What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 176 added, 136 removed, 504 unchanged (38% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

10 unchanged sentences

Total current liabilities

Operating lease liabilities, non-current

Total liabilities

3 unchanged sentences

10,000,000 shares

authorized and no shares issued and outstanding at March 31, 2025

authorized and no shares issued and outstanding at June 30, 2025

and December 31, 2024

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1,000,000,000 shares authorized,

119,961,445 shares issued and outstanding at March 31, 2025;

120,142,811 shares issued and outstanding at June 30, 2025;

119,835,162 shares issued and outstanding at December 31, 2024

4 unchanged sentences

Total liabilities, preferred stock and stockholders’ equity

(1) Includes related-party amounts of $ 456 and $ 1,274 as of March 31, 2025 and December 31, 2024 , respectively (see Note 15).

(1) Includes related-party amounts of $ 490 and $ 1,274 as of June 30, 2025 and December 31, 2024 , respectively (see Note 15).

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

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(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue, net

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Weighted-average common shares outstanding, basic and diluted

(1) Includes related-party amounts o f $ 452 for the three months ended March 31, 2025 and no related-party amounts for the three months ended March 31, 2024 (see Note 15) .

(2) Includes related-party amounts of $ 1,128 and $ 1,135 for the three months ended March 31, 2025 and 2024, respectively (see Note 15).

(1) Includes related-party amounts o f $ 472 and $ 924 for the three and six months ended June 30, 2025 , respectively, and no related-party amounts for the three and six months ended June 30, 2024 (see Note 15) .

(2) Includes related-party amounts of $ 1,140 and $ 2,268 for the three and six months ended June 30, 2025 , respectively, and $ 1,131 and $ 2,266 for the three and six months ended June 30, 2024, respectively (see Note 15).

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

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Balances at March 31, 2025

Stock-based compensation expense

Exercise of stock options

Issuance of common stock under the

employee stock purchase plan

Unrealized loss, net of tax

Balances at June 30, 2025

Treasury Stock

11 unchanged sentences

Balances at March 31, 2024

Stock-based compensation expense

Exercise of stock options

Issuance of common stock under the

employee stock purchase plan

Balances at June 30, 2024

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

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(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization expense

Other non-cash adjustments

Changes in operating assets and liabilities:

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Accrued expenses

Deferred revenue

Operating lease liabilities

11 unchanged sentences

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

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VYD2311 is a mAb with high in vitro neutralization potency shown against prominent SARS-CoV-2 variants tested to date.

The ongoing Phase 1 randomized, blinded, placebo-controlled clinical trial is evaluating escalating dosing as well as safety, tolerability, pharmacokinetics and immunogenicity of VYD2311 in healthy trial participants.

The Phase 1 clinical trial is being conducted in Australia and is evaluating multiple dose levels of VYD2311 through various routes of administration, including exploration of intramuscular administration and subcutaneous administration, which are designed to be more system- and patient-friendly than intravenous administration.

In February 2025, the Company announced completion of recruitment in its Phase 1 clinical trial of VYD2311, as well as positive clinical data for both safety and pharmacokinetics.

The Company expects additional data readouts from the Phase 1 clinical trial and VYD2311 program throughout 2025.

The Phase 1/2 randomized, blinded, placebo-controlled clinical trial evaluated escalating dosing as well as safety, tolerability, pharmacokinetics and immunogenicity of VYD2311 in healthy trial participants.

The Phase 1/2 clinical trial was conducted in Australia and evaluated multiple dose levels of VYD2311 through various routes of administration, including exploration of intramuscular administration and subcutaneous administration, which are designed to be more system- and patient-friendly than intravenous administration.

In June 2025, the Company announced positive full Phase 1/2 clinical data for VYD2311 for both safety and pharmacokinetics.

In August 2025, the Company announced alignment with advice from the FDA on a compact and, therefore, rapid pathway to potential Biologics License Application ("BLA") approval for VYD2311 for the prevention of COVID-19.

As part of a recent Type C meeting, the FDA advised that a single, Phase 2/3 randomized, double-blind, placebo-controlled trial evaluating mAb efficacy from a relatively modest number of RT-PCR-confirmed symptomatic COVID-19 disease events could support a BLA submission for VYD2311 for the prevention of COVID-19 in a broad population of Americans (12 years of age and older, weighing at least 40kg), including immunocompromised people, subject to agreement on safety database size and pending full protocol review.

Like pemivibart, VYD2311 was engineered from adintrevimab, the Company’s investigational mAb that has a robust safety data package and demonstrated clinically meaningful results in global Phase 2/3 clinical trials for both the prevention and treatment of COVID-19.

In July 2025, the Company announced that it had formed the SPEAR (Spike Protein Elimination and Recovery) Study Group with leading investigators to structure and guide anticipated clinical trials evaluating the effects of broadly neutralizing anti-SARS-CoV-2 spike protein mAb therapy in people suffering from Long COVID or Post-Vaccination Syndrome (PVS).

The SPEAR Study Group intends to launch multi-center translational clinical research on Long COVID and PVS using next-generation antibodies like the Company’s investigational mAb candidate VYD2311.

The Company was incorporated in the State of Delaware in June 2020.

The Company operates as a hybrid company with employees working at its corporate headquarters in Waltham, Massachusetts and remotely.

In June 2022, and subsequently amended in September 2022 and August 2024, the Company entered into a lease for dedicated laboratory and office space in Newton, Massachusetts for research and development purposes.

The Company operates as a hybrid company.

The Company leases dedicated laboratory and office space in Newton, Massachusetts for research and development purposes.

In 2022, the Company expanded its research team to enable internal discovery and development of its mAb candidates, while continuing to leverage the Company’s existing partnership with Adimab, LLC (“Adimab”).

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These efforts require significant amounts of additional capital, adequate personnel and infrastructure and compliance-reporting capabilities.

It is uncertain when, if ever, the Company will generate substantial revenue from product sales to be able to fund its operating expenses and capital requirements.

It is uncertain when, if ever,

the Company will generate substantial revenue from product sales to be able to fund its operating expenses and capital requirements.

Substantial Doubt about Ability to Continue as a Going Concern

1 unchanged sentence

The Company has primarily funded its operations with proceeds from sales of convertible preferred stock, proceeds from the Company’s initial public offering (“IPO”) and net proceeds received from shares of common stock sold under the Sales Agreement (as defined below).

In February 2024,

the Company sold 9,000,000 shares of its common stock under the Sales Agreement at an average price of $ 4.50 per share for $ 39.3 million in net proceeds.

In February 2024, the Company sold 9,000,000 shares of its common stock under the Sales Agreement at an average price of $ 4.50 per share for $ 39.3 million in net proceeds.

After receiving EUA in March 2024, the Company has also funded its operations from sales of PEMGARDA.

The Company has incurred recurring losses and negative cash flows from operations since its inception, including a net loss of $ 16.3 million for the three months ended March 31, 2025.

As of March 31, 2025, the Company had an accumulated deficit of $ 918.3 million.

The Company has incurred recurring losses and negative cash flows from operations since its inception, including a net loss of $ 30.9 million for the six months ended June 30, 2025.

As of June 30, 2025, the Company had an accumulated deficit of $ 932.9 million.

The Company may continue to generate operating losses for the foreseeable future.

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Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 and the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024 are unaudited.

The accompanying unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 have been prepared by the Company pursuant to the rules and regulations of the U.S.

The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 and the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and 2024 are unaudited.

The accompanying unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been prepared by the Company pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) for interim financial statements.

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These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements, and the notes thereto, as of and for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025 (the “2024 Form 10-K”).

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of March 31, 2025 and December 31, 2024, the condensed consolidated results of operations for the three months ended March 31, 2025 and 2024, the condensed consolidated cash flows for the three months ended March 31, 2025 and 2024, and changes in stockholders’ equity for the three months ended March 31, 2025 and 2024 have been made.

The Company’s condensed consolidated results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025 .

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of June 30, 2025 and December 31, 2024, the condensed consolidated results of operations for the three and six months ended June 30, 2025 and 2024, the condensed consolidated cash flows for the six months ended June 30, 2025 and 2024, and changes in stockholders’ equity for the three and six months ended June 30, 2025 and 2024 have been made.

The Company’s condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025 .

Summary of Significant Accounting Policies

As of March 31, 2025, the Company’s significant accounting policies and estimates, which are detailed in the Company’s 2024 Form 10-K, have not materially changed.

As of June 30, 2025, the Company’s significant accounting policies and estimates, which are detailed in the Company’s 2024 Form 10-K, have not materially changed.

Use of Estimates

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Fair Value Measurements at

March 31, 2025:

June 30, 2025:

Cash equivalents:

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The money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.

There were no changes to the valuation methods during the three months ended March 31, 2025 or 2024.

There were no changes to the valuation methods during the three and six months ended June 30, 2025 or 2024.

The Company evaluates transfers between levels at the end of each reporting period.

There were no transfers into or out of Level 1, Level 2 or Level 3 fair value measurements during the three months ended March 31, 2025 or 2024 .

There were no transfers into or out of Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2025 or 2024 .

The following table presents non-current inventories (in thousands):

1 unchanged sentence

Finished goods

As of March 31, 2025, $ 0.4 million of finished goods inventory was classified as a current asset and included within prepaid and other current assets in the condensed consolidated balance sheet.

As of June 30, 2025 , $ 0.4 million of finished goods inventory was classified as a current asset and included within prepaid and other current assets in the condensed consolidated balance sheet.

Please refer to Note 5 for additional information.

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Prepaid insurance

Prepaid compensation and other

Interest receivable

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Amounts paid with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement are recognized as research and development expense as such amounts are incurred.

During the three months ended March 31, 2025 and 2024 , the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement.

During the three and six months ended June 30, 2025 and 2024 , the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement.

Please refer to Note 15 for additional information.

The Company is obligated to pay Adimab up to $ 16.5 million upon the achievement of specified development and regulatory milestones for the first Product under the agreement that achieves such specified milestones and up to $ 8.1 million upon the achievement of specified development and regulatory milestones for the second Product under the agreement that achieves such specified milestones.

The maximum aggregate amount of milestone payments payable under the agreement for any and all Products is $ 24.6 million , of which a total of $ 11.1 million has been achieved and paid through March 31, 2025;

however, milestone payments do not accrue for certain in vitro diagnostic devices consisting of or containing CoV Antibodies.

2 unchanged sentences

The next potential milestone under the Adimab Assignment Agreement is a low single-digit million-dollar regulatory milestone, which was not considered probable under U.S.

GAAP and therefore, no expense was recognized as of March 31, 2025.

During the three months ended March 31, 2025 and 2024, the Company did no t recognize any in-process research and development (“IPR&D”) expense with respect to contingent consideration payable under the Adimab Assignment Agreement.

for milestone payments of $ 11.1 million incurred through December 31, 2023, no other milestone payments have been paid to or have been earned by Adimab through March 31, 2025.

GAAP and therefore, no expense was recognized as of June 30, 2025.

During the three and six months ended June 30, 2025 and 2024, the Company did no t recognize any in-process research and development (“IPR&D”) expense with respect to contingent consideration payable under the Adimab Assignment Agreement.

for milestone payments of $ 11.1 million incurred through December 31, 2023, no other milestone payments have been paid to or have been earned by Adimab through June 30, 2025.

The Company is obligated to pay Adimab royalties of a mid-single-digit percentage based on net sales of any Products, beginning upon the first commercial sale of a Product in accordance with the Adimab Assignment Agreement.

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Royalties are due on a Product-by-Product and country-by-country basis beginning upon the first commercial sale of each Product and ending on the later of (i) 12 years after the first commercial sale of such Product in such country and (ii) the expiration of the last valid claim of a patent covering such Product in such country (the “Royalty Term”).

During the three months ended March 31, 2025, the Company expensed $ 0.5 million of royalties, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

During the three months ended March 31, 2024 , the Company did no t expense any royalties.

During the three and six months ended June 30, 2025, the Company expensed $ 0.4 million and $ 0.9 million , respectively, of royalties, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

During the three and six months ended June 30, 2024 , the Company did no t expense any royalties.

In addition, the Company is obligated to pay Adimab royalties of a specified percentage in the range of 45 % to 55 % of any compulsory sublicense consideration received by the Company in lieu of certain royalty payments.

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Effective January 2024, the Company became obligated to pay Adimab a quarterly fee of $ 0.6 million.

During both the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee.

During both the three months ended June 30, 2025 and 2024, the Company recognized $ 0.6 million of research and development expense related to the quarterly fee.

During both the six months ended June 30, 2025 and 2024 , the Company recognized $ 1.2 million of research and development expense related to the quarterly fee.

For each agreed upon research program that is commenced, the Company is obligated to pay Adimab quarterly for its services performed during a given research program at a specified full-time equivalent rate;

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Amounts paid with respect to services performed by Adimab on the Company’s behalf in each of the research programs under the Adimab Collaboration Agreement are recognized as research and development expense as such amounts are incurred and services are rendered.

During both the three months ended March 31, 2025 and 2024, the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company ’s behalf under the Adimab Collaboration Agreement.

During both the three months ended March 31, 2025 and 2024, the

Company did no t recognize any IPR&D expense related to drug delivery fees, optimization completion fees or option exercise fees.

Please refer to Note 15 for additional information.

During the three and six months ended June 30, 2025 and

2024, the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company ’s behalf under the Adimab Collaboration Agreement.

During the three and six months ended June 30, 2025 and 2024, the Company did no t recognize any IPR&D expense related to drug delivery fees, optimization completion fees or option exercise fees.

Please refer to No te 15 for additional information.

The Company is obligated to pay Adimab up to $ 18.0 million upon the achievement of specified development and regulatory milestones for each product under the Adimab Collaboration Agreement that achieves such milestones.

The next potential milestone under the Adimab Collaboration Agreement is a low single-digit million-dollar clinical milestone, which was not considered probable under U.S.

GAAP and therefore, no expense was recognized as of March 31, 2025.

GAAP and therefore, no expense was recognized as of June 30, 2025.

The Company is also obligated to pay Adimab royalties of a mid-single-digit percentage based on net sales of any product under the Adimab Collaboration Agreement, subject to reductions for third-party licenses.

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In consideration for this work, the Company is obligated to pay Adimab royalties of a low single-digit percentage based on net sales of products that contain such antigens for the same royalty term as antibody-based products, but the Company is not obligated to make any milestone payments for such antigen products.

Through March 31, 2025, no royalty payments have been paid to or have been earned by Adimab under the Adimab Collaboration Agreement.

Through June 30, 2025, no royalty payments have been paid to or have been earned by Adimab under the Adimab Collaboration Agreement.

The Adimab Collaboration Agreement will expire (i) if the Company does not exercise any option, upon the conclusion of the last Evaluation Term for the research programs, or (ii) if the Company exercises an option, on the expiration of the last royalty term for a product in a particular country, unless the agreement is earlier terminated.

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The first annual fee became due in September 2023 and was paid in October 2023.

During both the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.5 million of research and development expense related to the annual fees.

During both the three months ended June 30, 2025 and 2024 , the Company recognized $ 0.5 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

During both the six months ended June 30, 2025 and 2024 , the Company recognized $ 1.0 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

Beginning in July 2027 and ending in June 2042, unless terminated earlier, the Company has the option to receive additional material improvements to the platform technology from Adimab, subject to a commercially reasonable fee to be negotiated by the parties.

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The next potential milestone under the Adimab Platform Transfer Agreement is a mid-six-digit dollar preclinical milestone, which was not considered probable under U.S.

GAAP and therefore, no expense was recognized as of March 31, 2025.

GAAP and therefore, no expense was recognized as of June 30, 2025.

In addition, the Company is obligated to pay Adimab royalties of a low single-digit percentage based on net sales of products containing an antibody discovered, engineered or optimized using Adimab’s platform technology, subject to reductions specified under the Adimab Platform Transfer Agreement.

Royalties are due on a product-by-product and country-by-country basis.

The royalty term will expire for each product on a country-by-country basis upon the later of (i) 12 years after the first commercial sale of such product in such country and (ii) the expiration of the last valid claim of a program antibody patent for covering the program antibody contained

in such product in such country.

Through March 31, 2025, no royalty payments have been paid to or have been earned by Adimab under the Adimab Platform Transfer Agreement.

Through June 30, 2025, no royalty payments have been paid to or have been earned by Adimab under the Adimab Platform Transfer Agreement.

The Company may terminate the Adimab Platform Transfer Agreement at any time upon advance written notice to Adimab.

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Royalties are due on a Licensed Product-by-Licensed Product basis commencing on the date of the first commercial sale of the applicable product and continuing for so long as the Company commercializes Licensed Products or, if earlier, until the Company exercises its option to buy out the royalty obligations.

Through March 31, 2025 , no royalties had become due to WuXi Biologics.

Through June 30, 2025 , no royalties had become due to WuXi Biologics.

The Cell Line License Agreement remains in effect until it is terminated.

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The Cell Line License Agreement did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in a single asset.

The Company did no t recognize any IPR&D expense under the Cell Line License Agreement during both the three months ended March 31, 2025 and 2024 .

The Company did no t recognize any IPR&D expense under the Cell Line License Agreement during the three and six months ended June 30, 2025 and 2024 .

Population Health Partners, L.P.

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The PHP Work Order was effective for six months from the PHP Effective Date and terminated in accordance with its terms in May 2023.

The PHP MSA contained customary confidentiality provisions and representations and warranties of the parties, as well as mutual non-solicitation of certain employees during the term of the PHP MSA and for a period of one year thereafter.

MSA contained customary confidentiality provisions and representations and warranties of the parties, as well as mutual non-solicitation of certain employees during the term of the PHP MSA and for a period of one year thereafter.

As compensation for the services and deliverables under the PHP Work Order, the Company paid PHP a cash fee of $ 0.5 million per month during the term of the PHP Work Order for an aggregate fee of $ 3.0 million (the “Aggregate Fee”).

During both the three months ended March 31, 2025 and 2024 , the Company did no t pay any cash compensation to PHP and therefore did not recognize any research and development expense related thereto.

During the three and six months ended June 30, 2025 and 2024 , the Company did no t pay any cash compensation to PHP and therefore did not recognize any research and development expense related thereto.

In addition to the cash compensation, on the PHP Effective Date, the Company issued a warrant to purchase shares of the Company’s common stock to PHP (the “PHP Warrant”).

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Operating Lease Commitments

In September 2021, the Company entered into a five-year noncancelable facilities lease agreement for approximately 9,600 square feet of office space in Waltham, Massachusetts, which provides for monthly rental payments, including base rent charges of $ 0.4 million per year, subject to periodic rent increases, and the Company’s proportionate share of operating expenses.

This lease agreement is scheduled to expire on May 31, 2025.

In September 2021, the Company entered into a five-year facilities lease agreement for approximately 9,600 square feet of office space in Waltham, Massachusetts, which provided for monthly rental payments, including base rent charges of $ 0.4 million per year, subject to periodic rent increases, and the Company’s proportionate share of operating expenses.

The Company exercised its option to terminate and this lease agreement expired in accordance with its terms on May 31, 2025.

In June 2022, the Company entered into a two-year noncancelable agreement for dedicated laboratory and office space in Newton, Massachusetts (the “Newton, MA Lease”), which was amended in September 2022.

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The amended Newton, MA Lease provided for monthly rental payments, including base rent charges of $ 1.3 million per year.

In August 2024, the Newton, MA Lease was further amended to extend the lease through November 2025, with an option to further extend the lease for an additional twenty-five months or continue the lease on a month-to-month basis after completion of the term ending in November 2025.

In August 2024 and May 2025, the Newton, MA Lease was further amended to extend the lease

through December 2027, with an option to further extend the lease for an additional twenty-four months or continue the lease on a month-to-month basis after completion of the term ending in December 2027.

The components of operating lease expense were as follows (in thousands):

For the Three Months

Ended March 31,

Ended June 30,

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

For The Six Months

Ended June 30,

Operating lease cost

3 unchanged sentences

Operating cash flows related to operating leases

Future minimum lease payments under the noncancelable leases as of March 31, 2025 was as follows (in thousands):

Future minimum lease payments under the noncancelable leases as of June 30, 2025 was as follows (in thousands):

Year Ending December 31,

Operating Lease

2025 (excluding the three months ended March 31, 2025)

2025 (excluding the six months ended June 30, 2025)

Total lease payments

1 unchanged sentence

Present value of operating lease liability

As of March 31, 2025 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 6.0 % over a weighted-average remaining lease term of 0.6 years.

As of March 31, 2024 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 6.0 % over a weighted-average remaining lease term of 1.7 years.

As of June 30, 2025 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 6.0 % over a weighted-average remaining lease term of 2.5 years.

As of June 30, 2024 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 6.0 % over a weighted-average remaining lease term of 0.5 years.

The total operating liabilities are presented on the Company’s condensed consolidated balance sheet based on maturity dates.

$ 0.9 million is classified under “operating lease liabilities, current” for the portion due within twelve months.

There was no operating lease liability classified under “operating lease liabilities, non-current”.

$ 1.1 million is classified under “ operating lease liabilities, current” for the portion due within twelve months, and $ 1.9 million is classified under “operating lease liabilities, non-current”.

License Agreements

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The Commercial Manufacturing Agreement outlines the terms and conditions under which WuXi Biologics manufactures drug substance and drug product for commercial use.

Through March 31, 2025, the Company committed to noncancelable purchase obligations related to commercial drug substance and drug product manufacturing under the Commercial Manufacturing Agreement.

As of March 31, 2025 , the total remaining contractually binding commercial drug substance and drug product purchase obligations due to WuXi Biologics was $ 27.4 million, which is expected to be paid in 2025.

As of March 31, 2025, the total remaining purchase obligation, related to the contractually binding commercial drug substance and drug product batches, was included in accounts payable and accrued expenses, which is expected to be paid in 2025.

Through March 31, 2025, the Company committed to noncancelable purchase obligations related to the procurement of materials to be used in future drug substance and drug product manufacturing under the Commercial Manufacturing Agreement.

As of March 31, 2025 , the total remaining contractually binding purchase obligations due to WuXi Biologics was $ 6.3 million, which is expected to be paid in 2025.

As of March 31, 2025, the total remaining purchase obligation, related to the procurement of materials to be used in future drug substance and drug product manufacturing, was included in accounts payable and accrued expenses, which is expected to be paid in 2025.

Through June 30, 2025, the Company committed to noncancelable purchase obligations related to commercial drug substance and drug product manufacturing under the Commercial Manufacturing Agreement.

As of June 30, 2025 , the total remaining contractually binding commercial drug substance and drug product purchase obligations due to WuXi Biologics was $ 25.9 million, which was included in accounts payable and accrued expenses.

The remaining balance is expected to be paid in 2025.

Through June 30, 2025, the Company committed to noncancelable purchase obligations related to the procurement of materials to be used in future drug substance and drug product manufacturing under the Commercial Manufacturing Agreement.

As of June 30, 2025 , the total remaining contractually binding purchase obligations due to WuXi Biologics was $ 3.5 million, which was included in accounts payable and accrued expenses.

The remaining balance is expected to be paid in 2025.

Unless earlier terminated, the Commercial Manufacturing Agreement remains in effect for an initial period of five years from the date of the last amendment and restatement of the agreement and thereafter automatically renews for further successive periods of five years each.

Either party may terminate the agreement upon the breach or default by the other party, other than a non-payment breach, that is not timely cured after notice thereof.

Both parties are also entitled to terminate the Commercial Manufacturing Agreement if the other party becomes insolvent or is the subject of a petition in bankruptcy or of any other related proceeding or event.

Either party may

terminate either the Commercial Manufacturing Agreement in its entirety, or an individual order, (i) to the extent the other party suffers a force majeure event that is continuing for a predefined period of time and (ii) if the other party fails to make a payment when due under the arrangement and such non-payment is not timely cured after notice thereof.

Both parties are also entitled to terminate the Commercial Manufacturing Agreement if the

other party becomes insolvent or is the subject of a petition in bankruptcy or of any other related proceeding or event.

Either party may terminate either the Commercial Manufacturing Agreement in its entirety, or an individual order, (i) to the extent the other party suffers a force majeure event that is continuing for a predefined period of time and (ii) if the other party fails to make a payment when due under the arrangement and such non-payment is not timely cured after notice thereof.

Until regulatory approval and future economic benefit is probable, the Company will continue to expense costs related to batches manufactured under the Commercial Manufacturing Agreement.

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The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions.

The termination fees were not probable of payment as of March 31, 2025 and December 31, 2024.

The termination fees were not probable of payment as of June 30, 2025 and December 31, 2024.

Legal Proceedings

3 unchanged sentences

Legal fees and other costs associated with such proceedings are expensed as incurred.

As of March 31, 2025, the Company was not a party to any material legal proceedings.

As of June 30, 2025, the Company was not a party to any material legal proceedings.

Indemnification Agreements

3 unchanged sentences

The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Loan Agreement

On April 18, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as lender (the “Lender”).

The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $ 30 million (the “Term Facility”) consisting of (a) Term A Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn from and after August 15, 2025 through December 31, 2026 upon compliance with certain financial covenants and conditions, (b) Term B Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027, and (c) Term C Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027.

The proceeds of the Term Facility may be used for working capital and general business purposes.

As of June 30, 2025, the Company had not satisfied the net product revenue milestone required to be eligible to access proceeds from the Term Facility as of the earliest draw down date, August 15, 2025.

The loans under the Term Facility are due and payable on March 1, 2029 and bear interest that is payable monthly, commencing with the month in which any loans are funded under the Term Facility, in arrears at a per annum rate, subject to increase during an Event of Default (as defined in the Loan Agreement), equal to the greater of (x) the Wall Street Journal prime rate minus 0.25 %, subject to a 9.00 % cap, and (y) 6.00 %.

Commencing on April 1, 2027, which date may be extended to April 1, 2028 upon the achievement of certain net product revenue milestones (the “Interest-Only Period Extension”), the Company is required to repay the principal of the Term Facility in 24 consecutive equal monthly installments or, in the case of the Interest-Only Period Extension, 12 consecutive equal monthly installments.

At maturity, or if earlier prepaid, the Company will also be required to pay a final payment fee equal to 4.50 % of the aggregate principal amount of the loans advanced under the Term Facility.

The Loan Agreement provides for an unused term loan commitment fee equal to 1.00 % of the Term Facility upon the earliest to occur of (a) July 1, 2027, (b) the occurrence of an Event of Default under the Loan Agreement and (c) the termination of the Loan Agreement;

provided, that such fee will be waived by the Lender in the event that the Company has requested and the Lender has funded any loans under the Term Facility prior to such date.

Shares Reserved for Future Issuance

As of March 31, 2025 , the Company had reserved 37,552,075 shares of common stock for the exercise of outstanding stock options and the issuance of awards available for grant under the Company’s 2020 Equity Incentive Plan, 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (see Note 11).

As of June 30, 2025 , the Company had reserved 37,342,175 shares of common stock for the exercise of outstanding stock options and the issuance of awards available for grant under the Company’s 2020 Equity Incentive Plan, 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (see Note 11).

Shelf Registration Statement

In September 2022, the Company filed a shelf registration statement on Form S-3 with the SEC and an accompanying base prospectus, which was declared effective by the SEC on October 5, 2022, for the offer and sale of up to $ 400 million of the Company’s securities.

As of March 31, 2025 , $ 325 million of the Company’s securities remained available for offer and sale under this shelf registration statement.

As of June 30, 2025 , $ 325 million of the Company’s securities remained available for offer and sale under this shelf registration statement.

In December 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cant or Fitzgerald & Co., as sales agent (“Cantor”), pursuant to which the Company may, at its option, offer and sell shares of its common stock, with a sales value of up to $ 75.0 million, from time to time, through Cantor, acting as sales agent, in transactions deemed to be “at the market offerings”, as defined in Rule 415 under the Securities Act of 1933, as amended.

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In February 2024, the Company sold 9,000,000 shares of its common stock under the Sales Agreement at an average price of $ 4.50 per share for $ 39.3 million in net proceeds.

As of March 31, 2025 , $ 34.5 million remained available for sale under the Sales Agreement.

As of June 30, 2025 , $ 34.5 million remained available for sale under the Sales Agreement.

Stock-Based Compensation

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Certain awards of stock options permit the holders to exercise the option in whole or in part prior to the full vesting of the option in exchange for unvested shares of restricted common stock with respect to any unvested portion of the option so exercised.

As of March 31, 2025 , there were 1,036,823 shares authorized to be issued upon the exercise of outstanding stock option grants and no shares reserved for future issuance under the 2020 Plan.

As of June 30, 2025 , there were 808,615 shares authorized to be issued upon the exercise of outstanding stock option grants and no shares reserved for future issuance under the 2020 Plan.

2021 Equity Incentive Plan

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The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards.

The number of shares reserved for issuance under the 2021 Plan was equal to 35,075,122 , which is the sum of 11,413,572 new shares;

plus the number of shares (not to exceed 23,661,550 shares), which represents (i) the number of shares that remained available for issuance under the 2020 Plan, at the time the 2021 Plan became effective, and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the 2020 Plan that are forfeited, terminate, expire or are otherwise not issued.

The number of shares initially reserved for issuance under the 2021 Plan was equal to 35,075,122 , which was the sum of 11,413,572 new shares;

plus the number of shares (not to exceed 23,661,550 shares) , which represented (i) the number of shares that remained available for issuance under the 2020 Plan, at the time the 2021 Plan became effective, and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the 2020 Plan that are forfeited, terminate, expire or are otherwise not issued.

In December 2024, the 2021 Plan was amended by Amendment No.

1 to the 2021 Plan, which decreased the aggregate number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 8,000,000 shares.

In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year pursuant to the evergreen provision thereof , beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 5 % of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors.

In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan wil l automatically increase on the first day of each calendar year pursuant to the evergreen provision thereof , beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 5 % of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors.

On January 1, 2022, 5,539,145 shares of common stock were automatically added to the shares authorized for issuance under the 2021 Plan pursuant to the evergreen provision thereof .

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The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2021 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan.

As of March 31, 2025 , there were an aggregate of 36,796,593 shares authorized to be issued under the 2020 Plan and the 2021 Plan, which included 1,036,823 and 23,677,879 shares authorized to be issued upon the exercise of outstanding stock option and restricted stock unit grants from the 2020 Plan and 2021 Plan, respectively, and 0 and 12,081,891 shares reserved for future issuance under the 2020 Plan and 2021 Plan, respectively.

As of June 30, 2025 , there were an aggregate of 36,681,059 shares authorized to be issued under the 2020 Plan and the 2021 Plan, which included 808,615 and 22,106,919 shares authorized to be issued upon the exercise of outstanding stock option and restricted stock unit grants from the 2020 Plan and 2021 Plan, respectively, and 0 and 13,765,525 shares reserved for future issuance under the 2020 Plan and 2021 Plan, respectively.

Stock Option Valuation

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The risk-free interest rate is determined by reference to the U.S.

yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options granted:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended

Expected term (in years)

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Outstanding at December 31, 2024

Outstanding at March 31, 2025

Vested and expected to vest at March 31, 2025

Options exercisable at March 31, 2025

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2025 and 2024 was $ 0.93 and $ 2.53 , respectively, per share.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the common stock for the options that had exercise prices lower than the estimated fair value of the Company’s common stock at March 31, 2025 and 2024.

The total intrinsic value of stock options exercised was less than $ 0.1 million and $ 0 for the three months ended March 31, 2025 and 2024, respectively.

Outstanding at June 30, 2025

Vested and expected to vest at June 30, 2025

Options exercisable at June 30, 2025

The weighted-average grant date fair value of stock options granted during the three and six months ended June 30, 2025 was $ 0.43 and $ 0.90 , respectively, per share.

The weighted-average grant date fair value of stock options granted during the three and six months ended June 30, 2024 was $ 1.48 and $ 2.21 , respectively, per share.

The total intrinsic value of stock options exercised was less than $ 0.1 million for both the three and six months ended June 30, 2025 .

The total intrinsic value of stock options exercised was $ 0.2 million for both the three and six months ended June 30, 2024.

Restricted Stock Unit Activity

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Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense (service-based stock options, RSUs, and the Company ’s employee stock purchase plan) in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended

Research and development

Selling, general and administrative

As of March 31, 2025, total unrecognized stock-based compensation expense related to unvested stock options was $ 19.0 million, which is expected to be recognized over a weighted-average period of 2.5 years.

As of March 31, 2025 , the total unrecognized stock-based compensation expense related to unvested RSUs was $ 2.5 million, which is expected to be recognized over a weighted-average period of 1.38 years.

As of June 30, 2025 , total unrecognized stock-based compensation expense related to unvested stock options was $ 14.8 million, which is expected to be recognized over a weighted-average period of 2 .3 years.

As of June 30, 2025 , the total unrecognized stock-based compensation expense related to unvested RSUs was $ 2.1 million, which is expected to be recognized over a weighted-average period of 1.13 years.

2021 Employee Stock Purchase Plan

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A total of 1,342,773 shares of common stock were initially reserved for issuance under the 2021 ESPP.

There were 587,291 shares issued under the 2021 ESPP as of March 31, 2025 .

There were 681,657 shares issued under the 2021 ESPP as of June 30, 2025 .

The number of shares of common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, pursuant to the evergreen provision thereof, beginning on January 1, 2022 and continuing through January 1, 2031, by an amount equal to the lesser of (i) 1 % of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, (ii) 2,685,546 shares and (iii) an amount determined by the Company’s board of directors.

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The first offering under the 2021 ESPP was June 6, 2022.

As of March 31, 2025 , 755,482 shares remained available for issuance under the 2021 ESPP.

During both the three months ended March 31, 2025 and 2024 , the Company recognized less than $ 0.1 million in related stock-based compensation expense.

As of June 30, 2025 , 661,116 shares remained available for issuance under the 2021 ESPP.

During the three and six months ended June 30, 2025 and 2024 , the Company recognized less than $ 0.1 million in related stock-based compensation expense.

Warrant Expense

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The aggregate grant date fair value of the PHP Warrant was $ 17.4 million, which was recognized as warrant expense on the grant date in November 2022.

There were no warrants issued during the three months ended March 31, 2025 and 2024.

As of March 31, 2025 , there were 6,824,712 warrants outstanding and not yet vested at a weighted-average exercise price of $ 3.48 , with a weighted-average remaining contractual term of 7 .63 years.

For the three months ended March 31, 2025 and 2024 , the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each period, due to its uncertainty of realizing a benefit from those items.

There were no warrants issued during the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025 , there were 6,824,712 warrants outstanding and not yet vested at a weighted-average exercise price of $ 3.48 , with a weighted-average remaining contractual term of 7.38 years.

For the three and six months ended June 30, 2025 and 2024 , the Company recorded no income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each period, due to its uncertainty of realizing a benefit from those items.

Substantially all of the Company’s operating losses since inception have been generated in the U.S.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes.

The Company is currently evaluating the impact of the legislation and the potential effects on the Company's financial position, results of operations, and cash flows.

Defined Contribution Plan

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Pursuant to the terms of the 401(k) Plan, the Company is required to make non-elective contributions of 3 % of eligible participants’ compensation.

For both the three months ended March 31, 2025 and 2024, the Company contributed $ 0.2 million to the 401(k) Plan.

For the three and six months ended June 30, 2025, the Company contributed $ 0.2 million and $ 0.4 million, respectively, to the 401(k) Plan.

For the three and six months ended June 30, 2024 , the Company contributed $ 0.1 million and $ 0.3 million, respectively, to the 401(k) Plan.

Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders

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Net loss per share attributable to common stockholders, basic and diluted

Shares of unvested restricted common stock are not considered outstanding for accounting purposes until vested and were excluded from the calculations of basic net loss per share attributable to common stockholders for the three months ended March 31, 2025.

There were no shares of unvested restricted common stock for the three months ended March 31, 2024.

There were no shares of unvested restricted common stock for the three and six months ended June 30, 2024.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

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The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated, because including them would have had an anti-dilutive effect:

For the Three Months

Ended March 31,

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

For the Six Months

Ended June 30,

Stock options to purchase common stock

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Related-Party Transactions

As of March 31, 2025 and December 31, 2024 , an aggregate of $ 0.5 million and $ 1.3 million, respectively, was due to Adimab under the Adimab Assignment Agreement, the Adimab Collaboration Agreement, the Adimab Platform Transfer Agreement and the Adimab DNA Sequencing Services Agreement (as defined below) by the Company and was included in accrued expenses.

As of March 31, 2025 and December 31, 2024 , no amounts were due to the Company from Adimab under the Adimab Assignment Agreement, the Adimab Collaboration Agreement, the Adimab Platform Transfer Agreement or the Adimab DNA Sequencing Services Agreement.

As of June 30, 2025 and December 31, 2024, an aggregate of $ 0.5 million and $ 1.3 million, respectively, was due to Adimab under the Adimab Assignment Agreement, the Adimab Collaboration Agreement, the Adimab Platform Transfer Agreement and the Adimab DNA Sequencing Services Agreement (as defined below) by the Company and was included in accrued expenses.

As of June 30, 2025 and December 31, 2024 , no amounts were due to the Company from Adimab under the Adimab Assignment Agreement, the Adimab Collaboration Agreement, the Adimab Platform Transfer Agreement or the Adimab DNA Sequencing Services Agreement.

Adimab Assignment Agreement

Under the Adimab Assignment Agreement, Adimab, a principal stockholder of the Company, is entitled to receive milestone and royalty payments upon specified conditions and receives payments from the Company for providing ongoing services under the agreement (see Note 7).

During both the three months ended March 31, 2025 and 2024, the Company did no t recognize any IPR&D expense with respect to contingent consideration payable under the Adimab Assignment Agreement.

During both the three months ended March 31, 2025 and 2024 , the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company ’s behalf under the Adimab Assignment Agreement.

During the three months ended March 31, 2025, the Company expensed $ 0.5 million of royalties as costs of product revenue, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

During the three months ended March 31, 2024 , the Company did no t recognize any costs of product revenue with respect to royalties under the Adimab Assignment Agreement.

During the three and six months ended June 30, 2025 and 2024, the Company did no t recognize any IPR&D expense with respect to contingent consideration payable under the Adimab Assignment Agreement.

During the three and six months ended June 30, 2025, the Company expensed $ 0.4 million and $ 0.9 million, respectively, of royalties as costs of product revenue, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

During both the three and six months ended June 30, 2024 , the Company did no t recognize any costs of product revenue with respect to royalties under the Adimab Assignment Agreement.

Adimab Collaboration Agreement

Under the Adimab Collaboration Agreement, the Company is obligated to pay Adimab for certain fees, milestones and royalty payments (see Note 7).

During both the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee under the Adimab Collaboration Agreement.

During both the three months ended March 31, 2025 and 2024 , the Company did no t recognize any research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab Collaboration Agreement.

During both the three months ended June 30, 2025 and 2024 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee under the Adimab Collaboration Agreement.

During both the six months ended June 30, 2025 and

2024 , the Company recognized $ 1.2 million of research and development expense related to the quarterly fee under the Adimab Collaboration Agreement.

Adimab Platform Transfer Agreement

Under the Adimab Platform Transfer Agreement, the Company is obligated to pay Adimab for certain fees, milestones and royalty payments (see Note 7), including an annual fee of single digit millions on each of the first four anniversaries of the Adimab Platform Transfer Agreement Effective Date.

During both the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.5 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

During both the three months ended June 30, 2025 and 2024 ,the Company recognized $ 0.5 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

Adimab DNA Sequencing Services Agreement

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In exchange for the services performed, the Company will pay Adimab a fee for each yeast-derived DNA template sample present in the well within the sequencer plate.

During both the three months ended March 31, 2025 and 2024, the Company recognized less than $ 0.1 million of research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab DNA Sequencing Services Agreement.

During the three and six months ended June 30, 2025 and 2024, the Company recognized less than $ 0.1 million of research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab DNA Sequencing Services Agreement.

Segment Reporting

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The following table presents information about reported segment revenues, and significant segment expenses as provided to the CODM.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue, net

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(2) Includes commercial, general and administrative personnel related costs (excluding stock-based compensation), professional and consulting fees and other costs.

(3) Includes interest income of $ 628 and $ 2,599 for the three months ended March 31, 2025 and 2024 , respectively.

Subsequent Events

On April 18, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a division of First Citizens Bank & Trust Company, as lender (the “Lender” ).

The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $ 30 million (the “Term Facility”) consisting of (a) Term A Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn from and after August 15, 2025 through December 31, 2026 upon compliance with certain financial covenants and conditions, (b) Term B Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027 , and (c) Term C Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027 .

The proceeds of the Term Facility may be used for working capital and general business purposes.

Commencing on April 1, 2027 , which date may be extended to April 1, 2028 upon the achievement of certain net product revenue milestones (the “Interest-Only Period Extension”), the Company is required to repay the principal of the Term Facility in 24 consecutive equal monthly installments or, in the case of the Interest-Only Period Extension, 12 consecutive equal monthly installments.

At maturity, or if earlier prepaid, the Company will also be required to pay a final payment fee equal to 4.50 % of the aggregate principal amount of the loans advanced under the Term Facility.

provided, that such fee will be waived by the Lender in the event that the Company has requested and the Lender has funded any loans under the Term Facility prior to such date.

(3) Includes interest income of $ 405 and $ 2,163 for the three months ended June 30, 2025 and 2024 , respectively and interest income of $ 1,033 and $ 4,762 for the six months ended June 30, 2025 and 2024 , respectively.

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

What changed 10-Q

Item 1. Financial Statements