Corvus Pharmaceuticals, Inc. 10-Q

Item 1. Financial Statements (unaudited) 3 ​ ​ Condensed Consolidated Balance Sheets 3 ​ ​ Condensed Consolidated Statements of Operations and Comprehensive Loss 4 ​ ​ Condensed Consolidated Statements of Change in Stockholders’ Equity 5 ​ ​ Condensed Consolidated Statements of Cash Flows 6 ​ ​ Notes to Condensed Consolidated Financial Statements 7 Item 2. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. ​ Quantitative and Qualitative Disclosures About Market Risk 34 Item 4 . ​ Controls and Procedures 34 ​ ​ ​ ​ PART II — OTHER INFORMATION ​ ​ ​ ​ Item 1. ​ Legal Proceedings 35 Item 1A. ​ Risk Factors 35 Item 2. ​ Unregistered Sales of Equity Securities and Use of Proceeds 80 Item 3. ​ Defaults Upon Senior Securities 80 Item 4. ​ Mine Safety Disclosures 80 Item 5. ​ Other Information 80 Item 6. ​ Exhibits 82 ​ ​ ​ ​ SIGNATURES 83 ​ ​ ​ 2 Table of Contents PART I - FINANCIAL INFORMATION ​ Item 1. Unaudited Condensed Consolidated Financial Statements ​ CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ 2024 2023 Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 14,841 ​ $ 12,620 Marketable securities ​ 32,405 ​ 14,529 Accounts receivable - related party ​ 35 ​ 26 Prepaid and other current assets ​ 977 ​ 781 Total current assets ​ 48,258 ​ 27,956 Property and equipment, net ​ 192 ​ 236 Operating lease right-of-use asset ​ ​ 578 ​ ​ 1,149 Investment in Angel Pharmaceuticals ​ ​ 15,404 ​ ​ 16,123 Other assets ​ ​ 129 ​ ​ 89 Total assets ​ $ 64,561 ​ $ 45,553 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 1,213 ​ $ 1,525 Operating lease liability ​ ​ 700 ​ ​ 1,374 Accrued and other liabilities ​ 4,304 ​ 3,970 Warrant liability ​ ​ 7,118 ​ ​ — Total current liabilities ​ 13,335 ​ 6,869 Total liabilities ​ 13,335 ​ 6,869 Commitments and contingencies (Note 14) ​ ​ Stockholders’ equity: ​ ​ Preferred stock: $ 0.0001 par value; 10,000,000 shares authorized at June 30, 2024 and December 31, 2023; 0 shares issued and outstanding at each of June 30, 2024 and December 31, 2023 ​ ​ — ​ ​ — Common stock: $ 0.0001 par value; 290,000,000 shares authorized at June 30, 2024 and December 31, 2023; 62,551,281 and 49,038,582 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively ​ 6 ​ 5 Additional paid-in capital ​ 397,255 ​ 374,363 Accumulated other comprehensive loss ​ ( 1,355 ) ​ ( 967 ) Accumulated deficit ​ ( 344,680 ) ​ ( 334,717 ) Total stockholders’ equity ​ 51,226 ​ 38,684 Total liabilities and stockholders’ equity ​ $ 64,561 ​ $ 45,553 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 Operating expenses: ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 4,114 ​ $ 3,968 ​ $ 8,189 ​ $ 8,562 ​ General and administrative ​ 1,821 ​ 1,654 ​ 3,999 ​ 3,634 ​ Total operating expenses ​ 5,935 ​ 5,622 ​ 12,188 ​ 12,196 ​ Loss from operations ​ ( 5,935 ) ​ ( 5,622 ) ​ ( 12,188 ) ​ ( 12,196 ) ​ Interest income and other expense, net ​ 434 ​ 403 ​ 750 ​ 779 ​ Change in fair value of warrant liability ​ ​ 1,816 ​ ​ — ​ ​ 1,816 ​ ​ — ​ Sublease income - related party ​ ​ — ​ ​ — ​ ​ — ​ ​ 56 ​ Loss before equity method investment ​ ​ ( 3,685 ) ​ ​ ( 5,219 ) ​ ​ ( 9,622 ) ​ ​ ( 11,361 ) ​ Loss from equity method investment ​ ​ ( 577 ) ​ ​ ( 1,284 ) ​ ​ ( 341 ) ​ ​ ( 3,015 ) ​ Net loss ​ $ ( 4,262 ) ​ $ ( 6,503 ) ​ $ ( 9,963 ) ​ $ ( 14,376 ) ​ Net loss per share, basic and diluted ​ $ ( 0.07 ) ​ $ ( 0.14 ) ​ $ ( 0.18 ) ​ $ ( 0.31 ) ​ Shares used to compute net loss per share, basic and diluted ​ 59,710,265 ​ 47,497,414 ​ 54,374,423 ​ 47,029,396 ​ Other comprehensive loss: ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on marketable securities ​ 5 ​ ( 1 ) ​ ( 10 ) ​ 40 ​ Cumulative foreign currency translation adjustment ​ ( 85 ) ​ ( 933 ) ​ ( 378 ) ​ ( 845 ) ​ Comprehensive loss ​ $ ( 4,342 ) ​ $ ( 7,437 ) ​ $ ( 10,351 ) ​ $ ( 15,181 ) ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 4 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Income Deficit Equity Balance at December 31, 2023 ​ 49,038,582 ​ $ 5 ​ $ 374,363 ​ $ ( 967 ) ​ $ ( 334,717 ) ​ $ 38,684 Stock-based compensation expense ​ — ​ ​ — ​ ​ 689 ​ ​ — ​ ​ — ​ ​ 689 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 15 ) ​ ​ — ​ ​ ( 15 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ ( 293 ) ​ ​ — ​ ​ ( 293 ) Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,701 ) ​ ​ ( 5,701 ) Balance at March 31, 2024 ​ 49,038,582 ​ $ 5 ​ $ 375,052 ​ $ ( 1,275 ) ​ $ ( 340,418 ) ​ $ 33,364 Common stock issued in connection with registered direct offering, net ​ 13,512,699 ​ ​ 1 ​ ​ 16,404 ​ ​ — ​ ​ — ​ ​ 16,405 Pre-funded warrants issued in connection with registered direct offering, net ​ — ​ ​ — ​ ​ 5,031 ​ ​ — ​ ​ — ​ ​ 5,031 Stock-based compensation expense ​ — ​ ​ — ​ ​ 768 ​ ​ — ​ ​ — ​ ​ 768 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ 5 ​ ​ — ​ ​ 5 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ ( 85 ) ​ ​ — ​ ​ ( 85 ) Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 4,262 ) ​ ​ ( 4,262 ) Balance at June 30, 2024 ​ 62,551,281 ​ $ 6 ​ $ 397,255 ​ $ ( 1,355 ) ​ $ ( 344,680 ) ​ $ 51,226 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Income Deficit Equity Balance at December 31, 2022 ​ 46,553,511 ​ $ 5 ​ $ 364,361 ​ $ ( 563 ) ​ $ ( 307,688 ) ​ $ 56,115 Common stock issued on exercise of stock options ​ 15,000 ​ ​ — ​ ​ 4 ​ ​ — ​ ​ — ​ ​ 4 Stock-based compensation expense ​ — ​ ​ — ​ ​ 492 ​ ​ — ​ ​ — ​ ​ 492 Unrealized gain on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ 41 ​ ​ — ​ ​ 41 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 88 ​ ​ — ​ ​ 88 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,873 ) ​ ​ ( 7,873 ) Balance at March 31, 2023 ​ 46,568,511 ​ $ 5 ​ $ 364,857 ​ $ ( 434 ) ​ $ ( 315,561 ) ​ $ 48,867 Stock-based compensation expense ​ — ​ ​ — ​ ​ 537 ​ ​ — ​ ​ — ​ ​ 537 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ ​ ( 1 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ ( 933 ) ​ ​ — ​ ​ ( 933 ) Issuance of common stock in connection with at-the-market offering, net ​ 2,329,851 ​ ​ — ​ ​ 7,516 ​ ​ — ​ ​ — ​ ​ 7,516 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 6,503 ) ​ ​ ( 6,503 ) Balance at June 30, 2023 ​ 48,898,362 ​ $ 5 ​ $ 372,910 ​ $ ( 1,368 ) ​ $ ( 322,064 ) ​ $ 49,483 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ June 30, ​ ​ 2024 2023 Cash flows from operating activities ​ ​ ​ ​ Net loss ​ $ ( 9,963 ) ​ $ ( 14,376 ) ​ Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ Depreciation and amortization ​ 44 ​ 93 ​ Accretion related to marketable securities ​ ( 375 ) ​ ( 522 ) ​ Stock-based compensation ​ 1,457 ​ 1,029 ​ Change in fair value of warrant liability ​ ( 1,816 ) ​ — ​ Loss from equity method investment ​ 341 ​ 3,015 ​ Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable - related party ​ ( 9 ) ​ 588 ​ Prepaid and other current assets ​ ( 196 ) ​ ( 120 ) ​ Operating lease right-of-use asset ​ ​ 571 ​ ​ 526 ​ Other assets ​ ​ ( 40 ) ​ ​ — ​ Accounts payable ​ ( 312 ) ​ 122 ​ Accrued and other liabilities ​ 334 ​ ( 3,087 ) ​ Operating lease liability ​ ​ ( 674 ) ​ ​ ( 602 ) ​ Net cash used in operating activities ​ ( 10,638 ) ​ ( 13,334 ) ​ Cash flows from investing activities ​ ​ ​ Purchases of marketable securities ​ ( 30,922 ) ​ ( 33,808 ) ​ Maturities of marketable securities ​ 13,411 ​ 34,155 ​ Purchases of property and equipment ​ — ​ ( 34 ) ​ Net cash (used in) provided by investing activities ​ ( 17,511 ) ​ 313 ​ Cash flows from financing activities ​ ​ ​ Proceeds from issuance of common stock, net (includes $ 1,794 in aggregate gross proceeds from related parties for the six months ended June 30, 2024) ​ 16,405 ​ — ​ Proceeds from issuance of pre-funded warrants, net (includes $ 1,769 in aggregate gross proceeds from related parties for the six months ended June 30, 2024) ​ 5,031 ​ — ​ Proceeds from issuance of common warrants (includes $ 1,472 in aggregate gross proceeds from related parties for the six months ended June 30, 2024) ​ 8,934 ​ — ​ Proceeds from issuance of common stock in connection with at-the-market offering, net ​ ​ — ​ ​ 7,516 ​ Proceeds from exercise of common stock options ​ — ​ 4 ​ Net cash provided by financing activities ​ 30,370 ​ 7,520 ​ Net decrease in cash and cash equivalents ​ 2,221 ​ ( 5,501 ) ​ Cash and cash equivalents at beginning of the period ​ 12,620 ​ 13,159 ​ Cash and cash equivalents at end of the period ​ $ 14,841 ​ $ 7,658 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ ​ ​ 6 Table of Contents CORVUS PHARMACEUTICALS, INC. ​ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) ​ 1. Organization ​ Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”) was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical-stage biopharmaceutical company. The Company’s operations are located in Burlingame, California. ​ Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Corvus Biopharmaceuticals, Ltd. and Corvus Hong Kong Limited. All intercompany accounts and transactions have been eliminated from the condensed consolidated financial statements. ​ Initial Public Offering ​ On March 22, 2016, the Company’s registration statement on Form S-1 (File No. 333-208850) relating to its initial public offering (“IPO”) of its common stock was declared effective by the Securities and Exchange Commission (“SEC”) and the shares of its common stock began trading on the Nasdaq Global Market on March 23, 2016. The public offering price of the shares sold in the IPO was $ 15.00 per share. The IPO closed on March 29, 2016, pursuant to which the Company sold 4,700,000 shares of its common stock. On April 26, 2016, the Company sold an additional 502,618 shares of its common stock to the underwriters upon partial exercise of their over-allotment option, at the initial offering price of $ 15.00 per share. The Company received aggregate net proceeds of approximately $ 70.6 million, after underwriting discounts, commissions and offering expenses. Immediately prior to the consummation of the IPO, all outstanding shares of our redeemable convertible preferred stock were converted into common stock. ​ Follow-on Public Offerings ​ In March 2018, the Company completed a follow-on public offering in which the Company sold 8,117,647 shares of common stock at a price of $ 8.50 per share, which included 1,058,823 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $ 64.9 million, net of underwriting discounts and commissions and offering expenses payable by the Company. ​ In February 2021, the Company completed a follow-on public offering in which the Company sold 9,783,660 shares of common stock at a price of $ 3.50 per share, which included 1,212,231 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $ 32.0 million, net of underwriting discounts and commissions and offering expenses. ​ Registered Direct Offering ​ On May 6, 2024, the Company completed a registered direct offering which resulted in gross proceeds of approximately $ 30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7311 per share. The common warrants have an exercise price of $ 3.50 per share of common stock (or $ 3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025. The pre-funded warrants have an exercise price of $ 0.0001 and are exercisable any time after the date of the issuance, subject to certain ownership limitations. 7 Table of Contents ​ Liquidity ​ The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Since commencing operations in 2014, the majority of the Company’s efforts have been focused on the research and development of soquelitinib, ciforadenant and mupadolimab. The Company believes that it will continue to expend substantial resources for the foreseeable future as it continues clinical development of, seek regulatory approval for and, if approved, prepare for the commercialization of soquelitinib, ciforadenant and mupadolimab, as well as product candidates under the Company’s other development programs. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, the Company may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of soquelitinib, ciforadenant and mupadolimab or any other product candidates. The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $ 344.7 million as of June 30, 2024. The Company has historically financed its operations primarily through the sale of common stock and redeemable convertible preferred stock. As of June 30, 2024, the Company had cash, cash equivalents and marketable securities of $ 47.2 million. Management believes that the Company’s current cash, cash equivalents and short-term marketable securities will be sufficient to fund its planned operations for at least the next 12 months from the date of the issuance of these condensed consolidated financial statements. To fund the Company's planned operations, the Company will need to raise additional capital in the future. The Company intends to raise additional capital through private and public equity offerings, debt financings, and potential future collaboration, license and development agreements. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms acceptable or at all. If the Company is unsuccessful in its efforts to raise additional capital or if sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate one or more of its development programs, out-license intellectual property rights to its product candidates and sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition or its ability to fund its obligations on a timely basis or at all. Failure to manage discretionary spending or raise additional capital, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. ​ 2. Summary of Significant Accounting Policies ​ Basis of Presentation ​ The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. ​ Unaudited Interim Financial Information ​ The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for fair statement of the condensed consolidated financial statements presented. 8 Table of Contents ​ The condensed consolidated balance sheet as of December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2024. ​ Use of Estimates ​ The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates. ​ Investments in Equity Securities The Company uses the equity method of accounting for its equity investment if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income (loss) resulting from the equity method investment is reported under the line item captioned “income (loss) from equity method investment” in the Condensed Consolidated Statements of Operations and Comprehensive Loss and the carrying value of the equity method investments is reported under the line captioned “Investment in Angel Pharmaceuticals” in the Condensed Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and the foreign currency translation adjustment as applicable. For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under ASC 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity's reporting currency. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. ​ See Note 5, “Equity Method Investment,” for further information. ​ Concentrations of Credit Risk and Other Risks and Uncertainties ​ Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities. ​ The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and 9 Table of Contents gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. ​ Segments ​ Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment, that of the development of and commercialization of precisely targeted oncology and immune-mediated therapies. ​ Warrants ​ The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. ​ Warrants that meet all of the criteria for equity classification are required to be recorded as a component of additional paid-in capital at the time of issuance, or when the conditions for equity classification are met, and are not remeasured. Warrants that do not meet the required criteria for equity classification are classified as liabilities. The Company adjusts such warrants to fair value at each reporting period until the warrants are exercised or expire. Any change in fair value is recognized in the Company’s statements of operations and comprehensive loss. ​ Significant Accounting Policies ​ The Company’s significant accounting policies are described in Note 2 to its condensed consolidated financial statements for the year ended December 31, 2023, included in its Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2024 from those discussed in our Form 10-K. ​ 10 Table of Contents Recent Accounting Pronouncements ​ In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU. ​ In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard “for annual financial statements that have not yet been issued or made available for issuance.” As adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of this ASU but does not expect any material impacts upon adoption. ​ ​ 3. Net Loss per Share ​ The following table shows the calculation of net loss per share (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 Numerator: ​ ​ ​ ​ ​ ​ ​ Net loss - basic and diluted ​ $ ( 4,262 ) ​ $ ( 6,503 ) ​ $ ( 9,963 ) ​ $ ( 14,376 ) ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding used to compute basic and diluted net loss per share ​ 59,710,265 ​ 47,497,414 ​ 54,374,423 ​ 47,029,396 ​ Net loss per share, basic and diluted ​ $ ( 0.07 ) ​ $ ( 0.14 ) ​ $ ( 0.18 ) ​ $ ( 0.31 ) ​ ​ Weighted average common shares outstanding for the six months ended June 30, 2024 includes 4,144,085 shares of common stock issuable upon the conversion of pre-funded warrants described in Note 8. ​ The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 Common warrants ​ 17,089,436 — ​ 17,089,436 — ​ Outstanding options ​ 9,690,400 7,740,840 ​ 9,690,400 7,740,840 ​ ​ ​ 4. Fair Value Measurements ​ Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those 11 Table of Contents inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: ​ ● Level 1—Quoted prices in active markets for identical assets or liabilities ​ ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ​ ● Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability ​ There have been no transfers of assets and liabilities between levels of hierarchy. ​ The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs. ​ Financial Assets ​ The following tables present information as of June 30, 2024 and December 31, 2023 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ ​ Fair Value Measured Using ​ Total ​ (Level 1) (Level 2) (Level 3) Balance Assets ​ ​ ​ ​ Cash equivalents ​ $ 14,419 ​ $ — ​ $ — ​ $ 14,419 Marketable securities ​ 28,065 ​ 4,340 ​ — ​ 32,405 ​ ​ $ 42,484 ​ $ 4,340 ​ $ — ​ $ 46,824 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Fair Value Measured Using ​ Total ​ (Level 1) (Level 2) (Level 3) Balance Assets ​ ​ ​ ​ Cash equivalents ​ $ 12,280 ​ $ — ​ $ — ​ $ 12,280 Marketable securities ​ ​ 10,356 ​ 4,173 ​ — ​ 14,529 ​ ​ $ 22,636 ​ $ 4,173 ​ $ — ​ $ 26,809 ​ As of June 30, 2024, all marketable securities had a maximum remaining maturity of less than two years . ​ 12 Table of Contents As of June 30, 2024 and December 31, 2023, the fair value of available for sale marketable securities by type of security were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 28,060 ​ $ 6 ​ $ ( 1 ) ​ $ 28,065 U.S. Government agency securities ​ ​ 4,340 ​ ​ — ​ ​ — ​ ​ 4,340 ​ ​ $ 32,400 ​ $ 6 ​ $ ( 1 ) ​ $ 32,405 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 10,348 ​ $ 8 ​ $ — ​ $ 10,356 U.S. Government agency securities ​ ​ 4,166 ​ ​ 7 ​ ​ — ​ ​ 4,173 ​ ​ $ 14,514 ​ $ 15 ​ $ — ​ $ 14,529 ​ ​ ​ ​ Financial Liabilities ​ The following tables present information as of June 30, 2024 about the Company’s liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2024 ​ ​ Fair Value Measured Using ​ Total ​ (Level 1) (Level 2) (Level 3) Balance Warrant liability ​ $ — ​ $ — ​ $ 7,118 ​ $ 7,118 ​ The Company had no financial liabilities as of December 31, 2023. ​ During the six months ended June 30, 2024, the changes in the Company’s warrant liability were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants Warrant liability balance as of December 31, 2023 ​ $ — Issuance of warrants ​ ​ 8,934 Change in fair value ​ ​ ( 1,816 ) Warrant liability balance as of June 30, 2024 ​ $ 7,118 ​ The Company uses the Black-Scholes pricing model to determine the fair value of its warrant liabilities using Level 3 inputs. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. ​ 13 Table of Contents The key inputs into valuation models used to estimate the fair value of the warrant liabilities as of May 6, 2024, the issuance date, and as of June 30, 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ May 6, ​ ​ ​ ​ ​ ​ 2024 ​ ​ June 30, ​ ​ (Date of ​ ​ 2024 ​ ​ Issuance) ​ Risk-free interest rate ​ 5.1 % ​ ​ 5.1 % Expected volatility ​ 104.2 % ​ ​ 104.4 % Expected term (in years) ​ 1.0 ​ ​ ​ 1.2 ​ Share price $ 1.82 ​ ​ $ 1.91 ​ ​ ​ ​ ​ ​ 5. Equity Method Investment Angel Pharmaceuticals Co. Ltd. (“Angel”) is a corporate venture in the People’s Republic of China designed to develop, manufacture, and commercialize soquelitinib, ciforadenant and mupadolimab compounds for distribution within the countries of China, Taiwan, Macao, and Hong Kong based on intellectual property licenses to be contributed to Angel by the Company. As of June 30, 2024 and December 31, 2023, the Company’s ownership interest in Angel was approximately 49.7 %, excluding 7 % of Angel’s equity reserved for issuance under the Angel Employee Stock Ownership Plan, and is accounted for as an equity method investment. The Company recognized its share of income/loss in Angel for the total amount of $ 0.6 million and $ 0.3 million as loss from equity method investment in the condensed consolidated statement of operations for the three and six months ended June 30, 2024, respectively. Summary Financial Information Summary financial information for Angel Pharmaceuticals is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ As of Balance Sheet Data June 30, 2024 ​ December 31, 2023 ​ (in thousands) Current assets ​ $ 16,205 ​ $ 17,628 Non-current assets ​ 1,192 ​ 1,427 Current liabilities ​ 1,028 ​ 1,725 Non-current liabilities ​ 531 ​ 648 Stockholders' equity ​ ​ 15,838 ​ ​ 16,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ Statement of Operations Data 2024 ​ 2023 ​ 2024 ​ 2023 ​ ​ (in thousands) ​ Revenue ​ $ — ​ $ — ​ $ — ​ $ — ​ Gross Profit ​ — ​ — ​ — ​ — ​ Net income (loss) ​ ​ ( 677 ) ​ ​ ( 1,620 ) ​ ​ ( 432 ) ​ ​ ( 3,549 ) ​ Share of loss from investments accounted for using the equity method ​ ( 577 ) ​ ( 1,284 ) ​ ( 341 ) ​ ( 3,015 ) ​ ​ ​ 14 Table of Contents 6. License and Collaboration Agreements ​ Scripps Licensing Agreement ​ In December 2014, the Company entered into a license agreement with The Scripps Research Institute (“Scripps”), pursuant to which it was granted a non-exclusive, world-wide license for all fields of use under Scripps’ rights in certain know-how and technology related to a mouse hybridoma clone expressing an anti-human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma, from which we developed mupadolimab. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march-in rights granted to the U.S. government. ​ Upon execution of the agreement, the Company made a one-time cash payment to Scripps of $ 10,000 and is also obligated to pay a minimum annual fee to Scripps of $ 25,000 . The first minimum annual fee payment is due on each anniversary of the effective date of the agreement and will be due on each subsequent anniversary of the effective date for the term of the agreement. The Company is also required to make performance-based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $ 2.6 million. The Company is also required to pay royalties on net sales of licensed products (including mupadolimab) sold by it, its affiliates and its sublicensees at a rate in the low-single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made. ​ The Company’s license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company’s license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product-by-product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period. ​ Vernalis Licensing Agreement ​ In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited (“Vernalis”), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including ciforadenant. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $ 1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. In February 2017, the Company made a milestone payment of $ 3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent ciforadenant in the Company’s Phase 1/1b clinical trial. During the six months ended June 30, 2024, no clinical or regulatory milestones were completed or paid to Vernalis and the aggregate potential milestone payments were approximately $ 220 million for all indications as of June 30, 2024. The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product by product and country by country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid single digits up to the low double digits on a country by country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country by country basis 15 Table of Contents and range from the low single digits up to the mid single digits on a country by country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period. ​ The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product-by-product and country-by-country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid-single digits up to the low-double digits on a country-by-country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country-by-country basis and range from the low-single digits up to the mid-single digits on a country-by-country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period. ​ The agreement will expire on a product-by-product and country-by-country basis upon the expiration of the Company’s payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event. ​ Monash License Agreement In April 2017, the Company entered into a license agreement with Monash University (Monash), pursuant to which the Company was granted an exclusive, sublicensable worldwide license under certain know-how, patent rights and other intellectual property rights controlled by Monash to research, develop, and commercialize certain antibodies directed to CXCR2 for the treatment of human diseases. Upon execution of the agreement, the Company made a one time cash payment to Monash of $ 275,000 and reimbursed Monash for certain patent prosecution costs incurred prior to execution of the agreement. The Company recorded these payments as research and development expenses for the year ended December 31, 2017. The Company is also obligated to pay an annual license maintenance fee to Monash of $ 25,000 until a certain development milestone is met with respect to the licensed product, after which no further maintenance fee will be due. The Company is also required to make development and sales milestone payments to Monash with respect to the licensed products. During the six months ended June 30, 2024 and 2023, no development or sales milestones were completed or paid to Monash and the aggregate potential milestones were $ 45.1 million as of June 30, 2024. The Company is also required to pay to Monash tiered royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate ranging in the low single digits. In addition, should the Company sublicense its rights under the agreement, the Company has agreed to pay a percentage of sublicense revenue received at specified rates that are currently at low double digit percentages and decrease to single digit percentages based on the achievement of development milestones. The term of the Company’s agreement with Monash continues until the expiration of its obligation to pay royalties to Monash thereunder. The license agreement is terminable at will by the Company upon providing 30 days written notice to Monash, or by either party for material breaches by the other party. In addition, Monash may terminate the entire agreement or convert the license to a non-exclusive license if the Company has materially breached its obligation to use commercially reasonable efforts to develop and commercialize a licensed product, subject to a specified notice and cure mechanism. 16 Table of Contents 7. Balance Sheet Components (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 2023 Prepaid and Other Current Assets ​ ​ ​ ​ ​ ​ ​ Interest receivable ​ $ 87 ​ $ 37 ​ Prepaid research and development manufacturing expenses ​ ​ 146 ​ ​ 149 ​ Prepaid facility expenses ​ ​ 196 ​ ​ 196 ​ Prepaid insurance ​ ​ 308 ​ ​ 179 ​ Other ​ 240 ​ 220 ​ ​ ​ $ 977 ​ $ 781 ​ Property and Equipment ​ ​ ​ ​ ​ ​ ​ Laboratory equipment ​ $ 2,537 ​ $ 2,678 ​ Computer equipment and purchased software ​ 171 ​ 171 ​ Leasehold improvements ​ 2,084 ​ 2,084 ​ ​ ​ 4,792 ​ 4,933 ​ Less: accumulated depreciation and amortization ​ ( 4,600 ) ​ ( 4,697 ) ​ ​ ​ $ 192 ​ $ 236 ​ Accrued and Other Liabilities ​ ​ ​ ​ ​ ​ ​ Accrued clinical trial expense ​ $ 2,591 ​ $ 2,302 ​ Accrued manufacturing expense ​ 478 ​ 675 ​ Personnel related ​ 683 ​ 684 ​ Accrued legal and accounting ​ ​ 322 ​ ​ 64 ​ Other ​ 230 ​ 245 ​ ​ ​ $ 4,304 ​ $ 3,970 ​ ​ During the three months ended June 30, 2024 and 2023, the Company recorded approximately $ 21,000 and $ 36,000 in depreciation expense, respectively, and during the six months ended June 30, 2024 and 2023, the Company recorded approximately $ 44,000 and $ 93,000 in depreciation expense, respectively. 8. Warrants ​ On May 6, 2024, the company completed a registered direct offering in which the Company sold an aggregate of 13,512,699 shares of common stock and common warrants to purchase up to 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share and common warrant, and pre-funded warrants to purchase up to 4,144,085 shares of common stock and common warrants to purchase up to 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof), at a combined offering price of $ 1.7311 per share underlying each pre-funded warrant and common warrant, which equals the offering price per share and common warrant less the $ 0.0001 exercise price per share of the pre-funded warrants. ​ The pre-funded warrants have an exercise price per share of common stock equal to $ 0.0001 per share. The exercise price and the number of shares of common stock issuable upon exercise of the pre-funded warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The pre-funded warrants are exercisable at any time after the date of issuance. In accordance with accounting guidance discussed in Note 2, the Company recorded $ 5.0 million to additional paid-in capital upon issuance of the pre-funded warrants on May 6, 2024. As of June 30, 2024, none of the pre-funded warrants have been exercised. ​ The common warrants have an exercise price per share of common stock equal to $ 3.50 per share (or $ 3.4999 per pre-funded warrant). The exercise price and the number of shares of common stock (or pre-funded warrants in lieu thereof) issuable upon exercise of the common warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The common warrants are exercisable at any time after the date of issuance and will expire on June 30, 17 Table of Contents 2025. In accordance with accounting guidance discussed in Note 2, the Company recorded $ 8.9 million to warrant liability upon issuance of the common warrants on May 6, 2024 and recorded a change in fair value of warrant liability of $ 1.8 million to other income in its condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2024. The value of the common warrant upon issuance on May 6, 2024 has been included within the cash flows from financing activities. As of June 30, 2024, none of the common warrants have been exercised and the Company’s warrant liability was $ 7.1 million. ​ ​ 9. Common Stock ​ As of June 30, 2024, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock. ​ Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of June 30, 2024, no dividends on common stock had been declared. ​ On March 28, 2023, the Company entered into an open market sale agreement (the “2023 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $ 90.0 million, through an at-the-market equity offering program under which Jefferies will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the 2023 Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services equal to 3.0 % of the gross proceeds of any shares of common stock sold through Jefferies under the 2023 Sales Agreement. ​ On May 1, 2024, the Company amended the 2023 Sales Agreement to decrease the aggregate gross sales proceeds that may be sold pursuant to the 2023 Sales Agreement from $ 90.0 million to $ 8.2 million, which decreased the amount available for sale to $ 100,000 . During the six months ended June 30, 2024, the Company did not sell any shares of common stock under its at-the-market offering program. As of June 30, 2024, $ 100,000 remained available for sale under the 2023 Sales Agreement. ​ The Company has reserved shares of common stock for issuance as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2024 2023 Pre-funded warrants 4,144,085 ​ — Outstanding common warrants ​ 17,089,436 ​ — ​ Shares available for future option grants ​ 5,132,693 ​ 3,617,943 ​ Outstanding options 9,690,400 ​ 9,244,150 Shares reserved for employee stock purchase plan 400,000 ​ 400,000 Total 36,456,614 ​ 13,262,093 ​ ​ 10. Stock Option Plans ​ In February 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years . The 2014 Plan provides that grants must be at an exercise price of 100 % of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. ​ In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the “2016 Plan”), became effective. Under the 2016 Plan, incentive stock options, non-statutory stock options, stock purchase rights and other stock-based awards may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the 18 Table of Contents provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years . The 2016 Plan provides that grants must be at an exercise price of 100 % of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares. ​ Activity under the Company’s stock option plans is set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ ​ ​ Weighted ‑ ​ ​ Shares ​ ​ ​ Average ​ ​ Available ​ Number of ​ Exercise ​ for Grant Options Price Balance at December 31, 2023 3,617,943 9,244,150 ​ $ 4.17 Additional shares authorized 1,961,000 — ​ — Options granted ( 525,000 ) 525,000 ​ 2.26 Options forfeited 78,750 ( 78,750 ) ​ 1.84 Balance at June 30, 2024 5,132,693 9,690,400 ​ $ 4.08 ​ ​ ​ ​ ​ ​ ​ 11. Stock-Based Compensation ​ The Company’s results of operations include expenses relating to employee and non-employee stock-based awards as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2024 2023 2024 2023 Research and development ​ $ 229 ​ $ 184 ​ $ 449 ​ $ 376 ​ General and administrative ​ 539 ​ 353 ​ 1,008 ​ 653 ​ Total ​ $ 768 ​ $ 537 ​ $ 1,457 ​ $ 1,029 ​ ​ ​ 12. Income Taxes ​ During the six months ended June 30, 2024 and 2023, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items. The Company continues to maintain a full valuation allowance against its net deferred tax assets. ​ ​ 13. Facility Lease ​ In January 2015, the Company signed an initial operating lease, effective February 1, 2015 for 8,138 square feet of office and laboratory space with a one year term. Between January 2015 and September 2021, the Company entered into a series of lease amendments to increase the amount of leased space to 27,280 square feet and extend the expiration of the lease to January 2025. The lease agreement includes annual rent escalations. Under the lease and subsequent amendments, the landlord provided approximately $ 1.9 million in free rent and lease incentives. The Company records rent expense on a straight-line basis over the effective term of the lease, including any free rent periods and incentives. As the interest rate implicit in lease arrangements is typically not readily available, in calculating the present value of the lease payments, the Company has utilized its incremental borrowing rate, which was determined based on the prevailing market rates for collateralized debt with maturity dates commensurate with the term of its lease. The Company’s facility lease is a net lease, as the non-lease components (i.e. common area maintenance) are paid separately from rent based on 19 Table of Contents actual costs incurred. Therefore, the non-lease components were not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. ​ As of June 30, 2024 and December 31, 2023, the right-of-use asset under operating lease was $ 0.6 million and $ 1.1 million, respectively. The elements of lease expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ Statements of operations and June 30, ​ June 30, ​ ​ comprehensive loss location ​ 2024 2023 2024 2023 Costs of operating lease ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ Research and development, General and administrative ​ $ 306 ​ $ 306 ​ $ 615 ​ $ 612 Costs of non-lease components (previously common area maintenance) ​ Research and development, General and administrative ​ ​ 115 ​ ​ 85 ​ ​ 242 ​ ​ 196 Total operating lease cost ​ ​ ​ $ 421 ​ $ 391 ​ $ 857 ​ $ 808 Other Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows used for operating lease ​ ​ ​ $ 473 ​ $ 460 ​ $ 946 ​ $ 919 Remaining lease term ​ ​ ​ 0.6 years ​ 1.6 years ​ 0.6 years ​ 1.6 years Discount rate ​ ​ ​ 8.0 % ​ 8.0 % ​ 8.0 % ​ 8.0 % ​ As of June 30, 2024, minimum rental commitments under this lease were as follows (in thousands): ​ ​ ​ ​ ​ Year Ended December 31 (in thousands) ​ ​ 2024* ​ $ 717 Total lease payments ​ 717 Less: imputed interest ​ ​ ( 17 ) Total $ 700 * Remainder of the year ​ As of December 31, 2023, minimum rental commitments under this lease were as follows (in thousands): ​ ​ ​ ​ ​ Year Ended December 31 (in thousands) ​ ​ 2024 ​ $ 1,434 Total lease payments ​ 1,434 Less: imputed interest ​ ​ ( 60 ) Total $ 1,374 ​ ​ ​ ​ ​ ​ ​ 14. Commitments and Contingencies In August 2015, the Company entered into an agreement for a line of credit of $ 0.1 million for the purpose of issuing its landlord a letter of credit of $ 0.1 million as a security deposit under its facility lease. The Company pledged money market funds and marketable securities as collateral for the line of credit. For further discussion of the Company’s facility lease agreement, see Note 13. ​ Pursuant to the Company’s license agreements with each of Vernalis, Scripps and Monash, it has obligations to make future milestone and royalty payments to these parties, respectively. However, because these amounts are contingent, they have not been included on the Company’s balance sheet. For further discussion of the Vernalis, Scripps and Monash licensing agreements, see Note 6. ​ 20 Table of Contents Indemnifications ​ In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. There have been no claims to date and the Company has a directors and officers insurance policy that may enable it to recover a portion of any amounts paid for future claims. ​ Legal Proceedings ​ The Company is not a party to any material legal proceedings. 15. Related Party Transactions ​ On May 6, 2024, the Company closed a registered direct offering which resulted in gross proceeds of approximately $ 30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7311 per share. The common warrants have an exercise price of $ 3.50 per share of common stock (or $ 3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire on June 30, 2025. The pre-funded warrants have an exercise price of $ 0.0001 and are exercisable anytime after the date of the issuance, subject to certain ownership limitations. ​ As part of the registered direct offering, the following number of shares of common stock, pre-funded warrants and common warrants were sold to related parties: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Number of Number of ​ Aggregate ​ ​ ​ Shares of ​ Pre-Funded ​ Common ​ Purchase ​ Common Stock Warrants Warrants Price OrbiMed Advisors LLC (1) ​ ​ — ​ ​ 1,444,085 ​ ​ 1,397,684 ​ $ 2,499,856 Puissance Capital Management (2) ​ ​ 866,451 ​ ​ — ​ ​ 838,610 ​ ​ 1,500,000 Richard A. Miller, M.D. (3) ​ ​ 577,634 ​ ​ — ​ ​ 559,073 ​ ​ 1,000,000 William B. Jones, Ph.D. (4) ​ ​ 20,001 ​ ​ — ​ ​ 19,358 ​ ​ 34,624 (1) Peter Thompson, M.D., a member of our Board of Directors since November 2014, is a Private Equity Partner at OrbiMed Advisors, LLC. (2) Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49.7 % ownership interest, is the founder of Puissance Capital Management. (3) Richard A. Miller, M.D. is the Company’s President, Chief Executive Officer and Chairman of the Board. (4) William B. Jones, Ph.D. is the Company’s Senior Vice President, Pharmaceutical Development. ​ The Company holds a 49.7 % ownership in Angel Pharmaceuticals Co. Ltd., a corporate venture in the People’s Republic of China, and, in connection with intellectual property licensing agreements between the Company and Angel Pharmaceuticals, the Company provides operational support and clinical drug supplies to Angel Pharmaceuticals. Third- 21 Table of Contents party and internal personnel costs incurred by the Company are billed to Angel Pharmaceuticals in the period incurred and recorded as an offset to expenses. During the six months ended June 30, 2024 and 2023, the Company billed Angel for approximately $ 9,000 and $ 48,000 , respectively, in third-party party costs. As of June 30, 2024 and December 31, 2023, the Company had approximately $ 35,000 and $ 26,000 , respectively, in accounts receivable – related party due from Angel Pharmaceuticals. ​ In addition to the provision of clinical supplies to Angel Pharmaceuticals, Angel Pharmaceuticals may provide clinical supplies or research services to the Company on an as needed basis. These costs are recorded as research and development expense. During the six months ended June 30, 2023, Angel Pharmaceuticals billed the Company for approximately $ 0.2 million in research services and there were no transactions during the six months ended June 30, 2024. ​ In August 2021, the Company entered into an agreement to sublease 7,585 square feet of its office and laboratory space in Burlingame, California to Angel Pharmaceuticals. Pursuant to the sublease, rent was due monthly and was subject to scheduled annual increases and Angel Pharmaceuticals was responsible for certain operating expenses and taxes throughout the life of the sublease. The sublease expired in January 2023. Sublease income was recognized on a straight-line basis as other income in our condensed consolidated statements of operations. During the six months ended June 30, 2023, the Company recognized approximately $ 0.1 million of sublease income. ​ In July 2021, Linda S. Grais, M.D., J.D., a member of the Company’s Board of Directors, was appointed as a non-executive member of the Board of Directors of ICON plc (“ICON”), effective upon completion of ICON’s acquisition of PRA Health Sciences, Inc. ICON is a clinical research organization and provides services to support the Company’s clinical trials. During the six months ended June 30, 2024 and 2023, the Company recorded approximately $ 155,000 and $ 184,000 , respectively, in clinical trial expenses under its agreements with ICON. ​ ​ ​ ​ 22 Table of Contents