What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 70 added, 69 removed, 248 unchanged (36% of the section changed)

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Since our inception, we have primarily financed our operations through the sale of equity securities, draw downs on our debt facilities, cash generated from sales of RYTELO, interest income on our marketable securities, payments we received under the Royalty Pharma Agreement and our prior collaborative and licensing arrangements.

As of March 31, 2026, we had approximately $341.0 million in cash, cash equivalents, restricted cash and marketable securities.

As of June 30, 2026, we had approximately $326.9 million in cash, cash equivalents, restricted cash and marketable securities.

We began commercializing RYTELO in June 2024, and the commercial potential of and our ability to successfully commercialize RYTELO remains unproven.

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We have incurred significant net losses since our inception in 1990, resulting principally from costs incurred in connection with our research and development activities and from general and administrative costs associated with our operations.

As of March 31, 2026, we had an accumulated deficit of approximately $1.9 billion.

On November 1, 2024, we entered into a loan agreement, or the Pharmakon Loan Agreement, with BioPharma Credit Investments V (Master) LP and BPCR Limited Partnership, which are investment funds managed by Pharmakon Advisors, LP, and BioPharma Credit PLC, as collateral agent, that provides for a 5-year senior secured term loan facility of up to $250.0 million, divided into three committed tranches:

(i) a $125.0 million Tranche A Loan, which was funded on November 1, 2024;

(ii) a $75.0 million Tranche B Loan, which is available subject to certain limited conditions, at our option;

and (iii) a $50.0 million Tranche C Loan, which is available to us upon reaching a specified trailing twelve-month RYTELO revenue milestone, and together with the Tranche A Loan and the Tranche B Loan, collectively, the Term Loans.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026.

The amendment also extended the date before which any Term Loan prepayment is subject to a make‑whole premium, or the Makewhole Date, from November 1, 2026 to May 1, 2027.

As of June 30, 2026, we had an accumulated deficit of approximately $1.9 billion.

We drew the Tranche A Loan of $125.0 million on November 1, 2024, a portion of which was utilized to repay all outstanding indebtedness associated with the Hercules Loan Agreement.

The Pharmakon Loan Agreement provided for two additional committed term loan tranches, which were no longer available as of August 1, 2026.

The Term Loans mature on November 1, 2029.

The Term Loans bear interest at a variable rate per annum equal to 5.75% plus three-month SOFR with a SOFR floor of 3.00%.

See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

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We recorded approximately $17.0 million in restructuring and restructuring-related charges in the fourth quarter of 2025, primarily consisting of one-time employee severance payments, healthcare and related benefits, and other employee-related costs.

The workforce reduction was substantially completed in the first quarter of 2026.

The workforce reduction was substantially completed in the first

quarter of 2026.

If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition could be adversely affected.

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for lower-risk MDS or to expand its indications of use.

We have seen and may continue to see variability in RYTELO sales trends.

Our commercial strategy is designed to ensure that RYTELO reaches eligible patients when they are most likely to benefit.

We have seen and may continue to see variability in RYTELO sales trends and resulting revenue.

Our commercial strategy is designed such that RYTELO reaches eligible patients when they are most likely to benefit.

Our commercial execution is focused on targeted engagement with high-volume accounts that treat earlier-line patients, investment in non-personal promotion and third-party education to further consistent, high-quality messaging across multiple touchpoints, and cross-functional execution of effective account management.

However, our strategy to drive sales growth and our ongoing commercialization efforts has not to date achieved and may not in the future achieve meaningful sales growth, which may require us to, among others, further adjust or amend our commercialization strategy and plans and incur significant expenses, and there can be no assurance that we will be able to grow RYTELO net product revenue in future periods.

However, our strategy to drive sales growth and our ongoing commercialization efforts have not to date achieved and may not in the future achieve meaningful sales growth, which may require us to, among others, further adjust or amend our commercialization strategy and plans and incur significant expenses, and there can be no assurance that we will be able to grow RYTELO net product revenue in future periods.

In particular, our strategy may not drive new patient starts across the breadth of the eligible patient population in RYTELO's approved indication, particularly across appropriate second-line patients in RYTELO's approved indication, in a timely manner or at all, or the duration of therapy could be shorter than we expect, each of which would limit RYTELO’s growth potential and could preclude or delay our ability to generate meaningful revenue from product sales and to achieve profitability.

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Our critical accounting policies are described in Item 7, “Critical Accounting Policies and Estimates” in our 2025 Form 10-K.

There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2026, as compared to the critical accounting policies and estimates disclosed in our 2025 Form 10-K.

There have been no significant changes in our critical accounting policies and estimates during the

three and six months ended June 30, 2026, as compared to the critical accounting policies and estimates disclosed in our 2025 Form 10-K.

RESULTS OF OPERATIONS

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and potential competition.

The following table summarizes our results of operations for the three months ended March 31:

Three Months Ended March 31,

Change $ Change %

The following table summarizes our results of operations:

Three Months Ended June 30, Six Months Ended June 30,

Change $ Change % 2026 2025 Change $ Change %

(in thousands, except for percentage data)

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in June 2024.

Total product revenue, net for the three months ended March 31, 2026 and 2025 were approximately $51.8 million and $39.4 million, respectively.

Product revenue, net, increased by $12.4 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to increased sales volumes and, to a lesser extent, a higher selling price, partially offset by higher gross-to-net adjustments.

The increase in sales volume was primarily driven by a higher number of patients on therapy.

Total gross-to-net adjustments for the three months ended March 31, 2026 and 2025 were 20.8% and 13.0% of gross product revenue, respectively.

The increase in gross-to-net adjustments was driven by a greater proportion of sales made under governmental managed-care pricing programs and group purchasing organizations in addition to greater volume of product returns.

Product revenue, net for the three and six months ended June 30, 2026, was approximately $57.5 million and $109.2 million, respectively, compared to $49.0 million and $88.4 million for the three and six months ended June 30, 2025, respectively.

Product revenue, net increased by $8.5 million and $20.8 million during the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025, primarily due to increased sales volumes and, to a lesser extent, a higher selling price, partially offset by higher gross-to-net adjustments.

The increase in sales volume in both periods was primarily driven by a higher number of patients on therapy.

Total gross-to-net adjustments for both the three and six months ended June 30, 2026 was 20.7% of gross product revenue, compared to 15.3% and 14.3% for the three and six months ended June 30, 2025, respectively.

The increase in gross-to-net adjustments in both periods was driven by a greater proportion of sales made under governmental managed-care pricing programs and group purchasing organizations in addition to a greater volume of product returns.

We expect total gross-to-net adjustments to be in the percentage range of low to mid-twenties of gross product revenue in the remaining quarters of 2026.

The reconciliation of gross product revenue to product revenue, net by each significant category of gross-to-net adjustments is set forth below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Gross-to-net adjustments:

(8,164) (4,171)

Chargebacks (9,190) (5,940) (17,354) (10,111)

Distributor service fees (2,371) (1,950) (4,540) (3,476)

(2,169) (1,526)

Government rebates (1,969) (459) (3,627) (525)

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(formerly BioTime, Inc., which acquired Asterias Biotherapeutics, Inc.), or Lineage, in 2013, we are entitled to receive royalties on sales from certain research or commercial products utilizing our divested intellectual property.

We recognized royalty revenues of less than $0.1 million in the three months ended March 31, 2026, compared to $0.2 million for the same period in 2025.

Royalty revenues in the three months ended March 31, 2026 and 2025 primarily reflect estimated royalties from sales of cell-based research products from our divested stem cell assets.

We recognized royalty revenues of less than $0.1 million and $0.1 million in the three and six months ended June 30, 2026, respectively, compared to less than $0.1 million and $0.2 million for the same periods in 2025, respectively.

Royalty revenues in the three and six months ended June 30, 2026 and 2025 primarily reflect estimated royalties from sales of cell-based research products from our divested stem cell assets.

Future license fee and royalty revenues are dependent on additional agreements being signed, if any, our current license agreement with Lineage being maintained and the underlying patent rights for the license remaining active.

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The following table summarizes our costs and operating expenses:

Three Months Ended March 31,

(In thousands) 2026 2025 Change %

Three Months Ended June 30, Six Months Ended

(In thousands) 2026 2025 Change % 2026 2025 Change %

Cost of goods sold $ 9,240 $ 1,190 676 % $ 10,932 $ 2,396 356 %

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Cost of Goods Sold

Cost of goods sold was approximately $1.7 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively, which consists of raw materials, third-party manufacturing costs to manufacture the raw materials into finished product, freight, and indirect overhead costs associated with the sale of RYTELO.

Cost of goods sold was approximately $9.2 million and $10.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.2 million and $2.4 million for the three and six months ended June 30, 2025, respectively, which consists of raw materials, third-party manufacturing costs to manufacture the raw materials into finished product, freight, and indirect overhead costs associated with the sale of RYTELO as well as inventory provisions and non-cash inventory write-offs for the applicable period.

Cost of product sales increased in the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily due to non-cash inventory write-offs of $6.3 million during the second quarter of 2026.

Prior to receiving FDA approval for RYTELO in June 2024, we manufactured inventory to be sold upon commercialization and recorded the costs as research and development expense.

As a result, a significant portion of the manufacturing costs related to the inventory manufactured prior to receiving FDA approval was partially expensed in a prior period and is therefore excluded from the cost of goods sold for the three months ended March 31, 2026 and 2025.

We estimate our cost of sales as a percentage of product revenue, net will continue to be positively impacted for at least the next 12 months as we sell through certain inventory that was partially expensed prior to FDA approval.

Research and Development Expenses

During the three months ended March 31, 2026 and 2025, our RYTELO (imetelstat) program and our research discovery program related to potential next generation telomerase inhibitors were the only research and development programs we supported.

During the three and six months ended June 30, 2026 and 2025, our RYTELO (imetelstat) program and our research discovery program related to potential next generation telomerase inhibitors were the only research and development programs we supported.

For these research and development programs, we incur direct external, personnel-related and other research and development costs.

For the three months ended March 31, 2026 and 2025, research and development expenses consist of expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase inhibitors.

For the three and six months ended June 30, 2026 and 2025, research and development expenses consist of expenses incurred in developing and testing imetelstat and research related to potential next generation telomerase inhibitors.

These expenses include, but are not limited to, payroll and personnel expense, lab supplies, non-clinical studies, clinical trials, including support for investigator-led clinical trials, raw materials to manufacture clinical trial supply, manufacturing costs for research and clinical trial materials, sponsored research at other labs, consulting expenses, costs to maintain technology licenses and research-related overhead.

Our research and development expenses were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

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Total research and development expenses $ 22,030 $ 21,736 $ 36,986 $ 36,814

The decrease in research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due a decrease in personnel-related costs due to lower labor costs driven by a decrease in headcount as a result of the workforce reduction in December 2025, partially offset by higher clinical trial costs associated with an increase of activity in our IMpactMF study.

The increase in research and development expenses for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily a result of investments in supply chain development, partially offset by lower personnel-related expenses driven by a decrease in headcount as a result of the workforce reduction in December 2025.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $35.4 million for the three months ended March 31, 2026, compared to $40.0 million for the same period in 2025.

The decrease in selling, general and administrative expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to lower general and administrative personnel-related expenses from decreased headcount, partially offset by additional investment in marketing programs of approximately $1.8 million and approximately $1.0 million higher legal expenses.

Selling, general and administrative expenses were $38.9 million and $74.3 million for the three and six months ended June 30, 2026, respectively, compared to $38.6 million and $78.6 million for the same periods in 2025.

The change in selling, general and administrative expenses for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to lower general and administrative personnel-related expenses from decreased headcount as a result of the workforce reduction in December 2025, partially offset by additional investment in marketing programs and higher legal expenses.

Restructuring Charges

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Restructuring charges consisted of termination benefits such as one-time employee severance payments, healthcare and related benefits, and other employee-related costs.

For the three months ended March 31, 2026, a credit of $0.4 million in restructuring charges was recognized, primarily due to lower‑than‑expected utilization of previously accrued amounts related to healthcare and related benefits.

For the three and six months ended June 30, 2026, a credit of $0.2 million and $0.6 million, respectively, in restructuring charges was recognized, primarily due to lower‑than‑expected utilization of previously accrued amounts related to healthcare and related benefits.

The credit was recorded in the condensed consolidated statement of operations as restructuring charges.

The workforce reduction was substantially completed in the first quarter of 2026.

There were no restructuring charges during the three months ended March 31, 2025.

There were no restructuring charges during the three and six months ended June 30, 2025.

Interest Income

Interest income was $3.4 million for the three months ended March 31, 2026, compared to $5.2 million for the same period in 2025.

The decrease in interest income for the three months ended March 31, 2026, compared to the same period in 2025, primarily reflects a decrease in interest rates between the periods and a smaller marketable securities

Interest income was $3.0 million and $6.4 million, respectively, for the three and six months ended June 30, 2026, compared to $4.7 million and $9.8 million for the same periods in 2025.

The decrease in interest income for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily reflects a decrease in interest rates between the periods and a smaller marketable securities portfolio.

Interest earned in future periods will depend on the size of our marketable securities portfolio and prevailing interest rates.

Interest Expense

Interest expense was $7.1 million for the three months ended March 31, 2026, compared to $8.2 million for the same period in 2025.

The decrease in interest expense for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to lower average interest rates related to the Royalty Pharma Agreement and the Pharmakon Loan Agreement, which were entered into in November 2024.

Interest expense was $7.1 million and $14.3 million, respectively, for the three and six months ended June 30, 2026, compared to $8.5 million and $16.7 million for the same periods in 2025.

The decrease in interest expense for the three and six months ended June 30, 2026, compared to the same periods in 2025, was primarily due to lower average interest rates related to the Royalty Pharma Agreement and the Pharmakon Loan Agreement, which were entered into in November 2024.

See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information.

Other Income (Expense), Net

Other income (expense), net was an expense of $0.1 million for each of the three months ended March 31, 2026 and 2025.

Other income (expense), net was an expense of less than $0.1 million and $0.1 million, respectively, for the three and six months ended June 30, 2026, compared to $0.1 million for each of the three and six months ended June 30, 2025.

Other income (expense), net primarily reflects realized losses on marketable securities and foreign currency transaction adjustments.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, we had cash, restricted cash, cash equivalents, and marketable securities of $341.0 million, compared to $401.1 million at December 31, 2025.

The decrease in cash, restricted cash, cash equivalents and marketable securities during the three months ended March 31, 2026 was primarily the net result of cash used in operations partially offset by the receipt of net cash proceeds from accounts receivable.

As of June 30, 2026, we had cash, restricted cash, cash equivalents, and marketable securities of $326.9 million, compared to $401.1 million at December 31, 2025.

The decrease in cash, restricted cash, cash equivalents and marketable securities during the six months ended June 30, 2026 was primarily the net result of cash used in operations partially offset by the receipt of net cash proceeds from accounts receivable.

On November 1, 2024, we entered into the Pharmakon Loan Agreement.

We drew the Tranche A Loan of $125.0 million on November 1, 2024, a portion of which was utilized to repay all outstanding indebtedness associated with the Hercules Loan Agreement.

The Pharmakon Loan Agreement provides two additional committed term loan tranches, the Tranche B Loan and the Tranche C Loan, in principal amounts of $75.0 million and $50.0 million, respectively, subject to customary conditions to fund and, in the case of the Tranche C Loan, achieving certain minimum net sales milestone.

The Tranche B Loan and the Tranche C Loan could have been requested on or prior to December 31, 2025.

The Pharmakon Loan Agreement provided for two additional committed term loan tranches, each of which expired on July 30, 2026.

The Term Loans mature on November 1, 2029.

The Term Loans bear interest at a variable rate per annum equal to 5.75% plus three-month SOFR with a SOFR floor of 3.00%.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026.

The amendment also extended the Makewhole Date from November 1, 2026 to May 1, 2027.

See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

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On February 27, 2026, we entered into a sales agreement, or the 2026 Sales Agreement, with TD Securities (USA) LLC, or TD Cowen, pursuant to which we may issue and sell shares of our common stock having an aggregate offering price of up to $150 million from time to time through TD Cowen as the sales agent.

We will pay TD Cowen an aggregate commission rate equal to up to 2.5% of the gross proceeds of the sales price per share for common stock sold through TD Cowen under the 2026 Sales Agreement.

We will pay TD Cowen an aggregate commission rate equal to up to 2.5% of the gross proceeds of the sales price per share for common stock sold

through TD Cowen under the 2026 Sales Agreement.

We are not obligated to make any sales of common stock under the 2026 Sales Agreement.

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Successful drug development and commercialization requires significant amounts of capital.

As of March 31, 2026, we had approxim ately $341.0 mi llion in cash, cash equivalents, restricted cash and marketable securit ies.

As of June 30, 2026, we had approxim ately $326.9 million i n cash, cash equivalents, restricted cash and marketable securit ies.

Based on our current operating plans and assumptions, we believe that our existing cash, cash equivalents, and marketable securities, together with anticipated net revenues from sales of RYTELO, will be sufficient to fund our projected operating requirements for the foreseeable future.

However, if we do not generate net revenues from commercial sales of RYTELO at the levels we anticipate, if we experience unforeseen events or choose to make other investments in our business, or our assumptions regarding our projected operating expenses are otherwise incorrect, we may require additional funding, which could include a combination of public or private equity offerings, debt financings (including additional tranches under the Pharmakon Loan Agreement, if available), collaborations, strategic alliances, licensing arrangements or marketing and distribution arrangements, which may not be possible.

However, if we do not generate net revenues from commercial sales of RYTELO at the levels we anticipate, if we experience unforeseen events or choose to make other investments in our business, or our assumptions regarding our projected operating expenses are otherwise incorrect, we may require additional funding, which could include a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements or marketing and distribution arrangements, which may not be possible.

For example, changes in our operations, such as increased development, manufacturing and clinical trial expenses, or our undertaking of additional programs, business activities, or entry into strategic transactions, including potential future acquisitions of products, technologies or businesses, may cause our operating expenses to increase, perhaps significantly, which could require us to raise additional funding.

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in June 2024 and marketing authorization in the EU in March 2025, the outcome of any clinical activities and/or regulatory approval process is highly uncertain, and we cannot reasonably estimate whether our future development activities may succeed, whether we will obtain regulatory approval for RYTELO in any other jurisdictions or indications we are pursuing or may in the future pursue, or whether we will be able to effectively commercialize RYTELO in the U.S.

or in the EU for lower-risk MDS or other potential indications, if at all.

or in the EU for lower-risk MDS or other potential jurisdictions or indications, if at all.

We may never recoup our investment in any RYTELO development, which would adversely affect our financial condition and our business and business prospects, and might cause us to cease operations.

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• the costs of enabling our personnel to work remotely, including providing supplies, equipment and technology necessary for them to perform their responsibilities.

In the event we need to raise additional capital to fund our business, including pursuant to the 2026 Sales Agreement with TD Cowen, the Tranche B Loan and the Tranche C Loan under the Pharmakon Loan Agreement, which are subject to certain funding conditions, capital lease transactions or other financing sources, such additional capital may not be available on acceptable terms, or at all.

In the event we need to raise additional capital to fund our business, including pursuant to the 2026 Sales Agreement with TD Cowen, capital lease transactions or other financing sources, such additional capital may not be available on acceptable terms, or at all.

We may be unable to raise equity capital, or may be forced to do so at a stock price or on other terms that could result in substantial dilution of ownership for our stockholders.

The receptivity of the public and private debt and equity markets to proposed financings has been substantially affected by uncertainty in the general economic, market and political climate due to the effects of macroeconomic or other global conditions, such as further changes in tariffs and other trade restrictions and uncertainty around further escalation of trade tensions and renegotiation of existing international trade agreements, inflation, fluctuations in interest rates, prospects of a recession, government shutdowns, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises and supply chain and resource issues, and may in the future be affected by other factors which are unpredictable and over which we have no control.

These effects have increased market volatility and could result

in a significant long-term disruption of global financial markets, which could reduce or eliminate our ability to raise additional funds through financings, and could negatively impact the terms upon which we may raise those funds.

Similarly, these macroeconomic conditions have created extreme volatility and disruption in the equity and credit markets and is expected to have further global economic consequences.

The receptivity of the public and private debt and equity markets to proposed financings has been substantially affected by uncertainty in the general economic, market and political climate due to the effects of macroeconomic or other global conditions, such as inflation, fluctuations in interest rates, prospects of a recession, government shutdowns, further changes in tariffs and other trade restrictions, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises and supply chain and resource issues, and may in the future be affected by other factors which are unpredictable and over which we have no control.

These effects have increased market volatility and could result in a significant long-term disruption of global financial markets, which could reduce or eliminate our ability to raise additional funds through financings, and could negatively impact the terms upon which we may raise those funds.

Similarly, these macroeconomic conditions have created extreme volatility and disruption in the equity and credit markets and are expected

to have further global economic consequences.

For example, the ongoing Russia-Ukraine military conflict and the ongoing military conflict involving the U.S., Israel and Iran have created extreme volatility and disruption in the equity and credit markets and have had and may continue to have further global economic consequences, including continued disruptions of the global supply chain and energy markets, which could continue to drive inflationary pressures and increase global recession risk.

If the equity and credit markets deteriorate, including as a result of macroeconomic or other global conditions, such as inflation, changes in interest rates, prospects of a recession, government shutdowns, further changes in tariffs and other trade restrictions, bank failures and other disruptions to financial systems, civil or political unrest, military conflicts, pandemics or other health crises and supply chain and resource issues, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive.

If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive.

If we are unable to effectively commercialize RYTELO, or raise additional capital, if needed, or establish alternative collaborative arrangements with third-party collaborative partners for RYTELO, when needed, the development and commercialization of RYTELO may be further delayed, altered or abandoned, which might cause us to cease operations.

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Cash Flows Used in Operating Activities

Net cash used in operations for the three months ended March 31, 2026 and 2025 was $62.9 million and $48.0 million, respectively.

The increase in net cash used in operations for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to payments related to workforce reduction and inventory purchases.

Net cash used in operations for the six months ended June 30, 2026 and 2025 was $78.7 million and $75.4 million, respectively.

The increase in net cash used in operations for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to payments related to our workforce reduction and inventory purchases.

Cash Flows from Investing Activities

Net cash provided by i nvesting activities for the three months ended March 31, 2026 and 2025 was $51.9 million and $52.4 million, respectively.

The decrease in net cash provided by investing activities for the three months ended March 31, 2026, compared to the same period in 2025, primarily reflects decreased proceeds the sale and maturities of marketable securities, partially offset by lower purchases of marketable securities.

Net cash provided by i nvesting activities for the six months ended June 30, 2026 and 2025 was $60.2 million and $72.8 million, respectively.

The decrease in net cash provided by investing activities for the six months ended June 30, 2026, compared to the same period in 2025, primarily reflects decreased proceeds from the sale and maturities of marketable securities.

Cash Flows from Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 and 2025 was $2.4 million and $0.3 million, respectively.

Net cash provided by financing activities for the six months ended June 30, 2026 and 2025 was $3.8 million and $1.3 million, respectively.

The increase in net cash provided by financing activities primarily reflects higher proceeds from issuances of common stock under our equity plans and proceeds from the exercise of warrants.

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We have engaged third‑party contract manufacturers to manufacture and supply additional quantities of RYTELO that meet applicable regulatory standards for current and potential future clinical trials and commercial uses.

Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approxim ately $15.9 million that can be cancelled, but would incur cancellation penalties, and approximately $37.7 million in agreed upon manufacturing commitments that can be adjusted based on commercial demand of RYTELO.

We expect to utilize all r elated commercial purchase commitments.

As of March 31, 2026, we had a long-term principal debt balance of $119.8 million related to the Pharmakon Loan Agreement.

Related to those contract manufacturing agreements, we have binding commercial purchase commitments of approximately $10.2 million that can be cancelled, but would incur cancellation penalties, and approximately $37.3 million in agreed upon

manufacturing commitments that can be adjusted based on commercial demand of RYTELO.

We expect to utilize all related commercial purchase commitments.

As of June 30, 2026, we had a long-term principal debt balance of $120.1 million related to the Pharmakon Loan Agreement.

On November 1, 2024, we entered into the Pharmakon Loan Agreement, and in connection with this transaction, all obligations outstanding under the Hercules Loan Agreement were repaid in full on November 1, 2024, upon which the Hercules Loan Agreement was terminated.

On January 5, 2026, the Pharmakon Loan Agreement was amended to extend the date for requesting the Tranche B Loan and Tranche C Loan, once available, from December 31, 2025 to July 30, 2026.

Neither the Tranche B Loan nor the Tranche C Loan was drawn, and both are no longer available.

The amendment also extended the Makewhole Date from November 1, 2026 to May 1, 2027.

We expect our interest expense to increase in future periods due to the draw down of the Tranche A Loan and potential future draw downs of the other Term Loans under the Pharmakon Loan Agreement.

We expect our interest expense in future periods to reflect the continued amortization of debt discount and issuance costs associated with the Tranche A Loan under the Pharmakon Loan Agreement.

See Note 7 on Debt in Notes to Condensed Consolidated Financial Statements of this Report for additional information on the Pharmakon Loan Agreement.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the three months ended March 31, 2026, there were no material changes to our quantitative and qualitative disclosures about market risk as set forth in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our 2025 Form 10-K.

During the six months ended June 30, 2026, there were no material changes to our quantitative and qualitative disclosures about market risk as set forth in Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our 2025 Form 10-K.

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 2. Management’s Discussion and Analysis