Item 1. Financial Statements
Item 1. Financial Statements.
Inhibrx Biosciences, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share data and par value)
(Unaudited)
MARCH 31, DECEMBER 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 216,520 $ 152,596
Accounts receivable 214 397
Receivables from related parties — 23
Prepaid expenses and other current assets 6,652 7,382
Total current assets 223,386 160,398
Property and equipment, net 5,546 6,200
Operating right-of-use asset
6,904 7,338
Other non-current assets 6,803 6,831
Total assets $ 242,639 $ 180,767
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 8,892 $ 9,245
Accrued expenses 32,774 29,890
Current portion of operating lease liability
1,973 1,595
Total current liabilities 43,639 40,730
Long-term debt, net
98,653 —
Non-current portion of operating lease liability
5,904 6,453
Total liabilities 148,196 47,183
Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $ 0.0001 par value; 15,000,000 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; 120,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 14,475,904 shares issued and outstanding as of March 31, 2025 and December 31, 2024.
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Additional paid-in-capital 243,885 239,715
Accumulated deficit ( 149,443 ) ( 106,132 )
Total stockholders’ equity 94,443 133,584
Total liabilities and stockholders’ equity $ 242,639 $ 180,767
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Inhibrx Biosciences, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
2025 2024
Operating expenses:
Research and development $ 36,877 $ 63,851
General and administrative 6,024 9,974
Total operating expenses 42,901 73,825
Loss from operations ( 42,901 ) ( 73,825 )
Other income (expense):
Interest expense ( 2,689 ) ( 8,130 )
Interest income 2,329 3,304
Other income (expense), net ( 50 ) ( 59 )
Total other expense
( 410 ) ( 4,885 )
Loss before income tax expense ( 43,311 ) ( 78,710 )
Provision for income taxes — —
Net loss $ ( 43,311 ) $ ( 78,710 )
Net loss per share, basic and diluted $ ( 2.80 ) $ ( 5.77 )
Shares used in computing net loss per share, basic and diluted 15,468 13,639
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Inhibrx Biosciences, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
Common Stock
(Shares) Common Stock
(Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity
Balance as of December 31, 2024
14,476 $ 1 $ 239,715 $ ( 106,132 ) $ 133,584
Stock-based compensation expense — — 2,450 — 2,450
Issuance of warrants in connection with 2025 Loan Agreement — — 1,720 — 1,720
Net loss — — — ( 43,311 ) ( 43,311 )
Balance as of March 31, 2025
14,476 $ 1 $ 243,885 $ ( 149,443 ) $ 94,443
Common Stock
(Shares) Common Stock
(Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity
Balance as of December 31, 2023
47,369 $ 5 $ 657,232 $ ( 613,734 ) $ 43,503
Stock-based compensation expense — — 6,397 — 6,397
Issuance of shares upon exercise of stock options 1,865 — 40,378 — 40,378
Net loss — — — ( 78,710 ) ( 78,710 )
Balance as of March 31, 2024
49,234 $ 5 $ 704,007 $ ( 692,444 ) $ 11,568
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Inhibrx Biosciences, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
THREE MONTHS ENDED
MARCH 31,
2025 2024
Cash flows from operating activities
Net loss
$ ( 43,311 ) $ ( 78,710 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 675 360
Accretion of debt discount and non-cash interest expense 533 1,242
Stock-based compensation expense 2,450 6,397
Non-cash lease expense 434 465
Changes in operating assets and liabilities:
Accounts receivable 183 —
Other receivables
— ( 610 )
Receivables from related parties 23 —
Prepaid expenses and other current assets 730 ( 2,361 )
Other non-current assets 28 ( 1,422 )
Accounts payable ( 353 ) 4,050
Accrued expenses 2,884 8,034
Operating lease liability ( 171 ) ( 495 )
Net cash used in operating activities ( 35,895 ) ( 63,050 )
Cash flows from investing activities
Purchase of fixed assets ( 21 ) ( 1,119 )
Net cash used in investing activities ( 21 ) ( 1,119 )
Cash flows from financing activities
Proceeds from the issuance of debt 99,965 —
Payment of fees associated with debt ( 125 ) —
Proceeds from the exercise of stock options — 38,728
Net cash provided by financing activities 99,840 38,728
Net increase (decrease) in cash and cash equivalents
63,924 ( 25,441 )
Cash and cash equivalents at beginning of period 152,596 277,924
Cash and cash equivalents at end of period $ 216,520 $ 252,483
Supplemental disclosure of cash flow information
Cash paid for interest $ 1,299 $ 6,892
Cash paid for income taxes $ — $ —
Supplemental schedule of non-cash investing and financing activities
Fair value of warrants issued to lender in conjunction with 2025 Loan (as defined in Note 3) $ 1,720 $ —
Payable for purchase of fixed assets $ — $ 307
Receivable for proceeds from the exercise of stock options $ — $ 1,650
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Inhibrx Biosciences, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Inhibrx Biosciences, Inc., or the Company, or Inhibrx, is a clinical-stage biopharmaceutical company with a pipeline of novel biologic therapeutic candidates, developed using its proprietary modular protein engineering platforms. The Company leverages its innovative protein engineering technologies and deep understanding of target biology to create therapeutic candidates with attributes and mechanisms it believes to be superior to current approaches and applicable to a range of challenging, validated targets with high potential.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC, related to an interim report on Form 10-Q. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
The unaudited interim condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods.
Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2025.
Separation and Distribution
In January 2024, Inhibrx, Inc., or the Former Parent, announced its intent, as approved by its board of directors, to effect the spin-off of INBRX-101, an optimized, recombinant alpha-1 antitrypsin, or AAT, augmentation therapy in a registrational trial for the treatment of patients with alpha-1 antitrypsin deficiency. The Former Parent and the Company signed an Agreement and Plan of Merger, dated as of January 22, 2024, or the Merger Agreement, with Aventis Inc., a Pennsylvania corporation, or the Acquirer, and a wholly-owned subsidiary of Sanofi S.A., or Sanofi, and Art Acquisition Sub, Inc., a Delaware corporation, or the Merger Sub, and a wholly-owned subsidiary of Acquirer, along with a Separation and Distribution Agreement, dated as of January 22, 2024, by and among the Former Parent, the Company and Acquirer. The Merger Agreement provided for the acquisition by Acquirer of the Former Parent, or the Merger, to be accomplished through the merger of Merger Sub with and into the Former Parent with the Former Parent continuing as the surviving entity.
On May 29, 2024, the Former Parent completed a distribution to holders of its shares of common stock of 92 % of the issued and outstanding shares of common stock of the Company, or the Distribution. On May 30, 2024, the Former Parent completed the Merger, pursuant to which (i) all assets and liabilities primarily related to INBRX-101, or the 101 Business, were transferred to the Acquirer, a wholly-owned subsidiary of Sanofi; and (ii) by way of a series of internal restructuring transactions, or the Separation, the Company acquired the assets and liabilities and corporate infrastructure associated with its ongoing programs, INBRX-106 and ozekibart (INBRX-109), and its discovery pipeline, as well as the remaining close-out obligations related to its previously terminated program, INBRX-105. Upon the closing of the Merger, the Company became a stand-alone, publicly traded company.
In connection with the foregoing transactions, each Former Parent stockholder received: (i) $ 30.00 per share in cash, (ii) one contingent value right per share, representing the right to receive a contingent payment of $ 5.00 in cash upon the achievement of a regulatory milestone, and (iii) one SEC-registered, publicly listed, share of Inhibrx for every
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four shares of the Former Parent’s common stock held. The Acquirer retained an equity interest in the Company of 8 % upon the Distribution.
The Acquirer paid transaction consideration of $ 1.9 billion, including the $ 30.00 per share consideration and the assumption of the Company’s third-party debt. See Note 3 for further discussion on the extinguishment of the Company’s Amended 2020 Loans with Oxford (as defined below). In addition, the Acquirer assumed all assets and liabilities under contracts primarily related to INBRX-101 upon close of the Merger. The Acquirer also reimbursed the Company or paid on behalf of the Company $ 68.0 million in transaction costs. The Acquirer may pay an additional $ 300.0 million in consideration under the contingent value rights issued upon the achievement of a regulatory milestone.
Notwithstanding the legal form of the spin-off, the Separation and Distribution is being treated as a reverse spin-off for financial accounting and reporting purposes in accordance with ASC 505-60, Spinoffs and Reverse Spinoffs because (i) a wholly-owned subsidiary of the Acquirer merged with and into the Former Parent immediately following the Distribution; (ii) no senior management of the Former Parent were retained by the Former Parent following the Distribution; and (iii) the size of the Company’s operations relative to the 101 Business. As a reverse spin-off, the Company considers Inhibrx as the accounting spinnor of the Former Parent, and the accounting successor to the Former Parent. Therefore, for periods prior to the spin-off, the Company’s financial statements are the historical financial statements of the Former Parent. For such periods, descriptions of historical business activities are presented as if the spin-off had already occurred, and the Former Parent’s activities related to such assets and liabilities had been performed by the Company. In addition, for all periods prior to the spin-off, all outstanding shares referenced in these financial statements are those shares outstanding of the Former Parent at each respective date, unless otherwise indicated as adjusted for the distribution ratio. Following the spin-off, all outstanding shares referenced are those of the Company, which, as discussed above, were issued on a four-to-one ratio of the Former Parent’s outstanding shares.
The Company evaluated the sale of the 101 Business in accordance with ASC 205-20, Discontinued Operation s, and determined that the Separation does not represent a strategic shift and thus does not qualify as a discontinued operation. The Company next evaluated the sale of the 101 Business in accordance with ASC 805, Business Combinations , and determined that the 101 Business does not meet the definition of a business, given that substantially all of the fair value of the gross assets transferred is concentrated in one asset. The Company then evaluated the transaction under ASC 845, Nonmonetary Transactions , which contains guidance on the accounting for the distribution of nonmonetary assets to stockholders of an entity in a spin-off. In accordance with this guidance, the disposal of the 101 Business has been accounted for as a dividend-in-kind, with a gain recognized for the difference between the fair value and carrying value of the disposed assets.
Liquidity
As of March 31, 2025, the Company had an accumulated deficit of $ 149.4 million and cash and cash equivalents of $ 216.5 million. From its inception and through March 31, 2025, the Company has devoted substantially all of its efforts to therapeutic drug discovery and development, conducting preclinical studies and clinical trials, enabling manufacturing activities in support of its therapeutic candidates, pre-commercialization activities, organizing and staffing the Company, establishing its intellectual property portfolio and raising capital to support and expand these activities.
The Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s operations for at least 12 months from the date these consolidated financial statements are issued. The Company plans to finance its future cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, licenses, strategic transactions and other similar arrangements.
If the Company does raise additional capital through public or private equity or convertible debt offerings, the ownership interests of its existing stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect its stockholders’ rights. If the Company raises capital through additional debt financings, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making certain capital expenditures. To the extent that the Company raises additional capital through strategic licensing, collaboration or other similar agreements, it may have to relinquish
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valuable rights to its therapeutic candidates, future revenue streams or research programs at an earlier stage of development or on less favorable terms than it would otherwise choose, or to grant licenses on terms that may not be favorable to the Company. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure adequate additional funding, it will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, delay, scale back or eliminate some or all of its development programs, or relinquish rights to its technology on less favorable terms than it would otherwise choose. These actions could materially impact its business, financial condition, results of operations and prospects.
The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities.
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The Company’s most significant estimates relate to evaluation of whether revenue recognition criteria have been met, accounting for development work and preclinical studies and clinical trials, determining the assumptions used in measuring stock-based compensation, the fair value of warrants, and the incremental borrowing rate estimated in relation to the Company’s operating lease. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. The Company’s actual results may differ from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and cash equivalents are comprised of cash held in financial institutions including readily available checking, overnight sweep, and money market accounts.
Concentrations of Credit Risk
Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits by the Federal Deposit Insurance Corporation, or the FDIC, of up to $250,000. The Company’s cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in operations. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial condition of the depository institutions in which those deposits are held.
Fair Value Measurements
The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The
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Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
As of March 31, 2025 and December 31, 2024, the Company held $ 211.3 million and $ 149.0 million, respectively, of money market mutual funds or equivalents, which are classified as Level 1 in the fair value hierarchy. The Company’s long-term outstanding debt as of March 31, 2025, which approximates fair value, is classified as Level 2 in the fair value hierarchy.
Accrued Research and Development and Clinical Trial Costs
Research and development costs are expensed as incurred based on estimates of the period in which services and efforts are expended, and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. The Company’s preclinical studies and clinical trials are performed internally, by third party contract research organizations, or CROs, and/or clinical investigators. The Company also engages with contract development and manufacturing organizations, or CDMOs, for clinical supplies and manufacturing scale-up activities related to its therapeutic candidates. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon estimates determined by reviewing cost information provided by CROs and CDMOs, other third-party vendors and internal clinical personnel, and contractual arrangements with CROs and CDMOs and the scope of work to be performed. Costs incurred related to the Company’s purchases of in-process research and development for early-stage products or products that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Costs incurred related to the licensing of products that have not yet received marketing approval to be marketed, or that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the same period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common and common stock equivalents outstanding during the same period. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive.
The weighted average number of shares of common stock used in the basic and diluted net income (loss) per common stock calculations includes the weighted-average pre-funded warrants outstanding during the period as they are exercisable at any time for nominal cash consideration.
During the three months ended March 31, 2024, outstanding shares during the period consist of shares of the Former Parent. For purposes of computing net loss per share only, for all periods presented in its condensed consolidated statements of operations, the Company adjusted all outstanding shares of the Former Parent, including potentially dilutive securities, by the four-to-one distribution ratio used in the Distribution.
In periods in which the Company has a net loss, basic loss per share and diluted loss per share are identical since the effect of potentially dilutive common shares is anti-dilutive and therefore excluded. Accordingly, for the three months ended March 31, 2025 and the three months ended March 31, 2024, there is no difference in the number of shares used to calculate basic and diluted shares outstanding.
Potentially dilutive securities not included in the calculation of diluted loss per share are as follows (in thousands):
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AS OF MARCH 31,
2025 2024
Outstanding stock options 3,422 1,511
Warrants to purchase common stock 141 12
Total 3,563 1,523
Segment Information
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment as the Company has devoted substantially all of its resources to drug discovery and development activities through conducting preclinical studies and clinical trials associated with its programs, all of which aim to discover and develop biologic therapeutic candidates.
The CODM assesses performance for the biologic therapeutic segment and decides how to allocate resources based on the consolidated net income (loss) as reported on its consolidated income statement. The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. The segment depreciation expense, interest expense, interest income, and segment asset additions are consistent with consolidated amounts reported within the consolidated statement of cash flows given the Company's operations are aggregated within a single reportable segment.
The Company has incurred operating losses since its inception and expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances its therapeutic candidates through all stages of development and clinical trials and, ultimately, seeks regulatory approval.
The CODM uses net loss and the components of operating expense to assess the Company’s operating results and performance and make operating decisions regarding the allocation of resources to best support the long-term growth of the Company’s overall business.
The table below summarizes the significant segment expenses which are regularly reported to and reviewed by the CODM for the purposes of making decisions regarding the allocation of resources and are reconciled to consolidated net loss for the three months ended March 31, 2025 and March 31, 2024 (in thousands):
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THREE MONTHS ENDED
MARCH 31,
2025 2024
Segment net loss
Research and development expense
Clinical trials $ ( 13,265 ) $ ( 19,778 )
Personnel ( 9,326 ) ( 13,238 )
Contract manufacturing ( 8,550 ) ( 25,202 )
Equipment, depreciation, and facility ( 2,583 ) ( 1,920 )
Other research and development ( 3,153 ) ( 3,713 )
Total research and development expense
( 36,877 ) ( 63,851 )
General and administrative expense
Personnel ( 3,777 ) ( 5,004 )
Other general and administrative ( 2,247 ) ( 4,970 )
Total general and administrative expense
( 6,024 ) ( 9,974 )
Other expense
( 410 ) ( 4,885 )
Segment and consolidated net loss $ ( 43,311 ) $ ( 78,710 )
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies. The Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its condensed consolidated financial condition or results of operations upon adoption.
Recently Issued but Not Yet Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. Two primary enhancements related to this ASU include disaggregating existing income tax disclosures relating to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories in the notes to financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures.
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2. OTHER FINANCIAL INFORMATION
Prepaid Expense and Other Current Assets
Prepaid expense and other current assets were comprised of the following (in thousands):
AS OF AS OF
MARCH 31, 2025 DECEMBER 31, 2024
Clinical drug substance and product manufacturing (1)
$ 1,889 $ 1,998
Software licenses
1,823 816
Clinical trials (2)
1,448 3,544
Outside research and development services (3)
1,223 642
Other 269 382
Prepaid expense and other current assets $ 6,652 $ 7,382
(1) Relates primarily to the Company’s usage of third-party CDMOs for clinical and development efforts. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
(2) Relates primarily to the Company’s prepayments to third-party CROs for management of clinical trials and prepayments for drug supply to be used in combination with the Company’s therapeutics. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
(3) Relates to the Company’s usage of third-parties for other research and development efforts. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
Property and Equipment, Net
Property and equipment, net were comprised of the following (in thousands):
AS OF AS OF
MARCH 31, 2025 DECEMBER 31, 2024
Machinery and equipment $ 9,758 $ 9,758
Computer software 3,984 3,984
Leasehold improvements 795 795
Furniture, fixtures, and other 556 556
Construction in process 21 —
Total property and equipment 15,114 15,093
Less: accumulated depreciation and amortization ( 9,568 ) ( 8,893 )
Property and equipment, net $ 5,546 $ 6,200
Depreciation and amortization expense for the three and three months ended March 31, 2025 and March 31, 2024 consisted of the following (in thousands):
THREE MONTHS ENDED
MARCH 31,
2025 2024
Research and development $ 588 $ 256
General and administrative 87 104
Total depreciation and amortization expense $ 675 $ 360
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Accrued Expenses
Accrued expenses were comprised of the following (in thousands):
AS OF AS OF
MARCH 31, 2025 DECEMBER 31, 2024
Clinical trials (1)
$ 18,900 $ 14,796
Clinical drug substance and product manufacturing (2)
8,683 5,642
Compensation-related 2,718 7,726
Interest expense 857 —
Professional fees 614 629
Other outside research and development (3)
622 632
Other 380 465
Accrued expenses $ 32,774 $ 29,890
(1) Relates primarily to the Company’s usage of third-party CROs for management of clinical trials. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
(2) Relates primarily to the Company’s usage of third-party CDMOs for clinical and development efforts. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
(3) Relates to the Company’s usage of third-parties for other research and development efforts. See “Accrued Research and Development Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.
3. DEBT
2020 Loan Agreement
In July 2020, the Company entered into a loan and security agreement, or the 2020 Loan Agreement, with Oxford Finance LLC, or Oxford. Under the original 2020 Loan Agreement and subsequent amendments between November 2020 and October 2022, or collectively, the Amended 2020 Loan Agreement, the Company received an aggregate principal amount of $ 200.0 million over seven tranches, or Terms A-G.
Prior to the Separation, the outstanding term loans were to mature on January 1, 2027, or the Amended Maturity Date. In connection with the Separation, the Company’s outstanding debt was assumed by the Acquirer. Prior to the close of the Merger, the Company had $ 200.0 million in gross principal outstanding in term loans under the Amended 2020 Loan Agreement. The Acquirer assumed the outstanding debt balance in full, consisting of the $ 200.0 million in gross principal, the $ 18.0 million final payment fee, and accrued interest of $ 2.3 million, net of debt discounts of $ 9.0 million.
The Company determined the Acquirer’s assumption and subsequent repayment of the outstanding debt constitutes an extinguishment of the debt as the Company has been legally released from being the primary obligor under the liability. The Company did not make any payment upon the extinguishment of the debt and did not incur any prepayment penalties.
Interest Expense
Prior to the Separation, interest expense was calculated using the effective interest method and was inclusive of non-cash amortization of the debt discount and accretion of the final payment. During the three months ended March 31, 2024, interest expense was $ 8.1 million, $ 1.2 million of which related to non-cash amortization of the debt discount and accretion of the final payment.
2025 Loan Agreement
On January 13, 2025, the Company entered into a Loan and Security Agreement, or the 2025 Loan Agreement, with Oxford, pursuant to which it received $ 100.0 million in gross proceeds. The 2025 Loan Agreement provides for an additional tranche of $ 50.0 million to be funded upon the Company's request and at the Oxford’s sole discretion.
The outstanding term loan will mature on January 1, 2030, or the Maturity Date, and bears interest at (1) 5.61 % plus (2) the greater of (i) the 1-Month Term Secured Overnight Financing Right as published by the CME Group or (ii)
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4.34 %. The repayment schedule provides for interest-only payments through February 1, 2028, with principal payments beginning on March 1, 2028. The interest-only period is followed by 23 months of equal payments of principal plus interest. Upon the earliest to occur of (i) the Maturity Date, (ii) the acceleration of any term loan under the Term Loan Facility, or (iii) prepayment of any term loan under the Term Loan Facility, the Company will be required to make a final payment of 9.0 % of the total principal amount. This final payment of $ 9.0 million will be accreted over the life of the 2025 Loan Agreement using the effective interest method. The Company has the option to prepay the outstanding balance of the term loan in full prior to the Maturity Date, subject to a prepayment fee ranging from 2.0 % to 5.0 %, depending on the timing of the prepayment.
As of March 31, 2025, the Company’s outstanding debt balance under the 2025 Loan Agreement consisted of the following (in thousands):
AS OF
MARCH 31, 2025
Term loan $ 109,000
Less: debt discount ( 10,347 )
Long-term debt, including debt discount and final payment fee $ 98,653
The Company’s interest-only period will continue through February 2028, with principal payments beginning in March 2028. Future principal payments and final fee payments will be made as follows (in thousands):
AS OF
MARCH 31, 2025
2028 (10 months)
$ 43,478
2029 52,174
Thereafter 13,348
Total future minimum payments 109,000
Less: unamortized debt discount ( 10,347 )
Total debt $ 98,653
The Company’s obligations under the 2025 Loan Agreement are secured by a first priority perfected lien on, and security interest in, substantially all present and future assets of the Company, subject to certain exceptions. The 2025 Loan Agreement includes customary events of default, including instances of a material adverse change in the Company’s operations, that may require prepayment of the outstanding term loans. As of March 31, 2025 the Company is in compliance with all covenants under the 2025 Loan Agreement and has not received any notification or indication from Oxford of an intent to declare the loan due prior to maturity.
Concurrently with the debt issuance in January 2025, the Company issued to Oxford warrants to purchase shares of the Company’s common stock equal to 2.0 % of the funded amount, or $ 2.0 million, or the 2025 Oxford Warrants. Upon issuance, the warrants were exercisable for 140,741 shares of common stock at an exercise price of $ 14.21 per share. The 2025 Oxford Warrants are immediately exercisable, and the exercise period will expire 10 years from the date of issuance. Upon issuance, the warrants were classified as equity and recorded at their fair value of $ 1.7 million as additional paid-in-capital and as a debt discount which will be accreted over the life of the 2025 Loan Agreement using the effective interest method. See Note 4 for further discussion of these warrants.
Interest Expense
Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of the debt discount and accretion of the final payment at an effective interest rate of 12.9 %. During the three months ended March 31, 2025, interest expense was $ 2.7 million, $ 0.5 million of which related to non-cash amortization of the debt discount and accretion of the final payment.
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4. STOCKHOLDERS’ EQUITY
Amended and Restated Certificate of Incorporation
On May 29, 2024, upon effecting the Separation, the Company’s certificate of incorporation was amended and restated to authorize 120,000,000 shares of common stock and 15,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share.
Common Stock
Following the Distribution and as of May 29, 2024, the Company had 14,475,904 shares of common stock outstanding. The Company issued one SEC-registered, publicly listed, share of Inhibrx for every four shares of the Former Parent’s common stock held, resulting in 13,316,140 shares of common stock issued to common stockholders of the Former Parent. Upon the Distribution, the Former Parent retained an equity interest in the Company of 8 %, or 1,157,926 shares. The Company issued 1,838 shares of common stock to Oxford in connection with the 2020 Oxford Warrants (as defined below) in the Distribution.
Securities Purchase Agreement
In August 2023, the Company entered into a Securities Purchase Agreement, as amended, or the Purchase Agreement, with certain institutional and other accredited investors, or Purchasers, pursuant to which the Company sold and issued 3,621,314 shares of the Company’s common stock for $ 19.35 per share and, with respect to certain Purchasers, pre-funded warrants to purchase 6,714,636 shares of the Company’s common stock in a private placement transaction, or the Private Placement. The purchase price of the pre-funded warrants was $ 19.3499 per pre-funded warrant, with an exercise price of $ 0.0001 per share. The pre-funded warrants were exercisable upon issuance pursuant to certain beneficial ownership limitations as defined in the Purchase Agreement and will expire when exercised in full. During the second quarter of 2024, certain Purchasers exercised 2,747,245 pre-funded warrants on a cashless basis for a net of 2,746,454 shares of the Former Parent’s common stock.
In connection with the execution of the Merger Agreement, the Former Parent entered into an Agreement Relating to the Pre-Funded Warrant to Purchase Common Stock and Securities Purchase Agreement, dated as of January 22, 2024, by and between the Former Parent and each holder of the pre-funded warrants purchased in the Private Placement so that on the date of the Distribution, any remaining pre-funded warrants of the Former Parent not already exercised to purchase the Former Parent’s common stock became exercisable for an equivalent number of shares of the Company’s common stock at an exercise price of $ 0.0001 per share, pursuant to certain beneficial ownership limitations. The Company has evaluated the amendment and accounted for this as a modification to the original Purchase Agreement.
As part of the Separation and Distribution, each holder of outstanding pre-funded warrants received (i) $ 30.00 per pre-funded warrant in cash, less the applicable exercise price per share, (ii) one contingent value right per share, representing the right to receive a contingent payment of $ 5.00 in cash upon the achievement of a regulatory milestone, and (iii) one pre-funded warrant of Inhibrx for every four of the Former Parent’s pre-funded warrants held. Following the Separation and Distribution, pre-funded warrants to purchase 991,849 shares of the Company’s common stock are outstanding at an exercise price of $ 0.0001 per share. The pre-funded warrants are exercisable upon issuance pursuant to certain beneficial ownership limitations as defined in the Purchase Agreement, as amended, and will expire when exercised in full.
Oxford Warrants
Amended 2020 Loan Agreement
In connection with the Amended 2020 Loan Agreement, the Company issued equity-classified warrants to Oxford, or the 2020 Oxford Warrants, in two tranches: (i) 7,354 warrants with an exercise price of $ 17.00 , and (ii) 40,000 warrants with an exercise price of $ 45.00 . As part of the Separation and Distribution, each holder of eligible outstanding warrants received (i) $ 30.00 per warrant in cash, less the applicable exercise price per share (ii) one contingent value right per share, representing the right to receive a contingent payment of $ 5.00 in cash upon the achievement of a regulatory milestone, and (iii) one SEC-registered, publicly listed, share of Inhibrx for every four of the Former Parent’s warrants held. All outstanding warrants with an exercise price which exceeded the total consideration of $ 35.00 were canceled upon the Merger for no consideration.
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Following the Separation, no 2020 Oxford Warrants were outstanding.
2025 Loan Agreement
In connection with the 2025 Loan Agreement, the Company issued warrants to Oxford, or the 2025 Oxford Warrants. The Company issued warrants to purchase 140,741 shares of the Company’s common stock at an exercise price of $ 14.21 per share. The 2025 Oxford Warrants are exercisable upon issuance and will expire on January 13, 2035. The 2025 Oxford Warrants are equity-classified and carried at the instruments’ fair value upon classification into equity, with no subsequent remeasurements.
Common Stock Reserved for Future Issuance
Common stock reserved for future issuance as of March 31, 2025 for the Company and December 31, 2024 for the Former Parent consisted of the following (in thousands):
AS OF AS OF
MARCH 31, 2025 DECEMBER 31, 2024
Options to purchase common stock issued and outstanding 3,422 3,660
Shares available for future equity grants 578 340
Pre-funded warrants issued and outstanding 992 992
Warrants issued and outstanding 141 —
Total common stock reserved for future issuance 5,133 4,992
5. EQUITY COMPENSATION PLAN
2017 Plan
The Company’s share-based compensation plan, the Amended and Restated 2017 Employee, Director and Consultant Equity Incentive Plan, or the 2017 Plan, provided for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. The 2017 Plan was terminated in connection with the Merger.
Stock Option Activity
The Company recognized compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company granted options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The options were subject to four-year vesting with a one-year cliff and had a contractual term of 10 years.
The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2024 was $ 25.5 million. Aggregate intrinsic value of stock options exercised was calculated using the fair value of common stock on the date of exercise. The total fair value of stock options vested during the three months ended March 31, 2024 was $ 8.3 million. Following the Merger, there was no activity under the 2017 Plan and no stock options remained outstanding under the 2017 Plan.
Settlement of Stock Options Upon Merger
All outstanding options with an exercise price less than or equal to the total consideration of $ 35.00 vested immediately upon the Merger and were settled for the consideration of: (i) $ 30.00 per share in cash, less the applicable exercise price of their stock option and (ii) one contingent value right per share, representing the right to receive a contingent payment of $ 5.00 in cash upon the achievement of a regulatory milestone. All outstanding options with an exercise price which exceeded the total consideration of $ 35.00 were canceled upon the Merger for no consideration.
Stock-Based Compensation Expense
The Company did no t grant any stock options under the 2017 Plan during the three months ended March 31, 2025 or March 31, 2024.
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Stock-based compensation expense for stock options under the 2017 Plan consisted of the following (in thousands):
THREE MONTHS ENDED MARCH 31, 2024
Research and development $ 4,192
General and administrative 2,205
Total stock-based compensation expense $ 6,397
No expense was recognized under the 2017 Plan during the three months ended March 31, 2025. As of March 31, 2025, the Company had no remaining unrecognized stock-based compensation expense related to its stock options under the 2017 Plan following the termination of the plan subsequent to the Merger.
2024 Plan
In connection with the Separation, the Company adopted the 2024 Omnibus Incentive Plan, or the 2024 Plan, which provides for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards. As of March 31, 2025, an aggregate of 4.0 million shares of common stock were authorized for issuance under the 2024 Plan, of which 0.6 million remained available for issuance.
Stock Option Activity
The Company recognizes compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company grants stock options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The stock options are generally subject to four-year vesting with a one-year cliff, or one-year vesting. All options have a contractual term of 10 years.
A summary of the Company’s stock option activity under its 2024 Plan for the three months ended March 31, 2025 is as follows (in thousands, except for per share data and years):
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term
(In Years) Aggregate Intrinsic Value
Outstanding as of December 31, 2024
3,660 $ 15.84
Granted 21 $ 14.03
Forfeited ( 259 ) $ 15.86
Outstanding as of March 31, 2025
3,422 $ 15.83 9.1 $ 13
Vested and exercisable as of March 31, 2025
50 $ 15.86 1.5 $ —
No stock options were exercised during the three months ended March 31, 2025. The total fair value of stock options vested during the three months ended March 31, 2025 was $ 0.3 million. The Company expects all outstanding stock options to vest. Prior to the Merger, there was no activity under the 2024 Plan.
Stock-Based Compensation Expense
The weighted-average assumptions used by the Company to estimate the fair value of stock option grants using the Black-Scholes option pricing model, as well as the resulting weighted-average fair value, for the three months ended March 31, 2025 were as follows:
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THREE MONTHS ENDED
MARCH 31, 2025
Risk-free interest rate 4.13 %
Expected volatility 86.26 %
Expected dividend yield — %
Expected term (in years) 6.08
Weighted average fair value $ 10.49
Stock-based compensation expense for stock options under the 2024 Plan consisted of the following (in thousands):
THREE MONTHS ENDED
MARCH 31, 2025
Research and development $ 1,256
General and administrative 1,194
Total stock-based compensation expense $ 2,450
There was no expense incurred under the 2024 Plan during the three months ended March 31, 2024.
As of March 31, 2025, the Company had $ 30.9 million of total unrecognized stock-based compensation expense related to its stock options, which is expected to be recognized over a weighted-average period of 3.2 years.
6. LICENSE REVENUES
The Company did not earn any revenue during the three months ended March 31, 2025 or March 31, 2024.
License and Collaboration Agreements
Scithera License Agreement
On March 31, 2025, the Company entered into a License and Assignment Agreement, or the Scithera License Agreement, with Scithera, Inc., or Scithera, a newly formed biotechnology company that focuses on antibody-based molecules.
Pursuant to the Scithera License Agreement, the Company licensed to Scithera the right to use certain assets in the Company’s antibody library to research, develop, and commercialize antibody-based molecules to certain targets. Additionally, the Company assigned to Scithera its agreement with NorthStar Medical Technologies, LLC for the development of radiopharmaceuticals for the treatment of cancer. The Company also agreed to make available to Scithera certain research materials useful for identifying, generating, and developing antibodies from antibody libraries to enable Scithera’s use of the assets licensed under the Scithera License Agreement.
Contingent upon Scithera’s achievement of specified funding events, Scithera is required to pay the Company $ 1.3 million as a non-refundable payment. In addition, Scithera may make additional future milestone payments of up to an aggregate of $ 41.25 million upon the achievement of certain milestone events, and potential royalty payments on net sales in the low- to mid-single digits.
As of the effective date of the agreement, the Company identified one performance obligation, which was the transfer of licenses to Scithera for the specified assets and all related materials and know-how. As of March 31, 2025, the Company determined all consideration under the agreement is variable consideration associated with the achievement of specified funding events or development milestones, and as a result, has been fully constrained (excluded) from the transaction price until such time that the Company concludes that it is probable that a significant
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reversal of previously recognized revenue will not occur. These estimates will be re-assessed at each reporting period.
The Company did not recognize any revenue under the Scithera License Agreement during the three months ended March 31, 2025.
7. RELATED PARTY TRANSACTIONS
From time to time, the Company will enter into an agreement with a related party in the ordinary course of its business. These agreements are ratified by the Company’s Board of Directors or a committee thereof pursuant to policy.
Separation and Distribution
In connection with the Separation, as discussed in Note 1, the Former Parent completed a distribution to holders of its shares of common stock of 92 % of the issued and outstanding shares of common stock of the Company, or the Distribution. The Former Parent retained an equity interest in the Company of 8 %, or 1,157,926 shares upon the Distribution. Accordingly, the Company identified the Acquirer as a related party following the Merger with the Former Parent.
Transition Services Agreement
In connection with the Separation, the Company also entered into the Transition Services Agreement with the Former Parent under which the Company or one of its affiliates provide the Former Parent or other Sanofi entities with certain transition services for a limited time to ensure an orderly transition following the Separation. The services that the Company agreed to provide to the Former Parent or other Sanofi entities under the Transition Services Agreement include certain finance and accounting, including payroll, tax, and procurement, information technology, legal and intellectual property, clinical study support, technical operations, regulatory, quality assurance, commercial and medical affairs, and other services. The Former Parent pays the Company for any such services received by the Former Parent or other Sanofi entities, as applicable, at agreed amounts as set forth in the Transition Services Agreement.
During the three months ended March 31, 2025, the Company did not bill the Former Parent for any services performed under the Transition Services Agreement. During the three months ended March 31, 2025, the Company received payments of approximately $ 23,000 of previously billed services and as of March 31, 2025, has no remaining receivables from related parties under the agreement.
8. COMMITMENTS AND CONTINGENCIES
Operating Leases
In September 2017, the Company entered into a seven-year lease agreement as its sole location in La Jolla, California, which contains an initial base rent of approximately $ 0.1 million per month with 2 % annual escalations. In May 2019, the Company executed an amendment to its lease agreement to expand its facilities and began occupying this space in January 2020, which contains an initial base rent of approximately $ 30,000 per month with 2 % annual escalations. Payments under each of the lease agreements include base rent plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property, the latter of which to be determined annually.
In November 2024, the Company entered into a new lease agreement for its existing facilities, or the 2024 Lease Agreement, for the period following the expiration of its two existing leases in June 2025 through June 2028, with an option to extend the lease an additional three years , which is not included in the right-of-use asset and lease liabilities. This agreement did not include any additional square footage. The 2024 Lease Agreement contains initial base rent of approximately $ 0.2 million per month with 3 % annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property, the latter of which is to be determined annually. The 2024 Lease Agreement also provided for four months of base rent abatement of $ 0.2 million per month for the period of October 2024 through January 2025.
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The Company determined the 2024 Lease Agreement contains a lease which should be accounted for as a single modified contract with its existing lease agreements. As a result, the Company remeasured the operating lease liability, resulting in an increase to its operating lease liability and right-of-use asset of $ 6.3 million as of the lease’s commencement date, which was determined to be the effective date of the 2024 Lease Agreement. The Company utilized an estimated incremental fully collateralized borrowing rate of 10.2 % in its present value calculation as the 2024 Lease Agreement, which does not have a stated rate and did not have a readily determinable implicit rate. The estimated rate was determined using the rate of the 2025 Loan Agreement with Oxford entered into in January 2025.
The operating right-of-use asset and operating lease liability as of March 31, 2025 and December 31, 2024 were as follows (in thousands):
AS OF AS OF
MARCH 31, 2025 DECEMBER 31, 2024
Operating right-of-use asset
$ 6,904 $ 7,338
Operating lease liability
Current $ 1,973 $ 1,595
Non-current 5,904 $ 6,453
Total operating lease liability $ 7,877 $ 8,048
During the three months ended March 31, 2025 and March 31, 2024, the Company recognized operating lease expense of $ 0.9 million and $ 0.8 million, respectively. During the three months ended March 31, 2025 and March 31, 2024, the Company paid $ 0.4 million and $ 0.6 million in cash for amounts included in the measurement of the operating lease liability, respectively.
As of March 31, 2025 and December 31, 2024, the Company’s operating lease had a remaining term of 3.25 years and 3.5 years, respectively. The Company discounts its lease payments using its incremental borrowing rate as of the commencement of the lease. The Company determined a weighted-average discount rate of 10.2 % as of March 31, 2025 and December 31, 2024.
Future minimum rental commitments for the Company’s operating leases reconciled to the operating lease liability are as follows (in thousands):
AS OF
MARCH 31, 2025
2025 (nine months) $ 1,967
2026 2,855
2027 2,941
2028 1,492
Thereafter —
Total future minimum lease payments 9,255
Less: imputed interest ( 1,378 )
Total operating lease liability
7,877
Less: current portion of operating lease liability ( 1,973 )
Non-current portion of operating lease liability $ 5,904
Litigation
The Company is not party to any material legal proceedings. From time to time, it may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such
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proceedings or claims can have an adverse impact on the Company because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.