What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 58 added, 39 removed, 262 unchanged (27% of the section changed)

23 unchanged sentences

Preferred stock, $ .0001 par value per share;

200,000,000 shares authorized and no shares issued or outstanding as of March 31, 2025 and December 31, 2024

200,000,000 shares authorized and no shares issued or outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ .0001 par value per share;

1,000,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

95,205,683 shares and 94,838,466 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

1,000,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

105,341,296 shares and 94,838,466 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

(In thousands, except share and per share data)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Operating expenses

22 unchanged sentences

Balance as of March 31, 2024

Exercise of stock options and vesting of restricted stock

Purchase of common stock under Employee Stock Purchase Plan

Stock-based compensation

Other comprehensive loss

Balance as of June 30, 2024

Other Comprehensive

5 unchanged sentences

Balance as of March 31, 2025

Issuance of common stock, net of offering costs

Exercise of stock options and vesting of restricted stock

Purchase of common stock under Employee Stock Purchase Plan

Stock-based compensation

Other comprehensive loss

Balance as of June 30, 2025

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

2 unchanged sentences

(In thousands)

Three months ended March 31,

Six months ended June 30,

Cash flows from operating activities

15 unchanged sentences

Purchases of property and equipment

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of common stock, net of underwriting discounts and commissions and offering costs

Proceeds from issuance of common stock, net of offering costs

Exercise of stock options

Payment of deferred offering costs

Proceeds from Employee Stock Purchase Plan

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosures of non-cash investing and financing activities:

Property and equipment purchases included in accounts payable and accrued other expenses

Property and equipment purchases included in accounts payable

Deferred offering costs included in accounts payable and accrued other expenses

15 unchanged sentences

The board of directors of the Company discusses with management macroeconomic and geopolitical developments, including inflation, instability in the banking and financial services sector, tightening of the credit markets, the impact of changes in the U.S.

government administration and policy positions, international conflicts, public health pandemics, cybersecurity and sanctions so that the Company can be prepared to react to new developments as they arise.

government administration and policy positions, international conflicts, public health pandemics, cybersecurity, sanctions, and changes in tariffs so that the Company can be prepared to react to new developments as they arise.

The board of directors and the management of the Company are carefully monitoring these developments and the resulting economic impact on its financial condition and results of operations.

Liquidity and Capital Resources

The Company has an accumulated deficit of $ 419.4 million and cash, cash equivalents and marketable securities of $ 436.4 million as of March 31, 2025.

The Company has an accumulated deficit of $ 455.5 million and cash, cash equivalents and marketable securities of $ 594.0 million as of June 30, 2025.

The Company’s ability to fund ongoing operations is highly dependent upon raising additional capital through the issuance of equity securities and issuing debt or other financing vehicles.

7 unchanged sentences

On May 10, 2024, the Company filed an automatic shelf registration statement on Form S-3ASR that allows the Company to undertake various equity and debt offerings.

Additionally, on May 10, 2024, the Company filed a prospectus supplement to the shelf registration statement and entered into a sales agreement with Leerink Partners LLC (Leerink Sales Agreement) under which the Company may offer and sell shares of common stock, having aggregate sales proceeds of up to $ 175.0 million from time to time, through an “at the market offering” program (Leerink ATM) under which Leerink Partners LLC will act as sales agent.

As a subsequent event, on April 3, 2025, the Company

closed an underwritten registered direct offering of 9,935,419 shares of common stock at a public offering price of $ 20.13 per share (April 2025 Offering).

The aggregate gross proceeds from the April 2025 Offering were $ 200.0 million, and the net proceeds after deducting underwriting discounts and commissions but before offering expenses were $ 188.0 million.

under which Leerink Partners LLC will act as sales agent.

The Company has not yet offered or sold any shares of common stock related to the Leerink ATM.

On April 3, 2025, the Company closed an underwritten registered direct offering of 9,935,419 shares of common stock at a public offering price of $ 20.13 per share (April 2025 Offering).

The aggregate gross proceeds from the April 2025 Offering were $ 200.0 million, and the net proceeds were $ 187.1 million, after deducting underwriting discounts and commissions of $ 12.0 million and offering expenses of $ 0.9 million.

The Company’s ability to secure capital is dependent upon success in developing its technology and product candidates.

4 unchanged sentences

The financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company believes that the $ 436.4 million of cash, cash equivalents and marketable securities on hand as of March 31, 2025 will be sufficient to fund its operations in the normal course of business and meet its liquidity needs through at least the next 12 months from the issuance of these financial statements.

The Company believes that the $ 594.0 million of cash, cash equivalents and marketable securities on hand as of June 30, 2025 will be sufficient to fund its operations in the normal course of business and meet its liquidity needs through at least the next 12 months from the issuance of these financial statements.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

15 unchanged sentences

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

As of March 31, 2025

As of June 30, 2025

Cash equivalents:

16 unchanged sentences

government treasury and agency securities, and supranational and sovereign government securities have been classified as Level 2 as they are valued using quoted prices in less active markets or other directly or indirectly observable inputs.

Fair values of asset-backed securities, corporate debt securities, commercial paper, U.S.

government treasury and agency securities, and supranational and sovereign government securities were derived based on input of market prices from multiple sources at each reporting period.

Fair values of asset-backed securities, corporate debt securities, commercial paper, and U.S.

government treasury and agency securities were derived based on input of market prices from multiple sources at each reporting period.

With regard to commercial paper, all of the securities had high credit ratings and one year or less to maturity; therefore, fair value was derived from accretion of purchase price to face value over the term of maturity or quoted market prices for similar instruments if available.

There were no transfers of financial assets between Level 1, Level 2, or Level 3, during the periods presented.

As of March 31, 2025, the remaining contractual maturities of $ 329.8 million of marketable securities were less than one year and $ 56.3 million of marketable securities were between 1 and 2 years .

As of June 30, 2025, the remaining contractual maturities of $ 457.4 million of marketable securities were less than one year and $ 93.0 million of marketable securities were between 1 and 2 years .

The Company periodically reviews its portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns.

For debt securities where the fair value of the investment is less than the amortized cost basis, the Company has assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment.

Unrealized losses on marketable securities at March 31, 2025 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

Unrealized losses on marketable securities at June 30, 2025 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities.

Accounting Standards Not Yet Adopted

1 unchanged sentence

Improvements to Income Tax Disclosures.

This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by

requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional

information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

This ASU is effective beginning with the Company’s 2025 fiscal year annual reporting period, with early adoption permitted.

7 unchanged sentences

The Company is authorized to issue two classes of stock designated as common stock and preferred stock.

As of March 31, 2025, the total number of shares authorized was 1,200,000,000 .

As of June 30, 2025, the total number of shares authorized was 1,200,000,000 .

The total number of shares of common stock authorized was 1,000,000,000 .

7 unchanged sentences

Upon adoption of the 2021 Plan, the Company restricted the grant of future equity awards under its 2017 Equity Incentive Plan, as amended and restated (2017 Plan).

The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to its employees, directors, and consultants and its subsidiary corporations’ employees and consultants.

The 2021 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any of its parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights, performance units, and performance shares to its employees, directors, and consultants and its subsidiary corporations’ employees and consultants.

The vesting of stock options is stated in each individual grant agreement, which is generally four years .

Options granted expire 10 years after the date of grant.

An RSU represents the right to receive one share of common stock upon vesting of the RSU.

The fair value of each RSU is based on the closing price of the Company’s common stock on the date of grant and vest over 2 to 4 years .

A total of 5,040,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2021 Plan.

2 unchanged sentences

or (3) such other amount as the Company’s board of directors may determine.

As of March 31, 2025, there were 5,940,210 shares available for future issuance under the 2021 Plan.

As of June 30, 2025, there were 5,519,964 shares available for future issuance under the 2021 Plan.

Inducement Equity Incentive Plan

3 unchanged sentences

In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition.

As of March 31, 2025, there were 2,000,000 shares available for future issuance under the Inducement Plan.

As of June 30, 2025, there were 2,000,000 shares available for future issuance under the Inducement Plan.

Founder Stock Options

On September 19, 2017, the Company granted one of its founders the option to purchase 1,795,880 shares of the Company’s common stock at an exercise price of $ 0.18 per share which vest monthly over a four-year period that expires 15 years after the date of grant.

On September 19, 2017, the Company granted one of its founders the option to purchase 1,795,880 shares of the Company’s common stock at an exercise price of $ 0.18 per share which vested monthly over a four-year period and expire 15 years after the date of grant.

This grant is separate from the Company’s equity incentive plans discussed above.

As of March 31, 2025, 1,347,365 options were both outstanding and exercisable.

9,415 options were exercised during the three months ended March 31, 2025.

As of June 30, 2025, 1,347,365 options were both outstanding and exercisable.

9,415 options were exercised during the six months ended June 30, 2025.

2021 Employee Stock Purchase Plan

3 unchanged sentences

or (3) such other amount as the Company’s board of directors may determine.

As of March 31, 2025, the Company has reserved for issuance 2,975,791 shares of common stock pursuant to the 2021 ESPP.

As of June 30, 2025, the Company has reserved for issuance 2,927,132 shares of common stock pursuant to the 2021 ESPP.

The 2021 ESPP provides for two offering periods of approximately twelve months’ duration, with purchase periods commencing on the first trading day on or after May 15 and November 15 and terminating on the last trading day on or before November 15 of the same year and May 15 of the following year, respectively.

2 unchanged sentences

Total stock-based compensation expense related to all equity plans, including Founder Stock Options was allocated as follows (in thousands):

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Research and development

4 unchanged sentences

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business.

The Company was not subject to any material legal proceedings during the three months ended March 31, 2025 and no material legal proceedings are currently pending or threatened.

The Company was not subject to any material legal proceedings during the three and six months ended June 30, 2025 and no material legal proceedings are currently pending or threatened.

Indemnification Agreements

3 unchanged sentences

To date, the Company has not incurred any material costs as a result of such indemnifications.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of March 31, 2025.

The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2025.

NOTE 6 NET LOSS PER SHARE

6 unchanged sentences

The following table sets forth the computation of the basic and diluted net loss per share (in thousands, except share and per share data):

Three months ended March 31,

Three months ended June 30,

Six Months Ended June 30,

Weighted-average shares outstanding used in computing net loss per share, basic and diluted

1 unchanged sentence

The following weighted average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive:

Three months ended March 31,

Three months ended June 30,

Six Months Ended June 30,

Options to purchase common stock

2 unchanged sentences

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

As of March 31,

As of June 30,

As of December 31,

6 unchanged sentences

Property and equipment, net

Depreciation expense was $ 0.5 million for both the three months ended March 31, 2025 and 2024.

Depreciation expense was $ 0.5 million and $ 1.0 million for the three and six months ended June 30, 2025 and 2024, respectively.

NOTE 8 ACCRUED OTHER EXPENSES

Accrued other expenses consisted of the following amounts (in thousands):

As of March 31,

As of June 30,

As of December 31,

4 unchanged sentences

There have been no changes in the Company’s assessment of the basis of segmentation or in the basis of measurement of segment profit or loss since the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025.

Three months ended March 31,

Three months ended June 30,

Six Months Ended June 30,

Operating expenses:

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements