costs and expenses incurred under agreements with organizations that support our platform program development;

other research and development expenses including pre-clinical study costs and expenses incurred under agreements with organizations that support our platform program development;

costs related to compliance with quality and regulatory requirements;

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General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and administrative functions.

General and administrative expenses also include legal fees relating to patent and corporate matters, professional fees for accounting, auditing, tax, insurance, administrative travel expenses, selling and marketing costs and other operating costs.

We anticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our business operations.

Other income consists of interest income on marketable securities.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Interest Income

Research and Development Expenses

Research and development expenses increased by $4.2 million, or 49%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Research and development expenses related to our new pipeline candidate, CTX-10726, was $4.6 million.

We track outsourced development, personnel costs and other research and development costs of specific programs.

Research and development expenses are summarized by program in the table below (in thousands):

Three Months Ended September 30,

Unallocated research and development expenses

Total research and development expenses

General and Administrative Expenses

General and administrative expenses decreased by $0.6 million, or 18% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

The decrease was primarily driven by a reduction of stock-based compensation expense of $1.3 million from the cancellation of employee equity partially offset by an increase in costs related to market research and commercial preparation costs of $0.6 million.

Other income decreased by $0.2 million or 11% for the three months ended September 30, 2025 as compared to the same period in 2024.

Other income consisted exclusively of interest income, which decreased based on a lower average balance of cash and marketable securities.

Comparison of the Nine months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024 (in thousands):

Nine Months Ended September 30,

Licensing Revenue

Interest income consists of interest income on marketable securities.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Operating expenses:

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Interest income

Licensing Revenue

There was no licensing revenue for the nine months ended September 30, 2025.

Licensing revenue was $850 thousand for the nine months ended September 30, 2024.

The licensing revenue consisted of a $1 million milestone payment from Elpiscience for completing a Phase 1 trial in China.

This license revenue is reported net of a 15% sublicense royalty due ABL Bio (see footnote 11 of the financial statements in this Quarterly Report on Form 10-Q for further information on this sublicense agreement).

Research and Development Expenses

Research and development expenses increased by $13 million, or 44%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.

Manufacturing expenses increased $11.2 million, primarily related to tovecimig and CTX-10726.

In addition, IND-enabling costs related to CTX-10726 were $1.9 million.

Research and development expenses increased by $0.3 million, or 3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

We track outsourced development, personnel costs and other research and development costs of specific programs.

Research and development expenses are summarized by program in the table below (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Unallocated research and development expenses

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General and Administrative Expenses

General and administrative expenses increased $1.0 million, or 8% for the nine months ended September 30, 2025 as compared to the same period in 2024.

This increase primarily came from an increase of $0.6 million of market research and commercial preparation costs.

Other income decreased by $1.6 million or 29% for the nine months ended September 30, 2025 as compared to the same period in 2024.

Other income consisted exclusively of interest income which decreased based on a lower average balance of cash and marketable securities.

General and administrative expenses increased by $2.0 million or 41% for the three months ended March 31, 2026 as compared to the same period in 2025.

The increase was due to a $2.0 million increase in stock-based compensation expense.

Liquidity and Capital Resources

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We have funded our operations primarily with proceeds from the sale of our equity securities.

Through September 30, 2025, we have received $568 million in gross proceeds from the sale of equity securities.

As of September 30, 2025, we had cash, cash equivalents and marketable securities of $220 million.

Through March 31, 2026, we have received $568 million in gross proceeds from the sale of equity securities.

As of March 31, 2026, we had cash, cash equivalents and marketable securities of $195 million.

The following table shows a summary of our cash flows for the periods indicated (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash used in operating activities

Cash provided by (used in) investing activities

Cash provided by financing activities

Net change in cash, cash equivalents and restricted cash

Cash provided by investing activities

Cash provided by (used in) financing activities

Net change in cash and cash equivalents

Operating Activities

During the nine months ended September 30, 2025, we used $35.9 million of cash in operating activities, resulting from our net loss of $50.8 million partially offset by the change in operating assets and liabilities of $7.7 million and non-cash charges of $7.2 million (primarily from share-based compensation expense of $6.5 million).

During the nine months ended September 30, 2024, we used $35.7 million of cash in operating activities, resulting from our net loss of $34.3 million minus the change in operating assets and liabilities of $7.7 million, partially offset by non-cash charges of $6.3 million (primarily from share-based compensation expense of $6.3 million).

During the three months ended March 31, 2026, we used $17.3 million of cash in operating activities, resulting from our net loss of $18.3 million and the change in operating assets and liabilities of $4.2 million partially offset by non-cash charges of $5.2 million (primarily from share-based compensation expense of $5.1 million).

During the three months ended March 31, 2025, we used $13.2 million of cash in operating activities, resulting from our net loss of $16.6 million partially offset by the change in operating assets and liabilities of $0.5 million and non-cash charges of $2.9 million (primarily from share-based compensation expense of $2.5 million).

Investing Activities

During the nine months ended September 30, 2025, $90.0 million of cash was used in investing activities related to the net purchases of marketable securities.

During the nine months ended September 30, 2024, $31.4 million of cash was provided by investing activities, related to the net sale of marketable securities.

During the three months ended March 31, 2026, $38.4 million of cash was provided by investing activities related to the net sales of marketable securities.

During the three months ended March 31, 2025, $11.6 million of cash was used in investing activities related to the net sale of marketable securities.

Financing Activities

During the nine months ended September 30, 2025, $128.5 million of cash was provided by financing activities due to the issuance of common shares.

During the nine months ended September 30, 2024, $17.4 million of cash was provided by financing activities.

This primarily included $17.6 million of net cash from sale of common stock under an ATM Agreement, after issuance costs.

During the three months ended March 31, 2026, $3.9 million of cash was provided by financing activities due to the exercise of stock options, partially offset by $0.5 million of taxes paid by the Company for settlement of RSU shares.

During the three months ended March 31, 2025, $0.8 million of cash was used in financing activities due to taxes paid by the Company for settlement of RSU shares.

Future Funding Requirements

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We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

Our current plans, which may change based on clinical or preclinical results, include studies for tovecimig, CTX-471, and CTX-8371 and IND enabling studies for CTX-10726.

Our current plans, which may change based on clinical or pre-clinical results, include studies for tovecimig, CTX-471, CTX-8371 and CTX-10726.

We expect that we will require additional funding to complete the clinical development of these programs including the payment of developmental milestones, commercializing our product candidates, if we receive regulatory approval, and pursuing in-licenses or acquisitions of other product candidates.

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If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, reduce or eliminate our product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

The preparation of our consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the reporting period.

We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

We evaluate our estimates and assumptions on an ongoing basis.

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

During the three months ended December 31, 2026, there were no material changes to our critical accounting estimates described under "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report.

Recently Issued and Adopted Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations in disclosed in Note 2, “Summary of Significant Accounting Policies” to our condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Smaller Reporting Company Status

We are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million as of the last business day of the most recently completed second fiscal quarter or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates was less than $700 million as of the last business day of the most recently completed second fiscal quarter.

As a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and have reduced disclosure obligations regarding executive compensation, and if we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable since we are a smaller reporting company.

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.

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