What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-08 · 158 added, 76 removed, 360 unchanged (39% of the section changed)

11 unchanged sentences

Property and equipment, net

Restricted cash and cash equivalents, net of current portion

Restricted cash and cash equivalents

Operating lease right of use asset

6 unchanged sentences

Operating lease liability, current

Note payable, current

Total current liabilities

7 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

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

Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

44,827,159 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

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

Common stock, $ 0.0001 par value, 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

45,335,265 and 44,827,159 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Collaboration revenue $ — $ 1,143 $ — $ 1,885

3 unchanged sentences

General and administrative

4,399 4,832 9,270 9,828

Total operating expenses

5 unchanged sentences

Interest expense ( 1,301 ) ( 1,142 ) ( 2,564 ) ( 2,145 )

Other income (expense), net 168 ( 1 )

Loss on extinguishment of debt — ( 553 ) — ( 553 )

Other income, net 11 1,613 179 1,612

Total other (expense) income ( 440 ) 1,711 ( 538 ) 2,680

$ ( 17,982 ) $ ( 17,249 ) $ ( 36,071 ) $ ( 33,442 )

Net loss per common share, basic and diluted

Net loss per common share, basic

$ ( 0.40 ) $ ( 0.40 ) $ ( 0.80 ) $ ( 0.79 )

Weighted-average common shares outstanding, basic and diluted

Net loss per common share, diluted

$ ( 0.40 ) $ ( 0.43 ) $ ( 0.80 ) $ ( 0.82 )

Weighted-average common shares outstanding, basic

44,981,746 43,521,406 44,904,880 42,564,342

Weighted-average common shares outstanding, diluted

44,981,746 44,043,184 44,904,880 42,825,231

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

9 unchanged sentences

Balance at March 31, 2025 44,827,159 5 489,979 ( 432,677 ) 57,307

Issuance of common stock from at the market offering, net of issuance costs of $ 255

421,766 — 305 — 305

Issuance of common stock, net 86,340 — 41 — 41

Stock-based compensation expense — — 1,793 — 1,793

— — — ( 17,982 ) ( 17,982 )

Balance at June 30, 2025 45,335,265 $ 5 $ 492,118 $ ( 450,659 ) $ 41,464

Additional Paid-in Capital

8 unchanged sentences

Balance at March 31, 2024 43,282,371 4 477,849 ( 360,266 ) 117,587

Issuance of common stock from at the market offering, net of issuance costs of $ 61

172,996 — 1,002 — 1,002

Issuance of common stock, net 246,680 — 76 — 76

Stock-based compensation expense — — 2,602 — 2,602

Stock option exercises 100 — — — —

— — — ( 17,249 ) ( 17,249 )

Balance at June 30, 2024 43,702,147 $ 4 $ 481,529 $ ( 377,515 ) $ 104,018

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

2 unchanged sentences

(amounts in thousands)

Three Months Ended

Six Months Ended

Operating activities:

5 unchanged sentences

Non-cash lease expense

Loss on extinguishment of debt — 553

Change in fair value of derivative liability

( 190 ) ( 1,609 )

Changes in operating assets and liabilities:

Prepaid expenses and other assets

( 574 ) ( 145 )

Other receivables — 805

Accounts payable, accrued expenses and other liabilities

( 3,366 ) ( 2,469 )

Deferred revenue — ( 1,340 )

8 unchanged sentences

Proceeds from at the market offering of common stock, net of issuance costs 347 21,124

Proceeds from drawdown of term loans — 30,000

Payment of debt issuance costs — ( 673 )

Repayment of term loan — ( 40,000 )

Proceeds from issuances under Employee Stock Purchase Plan

Proceeds from stock option exercises

Net cash provided by financing activities

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

Net decrease in cash, cash equivalents and restricted cash and cash equivalents

( 33,724 ) ( 19,063 )

6 unchanged sentences

$ 77,596 $ 135,303

Prepaid expenses and other current assets 334 212

Restricted cash and cash equivalents, net of current portion 891 21,027

Restricted cash and cash equivalents

Total cash, cash equivalents and restricted cash and cash equivalents $ 78,491 $ 136,514

3 unchanged sentences

Issuance costs in accounts payable and accrued expenses

Fair value of derivative liability issued with term loan $ — $ 4,450

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

19 unchanged sentences

Even if our product development efforts are successful, it is uncertain when, if ever, we will realize significant revenue from product sales.

We had cash and cash equivalents of $ 92.0 million at March 31, 2025.

We had cash and cash equivalents of $ 77.6 million at June 30, 2025.

We expect that our cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of the condensed consolidated financial statements in this Form 10-Q.

5 unchanged sentences

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.

The accompanying condensed consolidated financial statements as of June 30, 2025 and December 31, 2024, and for the three and six months ended June 30, 2025 and 2024, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”) for condensed consolidated financial information.

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

1 unchanged sentence

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 11, 2025 (the “2024 Annual Report”).

The information presented in the condensed consolidated financial statements and related notes as of March 31, 2025, and for the three months ended March 31, 2025 and 2024, is unaudited.

The information presented in the condensed consolidated financial statements and related notes as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, is unaudited.

The December 31, 2024 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

Interim results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.

Interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025, or any future period.

The accompanying condensed consolidated financial statements include the accounts of Werewolf Therapeutics, Inc.

3 unchanged sentences

The significant accounting policies and estimates used in the preparation of the condensed consolidated financial statements are described in our audited financial statements as of and for the year ended December 31, 2024, and the notes thereto, which are included in the 2024 Annual Report.

Other than as set forth below there have been no material changes in our significant accounting policies during the three months ended March 31, 2025.

Other than as set forth below there have been no material changes in our significant accounting policies during the six months ended June 30, 2025.

Use of Estimates

27 unchanged sentences

As a result, all remaining deferred revenue related to the Collaboration Agreement had been recognized upon execution of the Transfer Agreement.

Revenue recognized during the three months ended March 31, 2024 includes $ 0.4 million of revenue that was included in deferred revenue as of December 31, 2023.

Revenue recognized during the six months ended June 30, 2024 includes $ 1.3 million of revenue that was included in deferred revenue as of December 31, 2023.

At the end of each reporting period, we re-evaluate our estimate of the transaction price associated with the Collaboration Agreement and determine if variable consideration previously excluded from the transaction should be included in the transaction price based on changes in circumstances, if any.

During the three months ended March 31, 2025 and 2024, we did not recognize any adjustments to the transaction price associated with variable consideration previously excluded from the transaction price.

As of March 31, 2025, we have not received any royalty payments under the Collaboration Agreement.

During the six months ended June 30, 2025 and 2024, we did not recognize any adjustments to the transaction price associated with variable consideration previously excluded from the transaction price.

As of June 30, 2025, we have not received any royalty payments under the Collaboration Agreement.

Financial Instruments and Fair Value Measurements

Our assets that are required to be measured at fair value on a recurring basis consist of money market funds, classified as cash, cash equivalents and restricted cash and cash equivalents on our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

Our liabilities that are required to be measured at fair value on a recurring basis consist of a derivative liability pursuant to a loan and security agreement (the “K2HV Loan Agreement”) with K2 HealthVentures LLC (“K2HV”) (see Note 6, Term Loan ) on our condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024.

The carrying amounts reflected in the condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 were as follows:

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 were as follows:

Level 1 Level 2

17 unchanged sentences

$ — $ — $ 2,829 $ 2,829

There were no changes in valuation techniques used during the three months ended March 31, 2025.

There were no changes in valuation techniques used during the three or six months ended June 30, 2025.

Derivative Liability

2 unchanged sentences

The Fixed Price Conversion and Variable Price Conversion within the K2HV Loan Agreement are required to be bifurcated as a single compound embedded derivative carried at fair value, with subsequent changes in fair value recognized in the condensed consolidated statements of operations.

The following table reconciles the change in fair value of the derivative liability during the three months ended March 31, 2025 based on Level 3 inputs (in thousands):

Balance at December 31, 2024 $ 2,829

The following table reconciles the change in fair value of the derivative liability based on Level 3 inputs:

Six Months Ended June 30,

(in thousands)

Balance at beginning of period $ 2,829 $ —

Fair value of derivative liability at issuance of term loan

Change in fair value ( 190 ) ( 1,609 )

Balance at March 31, 2025 $ 2,658

The change in fair value of the derivative liability is included in other income (expense), net in the accompanying condensed consolidated statements of operations.

We recognized a gain on the change in fair value of the derivative liability of $ 0.2 million during the three months ended March 31, 2025.

Balance at end of period $ 2,639 $ 2,841

The change in fair value of the derivative liability is included in other income, net in the accompanying condensed consolidated statements of operations.

We recognized a nominal gain on the change in fair value of the derivative liability during the three months ended June 30, 2025 and a gain of $ 1.6 million during the three months ended June 30, 2024.

We recognized gains of $ 0.2 million and $ 1.6 million related to the change in fair value of the derivative liability during the six months ended June 30, 2025 and 2024, respectively.

The fair value of the derivative liability in the term loan was estimated using the Monte Carlo model.

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan as of March 31, 2025 and December 31, 2024 is as follows:

March 31, 2025 December 31, 2024

A summary of the weighted-average significant unobservable inputs (Level 3 inputs) used in measuring the derivative liability in the term loan as of June 30, 2025 and December 31, 2024 is as follows:

2025 December 31,

Stock Price $ 1.09 $ 1.48

7 unchanged sentences

(in thousands)

Contract research $ 2,923 $ 820

Manufacturing 2,346 4,783

Employee compensation and benefits 2,163 3,616

Contract research 1,408 820

Professional fees 671 747

4 unchanged sentences

PWB Loan Agreement

In April 2022, we entered into the PWB Loan Agreement with PWB and subsequently drew down an aggregate of $ 40.0 million in term loans.

In April 2022, we entered into a Loan Agreement (the “PWB Loan Agreement”) with Pacific Western Bank (“PWB”), and subsequently drew down an aggregate of $ 40.0 million in term loans.

The term loans accrued interest on the outstanding daily balance at a floating annual rate equal to greater of (i) 0.5 % above the prime rate then in effect or (ii) 4.5 %.

1 unchanged sentence

All interest chargeable under the PWB Loan Agreement was computed on a 360-day year for the actual number of days elapsed, with interest payable monthly.

We recognized interest expense related to the PWB Loan Agreement of $ 1.0 million during the three months ended March 31, 2024.

We recognized interest expense related to the PWB Loan Agreement of $ 0.3 million and $ 1.3 million during the three and six months ended June 30, 2024.

In May 2024, we repaid all amounts outstanding under the PWB Loan Agreement, using $ 29.5 million in net loan proceeds received under the K2HV Loan Agreement, as described below, together with $ 10.5 million in existing cash.

7 unchanged sentences

$ 25.0 million from the first tranche commitment and $ 5.0 million from the second tranche commitment.

A third tranche commitment of up to $ 10.0 million is available to be drawn at our option through June 30, 2025, subject to the achievement, as determined by the administrative agent in its discretion, of certain time-based, clinical and regulatory milestones and receipt of not less than $ 60.0 million in net cash proceeds from certain financing activities, with at least $ 50.0 million from a single offering of common stock.

A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at our option through May 1, 2026 or if the third tranche is funded, May 1, 2027, subject to Lender’s review of our clinical, financial and operating plan and subject to the Lender’s consent in its sole and absolute discretion.

The term loan matures on May 1, 2028, and we are obligated to make interest only payments for the first 24 months, or 36 months if the third tranche is funded, followed by interest and equal principal payments each month thereafter through the maturity date.

A third tranche commitment of up to $ 10.0 million was available to be drawn at our option through June 30, 2025, subject to the achievement, as determined by the administrative agent in its discretion, of certain time-based, clinical and regulatory milestones and receipt of not less than $ 60.0 million in net cash proceeds from certain financing activities, with at least $ 50.0 million from a single offering of common stock.

Our ability to draw upon the third tranche commitment expired on June 30, 2025 without being drawn upon.

A fourth tranche commitment of up to $ 20.0 million is available to be drawn down at

our option through May 1, 2026, subject to Lender’s review of our clinical, financial and operating plan and subject to the Lender’s consent in its sole and absolute discretion.

The term loan matures on May 1, 2028, and we are obligated to make interest only payments for the first 24 months followed by interest and equal principal payments each month thereafter through the maturity date.

The term loan bears a variable interest rate equal to the greater of (i) 10.3 %, and (ii) the sum of (A) the prime rate last quoted in The Wall Street Journal (or a comparable replacement rate if The Wall Street Journal ceases to quote such rate) and (B) 1.8 %.

We may prepay, at our option, all, but not less than all, of the outstanding principal balance and all accrued and

unpaid interest with respect to the principal balance being prepaid of the term loans, subject to a prepayment premium to which the Lenders are entitled and certain notice requirements.

We may prepay, at our option, all, but not less than all, of the outstanding principal balance and all accrued and unpaid interest with respect to the principal balance being prepaid of the term loans, subject to a prepayment premium to which the Lenders are entitled and certain notice requirements.

We are obligated to pay a final fee equal to 6.95 % of the aggregate amount of the term loans funded, or the Final Fee, to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans.

7 unchanged sentences

Upon the occurrence of an event of default, a default interest rate of an additional 5.0 % per annum may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the K2HV Loan Agreement and under applicable law.

As of March 31, 2025, we are in compliance with all covenants.

As of June 30, 2025, we are in compliance with all covenants.

Subject to certain conditions, we granted the Lenders the right, prior to repayment of the term loans, to invest up to $ 5.0 million in the aggregate in future offerings of capital stock, at market terms, subject to certain exceptions and conditions.

1 unchanged sentence

These debt issuance costs, together with the fair value of the embedded derivative of $ 4.5 million at inception of the K2HV Loan Agreement, resulted in a debt discount of $ 5.1 million which is being amortized to interest expense over the term of the K2HV Loan Agreement using the effective interest method.

As of March 31, 2025, the fair value of the term loan was estimated to be approximately $ 27.8 million.

As of June 30, 2025, the fair value of the term loan was estimated to be approximately $ 28.3 million.

The fair value was measured using a discounted cash flow analysis, specifically the yield method, which requires the use of Level 3 inputs in the fair value hierarchy.

The outstanding term loans payable consists of the following:

March 31, 2025 December 31, 2024

2025 December 31,

(in thousands)

Term loans $ 30,000 $ 30,000

Unamortized debt discount ( 3,415 ) ( 3,905 )

Total debt, long-term $ 26,585 $ 26,095

Note payable $ 30,000 $ 30,000

Unamortized debt discount and issuance costs ( 2,895 ) ( 3,905 )

Net carrying amount of note payable 27,105 26,095

current portion of note payable ( 2,400 ) —

Note payable, net, less current portion $ 24,705 $ 26,095

The following table provides the components of interest expense related to the K2HV Loan Agreement:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

Interest expense based on coupon interest rate ( 10.3 %) of outstanding term loans

$ 781 $ 515 $ 1,554 $ 515

Amortization of debt discount and accretion of Final Fee ( 8.94 %)

520 285 1,010 285

Total interest expense on effective rate ( 19.24 %)

$ 1,301 $ 800 $ 2,564 $ 800

The following table presents the total principal payments and Final Fee scheduled to become due during each of the years ended December 31 (in thousands):

2025 (remaining as of March 31, 2025)

2025 (remaining as of June 30, 2025)

Total principal payments and Final Fee $ 32,085

2 unchanged sentences

Common stockholders are entitled to dividends if and when declared by our board of directors.

As of March 31, 2025, no dividends on common stock had been declared by us.

As of June 30, 2025, no dividends on common stock had been declared by us.

On May 10, 2022, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink Partners”), pursuant to which we are entitled to offer and sell shares of our common stock (the “ATM Offering”).

The Sales Agreement provides that Leerink Partners will be entitled to a sales commission equal to 3.0 % of the gross sales price per share of all shares sold under the ATM Offering.

We were initially entitled to offer and sell shares of our common stock having an aggregate offering price of up to $ 50.0 million in the ATM Offering.

On February 9, 2024, we filed a prospectus supplement (the “Prospectus Supplement”) under our shelf registration statement for the offer and sale of shares of our common stock having an offering price of up to an additional $ 25.0 million in the ATM Offering.

Following our filing of the Prospectus Supplement, we are now entitled to offer and sell shares of our common stock with an aggregate offering price of up to $ 75.0 million pursuant to the Sales Agreement.

During the three months ended March 31, 2025, we did not sell any shares of our common stock under the ATM Offering.

During the three months ended March 31, 2024, we sold 4,169,324 shares of our common stock at an average price of $ 5.05 per share for net proceeds of $ 20.1 million after deducting sales commissions and offering expenses.

We were initially entitled to offer and sell shares of our common stock having an aggregate offering price of up to $ 50.0 million in the ATM Offering, which was subsequently increased in February 2024 to $ 75.0 million.

On May 8, 2025, we filed a new Registration Statement on Form S-3 and filed a new prospectus covering the ATM Offering (the “Prospectus”).

As a result of becoming subject to General Instruction I.B.6 of Form S-3 (the “Baby Shelf Limitation”), we may offer and sell shares of our common stock with an aggregate offering price of up to $ 12.5 million in the ATM Offering.

As of June 30, 2025, we remain subject to the Baby Shelf Limitation.

During the six months ended June 30, 2025, we sold 421,766 shares of our common stock at an average price of $ 1.33 per share for net proceeds of $ 0.3 million after deducting sales commissions and offering expenses.

During the six months ended June 30, 2024, we sold 4,342,320 shares of our common stock at an average price of $ 5.11 per share for net proceeds of $ 21.1 million after deducting sales commissions and offering expenses.

We have reserved shares of common stock for issuance as follows:

As of March 31, 2025 As of December 31, 2024

As of June 30, 2025 As of December 31, 2024

Shares reserved for exercises of outstanding stock options

1 unchanged sentence

Shares reserved for exercises of warrants

46,487 58,904

Shares reserved for issuance under the 2021 Employee Stock Purchase Plan

8 unchanged sentences

We are authorized to issue 5,000,000 shares of undesignated preferred stock in one or more series.

As of March 31, 2025, no shares of preferred stock were issued or outstanding.

As of June 30, 2025, no shares of preferred stock were issued or outstanding.

Stock-based Compensation

11 unchanged sentences

The number of shares added each year will be equal to the lesser of (i) 5 % of the number of outstanding common stock on such date and (ii) such amount as determined by our board of directors.

As of March 31, 2025, a cumulative total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.

As of June 30, 2025, a cumulative total of 7,152,859 additional shares have been added to the total shares authorized for issuance under the 2021 Plan in accordance with these terms.

2021 Employee Stock Purchase Plan

2 unchanged sentences

The purchase price of each of the shares purchased, in a given purchase period, will be equal to 85 % of the lesser of the closing price of a share of our common stock on (i) the first day of the offering period, or (ii) the last day of the offering period.

During the three months ended March 31, 2025 and 2024, no shares of our common stock were purchased by participants of the 2021 ESPP.

During the six months ended June 30, 2025 and 2024, 39,853 shares and 35,180 shares of our common stock, respectively, were purchased by participants of the 2021 ESPP.

Inducement Stock Option Awards

We may grant inducement equity awards in the form of non-qualified stock options to purchase shares of our common stock to newly hired employees pursuant to Nasdaq Listing Rule 5635(c)(4) (“Inducement Awards”).

During the six months ended June 30, 2025 we granted 201,720 Inducement Awards.

No Inducement Awards were granted during the six months ended June 30, 2024.

The valuation assumptions and activity associated with Inducement Awards are included in the stock option activity described below.

Stock-Based Compensation Expense

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

2 unchanged sentences

General and administrative

820 1,086 1,771 2,209

Total stock-based compensation

2 unchanged sentences

As of December 31, 2024, all RSUs granted to employees or non-employees had become fully vested or had been previously forfeited.

No RSUs were granted during the three months ended March 31, 2025.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of March 31, 2025.

No RSUs vested during the three months ended March 31, 2024.

No RSUs were granted during the six months ended June 30, 2025.

Accordingly, we had no unrecognized stock-based compensation expense related to unvested RSUs as of June 30, 2025.

The aggregate fair value of RSUs that vested during the three and six months ended June 30, 2024, was $ 0.7 million based upon the fair value of the stock underlying the RSUs on the day of vesting.

Stock Option Activity

The fair value of stock options granted during the three months ended March 31, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:

The fair value of stock options granted during the three and six months ended June 30, 2025 and 2024 was calculated on the date of grant using the following weighted-average assumptions:

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Risk-free interest rate

4.0 % 4.5 % 4.4 % 4.0 %

Expected term (in years)

5.8 5.5 5.9 6.0

Expected annual dividend yield

— % — % — % — %

Expected volatility

95.2 % 92.6 % 95.3 % 92.6 %

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended March 31, 2025 and 2024 was $ 1.22 and $ 3.59 per share, respectively.

The following table summarizes stock option activity during the three months ended March 31, 2025:

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the three months ended June 30, 2025 and 2024 was $ 0.82 and $ 3.68 per share, respectively.

Using the Black-Scholes option pricing model, the weighted-average grant date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $ 1.17 and $ 3.60 per share, respectively.

The following table summarizes stock option activity during the six months ended June 30, 2025:

Options Outstanding

5 unchanged sentences

( 447,526 ) $ 5.21

Outstanding at March 31, 2025 10,282,640 $ 5.00 7.82 $ —

Exercisable at March 31, 2025 5,285,639 $ 7.01 6.57 $ —

No stock options were exercised during the three months ended March 31, 2025.

The aggregate intrinsic fair value of stock options exercised during the three months ended March 31, 2024 was nominal .

As of March 31, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 9.8 million, which we expect to recognize over a weighted-average period of approximately 2.4 years.

Outstanding at June 30, 2025 10,461,702 $ 4.80 7.62 $ —

Exercisable at June 30, 2025 5,717,159 $ 6.70 6.43 $ —

No stock options were exercised during the three and six months ended June 30, 2025.

The aggregate intrinsic fair value of stock options exercised during the three and six months ended June 30, 2024 was nominal for each period.

As of June 30, 2025, we had unrecognized stock-based compensation expense related to unvested stock options of $ 8.2 million, which we expect to recognize over a weighted-average period of approximately 2.2 years.

Related Parties

6 unchanged sentences

Net Loss Attributable to Common Stockholders per Share

For purposes of the diluted net loss attributable to common stockholders per share calculation, outstanding stock options, unvested RSAs, unvested RSUs, the conversion option derivative under the K2HV Loan Agreement, and warrants to purchase common stock are considered to be potentially dilutive securities;

however, the following weighted-average amounts were excluded from the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive:

common stock are considered to be potentially dilutive securities;

however, the following amounts were excluded from the weighted-average common stock outstanding in the calculation of diluted net loss attributable to common stockholders per share because their effect would be anti-dilutive:

Outstanding stock options

2 unchanged sentences

Warrants to purchase common stock

46,487 58,904

Common stock to be issued under the 2021 ESPP 70,602 36,767

Common stock to be issued upon exercise of the K2HV Loan Agreement conversion feature

10,532,304 7,755,704

As described below, the conversion option derivative under the K2HV Loan Agreement was determined to be dilutive for the three and six months ended June 30, 2024.

However, the effect of the conversion option derivative would have been anti-dilutive for the three and six months ended June 30, 2025.

Accordingly, we have excluded 791,364 shares of common stock equivalents that are available to be issued in conjunction with the conversion option derivative from the calculation of diluted net loss attributable to common stockholders per share for the three and six months ended June 30, 2025.

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the applicable period.

In computing diluted net loss per share, only potential shares of common stock that are dilutive are included.

We considered each issue or series of issues of potential shares of common stock separately when determining whether potential shares of common stock are dilutive or anti-dilutive.

We made such determination in sequence from the most dilutive to the least dilutive and concluded that the conversion option derivative under the K2HV Loan Agreement is dilutive to net loss per share for the three and six months ended June 30, 2024.

Pursuant to FASB ASC Topic 260, Earnings Per Share , we applied the if-converted method to determine the effect of the conversion option derivative under the K2HV Loan Agreement on the diluted earnings per share calculations.

Pursuant to such method, we adjusted the numerator for the gain recognized during the period in net loss from the conversion option derivative under the K2HV Loan Agreement and increased the denominator to include the number of additional shares of common stock that would have been outstanding if the conversion option derivative under the K2HV Loan Agreement were converted as of the beginning the period.

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

2025 2024 2025 2024

Net loss $ ( 17,982 ) $ ( 17,249 ) $ ( 36,071 ) $ ( 33,442 )

change in fair value of derivative liability

— ( 1,609 ) — ( 1,609 )

interest expense on converted term loan

Adjusted net loss $ ( 17,982 ) $ ( 18,738 ) $ ( 36,071 ) $ ( 34,931 )

Weighted-average common stock outstanding, basic 44,981,746 43,521,406 44,904,880 42,564,342

Dilutive effect of common stock issuable from assumed conversion of convertible term loan

— 521,778 — 260,889

Weighted-average common stock outstanding, diluted 44,981,746 44,043,184 44,904,880 42,825,231

Net loss per share

Basic $ ( 0.40 ) $ ( 0.40 ) $ ( 0.80 ) $ ( 0.79 )

Diluted $ ( 0.40 ) $ ( 0.43 ) $ ( 0.80 ) $ ( 0.82 )

Segment Information

3 unchanged sentences

When evaluating our financial performance, our CODM regularly reviews total expenses and expenses by function and makes decisions using this information based on the performance of the enterprise as a whole.

Our CODM primarily evaluates the performance of the enterprise based on results that have a direct impact on our available cash and cash equivalents and accordingly places less significance on non-cash expenses such as stock-based compensation and depreciation expenses in determining how to allocate resources.

Our CODM primarily evaluates the performance of the enterprise based on results that have a direct impact on our available cash and cash equivalents

and accordingly places less significance on non-cash expenses such as stock-based compensation and depreciation expenses in determining how to allocate resources.

Segment assets regularly reviewed by our CODM include measures of liquidity, primarily available cash and cash equivalents, and are consistent with the presentation of cash and cash equivalents reported in our condensed consolidated balance sheets.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands)

Collaboration revenue

$ — $ 1,143 $ — $ 1,885

Clinical development 5,710 5,684 10,039 8,412

Manufacturing 4,088 4,393

General and administrative support 3,486 3,621 7,309 7,360

Research and discovery 3,537 3,270 6,856 7,545

Manufacturing 2,610 4,472 6,698 8,865

Other segment expenses (a)

2,199 3,056 4,631 5,825

Interest income 850 1,793 1,847 3,766

Interest expense ( 1,301 ) ( 1,142 ) ( 2,564 ) ( 2,145 )

Other income (expense), net 168 ( 1 )

Loss on extinguishment of debt — ( 553 ) — ( 553 )

Other income, net 11 1,613 179 1,612

Segment and consolidated net loss $ ( 17,982 ) $ ( 17,249 ) $ ( 36,071 ) $ ( 33,442 )

1 unchanged sentence

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