What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-05 · 166 added, 102 removed, 386 unchanged (41% of the section changed)

24 unchanged sentences

300,000 shares authorized;

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

180,088 and 178,324 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in-capital

6 unchanged sentences

and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(In thousands, except per share data)

Three Months Ended

Six Months Ended

Operating expenses:

7 unchanged sentences

Other comprehensive loss:

Unrealized loss on marketable securities

Unrealized (loss) gain on marketable securities

Comprehensive loss

4 unchanged sentences

(In thousands)

Comprehensive

Accumulated Other Comprehensive

Stockholders'

6 unchanged sentences

Balance at March 31, 2026

Stock-based compensation

Unrealized loss on marketable securities

Balance at June 30, 2026

Balance at December 31, 2024

3 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Unrealized gain on marketable securities

Balance at June 30, 2025

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

3 unchanged sentences

(In thousands)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

Cash flows from operating activities:

48 unchanged sentences

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 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.

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 June 30, 2026 and its consolidated results of operations, comprehensive loss, changes in stockholders’ equity and cash flows for the six months ended June 30, 2026 and 2025.

Operating results for the three and six months ended June 30, 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.

5 unchanged sentences

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

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.

Through June 30, 2026, the Company has received $ 568 million in gross proceeds from the sale of equity securities.

As of June 30, 2026, the total of cash, cash equivalents and marketable securities was $ 180 million.

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

3 unchanged sentences

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):

Fair Value Measurements as of March 31, 2026:

Fair Value Measurements as of June 30, 2026:

Quoted Prices in

29 unchanged sentences

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

Fair Value Measurements as of March 31, 2026 Using:

Fair Value Measurements as of June 30, 2026 Using:

Amortized Cost

Unrealized gains

Unrealized Losses

Corporate bonds

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Fair Value Measurements as of December 31, 2025 Using:

Amortized Cost

Unrealized gains

Unrealized Losses

Corporate bonds

3 unchanged sentences

Asset-backed securities

March 31, 2026

June 30, 2026

December 31, 2025

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Property and equipment, net

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

Depreciation and amortization expense for each of the six months ended June 30, 2026 and 2025 was $ 36 thousand and $ 0.2 million respectively.

Accrued Expenses

3 unchanged sentences

Total accrued expenses

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

Project expenses include $ 7.5 million of accrued manufacturing expenses primarily related to tovecimig.

Commitments and Contingencies

5 unchanged sentences

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 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.

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 June 30, 2026 of $ 8.4 million.

The remaining lease term of the Facility lease is 4.9 years as of June 30, 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 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.

Lease costs related to the Facility were $ 0.5 million and $ 0.4 million for the three months ended June 30, 2026 and 2025, respectively and $ 1.0 million and $ 0.8 million for the six months ended June 30, 2026 and 2025, respectively.

Cash payments related to the Facility were $ 0.4 million and $ 0.2 million for the three months ended June 30, 2026 and 2025, respectively and $ 0.6 million and $ 0.5 million for the six months ended June 30, 2026 and 2025, respectively.

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

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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.

The Company made matching contributions of $ 0.1 million during each of the three-month periods ended June 30, 2026 and 2025.

The Company made matching contributions of $ 0.3 million and $ 0.2 million for the six months ended June 30, 2026 and 2025, respectively.

Stock-Based Compensation

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,

Stock-based compensation expense for the three and six months ended June 30, 2026 and 2025 was classified in the condensed consolidated statement of operations as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

General and administrative

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.

As of June 30, 2026, the remaining unrecognized stock-based compensation cost from all plans to be recognized in future periods totaled $ 45.8 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.

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

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

As of June 30, 2026, 4.8 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.

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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.

As of June 30, 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 and 2025 Inducement Plan:

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

Term (in years)

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Forfeited/canceled

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,

Outstanding at June 30, 2026

Vested at June 30, 2026

For the six months ended June 30, 2026, the weighted average grant date fair value for options granted was $ 3.71 .

The intrinsic value for options vested as of June 30, 2026, was $ 1.6 million.

As of June 30, 2026, the total unrecognized compensation cost related to outstanding options was $ 40.7 million, to be recognized over a weighted average period of 1.5 years.

For the six months ended June 30, 2025, the weighted average grant date fair value for options granted was $ 2.68 .

The intrinsic value for options vested as of June 30, 2025, was $ 2.1 million.

As of June 30, 2025, the total unrecognized compensation cost related to outstanding options was $ 19.5 million, to be recognized over a weighted average period of 1.5 years.

The weighted average assumptions used in the Black-Scholes pricing model to determine the fair value of stock options granted during the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

Expected term (in years)

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Expected dividend yield

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

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

Average Price

2 unchanged sentences

Forfeited or canceled

Unvested, March 31, 2026

Unvested, June 30, 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.

As of June 30, 2026, the remaining unrecognized compensation cost related to RSUs to be recognized in future periods totaled $ 5.1 million, which is expected to be recognized over a weighted average period of 1.6 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 March 31, 2026, all of the 2025 Pre-Funded Warrants remain outstanding.

As of June 30, 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 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,

During the three months ended June 30, 2026, basic and diluted weighted-average number of shares outstanding were 186.8 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 June 30, 2025, basic and diluted weighted-average number of shares outstanding were 138.3 million shares.

During the six months ended June 30, 2026, basic and diluted weighted-average number of shares outstanding were 186.6 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 six months ended June 30, 2025, basic and diluted weighted-average number of shares outstanding were 138.3 million shares.

The computation of diluted net loss per share for the three and six months ended June 30, 2026 excluded 25.3 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 six months ended June 30, 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 and six months ended June 30, 2026 and 2025, as they would be antidilutive:

Three Months Ended June 30,

Six Months Ended June 30,

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 quarter of 2026.

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

There were no milestone payments made during the six months ended June 30, 2026.

As of June 30, 2026, future potential milestone payments in connection with this agreement amounted to $ 2.0 million.

Segment Information

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

Three-Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development

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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 months ended March 31, 2026.

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 six months ended June 30, 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.

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Simultaneous blockade of the VEGF-A and the Notch pathways is known to turn productive angiogenesis into non-productive angiogenesis, which leads to tumor shrinkage and apoptosis.

CTX-471, is an agonistic antibody targeting a member of the tumor necrosis factor receptor superfamily member 9 (TNFRSF9), also known as CD-137, a co-stimulatory receptor which is mostly expressed on activated, but not on resting, T-cells and NK cells.

CTX-471 is an agonistic antibody targeting a member of the tumor necrosis factor receptor superfamily (TNFRSF9), also known as CD-137, a co-stimulatory receptor which is mostly expressed on activated, but not on resting, T-cells and NK cells.

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.

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

CTX-10726 is a bispecific antibody targeting PD-1 and VEGF-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

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.

Tovecimig Results in COMPANION-002 Phase 2/3 Study in the Second Line Setting for Patients with BTC

In April 2026, we announced survival and safety data from our Phase 2/3 randomized trial of tovecimig in combination with paclitaxel in patients with biliary tract cancer (“BTC”) treated in the second-line setting.

We expect feedback from the FDA in the third quarter regarding the COMPANION-002 Phase 2/3 data, prior to a potential BLA filing later this year.

The study met the primary endpoint of overall response rate (“ORR”) with 18.0% in the tovecimig combination arm compared to 5.3% in the paclitaxel control arm, including one complete response in the tovecimig arm.

In the final data analysis, the ORR improved to 18.0% (20/111 patients) in the tovecimig combination arm from a previously reported 17.1%.

One patient initially characterized as “Non-CR / Non-PD” due to target lesion characteristics was ultimately adjudicated by blinded independent central review to be a partial response.

With this change, the p-value also improved to 0.0228 compared to paclitaxel alone (vs previously reported p=0.031).

The tovecimig combination arm also demonstrated a highly statistically significant improvement versus paclitaxel alone in the secondary endpoint of median progression-free survival (PFS) of 4.7 months versus 2.6 months, providing a 56% reduction in the risk of progression (hazard ratio=0.44, p<0.0001).

Secondary endpoint analyses of overall survival (OS) were confounded by both high crossover (54%) and notably prolonged survival in crossover patients randomized to the control arm then treated with tovecimig and, therefore, did not meet statistical significance.

In July 2026, we announced data from this study has been selected for a proffered paper oral presentation at the 2026 ESMO Congress.

Tovecimig Investigator Sponsored Trials

The previously disclosed investigator sponsored trial (“IST”) of tovecimig in combination with the current first-line, standard-of-care regimen of gemcitabine, cisplatin, and durvalumab in patients with BTC (NCT06548412) is ongoing with expansion to additional sites expected.

Two additional ISTs have been initiated, including a study of tovecimig plus FOLFIRI in patients with colorectal cancer in the second line setting (NCT07662031) and a study of tovecimig plus CTX-471 in patients with glioblastoma in the second line setting (NCT07392957).

We are evaluating additional studies for tovecimig in other indications, including both ISTs and Company-sponsored studies.

CTX-8371 (PD-1 x PD-L1 bispecific) Phase 1 Expansion Cohorts Enrolling

Phase 1 cohort expansions are actively enrolling patients with triple-negative breast cancer (“TNBC”), Hodgkin lymphoma (“HL”) and non-small cell lung cancer (“NSCLC”) at two dose levels:

3.0 mg/kg and 10.0 mg/kg.

The evaluation of an RP2D for further development.

Additional data from the cohort expansions are expected in the fourth quarter of 2026.

At the ASCO Annual Meeting in May 2026, we presented data from the dose-escalation portion of this Phase 1, open-label, first-in-human study evaluating CTX-8371 in patients with metastatic or locally advanced malignancies.

15 patients completed the dose-limiting toxicity (“DLT”) evaluation period and had at least one post-baseline disease assessment in the dose escalation cohort.

There were three responses:

one patient with TNBC achieved > 90% reduction in target tumor lesions at Week 8, one patient with HL achieved a decrease in metabolic activity of target lesions at Week 24 (partial metabolic response), and one patient with NSCLC achieved complete resolution of target lesions at Week 16 after initial pseudo-progression.

At the two highest dose levels (3.0 and 10.0 mg/kg), the ORR was 33% (2 of 6 evaluable patients).

The responses at the two highest dose levels were durable:

10.5+ months for TNBC and 7.5+ months HL as of May 2026.

CTX-8371 was generally well tolerated with no DLTs.

All treatment-related adverse events were mild Grade 1 or Grade 2, with the exception of one asymptomatic Grade 3 lipase increase.

CTX-10726 (PD-1 x VEGF-A bispecific) Phase 1 Dose-Escalation Study Enrolling

The first patients have been dosed in the Phase 1 dose-escalation study of CTX-10726 with locally advanced, unresectable or metastatic renal cell carcinoma, gastroesophageal cancer, hepatocellular carcinoma, or endometrial cancer, in whom standard of care therapies have failed.

Clinical data from the dose-escalation cohort is expected in the fourth quarter of 2026.

OPERATING ACTIVITIES

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

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

Through June 30, 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 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.

Our net losses were $25.2 million and $19.9 million for the three months ended June 30, 2026 and 2025, respectively.

Our net losses were $43.5 million and $36.5 million for the six months ended June 30, 2026 and 2025, respectively.

We had an accumulated deficit of $475 million on June 30, 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 March 31, 2026, we had $195 million in cash, cash equivalents and marketable securities.

As of June 30, 2026, we had $180 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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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.

In the first six months of 2026, 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 six months 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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At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the clinical development of any future product candidates.

Our clinical development costs may vary significantly based on factors such as:

per patient trial costs;

the number of trials required for approval;

the number of sites included in the trials;

the location where the trials are conducted;

the length of time required to enroll eligible patients;

the number of patients that participate in the trials;

the number of doses that patients receive;

the drop-out or discontinuation rates of patients;

potential additional safety monitoring requested by regulatory agencies;

the duration of patient participation in the trials and follow-up;

the cost and timing of manufacturing our product candidates;

the phase of development of our product candidates;

the efficacy and safety profile of our product candidates.

The successful development and commercialization of product candidates is highly uncertain.

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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,

Comparison of the Three Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Operating expenses:

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Research and Development Expenses

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.

Research and development expenses increased by $3.2 million, or 19%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

The increase was primarily driven by $2.6 million related to non-personnel project expenses for tovecimig.

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 March 31,

Three Months Ended June 30,

Unallocated research and development expenses

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General and Administrative Expenses

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.

General and administrative expenses increased by $2.8 million, or 59%, for the three months ended June 30, 2026 as compared to the same period in 2025.

The increase was primarily due to an increase of $1.4 million of pre-commercialization expenses and an increase of $0.8 million of stock-based compensation expense.

Comparison of the Six Months Ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended June 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 $3.5 million, or 12%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

This was primarily driven by an increase of $2.5 million of stock-based compensation expense and $1.3 million of manufacturing expense.

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):

Six Months Ended June 30,

Unallocated research and development expenses

Total research and development expenses

General and Administrative Expenses

General and administrative expenses increased by $4.8 million, or 50%, for the six months ended June 30, 2026 as compared to the same period in 2025.

This was primarily driven by an increase of $1.8 million of pre-commercialization expenses, an increase of $1.3 million of personnel expenses related to commercialization and an increase of $2.1 million of 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 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.

Through June 30, 2026, we have received $568 million in gross proceeds from the sale of equity securities.

As of June 30, 2026, we had cash, cash equivalents and marketable securities of $180 million.

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash used in operating activities

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Operating Activities

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).

During the six months ended June 30, 2026, we used $32.0 million of cash in operating activities, resulting from our net loss of $43.5 million, partially offset by the change in operating assets and liabilities of $1.2 million and non-cash charges of $10.2 million (primarily from share-based compensation expense of $9.9 million).

During the six months ended June 30, 2025, we used $25.0 million of cash in operating activities, resulting from our net loss of $36.5, million partially offset by the change in operating assets and liabilities of $5.5 million and non-cash charges of $5.9 million (primarily from share-based compensation expense of $5.3 million).

Investing Activities

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.

During the six months ended June 30, 2026, $33.5 million of cash was provided by investing activities related to the net sales of marketable securities.

During the six months ended June 30, 2025, $5.2 million of cash was provided by investing activities related to the net sale of marketable securities.

Financing Activities

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.

During the six months ended June 30, 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 us for settlement of RSU shares.

During the six months ended June 30, 2025, $0.8 million of cash was used in financing activities due to taxes paid by us for settlement of RSU shares.

Future Funding Requirements

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the effect of competing technological and market developments;

the costs of continuing to grow our business, including hiring key personnel and maintain or acquiring operating space;

the costs of continuing to grow our business, including hiring key personnel and maintaining or acquiring operating space;

market acceptance of any approved product candidates, including product pricing, as well as product coverage and the adequacy of reimbursement by third-party payors;

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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.

During the six months ended June 30, 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.

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is 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 are a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (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.

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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