Inhibrx Biosciences, Inc. 10-Q

Item 1. Financial Statements. Inhibrx Biosciences, Inc. Condensed Consolidated Balance Sheets (In thousands, except share data and par value) (Unaudited) MARCH 31, DECEMBER 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 161,657 $ 124,220 Other receivables 186 177 Prepaid expenses and other current assets 9,498 8,435 Total current assets 171,341 132,832 Property and equipment, net 3,196 3,733 Operating right-of-use asset 5,052 5,535 Other non-current assets 4,378 4,378 Total assets $ 183,967 $ 146,478 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 8,762 $ 5,944 Accrued expenses 15,342 25,529 Current portion of operating lease liability 2,408 2,326 Total current liabilities 26,512 33,799 Long-term debt, net 174,994 100,559 Non-current portion of operating lease liability 3,496 4,127 Total liabilities 205,002 138,485 Commitments and contingencies (Note 6) Stockholders’ equity (deficit) Preferred stock, $ 0.0001 par value; 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 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. 1 1 Additional paid-in-capital 258,592 254,179 Accumulated deficit ( 279,628 ) ( 246,187 ) 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. 4 Inhibrx Biosciences, Inc. Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) THREE MONTHS ENDED MARCH 31, 2026 2025 Operating expenses: Research and development $ 25,217 $ 36,877 General and administrative 5,710 6,024 Total operating expenses 30,927 42,901 Loss from operations ( 30,927 ) ( 42,901 ) Other income (expense): Interest expense ( 3,509 ) ( 2,689 ) Interest income 1,007 2,329 Other income (expense), net ( 12 ) ( 50 ) 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. 5 Inhibrx Biosciences, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (In thousands) (Unaudited) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Balance as of December 31, 2025 14,578 $ 1 $ 254,179 $ ( 246,187 ) $ 7,993 Stock-based compensation expense — — 2,653 — 2,653 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 March 31, 2026 14,608 $ 1 $ 258,592 $ ( 279,628 ) $ ( 21,035 ) Common Stock (Shares) Common Stock (Amount) Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity Balance as of December 31, 2024 14,476 $ 1 $ 239,715 $ ( 106,132 ) $ 133,584 Stock-based compensation expense — — 2,450 — 2,450 Issuance of warrants in connection with 2025 Loan Agreement — — 1,720 — 1,720 Net loss — — — ( 43,311 ) ( 43,311 ) Balance as of March 31, 2025 14,476 $ 1 $ 243,885 $ ( 149,443 ) $ 94,443 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Inhibrx Biosciences, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) THREE MONTHS ENDED MARCH 31, 2026 2025 Cash flows from operating activities Net loss $ ( 33,441 ) $ ( 43,311 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 537 675 Accretion of debt discount and non-cash interest expense 732 533 Stock-based compensation expense 2,653 2,450 Non-cash lease expense 483 434 Changes in operating assets and liabilities: Accounts receivable — 200 Other receivables ( 9 ) ( 17 ) Receivables from related parties — 23 Prepaid expenses and other current assets ( 1,063 ) 730 Other non-current assets — 28 Accounts payable 2,818 ( 353 ) Accrued expenses ( 10,187 ) 2,884 Operating lease liability ( 549 ) ( 171 ) Net cash used in operating activities ( 38,026 ) ( 35,895 ) Cash flows from investing activities Purchase of property and equipment — ( 21 ) Net cash used in investing activities — ( 21 ) Cash flows from financing activities Proceeds from the issuance of debt 74,992 99,965 Payment of fees associated with debt — ( 125 ) Proceeds from the exercise of stock options 471 — Net cash provided by financing activities 75,463 99,840 Net increase in cash and cash equivalents 37,437 63,924 Cash and cash equivalents at beginning of period 124,220 152,596 Cash and cash equivalents at end of period $ 161,657 $ 216,520 Supplemental disclosure of cash flow information Cash paid for interest $ 2,778 $ 1,299 Cash paid for income taxes $ — $ — Supplemental schedule of non-cash investing and financing activities 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. 7 Inhibrx Biosciences, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Inhibrx Biosciences, Inc., or the Company, or Inhibrx, is a clinical-stage biopharmaceutical company 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 The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission, or the SEC, related to an interim report on Form 10-Q. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2026. Liquidity 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. If the Company does raise additional capital through public or private equity or convertible debt offerings, the ownership interests of its existing stockholders will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect its stockholders’ rights. If the Company raises capital through additional debt financings, it may be subject to covenants limiting or restricting its ability to take specific actions, such as incurring additional debt or making certain capital expenditures. To the extent that the Company raises additional capital through strategic licensing, collaboration or other similar agreements, it may have to relinquish valuable rights to its therapeutic candidates, future revenue streams or research programs at an earlier stage of development or on less favorable terms than it would otherwise choose, or to grant licenses on terms that may not be favorable to the Company. There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure adequate additional funding, it will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, delay, scale back or eliminate some or all of its development programs, or 8 relinquish rights to its technology on less favorable terms than it would otherwise choose. These actions could materially impact its business, financial condition, results of operations and prospects. The rules and regulations of the SEC or any other regulatory agencies may restrict the Company’s ability to conduct certain types of financing activities, or may affect the timing of and amounts it can raise by undertaking such activities. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. The Company’s most significant estimates relate to accounting for development work and preclinical studies and clinical trials, determining the assumptions used in measuring stock-based compensation, the fair value of warrants, and the incremental borrowing rate estimated in relation to the Company’s operating lease. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. The Company’s actual results may differ from these estimates under different assumptions or conditions. Cash and Cash Equivalents Cash and cash equivalents are comprised of cash held in financial institutions including readily available checking, overnight sweep, and money market accounts. Concentrations of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits by the Federal Deposit Insurance Corporation, or the FDIC, of up to $250,000. The Company’s cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in operations. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash balances due to the financial condition of the depository institutions in which those deposits are held. Fair Value Measurements The Company determines the fair value measurements of applicable assets and liabilities based on a three-tier fair value hierarchy established by accounting guidance and prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The 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. 9 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 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 Research and development costs are expensed as incurred based on estimates of the period in which services and efforts are expended, and include the cost of compensation and related expenses, as well as expenses for third parties who conduct research and development on the Company’s behalf, pursuant to development and consulting agreements in place. The Company’s preclinical studies and clinical trials are performed internally, by third party contract research organizations, or CROs, and/or clinical investigators. The Company also engages with contract development and manufacturing organizations, or CDMOs, for clinical supplies and manufacturing scale-up activities related to its therapeutic candidates. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon estimates determined by reviewing cost information provided by CROs and CDMOs, other third-party vendors and internal clinical personnel, and contractual arrangements with CROs and CDMOs and the scope of work to be performed. Costs incurred related to the Company’s purchases of in-process research and development for early-stage products or products that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Costs incurred related to the licensing of products that have not yet received marketing approval to be marketed, or that are not commercially viable and ready for use, or have no alternative future use, are charged to expense in the period incurred. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recorded for temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is provided if it is more likely than not that some or all of the deferred tax assets will not be realized. Net Loss Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the same period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common and common stock equivalents outstanding during the same period. The Company excludes common stock equivalents from the calculation of diluted net loss per share when the effect is anti-dilutive. The weighted average number of shares of common stock used in the basic and diluted net income (loss) per common stock calculations includes the weighted-average pre-funded warrants outstanding during the period as they are exercisable at any time for nominal cash consideration. 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 10 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 MARCH 31, 2026 2025 Outstanding stock options 3,428 3,422 Warrants to purchase common stock 162 141 Total 3,590 3,563 Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating and reportable segment as the Company has devoted substantially all of its resources to drug discovery and development activities through conducting preclinical studies and clinical trials associated with its programs, all of which aim to discover and develop biologic therapeutic candidates. The CODM assesses performance for the biologic therapeutic segment and decides how to allocate resources based on the consolidated net income (loss) as reported on its consolidated 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 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): 11 THREE MONTHS ENDED MARCH 31, 2026 2025 Segment net loss Research and development expense Clinical trials $ ( 9,180 ) $ ( 13,265 ) Personnel ( 8,527 ) ( 9,326 ) Contract manufacturing ( 2,043 ) ( 8,550 ) Equipment, depreciation, and facility ( 2,561 ) ( 2,583 ) Other research and development ( 2,906 ) ( 3,153 ) Total research and development expense ( 25,217 ) ( 36,877 ) General and administrative expense Personnel ( 3,646 ) ( 3,777 ) Other general and administrative ( 2,064 ) ( 2,247 ) Total general and administrative expense ( 5,710 ) ( 6,024 ) Other expense ( 2,514 ) ( 410 ) Segment and consolidated net loss $ ( 33,441 ) $ ( 43,311 ) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies. The Company believes that the impact of the recently issued accounting pronouncements that are not yet effective will not have a material impact on its condensed consolidated financial condition or results of operations upon adoption. Recently Issued but Not Yet Adopted Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires additional disclosure about specific expense categories in the notes to financial statements. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this accounting standard update on the Company’s consolidated financial statements and related disclosures. 12 2. OTHER FINANCIAL INFORMATION Prepaid Expense and Other Current Assets Prepaid expense and other current assets were comprised of the following (in thousands): AS OF AS OF MARCH 31, 2026 DECEMBER 31, 2025 Clinical trials (1) $ 5,789 $ 4,566 Clinical drug substance and product manufacturing (2) 1,556 1,880 Software licenses 1,385 1,303 Outside research and development services (3) 506 448 Other 262 238 Prepaid expense and other current assets $ 9,498 $ 8,435 (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 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 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 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): AS OF AS OF MARCH 31, 2026 DECEMBER 31, 2025 Machinery and equipment $ 9,519 $ 9,519 Computer software 3,984 3,984 Leasehold improvements 795 795 Furniture, fixtures, and other 556 556 Total property and equipment 14,854 14,854 Less: accumulated depreciation and amortization ( 11,658 ) ( 11,121 ) Property and equipment, net $ 3,196 $ 3,733 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 MARCH 31, 2026 2025 Research and development $ 530 $ 588 General and administrative 7 87 Total depreciation and amortization expense $ 537 $ 675 13 Accrued Expenses Accrued expenses were comprised of the following (in thousands): AS OF AS OF MARCH 31, 2026 DECEMBER 31, 2025 Clinical trials (1) $ 8,582 $ 10,794 Compensation-related 2,242 7,450 Clinical drug substance and product manufacturing (2) 2,141 5,542 Interest expense 857 857 Professional fees 591 447 Other outside research and development (3) 236 111 Other 693 328 Accrued expenses $ 15,342 $ 25,529 (1) Relates primarily to the Company’s usage of third-party CROs for management of clinical trials. 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 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 and Clinical Trial Costs” in Note 1 for further discussion of the components of research and development. 3. DEBT 2025 Loan Agreement 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. The interest-only period is followed by 23 months of equal payments of principal plus interest. Upon the earliest to occur of (i) the Maturity Date, (ii) the acceleration of any term loan under the Term Loan Facility, or (iii) prepayment of any term loan under the Term Loan Facility, the Company will be required to make a final payment of 9.0 % of the total principal amount. This final payment of $ 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. 14 As of March 31, 2026, the Company’s outstanding debt balance under the Amended 2025 Loan Agreement consisted of the following (in thousands): AS OF MARCH 31, 2026 Term A $ 109,000 Term B 81,750 Less: debt discount ( 15,756 ) Long-term debt, including debt discount and final payment fee $ 174,994 The Company’s interest-only period will continue through February 2028, with principal payments beginning in March 2028. Future principal payments and final fee payments will be made as follows (in thousands): AS OF MARCH 31, 2026 2028 (10 months) $ 76,087 2029 91,304 2030 23,359 Total future minimum payments 190,750 Less: unamortized debt discount ( 15,756 ) Total debt $ 174,994 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 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. 15 4. 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 In connection with the 2025 Loan Agreement, the Company issued warrants to Oxford, or the 2025 Oxford Warrants. The Company issued warrants to purchase 140,741 shares of the Company’s common stock at an exercise price of $ 14.21 per share. The 2025 Oxford Warrants are exercisable upon issuance and will expire on January 13, 2035. The 2025 Oxford Warrants are equity-classified and carried at the instruments’ fair value upon classification into equity, with no subsequent remeasurements. 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 March 31, 2026 and December 31, 2025 consisted of the following (in thousands): AS OF AS OF MARCH 31, 2026 DECEMBER 31, 2025 Options to purchase common stock issued and outstanding 3,428 3,501 Shares available for future equity grants 441 499 Pre-funded warrants issued and outstanding 992 992 Warrants issued and outstanding 162 141 Total common stock reserved for future issuance 5,023 5,133 5. EQUITY COMPENSATION PLAN 2024 Plan 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 The Company recognizes compensation costs related to stock-based awards, including stock options, based on the estimated fair value of the awards on the date of grant. The Company grants stock options with an exercise price equal to the fair market value of the Company’s stock on the date of the option grant. The stock options are generally subject to four-year vesting with a one-year cliff, or one-year vesting. All options have a contractual term of 10 years. 16 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 (In Years) Aggregate Intrinsic Value Outstanding as of December 31, 2025 3,501 $ 16.06 Exercised ( 30 ) $ 15.86 Forfeited ( 43 ) $ 15.86 Outstanding as of March 31, 2026 3,428 $ 16.06 8.2 $ 175,387 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 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 three months ended March 31, 2025 were as follows: THREE MONTHS ENDED MARCH 31, 2025 Risk-free interest rate 4.13 % Expected volatility 86.26 % Expected dividend yield — % Expected term (in years) 6.08 Weighted average fair value $ 10.49 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 MARCH 31, 2026 2025 Research and development $ 1,573 $ 1,256 General and administrative 1,080 1,194 Total stock-based compensation expense $ 2,653 $ 2,450 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. 17 6. COMMITMENTS AND CONTINGENCIES Operating Leases 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 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): AS OF MARCH 31, 2026 2026 (9 months) $ 2,152 2027 2,941 2028 1,492 Total future minimum lease payments 6,585 Less: imputed interest ( 681 ) Total operating lease liability 5,904 Less: current portion of operating lease liability ( 2,408 ) Non-current portion of operating lease liability $ 3,496 Litigation The Company is not party to any material legal proceedings. From time to time, it may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such 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. 18