What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 186 added, 103 removed, 432 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except share data and par value)

MARCH 31, DECEMBER 31,

JUNE 30, DECEMBER 31,

Current assets:

1 unchanged sentence

Accounts receivable 237 356

Other receivables

Receivables from related parties — 23

17 unchanged sentences

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.

15,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

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

Common stock, $ 0.0001 par value;

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.

120,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

14,475,904 shares issued and outstanding as of June 30, 2025 and December 31, 2024.

Additional paid-in-capital 246,655 239,715

7 unchanged sentences

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

License fee revenue $ 1,300 $ 100 $ 1,300 $ 100

Total revenue 1,300 100 1,300 100

Operating expenses:

4 unchanged sentences

Other income (expense):

Gain related to transaction with Acquirer

— 2,021,498 — 2,021,498

Interest expense ( 3,141 ) ( 5,361 ) ( 5,830 ) ( 13,491 )

1 unchanged sentence

Other income (expense), net ( 246 ) 33 ( 296 ) ( 26 )

Total other expense

( 410 ) ( 4,885 )

Loss before income tax expense ( 43,311 ) ( 78,710 )

Total other income (expense) ( 1,263 ) 2,018,911 ( 1,673 ) 2,014,026

Income (loss) before income tax expense ( 28,652 ) 1,858,013 ( 71,963 ) 1,779,303

Provision for income taxes 2 2 2 2

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

Net income (loss) $ ( 28,654 ) $ 1,858,011 $ ( 71,965 ) $ 1,779,301

Earnings (loss) per share

$ ( 1.85 ) $ 127.10 $ ( 4.65 ) $ 125.93

$ ( 1.85 ) $ 125.48 $ ( 4.65 ) $ 122.75

Shares used in computing earnings (loss) per share

15,468 14,619 15,468 14,129

15,468 14,807 15,468 14,495

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

11 unchanged sentences

14,476 $ 1 $ 243,885 $ ( 149,443 ) $ 94,443

Stock-based compensation expense — — 2,770 — 2,770

Net loss — — — ( 28,654 ) ( 28,654 )

Balance as of June 30, 2025

14,476 $ 1 $ 246,655 $ ( 178,097 ) $ 68,559

(Shares) Common Stock

7 unchanged sentences

49,234 $ 5 $ 704,007 $ ( 692,444 ) $ 11,568

Stock-based compensation expense — — 46,174 — 46,174

Issuance of shares upon exercise of stock options 1,584 — 31,300 — 31,300

Issuance of shares upon exercise of warrants 2,746 — — — —

Acquisition of Former Parent’s common stock, stock options, and warrants by the Acquirer

( 53,564 ) ( 5 ) ( 563,754 ) ( 1,179,970 ) ( 1,743,729 )

Issuance of shares in Distribution 14,476 1 16,041 — 16,042

— — — 1,858,011 1,858,011

Balance as of June 30, 2024

14,476 $ 1 $ 233,768 $ ( 14,403 ) $ 219,366

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

2 unchanged sentences

(In thousands)

THREE MONTHS ENDED

SIX MONTHS ENDED

Cash flows from operating activities

$ ( 43,311 ) $ ( 78,710 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss) $ ( 71,965 ) $ 1,779,301

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization 1,336 836

2 unchanged sentences

Non-cash lease expense 878 941

Non-cash gain on transaction with Acquirer

— ( 1,998,809 )

Changes in operating assets and liabilities:

1 unchanged sentence

Other receivables

( 689 ) ( 345 )

Receivables from related parties 23 ( 164 )

21 unchanged sentences

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 $ —

Fair value of warrants issued to lender in conjunction with 2025 Loan Agreement (as defined in Note 3)

Payable for purchase of fixed assets $ — $ 207

Receivable for proceeds from the exercise of stock options $ — $ 1,650

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

13 unchanged sentences

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.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

Separation and Distribution

7 unchanged sentences

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

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).

See Note 3 for further discussion on the extinguishment of the Company’s Amended 2020 Loan Agreement 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.

9 unchanged sentences

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 evaluated the sale of the 101 Business in accordance with ASC 205-20, Discontinued Operations, 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.

1 unchanged sentence

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.

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 recorded a gain on the transaction of $ 2.0 billion during the three and six months ended June 30, 2024, which consists of the following components (in thousands):

THREE AND SIX MONTHS ENDED JUNE 30, 2024

Merger consideration for common stock, warrants, and stock options $ 1,727,687

Book value of Amended 2020 Loan Agreement assumed by Acquirer

Book value of net assets and liabilities related to INBRX-101 assumed by Acquirer 14,496

Transaction costs paid by Acquirer 68,000

Total gain recognized $ 2,021,498

The gain related to the Merger consideration payable to shareholders of $ 1.7 billion was recorded, net of consideration allocated to the shares issued to Acquirer, through a reduction to retained earnings of $ 1.2 billion,

representing the amount of retained earnings available at the closing of the Merger, with the remaining amount of $ 563.8 million recorded through additional paid-in capital.

As of June 30, 2025, the Company had an accumulated deficit of $ 178.1 million and cash and cash equivalents of $ 186.6 million.

From its inception and through June 30, 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 unaudited condensed 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.

1 unchanged sentence

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

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.

To the extent that the Company raises additional capital through strategic licensing, collaboration or other similar agreements, it may have to relinquish 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.

13 unchanged sentences

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 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 strategy 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.

9 unchanged sentences

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.

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.

The 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 June 30, 2025 and December 31, 2024, the Company held $ 183.4 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 June 30, 2025, which approximates fair value, is classified as Level 2 in the fair value hierarchy.

Accrued Research and Development and Clinical Trial Costs

10 unchanged sentences

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.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the same period.

Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock and potentially dilutive common shares outstanding during the same period.

The Company excludes common stock equivalents from the calculation of diluted net earnings (loss) per share when the effect is anti-dilutive.

The weighted average number 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 and six months ended June 30, 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.

Accordingly, for the three and six months ended June 30, 2025, 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):

AS OF MARCH 31,

AS OF JUNE 30,

Outstanding stock options 3,647

Warrants to purchase common stock 141

In periods in which the Company has a net income, the Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities.

Potentially dilutive securities included in the diluted earnings per share are as follows (in thousands):

THREE MONTHS ENDED

JUNE 30, 2024 SIX MONTHS ENDED

JUNE 30, 2024

Outstanding stock options 187 365

Warrants to purchase common stock 1 1

Total 188 366

2 unchanged sentences

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 CODM assesses performance for the biologic therapeutic segment and decides how to allocate resources based on the condensed consolidated net income (loss) as reported on its condensed 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 measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

The segment depreciation expense, gain related to transaction with Acquirer, interest expense,

interest income, and segment asset additions are consistent with consolidated amounts reported within the condensed 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):

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 condensed consolidated net income (loss) for the three and six months ended June 30, 2025 and June 30, 2024 (in thousands):

THREE MONTHS ENDED

Segment net loss

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

Segment net income (loss)

Revenue $ 1,300 $ 100 $ 1,300 $ 100

Research and development expense

7 unchanged sentences

General and administrative expense

Merger-related — ( 67,455 ) — ( 68,061 )

Personnel ( 3,655 ) ( 20,495 ) ( 7,432 ) ( 25,499 )

2 unchanged sentences

( 6,422 ) ( 93,366 ) ( 12,446 ) ( 103,340 )

Other expense

( 410 ) ( 4,885 )

Segment and consolidated net loss $ ( 43,311 ) $ ( 78,710 )

Other income (expense) ( 1,263 ) 2,018,911 ( 1,673 ) 2,014,026

Provision for income taxes ( 2 ) ( 2 ) ( 2 ) ( 2 )

Segment and consolidated net income (loss) $ ( 28,654 ) $ 1,858,011 $ ( 71,965 ) $ 1,779,301

Recent Accounting Pronouncements

5 unchanged sentences

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.

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.

The Company is currently evaluating the impact of this accounting standard update on the Company’s condensed 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):

3 unchanged sentences

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.

The Company is currently evaluating the impact of this accounting standard update on the Company’s condensed consolidated financial statements and related disclosures.

OTHER FINANCIAL INFORMATION

1 unchanged sentence

Prepaid expense and other current assets were comprised of the following (in thousands):

MARCH 31, 2025 DECEMBER 31, 2024

JUNE 30, 2025 DECEMBER 31, 2024

Clinical drug substance and product manufacturing (1)

$ 2,480 $ 1,998

Software licenses

Clinical trials (2)

Software licenses

Outside research and development services (3)

9 unchanged sentences

Property and equipment, net were comprised of the following (in thousands):

MARCH 31, 2025 DECEMBER 31, 2024

JUNE 30, 2025 DECEMBER 31, 2024

Machinery and equipment $ 9,758 $ 9,758

6 unchanged sentences

Property and equipment, net $ 4,885 $ 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):

Depreciation and amortization expense for the three and six months ended June 30, 2025 and June 30, 2024 consisted of the following (in thousands):

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

Research and development $ 586 $ 374 $ 1,174 $ 631

3 unchanged sentences

Accrued expenses were comprised of the following (in thousands):

MARCH 31, 2025 DECEMBER 31, 2024

JUNE 30, 2025 DECEMBER 31, 2024

Clinical trials (1)

2 unchanged sentences

Compensation-related 3,848 7,726

Interest expense 857 —

Professional fees 1,074 629

Interest on long-term debt

Other outside research and development (3)

9 unchanged sentences

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.

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.

4 unchanged sentences

The Company did not make any payment upon the extinguishment of the debt and did not incur any prepayment penalties.

Upon the Acquirer’s assumption of the outstanding debt, the Company recorded a gain of $ 211.3 million, the net carrying amount of the Amended 2020 Loan Agreement upon extinguishment, within the gain related to transaction with Acquirer in its condensed consolidated statements of operations.

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.

During the three months ended June 30, 2024, interest expense was $ 5.4 million, $ 0.8 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

During the six months ended June 30, 2024, interest expense was $ 13.5 million, $ 2.1 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 2025 Loan Agreement provides for an additional tranche of $ 50.0 million to be funded upon the Company's request and at 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) 4.34 %.

4 unchanged sentences

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):

MARCH 31, 2025

As of June 30, 2025, the Company’s outstanding debt balance under the 2025 Loan Agreement consisted of the following (in thousands):

JUNE 30, 2025

Term loan $ 109,000

3 unchanged sentences

Future principal payments and final fee payments will be made as follows (in thousands):

MARCH 31, 2025

JUNE 30, 2025

2028 (10 months)

5 unchanged sentences

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.

As of June 30, 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.

5 unchanged sentences

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.

During the three months ended June 30, 2025, interest expense was $ 3.1 million, $ 0.6 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

During the six months ended June 30, 2025, interest expense was $ 5.8 million, $ 1.2 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

STOCKHOLDERS’ EQUITY

28 unchanged sentences

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):

MARCH 31, 2025 DECEMBER 31, 2024

Common stock reserved for future issuance as of June 30, 2025 for the Company and December 31, 2024 for the Former Parent consisted of the following (in thousands):

JUNE 30, 2025 DECEMBER 31, 2024

Options to purchase common stock issued and outstanding 3,647 3,660

10 unchanged sentences

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.

The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2024 was $ 65.3 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.

The total fair value of stock options vested during the six months ended June 30, 2024 was $ 42.5 million.

Following the Merger, there was no activity under the 2017 Plan and no stock options remained outstanding under the 2017 Plan.

4 unchanged sentences

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.

The Company did no t grant any stock options under the 2017 Plan during the six months ended June 30, 2025 or June 30, 2024.

Stock-based compensation expense for stock options under the 2017 Plan consisted of the following (in thousands):

THREE MONTHS ENDED MARCH 31, 2024

THREE MONTHS ENDED

JUNE 30, 2024 SIX MONTHS ENDED

JUNE 30, 2024

Research and development $ 28,617 $ 32,809

1 unchanged sentence

Total stock-based compensation expense $ 45,137 $ 51,534

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.

No expense was recognized under the 2017 Plan during the six months ended June 30, 2025.

As of June 30, 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.

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.

As of June 30, 2025, an aggregate of 4.0 million shares of common stock were authorized for issuance under the 2024 Plan, of which 0.4 million remained available for issuance.

Stock Option Activity

3 unchanged sentences

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):

A summary of the Company’s stock option activity under its 2024 Plan for the six months ended June 30, 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

4 unchanged sentences

Forfeited ( 284 ) $ 15.86

Outstanding as of March 31, 2025

Outstanding as of June 30, 2025

3,647 $ 15.69 8.9 $ 154

Vested and exercisable as of March 31, 2025

Vested and exercisable as of June 30, 2025

1,026 $ 15.85 8.5 $ 3

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.

No stock options were exercised during the six months ended June 30, 2025 or June 30, 2024.

The total fair value of stock options vested during the six months ended June 30, 2025 was $ 11.9 million.

No stock options vested during the six months ended June 30, 2024.

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:

THREE MONTHS ENDED

MARCH 31, 2025

SIX MONTHS ENDED

Risk-free interest rate 4.01 % 4.57 %

5 unchanged sentences

THREE MONTHS ENDED

MARCH 31, 2025

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

Research and development $ 1,582 $ 603 $ 2,838 $ 603

1 unchanged sentence

Total stock-based compensation expense $ 2,770 $ 1,037 $ 5,220 $ 1,037

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.

As of June 30, 2025, the Company had $ 30.4 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 2.9 years.

LICENSE REVENUES

The Company did not earn any revenue during the three months ended March 31, 2025 or March 31, 2024.

The following table summarizes the total revenue recorded in the Company’s condensed consolidated statements of operations (in thousands):

THREE MONTHS ENDED

JUNE 30, SIX MONTHS ENDED

2025 2024 2025 2024

License fee revenue

Scithera, Inc.

$ 1,300 $ — $ 1,300 $ —

Regeneron Pharmaceuticals, Inc.

Total license fee revenue $ 1,300 $ 100 $ 1,300 $ 100

License and Collaboration Agreements

4 unchanged sentences

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.

Contingent upon Scithera’s achievement of specified funding events, Scithera was 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 per target 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

reversal of previously recognized revenue will not occur.

During the second quarter of 2025, Scithera achieved the specified funding event and made a non-refundable payment of $ 1.3 million to the Company.

Upon notice of the achievement of such funding event, the Company re-assessed the transaction price to be $ 1.3 million, which was allocated to the single performance obligation.

All remaining consideration under the agreement is variable consideration associated with the achievement of specified 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 reversal of previously recognized revenue will not occur.

These estimates will be reassessed at each reporting period.

During the second quarter of 2025, the Company completed its single performance obligation and recognized $ 1.3 million at the point in time upon the completion of the transfer of all licensed materials and know-how.

The Company recognized $ 1.3 million of revenue under the Scithera License Agreement during the three and six months ended June 30, 2025.

The Company received a payment of $ 1.3 million under the Scithera License Agreement during the three and six months ended June 30, 2025.

In June 2020, the Company entered into an Option and License Agreement with bluebird bio, Inc., or bluebird, pursuant to which the Company granted to bluebird exclusive worldwide rights to develop binders and cell therapy products containing single domain antibodies, or sdAbs, directed to specified targets, consisting of two initial programs and up to an additional 8 programs.

The Company retained all rights to the specific sdAbs outside of the cell therapy field.

In November 2021, this agreement was assigned to 2seventy bio, Inc., or 2seventy, in connection with bluebird’s internal restructuring and subsequent spin-out of 2seventy, and subsequently in April 2024, this agreement, or the 2020 Regeneron Agreement, was assigned to Regeneron Pharmaceuticals, Inc., or Regeneron, in connection with the divestiture of 2seventy’s oncology and autoimmune pipeline to Regeneron.

In June 2022, 2seventy selected a third program and paid a non-refundable upfront option fee in exchange for a development license and an option in which Regeneron may acquire an exclusive license with respect to all binders and cell therapy products developed under this agreement, which entitles the Company to additional fees upon exercise of the option.

In connection with each program for which Regeneron exercises its option, Regeneron will be required to pay the Company a one-time, non-refundable, non-creditable fee in the low-single-digit millions.

The Company is also entitled to receive certain developmental milestone payments of up to an aggregate of $ 51.5 million per therapeutic, as well as percentage tiered royalties on future product sales with rates in the mid-single digits.

Due to the uncertainty in the achievement of the developmental milestones and future sales, the variable consideration associated with the future milestone payments has been fully constrained (excluded) from the transaction price until such time that the Company concludes that it is probable that a significant 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.

In May 2024, pursuant to the option extension terms in the 2020 Regeneron Agreement, Regeneron requested to extend the option term for its third program by an additional six months in exchange for an option extension fee of $ 0.1 million.

The Company recognized the $ 0.1 million of revenue related to this extension at the point in time in which the extension was granted.

In November 2024, Regeneron requested a second extension of the option term for an additional six months in exchange for an option extension fee of $ 0.1 million.

The option period for this program expired in May 2025.

During each of the three and six months ended June 30, 2024, the Company recognized $ 0.1 million of revenue related to this agreement.

The Company did not recognize any revenue under this agreement during the three and six months ended June 30, 2025.

RELATED PARTY TRANSACTIONS

6 unchanged sentences

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.

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.

During the three and six months ended June 30, 2025, the Company did not bill the Former Parent for any services performed under the Transition Services Agreement.

During the six months ended June 30, 2025, the Company received payments of approximately $ 23,000 of previously billed services and following receipt, had no remaining receivables from related parties under the agreement.

COMMITMENTS AND CONTINGENCIES

11 unchanged sentences

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):

MARCH 31, 2025 DECEMBER 31, 2024

The operating right-of-use asset and operating lease liability as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

JUNE 30, 2025 DECEMBER 31, 2024

Operating right-of-use asset

4 unchanged sentences

Total operating lease liability $ 7,510 $ 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.

During the three months ended June 30, 2025 and June 30, 2024, the Company recognized operating lease expense of $ 0.9 million and $ 0.8 million, respectively.

During the six months ended June 30, 2025 and June 30, 2024, the Company recognized operating lease expense of $ 1.9 million and $ 1.6 million, respectively.

During each of the three months ended June 30, 2025 and June 30, 2024, the Company paid $ 0.6 million in cash for amounts included in the measurement of the operating lease liability.

During the six months ended June 30, 2025 and June 30, 2024, the Company paid $ 0.9 million and $ 1.1 million in cash for amounts included in the measurement of the operating lease liability, respectively.

As of June 30, 2025 and December 31, 2024, the Company’s operating lease had a remaining term of 3.0 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.

The Company determined a weighted-average discount rate of 10.2 % as of June 30, 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):

MARCH 31, 2025

2025 (nine months) $ 1,967

JUNE 30, 2025

2025 (six months)

Total future minimum lease payments 8,695

5 unchanged sentences

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

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.

Regardless of the outcome, such 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.

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

What changed 10-Q

Item 1. Financial Statements