What changed in this filing

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Item 9A. Controls and Procedures

2025-11-19 compared with 2024-11-27 · 127 added, 75 removed, 851 unchanged (19% of the section changed)

2 unchanged sentences

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer, or "PEO") and Vice President, Finance (Principal Financial Officer or "PFO"), as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company's are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

In connection with the preparation of this Form 10-K, as of September 30, 2024, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2024.

In connection with the preparation of this Form 10-K, as of September 30, 2025, an evaluation was performed under the supervision and with the participation of our management, including the PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2025.

These conclusions were communicated to the Audit Committee.

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OTHER INFORMATION

During the fourth quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted , modified , or terminated a Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.

Certification of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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November 19, 2025

Chief Financial and Administrative Officer

(Principal Financial and

Accounting Officer)

Vice President, Finance

(Principal Financial Officer)

November 19, 2025

/s/ Kathleen S.

Executive Director of Accounting, Controller

(Principal Accounting Officer)

November 19, 2025

/s/ Bruce L.A.

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Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period.

The principal considerations for our determination that performing procedures relating to research and development and pharmaceutical drug manufacturing accruals is a critical audit matter are the significant judgment by management in developing the accrual estimates, as the estimates are based on a number of factors, including management’s knowledge of the research and development programs and pharmaceutical drug manufacturing activities and associated timelines, invoicing to date, and the provisions in the contracts, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures

and evaluating management’s significant assumptions related to progress towards completion of the research and development programs and pharmaceutical drug manufacturing activities.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

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Additional paid-in capital

Accumulated other comprehensive gain (loss)

Accumulated other comprehensive (loss) gain

Accumulated deficit

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Years Ended September 30,

Other comprehensive income (loss):

Net unrealized gains (losses) on marketable securities

Total other comprehensive income (loss)

Other comprehensive (loss) income:

Net unrealized (loss) gain on marketable securities

Total other comprehensive (loss) income

Comprehensive loss

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Stock-based compensation expense

Other comprehensive loss

Other comprehensive income

Balances at September 30, 2023

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Stock-based compensation expense

Other comprehensive income

Other comprehensive loss

Balances at September 30, 2025

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Depreciation and amortization expense

Non-cash interest expense associated with the sale of future royalties

Non-cash interest associated with the sale of future royalties

Non-cash royalty revenue

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Payments for settlement of share-based awards

Net cash provided by (used in) financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

Net cash (used in) provided by financing activities

Net (decrease) increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

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Cash received from tenant improvement allowances

Supplemental disclosure of noncash information:

Cash received from income tax refund

Supplemental disclosure of non-cash information:

Purchases of fixed assets included in accounts payable and

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The Company discovered glecaprevir, the second of two antiviral protease inhibitors discovered and developed through its collaboration with AbbVie for the treatment of chronic infection with hepatitis C virus, or HCV.

Glecaprevir is co-formulated as part of AbbVie’s leading brand of direct-acting antiviral, or DAA, combination treatment for HCV, which has been marketed under the tradenames MAVYRET ® (U.S.) and MAVIRET ® (ex-U.S.) (glecaprevir/pibrentasvir) since 2017.

MAVYRET ® was also approved as the first and only treatment for acute HCV infection in June 2025.

The Company is subject to many of the risks common to companies in the biotechnology industry, including but not limited to, the uncertainties of research and development, competition from technological innovations of others, dependence on collaborative arrangements, protection of proprietary technology, dependence on key personnel and compliance with government regulation.

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The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Certain prior period amounts have been reclassified to conform to the current year presentation.

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

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Restricted Cash

As of September 30, 2024 and 2023 , the Company had outstanding letters of credit collateralized by a money market account totaling $ 3,968 , to the benefit of the landlord of the Company’s building leases.

A total of $ 608 is classified as short-term restricted cash and $ 3,360 is classified as long-term restricted cash as of September 30, 2024 based on the lease term end date of the Company's facility lease agreements.

As of September 30, 2023 , $ 3,968 was classified as long-term restricted cash.

As of September 30, 2025 and 2024 , the Company had outstanding letters of credit collateralized by a money market account totaling $ 3,360 and $ 3,968 respectively, to the benefit of the landlord of the Company’s building leases.

A total of $ 3,360 is classified as long-term restricted cash as of September 30, 2025.

As of September 30, 2024 , $ 608 was classified as short-term restricted cash and $ 3,360 was classified as long-term restricted cash based on the lease term end date of the Company's facility lease agreements

Concentration of Credit Risk and of Significant Customers and Suppliers

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• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s instruments that are carried at fair value are cash equivalents, short-term and long-term marketable securities and the Series 1 nonconvertible preferred stock.

The carrying values of accounts receivable, prepaid and other assets, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these assets and liabilities.

The Company’s instruments that are carried at fair value are cash equivalents, short-term marketable securities and the Series 1 nonconvertible preferred stock.

The carrying values of accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair value due to the short-term nature of these assets and liabilities.

Property and Equipment

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The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

The Company determines if an arrangement is a lease or contains an embedded lease at inception.

For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement

of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified.

The Company determines if an arrangement is a lease or contains an embedded lease

at inception.

For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified.

The lease term includes any renewal options that the Company is reasonably assured to exercise.

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Research and Development Costs

Included in research and development costs are wages, stock-based compensation and benefits of employees performing research and development, third-party license fees and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside contractors engaged to conduct both preclinical and clinical studies and manufacture quantities of product for preclinical and clinical studies.

and manufacture quantities of product for preclinical and clinical studies.

The Company expenses the cost of each contract as the work is performed.

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Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period.

Diluted net income (loss) per common share is computed by dividing net income (loss) by

the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units.

Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units.

For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

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If the Company should require financing beyond these resources to fund its research and development efforts, it may not be able to obtain financing on acceptable terms, or at all.

Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

1 unchanged sentence

This amendment is effective for the Company in the fiscal year beginning October 1, 2024, and interim periods within the fiscal year beginning October 1, 2025, on a retrospective basis with early adoption permitted.

This accounting standard will require additional disclosures about segment information, however, the Company does not expect ASU 2023-07 to have a material impact on the Company’s consolidated financial position or results of operations.

The Company adopted ASU 2023-07 during the year ended September 30, 2025.

See Note 16, Segment Information, for further information and disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) ("ASU 2023-09"), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for the Company in the fiscal year beginning October 1, 2025, with early adoption permitted.

ASU 2023-09 is effective for the Company in the fiscal year beginning October 1, 2025, with early

adoption permitted.

The Company is currently evaluating the potential impact that ASU 2023-09 may have on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"), which requires public entities to provide disaggregated disclosure of income statement expenses.

Public entities are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of

the consolidated statements of operations such as the following expenses:

Public entities are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of the consolidated statements of operations such as the following expenses:

purchases of inventory, employee compensation, intangible asset amortization, and depreciation.

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Money market funds

Treasury notes

Marketable securities:

Treasury notes

Corporate bonds

Commercial paper

Series 1 nonconvertible preferred stock

Cash equivalents as of September 30, 2024 consist of money market funds that are readily convertible to cash and with less than 90 days until maturity.

Cash equivalents as of September 30, 2023 consist of money market funds and U.S.

treasury notes that are readily convertible to cash and with less than 90 days until maturity.

Cash equivalents as of September 30, 2025 and 2024 consist of money market funds that are readily convertible to cash and with less than 90 days until maturity.

During the years ended September 30, 2025, 2024, and 2023 , there were no transfers between Level 1, Level 2 and Level 3.

The fair value of Level 1 instruments are valued using quoted prices in active markets.

The fair value of Level 2 instruments classified as marketable securities were determined through third-party pricing services.

34 unchanged sentences

(in thousands)

Corporate bonds

Commercial paper

Treasury notes

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(in thousands)

Laboratory and office equipment

Leasehold improvements

Purchased software

Laboratory and office equipment

Computer equipment

Purchased software

Construction in progress

Accumulated depreciation and amortization

As of September 30, 2024, construction in progress related primarily to leasehold improvements for the new laboratory and office space located at 4 Kingsbury Avenue in Watertown, Massachusetts.

As of September 30, 2024, construction in progress related primarily to leasehold improvements for the new laboratory and office space located at 4 Kingsbury Avenue in Watertown, Massachusetts which was completed during the year ended September 30, 2025.

Depreciation and amortization expense for property and equipment, was $ 4,586 , $ 2,336 and $ 2,371 for the years ended September 30, 2025, 2024, and 2023 , respectively.

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Balance - September 30, 2024

Royalty payable to purchaser

Payments on royalty sale liability

Interest expense, net of capitalized interest of $ 520

Balance - September 30, 2025

Stockholders’ Equity

16 unchanged sentences

Stock-Based Awards

The Company grants stock-based awards, including stock options, restricted stock units and other unit awards under its 2019 Equity Incentive Plan (the “2019 Plan”), which was approved by its stockholders on February 28, 2019 and amended in March 2021, March 2022, and March 2023 and its 2024 Inducement Stock Incentive Plan (“2024 Inducement Plan”).

The Company grants stock-based awards, including stock options, restricted stock units and other unit awards under its 2019 Equity Incentive Plan (the “2019 Plan”), which was approved by its stockholders on February 28, 2019 and amended in March 2021, March 2022, March 2023, March 2024 and March 2025 and its 2024 Inducement Stock Incentive Plan (“2024 Inducement Plan”).

The Company also has outstanding stock option awards under its 2012 Equity Incentive Plan (the “2012 Plan”), but is no longer granting awards under this plan.

1 unchanged sentence

The number of shares of common stock that may be issued under the 2019 Plan is subject to increase by the number of shares forfeited under any options forfeited and not exercised under the 2019 Plan or any predecessor plans such as the 2012 Plan.

Pursuant to the Company's 2024 Inducement Plan, the Company may grant non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to persons who (i) were not previously an employee or director of the Company or (ii) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4).

non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4).

As of September 30, 2025 , 1,985 shares remained available for future awards under the 2019 Plan and 2024 Inducement Plan.

Options granted to employees under the 2019 Plan and the 2024 Inducement Plan generally vest over four years and to non-employee directors over one year , and expire after ten years .

As required under the equity plans, the exercise price for awards granted is not to

be less than the fair value of common shares on the date of grant.

As required under the equity plans, the exercise price for awards granted is not to be less than the fair value of common shares on the date of grant.

Restricted stock units with service-based vesting conditions generally vest over four years .

2 unchanged sentences

The volatility has been determined using the Company’s traded stock price to estimate expected volatility.

The expected term of the Company’s options has historically been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options.

The Company utilized historical data to determine the expected term of stock options granted.

The risk-free interest rate is determined by reference to the U.S.

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The requisite service period of the PSUs is generally two years.

The fair value of PSUs is based on the fair value of the stock on the date of grant, which is determined to be the closing price of the Company's common stock.

The fair value of PSUs is based on the fair

value of the stock on the date of grant, which is determined to be the closing price of the Company's common stock.

Stock-based compensation expense for PSUs is recorded in the statements of operations over the service period, commencing when it is probable that the specified research and development milestone is achieved.

The rTSRUs vest and result in the issuance of common stock based upon the recipient’s continuing employment with the Company through the settlement date of the award and the relative ranking of the total stockholder return, or TSR, of the Company’s common stock in relation to the TSR of the component companies in the Nasdaq Biotech Index over two specified periods that are two years apart, based on a comparison of average closing stock prices in specified periods noted in the award agreement.

The number of

market-based rTSRUs awarded represents the target number of shares of common stock that may be earned;

The number of market-based rTSRUs awarded represents the target number of shares of common stock that may be earned;

however, the actual number of shares that may be earned ranges from 0 % to 150 % of the target number, depending on the award agreement and the year of the award.

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As of September 30, 2025, the Company had an aggregate of $ 18,839 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 1.8 years.

The Company has three real estate leases for properties located in Watertown, Massachusetts.

The first lease, for office and laboratory space at 500 Arsenal Street, the second lease, is for office space located at 400 Talcott Avenue and the third lease for office and laboratory space is located at 4 Kingsbury Avenue.

The Company has two real estate leases for properties located in Watertown, Massachusetts.

The first lease, for office and laboratory space at 4 Kingsbury Avenue and the second lease, is for office space located at 400 Talcott Avenue.

Lease payments for the Company's real estate leases include fixed lease payments that escalate over the terms of the leases and require the Company to pay certain operating expenses based on actual costs incurred.

9 unchanged sentences

The Company remeasured the lease term and remaining lease payments for the 500 Arsenal Street facility during the year ended September 30, 2024 when the Company gained access to the 4 Kingsbury Avenue facility.

The Company recorded an adjustment to the right-of-use asset and lease liability for 500 Arsenal Street of $ 9,322 during the year ended September 30, 2024.

The Company recorded an adjustment to the right-of-use asset and lease liability for 500 Arsenal Street of $ 9,322 during the year ended September 30, 2024 and vacated the facility in November 2024.

The Company leases units of equipment over eighteen-month lease periods commencing upon shipment of each unit.

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Total operating lease liabilities

September 30,

Included in the balance sheet:

(in thousands)

Current operating lease liabilities

Operating lease liabilities, net of current portion

Total operating lease liabilities

The Company is required to maintain security deposits of $ 92 in connection with the real estate lease of 400 Talcott Avenue, which is included in other long-term assets on the Company's consolidated balance sheets.

In addition, the Company is required to maintain letters of credit for certain of its leases, collateralized by money market accounts of $ 3,968 , which amounts are classified as short-term and long-term restricted cash on the consolidated balance sheets.

In addition, the Company is required to maintain a letter of credit in connection with the real estate lease of 4 Kingsbury Avenue, collateralized by money market accounts of $ 3,360 , which amounts are classified as long-term restricted cash on the consolidated balance sheets.

Commitments and Contingencies

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The Company is seeking fair compensation for Pfizer’s use of a coronavirus protease inhibitor claimed in the ’953 Patent.

On May 28, 2024, the Company and Pfizer each filed motions for summary judgment and a hearing on the motions was held on July 31, 2024.

The timing for a ruling on each of the motions for summary judgment is currently uncertain.

In May 2024, the Company and Pfizer each filed motions for summary judgment and a hearing on the motions was held on July 31, 2024.

On December 23, 2024, the District Court issued a summary judgment decision ruling that the asserted claims of the ’953 Patent were invalid.

In its decision, the District Court also denied the Company’s partial

motion for summary judgment of infringement as moot in light of its allowance of summary judgment on invalidity.

On February 3, 2025, the Company filed a notice of appeal with the United States Court of Appeals for the Federal Circuit.

The Company filed its opening brief with the Federal Circuit on March 21, 2025.

On May 21, 2025, Pfizer filed its response brief.

The Company filed its reply on June 13, 2025.

The timing for a decision on the appeal is currently uncertain.

On August 20, 2025, the Company filed a patent infringement action in the Unified Patent Court (UPC) of the European Union against Pfizer Inc.

and certain of its subsidiaries.

The suit seeks a determination of liability for infringement of European Patent No.

EP 4 051 265 (the “’265 Patent”) in connection with Pfizer’s manufacture, use, and sale of Paxlovid (nirmatrelvir tablets;

ritonavir tablets) in the 18 EU member states participating in the UPC.

The ’265 Patent is the European counterpart to the ‘953 Patent, which is the subject of ongoing litigation between Enanta and Pfizer in the United States.

Under UPC procedures, a hearing on the infringement action is expected within the UPC’s published 12-month target, with a decision rendered within weeks thereafter.

If the UPC determines there has been infringement, subsequent proceedings would be required to determine damages.

All timelines remain subject to potential rights of appeal and other customary proceedings in European patent litigation.

The Company records all legal expenses associated with the patent infringement suit as incurred in the consolidated statements of operations.

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(in thousands)

Current income tax (expense) benefit:

Deferred income tax (expense) benefit:

Income tax (expense) benefit

Current income tax benefit (expense):

Deferred income tax benefit (expense):

Income tax benefit (expense)

A reconciliation of the U.S.

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Accrued expenses

Unrealized loss

Other temporary differences

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As of September 30, 2025, the Company had federal net operating loss carryforwards of $ 58,907 which do not expire and state net operating loss carryforwards of $ 38,200 , which may be available to offset future taxable income and expire at various dates beginning in 2032 .

As of September 30, 2024 , the Company also had federal and state research and development tax credit carryforwards of $ 13,909 and $ 6,866 , respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2042 and 2035 , respe ctively.

As of September 30, 2025, the Company also had federal and state research and development tax credit carryforwards of $ 18,043 and $ 7,981 , respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2042 and 2035 , respectively.

Utilization of the federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code (“IRC”) of 1986, and corresponding provisions of state law, due to ownership changes that may have occurred pre viously or that could occur in the future.

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The enactment of the CARES Act resulted in a $ 28,721 income tax benefit related to a federal net operating loss carryback at the previously enacted 35 % rate in the Company’s consolidated financial statements during the year ended September 30, 2021.

As of September 30, 2024 and 2023 , the Company had an income tax receivable of $ 31,999 and $ 31,004 , respectively, which includes interest receivable of $ 3,292 as of September 30, 2024.

As of September 30, 2024 , the Company had a federal income tax receivable $ 31,999 , inclusive of an interest receivable of $ 3,292 .

The federal income tax refund of $ 33,785 , inclusive of interest, was received in April 2025.

Uncertain tax positions represent tax positions for which reserves have been established.

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The Company does not expect that its uncertain tax position will materially change within the next twelve months.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act ("OBBBA"), which includes several changes to U.S.

federal income tax law, including the temporary and permanent extension of expiring provisions of the Tax Act of 2017.

The new legislation has multiple effective dates, with certain provisions effective in 2025 and others in the future.

The Company determined that the tax provisions of the legislation do not have a material impact on its 2025 consolidated financial statements and continues to assess the impact on future years.

The Company has a 401(k) plan.

1 unchanged sentence

During the years ended September 30, 2025, 2024, and 2023, the Company recognized $ 1,684 , $ 1,697 , and $ 1,784 , respectively, of expense related to its contributions to this plan.

Segment Information

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions.

The Company’s singular focus is on discovering and developing small molecule drugs with an emphasis on virology and immunology.

The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer (“CEO”).

The CODM reviews consolidated operating results and utilizes net loss from the Statement of Operations against budget forecasts as the primary measure of segment profit or loss in making decisions surrounding allocating resources and assessing performance of the Company.

The CODM is regularly provided detailed expense information, including expenses by expense category and program.

The CODM makes decisions surrounding capital and personnel allocation using this information on a consolidated basis.

Asset information on a reportable segment basis is not disclosed as this information is not separately identified and internally reported to the Company’s CODM.

The CODM is regularly provided information on total cash, which is inclusive of cash, cash equivalents and short-term marketable securities, as a measure of segment assets.

As of September 30, 2025, the Company’s cash, cash equivalents and short-term marketable securities were $ 188,864 .

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended September 30, 2025, 2024 and 2023 (in thousands):

Years Ended September 30,

Royalty revenue

License revenue

Total revenue

Operating expenses:

Total virology

Total immunology

Early discovery

Other programs for out-licensing

Total other programs

General and administrative

Loss from operations

Other income (expense):

Interest expense

Interest and investment income, net

Change in fair value of Series 1 nonconvertible preferred stock

Total other income, net

Loss before income taxes

Income tax benefit (expense)

Subsequent Events

On October 2, 2025, the Company closed an underwritten public offering of 7,475 shares of its common stock at a price of $ 10.00 per share.

The gross proceeds of the offering, before deducting underwriting discounts and commissions and other offering expenses, were $ 74,750 .

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-K

Item 9A. Controls and Procedures