What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-06 · 76 added, 144 removed, 256 unchanged (46% of the section changed)

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In 2022, we received approval for our lead product, KIMMTRAK, for the treatment of unresectable or metastatic uveal melanoma ("mUM") from the FDA, the European Commission, and other health authorities.

KIMMTRAK is now approved in 39 countries for the treatment of unresectable or mUM.

We have commercially launched KIMMTRAK in 28 countries globally including the United States, Germany and France through September 30, 2025, with further commercial launches planned in additional territories where KIMMTRAK is approved.

KIMMTRAK is now approved in 39 countries and we have commercially launched KIMMTRAK in over 30 countries, including the United States, Germany and France, among other territories.

KIMMTRAK is the lead product from our ImmTAX platform and was the first approved therapy in mUM.

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We have incurred significant operating losses and expect to continue to incur significant expenses and operating losses for the near future.

We had net losses of $0.2 million and $5.5 million for the three and nine months ended September 30, 2025, respectively, and net income of $8.7 million and net loss of $27.3 million for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, our accumulated deficit was $801.2 million.

We expect to continue to incur significant and increasing expenses and to incur operating losses for the foreseeable future, as we advance our product candidates through preclinical and clinical development and seek regulatory approvals, manufacture drug product and drug supply, maintain and expand our intellectual property portfolio, as well as hire additional personnel, pay for further accounting, audit, legal, regulatory and consulting services, and pay costs associated with maintaining compliance with Nasdaq listing rules and the requirements of the SEC, director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.

We had net income of $13.0 million and of $5.0 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, our accumulated deficit was $818.3 million.

Despite the net income result for the three months ended March 31, 2026, we expect to continue to incur significant and increasing expenses and to incur operating losses for the foreseeable future, as we advance our product candidates through preclinical and clinical development and seek regulatory approvals, manufacture drug product and drug supply, maintain and expand our intellectual property portfolio, as well as hire additional personnel, pay for further accounting, audit, legal, regulatory and consulting services, and pay costs associated with director and officer liability insurance, investor and public relations activities and other expenses associated with operating as a public company.

We do not expect to generate revenue from the sale of our other product candidates unless and until we successfully complete clinical development of and obtain regulatory approval for such product candidates.

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Recent Developments

The Independent Data Monitoring Committee ("IDMC") has recommended the dose of 160 mcg as the go-forward dose in PRISM-MEL-301, our registrational Phase 3 trial in first-line, advanced cutaneous melanoma.

The IDMC made the decision following a pre-planned review of safety for all three arms and of efficacy for the two brenetafusp regimens (40 mcg and 160 mcg) in the first 90 patients randomized in the Phase 3 trial.

Patients treated with the dose of 160 mcg will be included in the intent-to-treat analysis for the primary endpoint.

Patients who are receiving 40 mcg have the option to dose-escalate to 160 mcg, but will not be included in the intent-to-treat analysis for the primary endpoint.

We will now continue with a 1:1 randomization of HLA-A*02:01 positive, first-line, advanced or metastatic cutaneous melanoma patients to brenetafusp 160 mcg + nivolumab or a control arm of either nivolumab or nivolumab + relatlimab.

We will present a poster, entitled "IMC-I109V, a soluble T cell receptor (TCR) bispecific targeting HBsAg (ENVxCD3), is tolerable and active against hepatitis B in a first-in-human (FIH) single ascending dose (SAD) study" (Poster 1185), at the 2025 American Association for the Study of Liver Diseases’ Meeting on November 7, 2025.

We presented the five-year overall survival (OS) from our pivotal Phase 3 trial with KIMMTRAK in unresectable or mUM, in an oral session at the American Association for Cancer Research (AACR) 2026 meeting.

This is the longest, prospective Phase 3 randomized trial in patients with unresectable or mUM – a disease with a very poor prognosis and a historical survival rate of <5% at five years.

These results also represent the longest follow-up reported for any T cell engager in a solid tumor.

In the Phase 3 trial, KIMMTRAK doubled the likelihood of being alive at five years, with an OS for KIMMTRAK of 16% versus 8% in the control arm (hazard ratio of 0.67 [95% CI:

In the trial, 378 patients were randomized to tebentafusp (252) or investigator’s choice (126;

82% pembrolizumab).

The median OS was 21.6 months on KIMMTRAK, versus 16.9 months on investigator’s choice (IC).

The Kaplan–Meier survival curves separated early and remained separated over time, confirming the durability of the benefit with extended follow-up.

The OS benefit with KIMMTRAK was observed regardless of known poor prognostic factors at baseline (high tumor burden [≥10cm];

elevated lactate dehydrogenase) or tumor location (hepatic only;

hepatic and extra-hepatic).

OS benefit was also observed in patients with a best response of progressive disease, including those with >20% tumor growth as best change on treatment.

More patients continued treatment beyond progression in the KIMMTRAK arm than in the control arm (57% vs 25%) – with the trial allowing this option in both arms.

Patients on KIMMTRAK achieved nearly a 7-fold higher rate of tumor reduction with treatment beyond initial progression compared to IC patients (27% vs 4%).

In fact, patients who continued tebentafusp treatment beyond tumor progression experienced longer post-progression survival compared to those who stopped treatment, even after accounting for variations in patient characteristics.

During the 2026 American Society of Clinical Oncology Meeting in May, we will present two posters titled "Phase 1 evaluation of the PRAME‑targeted ImmTAC brenetafusp in advanced melanoma" (Abstract number:

9527) and "Effect of IL7 on ImmTAC-mediated killing by T cells in vitro and T-cell fitness in patients" (Abstract number:

Components of Results of Operations

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R&D tax regime.

For the periods ending September 30, 2025 and 2024, we claimed credits under the Research and Development Expenditure Credit ("RDEC") program and these credits are presented as a reduction to R&D expenses.

Under the RDEC program, tax credits for qualifying R&D expenses incurred prior to April 1, 2023 are granted at a headline rate of 13% and can generate cash rebates of up to 10.5% of qualifying R&D expenses.

The headline rate under the RDEC program increased from 13% to 20% on April 1, 2023 and can generate cash rebates of up to 15% (increased from 10.5%) on qualifying R&D expenses incurred from this date.

For the periods ended March 31, 2026 and 2025, we claimed credits under the Research and Development Expenditure Credit ("RDEC") program and these credits are presented as a reduction to R&D expenses.

Under the RDEC program, tax credits for qualifying R&D expenses are granted at a headline rate of 20% and can generate cash rebates of up to 15% of qualifying R&D expenses.

Recent amendments to the U.K.

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Interest expense represents costs under our interest-bearing loans and borrowings under the effective interest method.

Foreign currency (loss) gain

Foreign currency (loss) gain arises on a variety of items, including on U.S.

Foreign currency (losses) gains

Foreign currency (losses) gains arises on a variety of items, including on U.S.

dollar monetary assets and liabilities held by our main operating subsidiary in the United Kingdom, including cash and cash equivalents.

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Due to the nature of our business and on a consolidated basis, we have generated cumulative losses since inception.

Our income tax expense represents the sum of income taxes payable in the United States, Ireland and Switzerland, offset by deferred tax credits arising on deferred tax assets generated.

Our income tax expense represents the sum of income taxes payable in Ireland and Switzerland, offset by movements in our deferred tax assets.

Unsurrendered tax losses are carried forward to be offset against future taxable profits.

After accounting for tax credits receivable, there were accumulated tax losses available for carry forward in the United Kingdom of $275.7 million as of September 30, 2025.

A full valuation allowance is recognized in respect of accumulated tax losses and other temporary differences in the United Kingdom because future profits are not sufficiently certain.

A deferred tax asset is, however, recognized in respect of the subsidiary in the United States, relating to unused tax credits on share-based compensation expense and other temporary differences on the basis that we expect to continue generating U.S.

taxable income against which deductible temporary differences can unwind.

As we begin to generate significant net revenue from sale of therapies, we may benefit from the U.K.’s “patent box” regime, which allows profits attributable to revenues from patents or patented products to be taxed at a lower rate than other revenue.

After accounting for tax credits receivable, there were accumulated tax losses available for carry forward in the United Kingdom and United States of $596.7 million and $103.1 million, respectively, as of March 31, 2026.

A full valuation allowance is recognized in respect of accumulated tax losses and other temporary differences in the United Kingdom and United States because future profits are not sufficiently certain.

As we generate significant net revenue from sale of therapies, we are able to benefit from the U.K.’s “patent box” regime, which allows profits attributable to revenues from patents or patented products to be taxed at a lower rate than other revenue.

We have filed the patent box election for the 2023 and 2024 tax years and intend to file the patent box election for 2025 and subsequent years.

The effective rate of tax for relevant streams of revenue for companies receiving this relief is 10%.

Comparison of the Three Months Ended September 30, 2025 and 2024

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table summarizes our total revenue (in thousands):

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 Increase /

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Revenue from sale of therapies, net

Revenue from sale of therapies, net is presented by country / region based on location of the end customer below (in thousands):

Three Months Ended September 30,

Revenue from sale of therapies, net is presented by country / region based on location of the end customer in the table below (in thousands):

Three Months Ended March 31,

2026 2025 Increase /

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$ 106,677 $ 93,881 $ 12,796 13.6 %

For the three months ended September 30, 2025, we generated net revenue from sale of therapies of $103.7 million due to the sale of KIMMTRAK, of which $67.3 million was in the United States, $33.5 million in Europe and $2.9 million in International.

Revenue from sale of therapies, net increased in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due primarily to increased sales volume in the United States and Europe as well as global country expansion.

For the three months ended March 31, 2026, we generated net revenue from sale of therapies of $106.7 million due to the sale of KIMMTRAK, of which $67.4 million was in the United States, $34.4 million in Europe and $4.8 million in International.

Revenue from sale of therapies, net increased in the three months ended March 31, 2026 compared to the three months ended March 31, 2025, due primarily to increased sales volume in the United States and Europe as well as global country expansion.

The following table summarizes our R&D expenses (in thousands):

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 Increase /

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All other external clinical and preclinical costs 8,493 11,231 (2,738) (24.4) %

15,551 6,361 9,190 144.5 %

Total external R&D expenses 38,792 37,931 861 2.3 %

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R&D tax credits (1,986) (2,086) 100 (4.8) %

(2,237) (2,068) (169) 8.2 %

Total internal R&D expenses 22,321 18,537 3,784 20.4 %

Total R&D expenses $ 61,113 $ 56,468 $ 4,645 8.2 %

For the three months ended September 30, 2025, our R&D expenses were $70.6 million, compared to $52.8 million for the three months ended September 30, 2024.

For the three months ended September 30, 2025, our external R&D expenses increased by $16.1 million due to an increase in all other external clinical and preclinical costs of $9.2 million related to continued progress in the pipeline, primarily for our autoimmune programs, including clinical material manufacturing for anticipated Phase 1 initiations.

In addition, there was an increase of $3.5 million in expenses incurred for our PRAME programs due to enrollment in our PRISM-MEL-301 Phase 3 clinical trial and an increase of $3.5 million in expenses incurred for our tebentafusp programs as a result of the advanced cutaneous melanoma ("TEBE-AM") and ATOM Phase 3 trials.

For the three months ended September 30, 2025, our internal R&D expenses increased by $1.7 million primarily due to an increase in all other internal R&D costs due to the growth of our clinical and preclinical programs.

We expect our R&D expenses to increase in future periods as we advance our trials and further develop our clinical and preclinical pipeline.

For the three months ended March 31, 2026, our R&D expenses were $61.1 million, compared to $56.5 million for the three months ended March 31, 2025.

For the three months ended March 31, 2026, our external R&D expenses increased by $0.9 million primarily due to an increase of $3.9 million in expenses incurred for our PRAME programs, primarily driven by higher costs associated with enrollment in the PRISM-MEL-301 Phase 3 clinical trial, partially offset by lower costs following decreased patient enrollment in the PRAME-101 Phase 1/2 clinical trial.

This net increase is partially offset by a decrease in all other external clinical and preclinical costs of $2.7 million due to timing of manufacturing activities in the pipeline, primarily for our autoimmune programs.

For the three months ended March 31, 2026, our internal R&D expenses increased by $3.8 million primarily due to increases in salaries and other employee-related costs following the growth of our clinical and preclinical programs and associated headcount increases.

SG&A Expenses

For the three months ended September 30, 2025, our SG&A expenses were $39.8 million, compared to $35.5 for the three months ended September 30, 2024, an increase of $4.2 million.

The increase was due to higher costs related to commercial and business support functions to support our growing pipeline and global commercial expansion.

For the three months ended March 31, 2026, our SG&A expenses were $37.9 million, compared to $40.2 million for the three months ended March 31, 2025, reflecting a decrease of $2.3 million.

The decrease was primarily due to lower internal costs following increases in share-based compensation forfeitures, partially offset by increased costs related to business support functions to support our growing pipeline and global commercial expansion.

Interest Income and Interest Expense

For the three months ended September 30, 2025, interest income was $4.1 million compared to $6.0 million for the three months ended September 30, 2024.

For the three months ended March 31, 2026, interest income was $3.4 million, compared to $4.2 million for the three months ended March 31, 2025.

This decrease of $0.8 million was due to lower interest rates earned on our money market funds.

For the three months ended September 30, 2025, interest expense was $3.0 million compared to $4.3 million for the three months ended September 30, 2024 and the decrease was related to interest on the Pharmakon loan in 2024, which was repaid in November 2024.

Foreign Currency Gain

For the three months ended September 30, 2025, foreign currency gain was $1.3 million compared to $4.0 million for the three months ended September 30, 2024.

This decrease of $2.7 million reflects less favorable exchange rate movements mainly due to the strengthening of the U.S.

dollar against the pound sterling and the euro in the three months ended September 30, 2025.

Other Income, Net

For the three months ended September 30, 2025, other income, net was $5.1 million compared to $9.0 million for the three months ended September 30, 2024.

This decrease was due to higher unrealized gains resulting from the change in fair value of our marketable securities in the three months ended September 30, 2024 related to more favorable interest rate movement.

Income Tax (Expense) Benefit

For the three months ended September 30, 2025, the income tax expense was $0.5 million compared to an income tax benefit of $2.6 million for the three months ended September 30, 2024.

This change was due to a favorable discrete item in the three months ended September 30, 2024 related to U.S.

research tax credits claimed on our 2023 U.S.

income tax return.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table summarizes our total revenue (in thousands):

Nine Months Ended September 30,

2025 2024 Increase /

(decrease) % Increase /

Revenue from sale of therapies, net

$ 295,538 $ 225,937 $ 69,601 30.8 %

Collaboration revenue

— 213 (213) (100.0) %

Total revenue

$ 295,538 $ 226,150 $ 69,388 30.7 %

Revenue from sale of therapies, net

Revenue from sale of therapies, net is presented by country / region based on location of the end customer below (in thousands).

Nine Months Ended September 30,

2025 2024 Increase /

(decrease) % Increase /

United States

$ 187,994 $ 162,900 $ 25,094 15.4 %

99,372 55,454 43,918 79.2 %

International

8,172 7,583 589 7.8 %

Revenue from sale of therapies, net

$ 295,538 $ 225,937 $ 69,601 30.8 %

For the nine months ended September 30, 2025, we generated revenue from sale of therapies, net of $295.5 million, due to the sale of KIMMTRAK, of which $188.0 million was in the United States, $99.4 million in Europe (including the impact of a net decrease in estimated reserves related to prior periods of $6.0 million) and $8.2 million in International.

Revenue from sale of therapies, net increased in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, due primarily to increased volume in the United States and Europe as well as global country expansion.

The following table summarizes our R&D expenses (in thousands):

Nine Months Ended September 30,

2025 2024 Increase /

(decrease) % Increase /

External R&D expenses:

PRAME programs $ 59,950 $ 67,144 $ (7,194) (10.7) %

Tebentafusp programs 30,196 18,766 11,430 60.9 %

Infectious disease programs 4,077 5,009 (932) (18.6) %

All other external clinical and preclinical costs 42,035 17,309 24,726 142.9 %

Total external R&D expenses 136,258 108,228 28,030 25.9 %

Internal R&D expenses:

Salaries and other employee-related costs 35,882 33,247 2,635 7.9 %

Share-based compensation expense 6,667 5,971 696 11.7 %

All other internal R&D costs 23,780 19,577 4,203 21.5 %

R&D tax credits

(6,539) (5,722) (817) 14.3 %

Total internal R&D expenses 59,790 53,073 6,717 12.7 %

Total R&D expenses $ 196,048 $ 161,301 $ 34,747 21.5 %

For the nine months ended September 30, 2025, our R&D expenses were $196.0 million, compared to $161.3 million for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, our external R&D expenses increased by $28.0 million due to an increase in all other external clinical and preclinical costs of $24.7 million related to continued progress in the pipeline, primarily for our autoimmune programs, including clinical material manufacturing for anticipated Phase 1 initiation.

In addition, R&D expenses incurred for our tebentafusp programs increased by $11.4 million as a result of the TEBE-AM and ATOM Phase 3 trials and purchases of drug consumables.

There was a decrease of $7.2 million in expenses incurred for our PRAME programs primarily resulting from higher costs in the nine months ended September 30, 2024 due to timing of manufacturing batches and purchases of drug consumables for our clinical trials, partially offset by higher costs in the nine months ended September 30, 2025 due to enrollment in our PRISM-MEL-301 Phase 3 clinical trial.

For the nine months ended September 30, 2025, our internal R&D expenses increased by $6.7 million primarily due to an increase in salaries and other employee-related costs and all other internal R&D costs due to the growth of our clinical and preclinical programs.

SG&A Expenses

For the nine months ended September 30, 2025, our SG&A expenses were $122.8 million, compared to $113.5 million for the nine months ended September 30, 2024, an increase of $9.3 million.

The increase was due to costs related to commercial and business support functions to support our growing pipeline and global commercial expansion.

Interest Income and Interest Expense

For the nine months ended September 30, 2025, interest income was $12.6 million compared to $20.4 million for the nine months ended September 30, 2024.

This decrease of $7.8 million was due to reduced cash and cash equivalents balances primarily related to purchases of marketable securities of $350.0 million in the second quarter of 2024 and lower interest rates earned on our money market funds in the nine months ended September 30, 2025.

For the nine months ended September 30, 2025, interest expense was $9.1 million compared to $11.8 million for the nine months ended September 30, 2024, and the decrease was related to interest on the Pharmakon loan which was repaid in November 2024.

Foreign Currency Gain

For the nine months ended September 30, 2025, foreign currency gain was $3.7 million compared to $1.0 million for the nine months ended September 30, 2024.

This increase of $2.7 million reflects favorable exchange rate movements mainly due to the weakening of the U.S.

dollar against the pound sterling and the euro in the nine months ended September 30, 2025.

For the three months ended March 31, 2026, interest expense on our convertible loan notes was $3.1 million, compared to $3.0 million for the three months ended March 31, 2025.

Foreign Currency Gains

For the three months ended March 31, 2026, foreign currency gain was $3.8 million compared to $3.1 million, for the three months ended March 31, 2025.

This increase of $0.7 million reflects more favorable exchange rate movements mainly due to the weakening of the U.S.

dollar against the pound sterling and the euro when comparing the three months ended March 31, 2026 with the three months ended March 31, 2025.

Other Income, Net

For the nine months ended September 30, 2025, other income, net was $15.2 million compared to $13.2 million for the nine months ended September 30, 2024.

The increase was primarily related to income on our marketable securities purchased in the second quarter of 2024, including the unrealized gains resulting from the change in fair value, partially offset by lower unrealized gains due to less favorable interest rate movement in the nine months ended September 30, 2025.

Income Tax (Expense) Benefit

For the nine months ended September 30, 2025, the income tax expense was $2.1 million compared to an income tax benefit of $0.8 million for the nine months ended September 30, 2024.

This change was due to a favorable discrete item in the nine months ended September 30, 2024 related to U.S.

research tax credits claimed on our 2023 U.S.

income tax return.

For the three months ended March 31, 2026, other income, net was $1.8 million compared to $5.5 million for the three months ended March 31, 2025.

This decrease was due to lower unrealized gains due to less favorable interest rates impacting our marketable securities in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Income Tax Expense

For the three months ended March 31, 2026, the income tax expense was $0.3 million compared to $1.1 million for the three months ended March 31, 2025.

This change was the result of lower forecasted taxable income in the United States jurisdiction.

Liquidity and Capital Resources

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Although we have recorded revenue from the sale of therapies, we have continued to incur operating losses and cumulative negative cash flows from our operations since our inception.

We have an accumulated deficit of $801.2 million as of September 30, 2025.

We have an accumulated deficit of $818.3 million as of March 31, 2026.

Since our inception, we have funded our operations primarily with proceeds from sales of equity securities, revenue from sale of therapies, debt financings and historical payments from collaboration partners.

As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $498.4 million and $455.7 million, respectively, and marketable securities of $393.9 million and $364.6 million, respectively.

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $452.7 million and $467.7 million, respectively, and marketable securities of $392.2 million and $396.4 million, respectively.

Our working capital was $763.7 million as of March 31, 2026, compared to $750.0 million as of December 31, 2025.

In September 2022, we entered into an Open Market Sale Agreement (the "Sales Agreement") with Jefferies LLC ("Jefferies"), pursuant to which we may issue and sell ADSs, each representing one ordinary share, having an aggregate offering price of up to $250 million, from time to time, in one or more at-the-market offerings, for which Jefferies will act as sales agent and/or principal.

The at-the-market facility has been registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3ASR (File No.

As of September 30, 2025, no issuances or sales had been made pursuant to the Sales Agreement.

As of March 31, 2026, no issuances or sales have been made pursuant to the Sales Agreement.

In February 2024, we completed a private offering of $402.5 million aggregate principal amount of the Notes.

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Part of the proceeds were used to repay in full loans outstanding under our previous loan agreement with Pharmakon.

In the three months ending December 31, 2025, we expect to pay approximately $65.0 million related to accrued revenue deductions.

Other than the above mentioned indebtedness and payments, we currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business.

As of September 30, 2025, we had cash and cash equivalents of $498.4 million, as compared to $455.7 million as of December 31, 2024 and we also have marketable securities of $393.9 million as of September 30, 2025 as compared to $364.6 million as of December 31, 2024.

Our working capital was $852.5 million as of September 30, 2025, compared to $717.7 million as of December 31, 2024.

Other than the above mentioned indebtedness, we currently have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than our lease obligations and supplier purchase commitments in the normal course of business.

The following table summarizes the primary sources and uses of cash and cash equivalents for each period presented (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Cash and cash equivalents at beginning of period

$ 467,709 $ 455,731

Net cash provided by operating activities 21,943 40,012

Net cash used in investing activities (15,460) (351,589)

Net cash (used in) provided by operating activities (13,775) 435

Net cash provided by investing activities 4,219 9,702

Net cash provided by financing activities 656 2,551

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$ 452,675 $ 476,845

Net cash provided by our operating activities was $21.9 million for the nine months ended September 30, 2025, compared to $40.0 million for the nine months ended September 30, 2024.

This decrease of $18.1 million was primarily driven by a reduction in accrued expenses and other liabilities, reflecting the timing of payments, partially offset by an increase in net revenue from sale of therapies and cash collections.

Net cash used in investing activities was $15.5 million for the nine months ended September 30, 2025, compared to $351.6 million for the nine months ended September 30, 2024.

The decrease of $336.1 million is predominantly due to higher purchases of marketable securities in the nine months ended September 30, 2024 compared to the same period in 2025.

Net cash provided by our financing activities during the nine months ended September 30, 2025 was $8.1 million compared to $395.4 million for the nine months ended September 30, 2024.

The decrease of $387.3 million was primarily the result of the net cash proceeds from the Notes of $389.1 million received in the nine months ended September 30, 2024 with no similar proceeds received in the nine months ended September 30, 2025.

Net cash used in our operating activities was $13.8 million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $0.4 million for the three months ended March 31, 2025.

This change of $14.2 million was primarily driven by increases in accounts receivable and prepaid expenses working capital movements, reflecting the timing of payments, partially offset by accounts payable and accrued expenses working capital movements.

Net cash provided by investing activities was $4.2 million for the three months ended March 31, 2026, compared to $9.7 million for the three months ended March 31, 2025.

The decrease of $5.5 million is predominantly due to lower proceeds from the sale of marketable securities in the three months ended March 31, 2026 compared to the same period in 2025.

Net cash provided by our financing activities during the three months ended March 31, 2026 was $0.7 million compared to $2.6 million for the three months ended March 31, 2025.

The net cash provided by financing activities in both periods was primarily related to the exercise of share options.

Future Capital Requirements

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Moreover, we have based our estimates on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.

We held cash and cash equivalents of $498.4 million and marketable securities of $393.9 million as of September 30, 2025.

We held cash and cash equivalents of $452.7 million and marketable securities of $392.2 million as of March 31, 2026.

Based on our current operating plans, we expect that our existing cash and cash equivalents and marketable securities balances, along with anticipated revenue from KIMMTRAK, will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months from the date of filing of this Quarterly Report.

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While receipts from the sale of KIMMTRAK or other future products may fund our ongoing manufacturing and sales efforts, there can be no assurance that we will earn such revenues.

In the longer term, if we received regulatory approval for our other product candidates, we would expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize.

In the longer term, if we receive regulatory approval for our other product candidates, we would expect to incur significant commercialization expenses related to product manufacturing, sales, marketing and distribution, depending on where we choose to commercialize.

We may also require additional capital to pursue in-licenses or acquisitions of other product candidates.

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Critical Accounting Estimates

Our condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 , respectively, have been prepared in accordance with U.S.

Our condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 , respectively, have been prepared in accordance with U.S.

The preparation of the condensed consolidated financial statements requires us to make judgments, estimates and assumptions that affect the value of assets and liabilities—as well as contingent assets and liabilities—as reported on the balance sheet date, and revenues and expenses arising during the fiscal period.

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Judgment is applied to consider the relevance and reliability of information used to make these estimates.

Judgment has historically been required in determining expected rebate percentages for the amount of net revenue from sale of therapies in France.

Judgment has historically been made in determining expected rebate percentages for the amount of net revenue from sale of therapies in France.

Rebates payable were subject to a high degree of estimation uncertainty.

Our estimate of these rebates represented the difference between the expected agreed price for the commercial sale of KIMMTRAK in France, which has historically been subject to negotiation, and the initial price of tebentafusp and KIMMTRAK until the Company completed price negotiations in France during the three months ended March 31, 2025.

Our estimate of these rebates represented the difference between the expected agreed price for the commercial sale of KIMMTRAK in France, which has historically been subject to negotiation, and the initial price of tebentafusp and KIMMTRAK until we completed price negotiations in France in the year ended December 31, 2025.

Analysis of further legislative requirements, sales volumes and the expected benefit of KIMMTRAK to patients in France was also required in the assessment of rebates payable.

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For other European markets where the price is open to negotiation, judgments are made in line with expected pricing outcomes.

Our total accrued revenue deductions as of September 30, 2025 were $170.2 million, including amounts of $10.2 million for the critical estimates subject to greater estimation uncertainty and judgments described above.

These amounts are included within Accrued expenses and other current liabilities and Accrued expenses, non-current in the Condensed Consolidated Balance Sheet as of September 30, 2025.

In the three months ending December 31, 2025, we expect to pay approximately $65.0 million related to accrued revenue deductions.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $2.0 million reduction or increase in Revenue from sale of therapies, net reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2025.

Our total accrued revenue deductions as of March 31, 2026 were $144.5 million, including amounts of $8.8 million for the critical estimates subject to greater estimation uncertainty and judgments described above.

These amounts are included within Accrued expenses and other current liabilities and Accrued expenses, non-current in the Condensed Consolidated Balance Sheet as of March 31, 2026.

A 20% increase or decrease in estimates of expected rebate and chargeback percentages for amounts payable to governments or government agencies for the critical estimates described above would have resulted in a $1.8 million reduction or increase in Revenue from sale of therapies, net reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026.

We believe our expected values of accruals reported in the Condensed Consolidated Balance Sheet are materially appropriate;

however, due to the uncertainties and judgments outlined above, it is possible eventual amounts could significantly differ to these estimates.

For critical estimates reported as of December 31, 2024, additional information including completing price negotiations in France and Germany in the nine months ended September 30, 2025 resulted in a change in estimate of $6.0 million of net decrease to our total accrued revenue deductions as of September 30, 2025.

Recently Issued and Adopted Accounting Pronouncements

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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