What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 136 added, 355 removed, 276 unchanged (64% of the section changed)

3 unchanged sentences

(In thousands, except share data and par value)

SEPTEMBER 30, DECEMBER 31,

MARCH 31, DECEMBER 31,

Current assets:

Cash and cash equivalents $ 161,657 $ 124,220

Accounts receivable 110 356

Other receivables

Receivables from related parties — 23

Prepaid expenses and other current assets 9,498 8,435

4 unchanged sentences

Total assets $ 183,967 $ 146,478

Liabilities and stockholders’ equity

Liabilities and stockholders’ equity (deficit)

Current liabilities:

4 unchanged sentences

Long-term debt, net

174,994 100,559

Non-current portion of operating lease liability

1 unchanged sentence

Commitments and contingencies (Note 6)

Stockholders’ equity

Stockholders’ equity (deficit)

Preferred stock, $ 0.0001 par value;

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

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

15,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

no shares issued or outstanding as of March 31, 2026 and December 31, 2025.

Common stock, $ 0.0001 par value;

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

14,498,093 and 14,475,904 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

120,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

14,607,286 shares issued and outstanding as of March 31, 2026 and 14,577,609 shares issued and outstanding as of December 31, 2025.

Additional paid-in-capital 258,592 254,179

Accumulated deficit ( 279,628 ) ( 246,187 )

Total stockholders’ equity 36,830 133,584

Total liabilities and stockholders’ equity $ 177,471 $ 180,767

Total stockholders’ equity (deficit) ( 21,035 ) 7,993

Total liabilities and stockholders’ equity (deficit) $ 183,967 $ 146,478

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

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THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

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

Total revenue — — 1,300 100

Operating expenses:

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Other income (expense):

Gain related to transaction with Acquirer

— — — 2,021,498

Interest expense ( 3,509 ) ( 2,689 )

1 unchanged sentence

Other income (expense), net ( 12 ) ( 50 )

Total other income (expense) ( 1,444 ) 2,933 ( 3,117 ) 2,016,959

Income (loss) before income tax expense ( 35,256 ) ( 43,864 ) ( 107,219 ) 1,735,439

Provision for income taxes — — 2 2

Net income (loss) $ ( 35,256 ) $ ( 43,864 ) $ ( 107,221 ) $ 1,735,437

Earnings (loss) per share

$ ( 2.28 ) $ ( 2.84 ) $ ( 6.93 ) $ 119.04

$ ( 2.28 ) $ ( 2.84 ) $ ( 6.93 ) $ 117.09

Shares used in computing earnings (loss) per share

15,478 15,468 15,471 14,578

Total other expense

( 2,514 ) ( 410 )

Loss before income tax expense ( 33,441 ) ( 43,311 )

Provision for income taxes — —

Net loss $ ( 33,441 ) $ ( 43,311 )

Net loss per share, basic and diluted $ ( 2.15 ) $ ( 2.80 )

Shares used in computing net loss per share, basic and diluted 15,585 15,468

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

Inhibrx Biosciences, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands)

(Shares) Common Stock

(Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity

(Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity (Deficit)

Balance as of December 31, 2025

1 unchanged sentence

Stock-based compensation expense — — 2,653 — 2,653

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

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

Stock-based compensation expense — — 3,175 — 3,175

Issuance of shares upon exercise of stock options 30 — 471 — 471

Issuance of warrants in connection with March 2026 Amendment to the 2025 Loan Agreement — — 1,289 — 1,289

Net loss — — — ( 33,441 ) ( 33,441 )

Balance as of September 30, 2025

Balance as of March 31, 2026

14,608 $ 1 $ 258,592 $ ( 279,628 ) $ ( 21,035 )

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Stock-based compensation expense — — 2,450 — 2,450

Issuance of shares upon exercise of stock options 1,865 — 40,378 — 40,378

Issuance of warrants in connection with 2025 Loan Agreement — — 1,720 — 1,720

Net loss — — — ( 43,311 ) ( 43,311 )

1 unchanged sentence

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

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

Stock-based compensation expense — — 2,965 — 2,965

Net loss — — — ( 43,864 ) ( 43,864 )

Balance as of September 30, 2024

14,476 $ 1 $ 236,733 $ ( 58,267 ) $ 178,467

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

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(In thousands)

NINE MONTHS ENDED

SEPTEMBER 30,

THREE MONTHS ENDED

Cash flows from operating activities

Net income (loss) $ ( 107,221 ) $ 1,735,437

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

$ ( 33,441 ) $ ( 43,311 )

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

Depreciation and amortization 537 675

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Non-cash lease expense 483 434

Loss on disposal of fixed assets 3 12

Non-cash gain on transaction with Acquirer

— ( 1,998,809 )

Changes in operating assets and liabilities:

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Cash flows from investing activities

Purchase of fixed assets ( 31 ) ( 2,581 )

Proceeds from the sale of property and equipment 3 —

Purchase of property and equipment

Net cash used in investing activities — ( 21 )

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Net cash provided by financing activities 75,463 99,840

Net increase (decrease) in cash and cash equivalents

492 ( 81,592 )

Net increase in cash and cash equivalents 37,437 63,924

Cash and cash equivalents at beginning of period 124,220 152,596

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Supplemental schedule of non-cash investing and financing activities

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

Payable for purchase of fixed assets $ — $ 6

Fair value of warrants issued to lender in conjunction with Amended 2025 Loan Agreement (as defined in Note 3) $ 1,289 $ 1,720

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

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Inhibrx Biosciences, Inc., or the Company, or Inhibrx, is a clinical-stage biopharmaceutical company focused on developing a broad pipeline of novel biologic therapeutic candidates.

The Company combines target biology with protein engineering, technologies, and research and development to design therapeutic candidates.

The Company’s current pipeline is focused on oncology.

Basis of Presentation

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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, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026.

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

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 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 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.

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 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.

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.

The Company recorded a gain on the transaction of $ 2.0 billion during the nine months ended September 30, 2024, which consists of the following components (in thousands):

NINE MONTHS ENDED SEPTEMBER 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 September 30, 2025, the Company had an accumulated deficit of $ 213.4 million and cash and cash equivalents of $ 153.1 million.

From its inception and through September 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.

As of March 31, 2026, the Company had an accumulated deficit of $ 279.6 million and cash and cash equivalents of $ 161.7 million.

From its inception and through March 31, 2026, 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.

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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.

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.

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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’s most significant estimates relate to 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.

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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 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 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.

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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 September 30, 2025 and December 31, 2024, the Company held $ 151.6 million and $ 149.0 million, respectively, of money market mutual funds or equivalents, which are classified as Level 1 in the fair value hierarchy.

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type are presented in the following table (in thousands):

Level 1 Level 2 Level 3 Total

March 31, 2026

Money market funds $ 5,923 $ — $ — $ 5,923

Total assets measured at fair value $ 5,923 $ — $ — $ 5,923

December 31, 2025

Money market funds $ 5,870 $ — $ — $ 5,870

Total assets measured at fair value $ 5,870 $ — $ — $ 5,870

The Company’s long-term outstanding debt is not measured at fair value on a reoccurring basis.

As of September 30, 2025, the fair value of the Company’s long-term outstanding debt approximates fair value using Level 2 inputs.

As of March 31, 2026 and December 31, 2025, the Company’s long-term outstanding debt approximates fair value using Level 2 inputs.

Accrued Research and Development and Clinical Trial Costs

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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.

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 nine months ended September 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.

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.

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 and nine months ended September 30, 2025 and the three months ended September 30, 2024, there is no difference in the number of shares used to calculate basic and diluted shares outstanding.

Accordingly, for the three

months ended March 31, 2026 and March 31, 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 SEPTEMBER 30,

AS OF MARCH 31,

Outstanding stock options 3,428 3,422

1 unchanged sentence

Total 3,590 3,563

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):

NINE MONTHS ENDED

SEPTEMBER 30, 2024

Outstanding stock options 242

Warrants to purchase common stock 1

Segment Information

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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 condensed consolidated net income (loss) as reported on its condensed consolidated income statement.

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 statement of operations.

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 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 CODM uses net income (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 condensed consolidated net income (loss) for the three and nine months ended September 30, 2025 and September 30, 2024 (in thousands):

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 provided to 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, 2026 and March 31, 2025 (in thousands):

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

Segment net income (loss)

Revenue $ — $ — $ 1,300 $ 100

Segment net loss

Research and development expense

5 unchanged sentences

Total research and development expense

( 25,217 ) ( 36,877 )

General and administrative expense

Merger-related — — — ( 68,061 )

Personnel ( 3,646 ) ( 3,777 )

1 unchanged sentence

Total general and administrative expense

Other income (expense) ( 1,444 ) 2,933 ( 3,117 ) 2,016,959

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

Segment and consolidated net income (loss) $ ( 35,256 ) $ ( 43,864 ) $ ( 107,221 ) $ 1,735,437

( 5,710 ) ( 6,024 )

Other expense

( 2,514 ) ( 410 )

Segment and consolidated net loss $ ( 33,441 ) $ ( 43,311 )

Recent Accounting Pronouncements

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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 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):

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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 condensed consolidated financial statements and related disclosures.

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

OTHER FINANCIAL INFORMATION

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

SEPTEMBER 30, 2025 DECEMBER 31, 2024

MARCH 31, 2026 DECEMBER 31, 2025

Clinical trials (1)

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(1) 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.

See “Accrued Research and Development and 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.

See “Accrued Research and Development and 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.

See “Accrued Research and Development and 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):

SEPTEMBER 30, 2025 DECEMBER 31, 2024

MARCH 31, 2026 DECEMBER 31, 2025

Machinery and equipment $ 9,519 $ 9,519

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Property and equipment, net $ 3,196 $ 3,733

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

Depreciation and amortization expense for the three months ended March 31, 2026 and March 31, 2025 consisted of the following (in thousands):

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

Research and development $ 530 $ 588

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

SEPTEMBER 30, 2025 DECEMBER 31, 2024

MARCH 31, 2026 DECEMBER 31, 2025

Clinical trials (1)

$ 8,582 $ 10,794

Clinical drug substance and product manufacturing (2)

Compensation-related 2,242 7,450

Interest on long-term debt

Clinical drug substance and product manufacturing (2)

Interest expense 857 857

Professional fees 591 447

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(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.

See “Accrued Research and Development and 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.

See “Accrued Research and Development and 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.

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.

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 nine months ended September 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.

The Company did no t incur any interest expense during the three months ended September 30, 2024.

See “Accrued Research and Development and Clinical Trial Costs” in Note 1 for further discussion of the components of research and development.

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 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 %.

On January 13, 2025, the Company entered into a Loan and Security Agreement, or the 2025 Loan Agreement, with Oxford Finance LLC, or Oxford, pursuant to which it received $ 100.0 million in gross proceeds.

The 2025 Loan Agreement provided for an additional tranche of $ 50.0 million to be funded upon the Company's request and at Oxford’s sole discretion.

On March 18, 2026, the Company entered into the First Amendment to Loan and Security Agreement with Oxford, or the March 2026 Amendment, or collectively with the 2025 Loan Agreement, the Amended 2025 Loan Agreement.

The March 2026 Amendment provided for an additional tranche, or the Term B Loans, in an aggregate principal amount of $ 75.0 million, upsized from $ 50.0 million originally available under the 2025 Loan Agreement.

Upon closing of the March 2026 Amendment, the Term B Loans were funded and the Company received gross proceeds of $ 75.0 million.

The Company determined the March 2026 Amendment should be treated as a modification of the original 2025 Loan Agreement since the terms and resulting cash flows were not substantially changed upon the amendment.

The outstanding term loans will mature on January 1, 2030, or the Maturity Date, and bear interest at (1) 5.61 % plus (2) the greater of (i) the 1-Month Term Secured Overnight Financing Rate as published by the CME Group or (ii) 4.34 %.

The repayment schedule provides for interest-only payments through February 1, 2028, with principal payments beginning on March 1, 2028.

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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.

This final payment of $ 15.75 million will be accreted over the life of the Amended 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 September 30, 2025, the Company’s outstanding debt balance under the 2025 Loan Agreement consisted of the following (in thousands):

SEPTEMBER 30, 2025

Term loan $ 109,000

As of March 31, 2026, the Company’s outstanding debt balance under the Amended 2025 Loan Agreement consisted of the following (in thousands):

MARCH 31, 2026

Term A $ 109,000

Term B 81,750

debt discount ( 15,756 )

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

SEPTEMBER 30, 2025

MARCH 31, 2026

2028 (10 months) $ 76,087

Thereafter 13,348

Total future minimum payments 190,750

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Total debt $ 174,994

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 September 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.

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.

All obligations under the Amended 2025 Loan Agreement and the other loan documents 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 Amended 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.

The March 2026 Amendment updated the minimum liquidity threshold covenant, tested at all times, to $ 40.0 million, not subject to future increases.

All other terms of the 2025 Loan Agreement remain outstanding following the March 2026 Amendment.

As of March 31, 2026, 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 140,741 shares of common stock at an exercise price of $ 14.21 per share.

Concurrently with the March 2026 Amendment, the Company issued to Oxford warrants to purchase 21,518 shares of common stock at an exercise price of $ 69.71 per share.

Both the 2025 Oxford Warrants and 2026 Oxford Warrants are immediately exercisable, and the exercise period will expire 10 years from the date of issuance.

Upon issuance, both the 2025 Oxford Warrants and 2026 Oxford Warrants were classified as equity and recorded at their fair value of $ 1.7 million and $ 1.3 million, respectively, as additional paid-in-capital and as a debt discount which will be accreted over the life of the Amended 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 September 30, 2025, interest expense was $ 3.2 million, $ 0.6 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

During the nine months ended September 30, 2025, interest expense was $ 9.0 million, $ 1.8 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

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.

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.

Interest expense on the Amended 2025 Loan 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 17.5 %.

During the three months ended March 31, 2026, interest expense was $ 3.5 million, $ 0.7 million of which related to non-cash amortization of the debt discount and accretion of the final payment.

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.

STOCKHOLDERS’ EQUITY (DEFICIT)

Pre-funded Warrants

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 Securities Purchase Agreement, as amended, which was entered into with certain institutional and other accredited investors, 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.

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.

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The 2025 Oxford Warrants are equity-classified and carried at the instruments’ fair value upon classification into equity, with no subsequent remeasurements.

In connection with the March 2026 Amendment, the Company issued warrants to Oxford, or the 2026 Oxford Warrants.

The Company issued warrants to purchase 21,518 shares of the Company’s common stock at an exercise price of $ 69.71 per share.

The 2026 Oxford Warrants are exercisable upon issuance and will expire on March 18, 2036.

The 2026 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 September 30, 2025 for the Company and December 31, 2024 for the Former Parent consisted of the following (in thousands):

SEPTEMBER 30, 2025 DECEMBER 31, 2024

Common stock reserved for future issuance as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

MARCH 31, 2026 DECEMBER 31, 2025

Options to purchase common stock issued and outstanding 3,428 3,501

Pre-funded warrants issued and outstanding 992 992

Shares available for future equity grants 441 499

Pre-funded warrants issued and outstanding 992 992

Warrants issued and outstanding 162 141

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EQUITY COMPENSATION 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 nine months ended September 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 nine months ended September 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.

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 nine months ended September 30, 2025 or September 30, 2024.

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

NINE MONTHS ENDED

SEPTEMBER 30, 2024

Research and development $ 32,809

General and administrative 18,725

Total stock-based compensation expense $ 51,534

No expense was recognized under the 2017 Plan during the three and nine months ended September 30, 2025 or the three months ended September 30, 2024.

As of September 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 September 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.

The Company’s share-based compensation plan, the 2024 Omnibus Incentive Plan, or the 2024 Plan, provides for the issuance of incentive stock options, restricted and unrestricted stock awards, and other stock-based awards.

As of March 31, 2026, 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

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All options have a contractual term of 10 years.

A summary of the Company’s stock option activity under its 2024 Plan for the nine months ended September 30, 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 three months ended March 31, 2026 is as follows (in thousands, except for per share data and years):

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term

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3,501 $ 16.06

Granted 378 $ 17.86

Exercised ( 30 ) $ 15.86

Forfeited ( 43 ) $ 15.86

Outstanding as of September 30, 2025

Outstanding as of March 31, 2026

3,428 $ 16.06 8.2 $ 175,387

Vested and exercisable as of September 30, 2025

Vested and exercisable as of March 31, 2026

1,459 $ 15.84 7.9 $ 74,977

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2025 was $ 0.2 million.

There were no stock options exercised during the nine months ended September 30, 2024.

The total fair value of stock options vested during the nine months ended September 30, 2025 was $ 15.0 million.

No stock options vested during the nine months ended September 30, 2024.

The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2026 was $ 1.9 million.

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

The total fair value of stock options vested during the three months ended March 31, 2026 and the three months ended March 31, 2025 was $ 2.3 million and $ 0.3 million, respectively.

The Company expects all outstanding stock options to vest.

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 nine months ended September 30, 2025 and September 30, 2024 were as follows:

NINE MONTHS ENDED

SEPTEMBER 30,

THREE MONTHS ENDED

MARCH 31, 2025

Risk-free interest rate 4.13 %

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Weighted average fair value $ 10.49

Stock-based compensation expense for stock options under the 2024 Plan consisted of the following (in thousands):

No stock options were granted during the three months ended March 31, 2026.

Stock-based compensation expense consisted of the following (in thousands):

THREE MONTHS ENDED

SEPTEMBER 30, NINE MONTHS ENDED

SEPTEMBER 30,

2025 2024 2025 2024

Research and development $ 1,573 $ 1,256

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Total stock-based compensation expense $ 2,653 $ 2,450

As of September 30, 2025, the Company had $ 28.7 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 2.8 years.

LICENSE REVENUES

The following table summarizes the total revenue recorded in the Company’s condensed consolidated statements of operations (in thousands) during the nine months ended September 30, 2025 and September 30, 2024:

NINE MONTHS ENDED

SEPTEMBER 30,

License fee revenue

Scithera, Inc.

Regeneron Pharmaceuticals, Inc.

Total license fee revenue $ 1,300 $ 100

The Company did no t recognize any revenue during the three months ended September 30, 2025 or September 30, 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 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.

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.

During the nine months ended September 30, 2025, the Company recognized $ 1.3 million of revenue and received a payment of $ 1.3 million under the Scithera License Agreement.

The Company did not recognize any revenue or receive any payments under the Scithera License Agreement during the three months ended September 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.

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 the nine months ended September 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 months ended September 30, 2024 or the three and nine months ended September 30, 2025.

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 second quarter of 2025, the Company substantially completed all obligations under the Transition Services Agreement.

The Company has not billed the Former Parent for any services under the Transition Services during the nine months ended September 30, 2025 and does not expect any future billings.

During the nine months ended September 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.

As of March 31, 2026, the Company had $ 22.7 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 2.3 years.

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.

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 September 30, 2025 and December 31, 2024 were as follows (in thousands):

SEPTEMBER 30, 2025 DECEMBER 31, 2024

Operating right-of-use asset

$ 6,004 $ 7,338

Operating lease liability

Current $ 2,247 $ 1,595

Non-current 4,741 6,453

Total operating lease liability $ 6,988 $ 8,048

During the three months ended September 30, 2025 and September 30, 2024, the Company recognized operating lease expense of $ 1.0 million and $ 0.9 million, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Company recognized operating lease expense of $ 2.9 million and $ 2.5 million, respectively.

During the three months ended September 30, 2025 and September 30, 2024, the Company paid $ 0.7 million and $ 0.4 million in cash for amounts included in the measurement of the operating lease liability, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Company paid $ 1.6 million and $ 1.5 million in cash for amounts included in the measurement of the operating lease liability, respectively.

As of September 30, 2025 and December 31, 2024, the Company’s operating lease had a remaining term of 2.75 years and 3.5 years, respectively.

During the three months ended March 31, 2026 and March 31, 2025, the Company recognized operating lease expense of $ 1.1 million and $ 0.9 million, respectively.

During the three months ended March 31, 2026 and March 31, 2025, the Company paid $ 0.7 million and $ 0.4 million in cash for amounts included in the measurement of the operating lease liability, respectively.

As of March 31, 2026 and December 31, 2025, the Company’s operating lease had a remaining term of 2.3 years and 2.5 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 September 30, 2025 and December 31, 2024.

The Company determined a weighted-average discount rate of 10.2 % as of March 31, 2026 and December 31, 2025.

Future minimum rental commitments for the Company’s operating leases reconciled to the operating lease liability are as follows (in thousands):

SEPTEMBER 30, 2025

2025 (three months) $ 703

MARCH 31, 2026

2026 (9 months) $ 2,152

Total future minimum lease payments 6,585

7 unchanged sentences

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What changed 10-Q

Item 1. Financial Statements