What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-06 · 226 added, 280 removed, 460 unchanged (52% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

Current assets:

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Other non-current assets

Liabilities, Preferred Stock and Stockholders’ Equity

Liabilities and Stockholders’ Equity

Current liabilities:

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Accrued expenses (3)

Operating lease liabilities

Operating lease liabilities, current

Other current liability

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10,000,000 shares

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

authorized and no shares issued and outstanding at March 31, 2026

and December 31, 2025

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1,000,000,000 shares authorized,

214,409,450 shares issued and outstanding at September 30, 2025;

282,803,863 shares issued and outstanding at March 31, 2026;

281,987,033 shares issued and outstanding at December 31, 2025

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Total stockholders’ equity

Total liabilities, preferred stock and stockholders’ equity

(1) Includes related-party amounts of $ 716 and $ 1,274 as of September 30, 2025 and December 31, 2024 , respectively (see Note 15).

Total liabilities and stockholders’ equity

(1) Includes an allowance for doubtful accounts of $ 274 and $ 323 as of March 31, 2026 and December 31, 2025 , respectively.

(2) Includes related-party amounts of $ 625 and $ 0 as of March 31, 2026 and December 31, 2025, respectively (see Note 15).

(3) Includes related-party amounts of $ 551 and $ 703 as of March 31, 2026 and December 31, 2025 , 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 September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Product revenue, net

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Other comprehensive income (loss)

Unrealized (loss), net of tax

Unrealized gain (loss), net of tax

Comprehensive loss

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Weighted-average common shares outstanding, basic and diluted

(1) Includes related-party amounts o f $ 525 and $ 1,449 for the three and nine months ended September 30, 2025 , respectively, and related-party amounts of $ 463 for both the three and nine months ended September 30, 2024 (see Note 15) .

(2) Includes related-party amounts of $ 1,158 and $ 3,426 for the three and nine months ended September 30, 2025 , respectively, and $ 1,133 and $ 3,399 for the three and nine months ended September 30, 2024, respectively (see Note 15).

(1) Includes related-party amounts o f $ 550 and $ 452 for the three months ended March 31, 2026 and 2025, respectively (see Note 15) .

(2) Includes related-party amounts of $ 1,127 and $ 1,128 for the three months ended March 31, 2026 and 2025, respectively (see Note 15).

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

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Exercise of stock options

Issuance of common stock under the

employee stock purchase plan

Unrealized loss, net of tax

Issuance of common stock upon restricted stock units vesting

Issuance of common stock under the employee stock purchase plan

Unrealized gain, net of tax

Balances at March 31, 2026

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

Stock-based compensation expense

Issuance of common stock upon

restricted stock units vesting

Common stock issued in connection with

at-the-market offering, net

Pre-funded warrants issued in connection

with public offering, net

Common stock issued in connection with

public offering, net

Issuance of common stock under the

employee stock purchase plan

Unrealized loss, net of tax

Balances at September 30, 2025

Treasury Stock

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Stock-based compensation expense

Issuance of common stock, net of

issuance costs

Issuance of common stock under the

employee stock purchase plan

Unrealized gain on available-for-sale

securities, net of tax

Balances at March 31, 2024

Stock-based compensation expense

Exercise of stock options

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employee stock purchase plan

Balances at June 30, 2024

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 September 30, 2024

Balances at March 31, 2025

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

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(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

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Other current liabilities

Other non-current liabilities

Net cash used in operating activities

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Proceeds from issuance of common stock under the employee stock purchase plan

Proceeds from at-the-market offering, net of commissions

Proceeds from underwritten public offering, net of underwriting discounts and commissions

Payments for at-the-market offering costs

Payments for underwritten public offering costs

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Deferred offering costs in accrued expenses

Deferred offering costs in accounts payable

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

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Invivyd, Inc.

(the “Company”) is a biopharmaceutical company devoted to delivering protection from serious viral infectious diseases, beginning with SARS-CoV-2.

PEMGARDA® (pemivibart) is the Company’s first monoclonal antibody (“mAb”) to receive regulatory authorization and was designed to keep pace with SARS-CoV-2 viral evolution.

(the “Company”) is a biopharmaceutical company focused on the discovery, development and commercialization of monoclonal antibody (“mAb”) therapies for the prevention and treatment of serious viral infectious diseases, beginning with SARS-CoV-2, the virus that causes COVID-19, and expanding into other high-need indications, such as respiratory syncytial virus (“RSV”) and measles.

On March 22, 2024, the Company received emergency use authorization (“EUA”) from the U.S.

Food and Drug Administration (“FDA”) for PEMGARDA® injection, for intravenous use, a half-life extended investigational mAb, for the pre-exposure prophylaxis (prevention) of COVID-19 in adults and adolescents (12 years of age and older weighing at least 40 kg) who have moderate-to-severe immune compromise due to certain medical conditions or receipt of certain immunosuppressive medications or treatments and are unlikely to mount an adequate immune response to COVID-19 vaccination.

Recipients should not be currently infected with or have had a known recent exposure to an individual infected with SARS-CoV-2.

In January 2024, the Company nominated VYD2311, a next generation mAb candidate for COVID-19, as a drug candidate, and in September 2024, the Company announced dosing of the first participants in a Phase 1/2 clinical trial of VYD2311.

In January 2024, the Company nominated VYD2311, a next generation mAb candidate for COVID-19, as a drug candidate.

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

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 ( “ IM”) 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 Type C meeting feedback, the FDA advised that a single, randomized, placebo-controlled trial evaluating mAb efficacy in prevention 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.

In October 2025, the Company announced that the FDA cleared the Company’s Investigational New Drug (“IND”) application for VYD2311 and provided feedback to advance the Company’s REVOLUTION clinical program, Invivyd’s development program for VYD2311.

The REVOLUTION clinical program will include two clinical trials, DECLARATION and LIBERTY.

The DECLARATION clinical trial is the Company’s BLA-enabling, Phase 3 randomized, triple-blind, placebo-controlled pivotal clinical trial to evaluate the efficacy and safety of VYD2311 for the prevention of symptomatic COVID at three months, with either a single dose or monthly doses of VYD2311, each administered via IM injection, compared to placebo.

The LIBERTY clinical trial is designed as a Phase 3, randomized, pooled-vaccine, double-blind clinical trial to evaluate head-to-head safety and tolerability and co-administration interaction of VYD2311 with approved mRNA-based COVID vaccines in adults, subject to final alignment with the FDA.

The DECLARATION and LIBERTY clinical trials are expected to begin around year-end 2025, with top-line data anticipated mid-2026.

Additional studies in the REVOLUTION clinical program may be contemplated for conduct post-approval of VYD2311, if a BLA is granted by the FDA, to further elaborate the profile of antibody prevention of COVID.

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 REVOLUTION clinical program includes three clinical trials, DECLARATION, LIBERTY, and DRUMMER.

In December 2025, the Company initiated DECLARATION, which is a Phase 3 randomized, triple-blind, placebo-controlled clinical trial to evaluate VYD2311 safety and efficacy in prevention of symptomatic, RT-PCR-confirmed COVID-19 at three months, with either a single dose or monthly doses of VYD2311, each administered via intramuscular injection, compared to placebo.

DECLARATION is designed to support potential Biologics License Application (“BLA”) submission, with top-line data anticipated in the third quarter of 2026.

In February 2026, the Company announced alignment with the FDA on LIBERTY, which is designed as a Phase 3, randomized, double-blind clinical trial to evaluate the safety, serum virus neutralizing antibody responses, and pharmacokinetics of (1) VYD2311, (2) an mRNA COVID vaccine, and (3) co-administered VYD2311 with an mRNA COVID vaccine.

Additionally, the Company has agreed with the FDA on an initial Pediatric Study Plan for an efficient safety and immunobridging clinical trial to support potential BLA for VYD2311 in children aged 0-11 years.

This DRUMMER pediatric clinical trial will be actioned only if the pivotal DECLARATION clinical trial is successful.

The FDA has granted “Fast Track” designation for VYD2311 for the prevention of COVID-19 in individuals with underlying risk factors for progression to severe disease.

Fast Track designation is a process designed to facilitate the development and expedite the regulatory review of drugs to treat serious conditions and fill an unmet medical need, including eligibility for priority review and rolling review of BLA submissions, if specified criteria are met.

In addition to the Company’s COVID-19 programs, in November 2025, the Company announced the selection of VBY329, a potential best-in-class mAb candidate being developed for the prevention of RSV infections in neonates, infants and children.

The Company expects to advance VBY329 toward IND readiness in the second half of 2026.

Also, in April 2026, the Company announced the discovery and advancement of VMS063, a novel, highly potent, half-life-extended, high resistance barrier measles mAb candidate.

The Company has begun IND-enablement and regulatory outreach to support rapid VMS063 development, with the goal of expedited development with target IND readiness in late 2026.

Through the Company’s proprietary technology platform, the Company continues to investigate additional mAbs for protection and treatment of other important infectious diseases.

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

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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”).

The Company is focused on antibody discovery and use of Adimab’s platform technology while building its own internal capabilities.

In addition, the Company performs research and development activities internally and engages third parties, including Adimab, to perform ongoing research and development and other services on its behalf.

products, protection of proprietary intellectual property, compliance with government regulations, dependence on key personnel, the ability to attract and retain qualified employees, and reliance on third-party organizations for the discovery, manufacturing, clinical and commercial success of its product candidates.

To date, the Company has received regulatory authorization for only one product candidate, PEMGARDA, which has not been approved, but has been authorized for emergency use by the FDA under an EUA, for pre-exposure prophylaxis of COVID-19 in certain adults and adolescent individuals (12 years of age and older weighing at least 40 kg).

Beyond pemivibart and VYD2311, all of the Company’s other product candidates, other than adintrevimab, are currently in research development.

The Company has initiated discovery efforts to assess pipeline expansion beyond SARS-CoV-2, including potential targets such as respiratory syncytial virus and measles.

The Company’s additional product candidates will require significant additional research and development efforts, including extensive clinical testing, and regulatory authorization or approval prior to potential commercialization.

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.

The Company is subject to a number of risks and uncertainties common to companies in the biopharmaceutical industry, including, but not limited to, completing clinical trials, the ability to raise additional capital to fund operations, obtaining regulatory authorization or approval for product candidates, risks associated with market acceptance and commercialization of products, competition from other products, protection of proprietary intellectual property, compliance with government regulations, dependence on key personnel, the ability to attract and retain qualified employees, and reliance on third-party organizations for the discovery, manufacturing, clinical and commercial success of its product candidates.

Substantial Doubt about Ability to Continue as a Going Concern

The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business.

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

The Company has primarily funded its operations with proceeds from sales of convertible preferred stock, proceeds from the Company’s initial public offering

(“IPO”), net proceeds received from shares of common stock sold under the Sales Agreement (as defined below) and net proceeds received from shares of common stock and pre-funded warrants sold under the Underwriting Agreements (as defined below).

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 $ 41.4 million for the nine months ended September 30, 2025.

As of September 30, 2025, the Company had an accumulated deficit of $ 943.4 million.

The Company has incurred recurring losses and negative cash flows from operations since its inception, including a net loss of $ 41.4 million for the three months ended March 31, 2026.

As of March 31, 2026, the Company had an accumulated deficit of $ 995.9 million.

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

Based on current operating plans and excluding any contribution from future revenues or future external financing, the Company will not have sufficient cash and cash equivalents to fund its operating expenses and capital requirements beyond one year from the issuance of these condensed consolidated financial statements, and therefore, the Company has concluded that there is substantial doubt about its ability to continue as a going concern.

Based on current operating plans and excluding future external financing, the Company will not have sufficient cash and cash equivalents to fund its operating expenses and capital requirements beyond one year from the issuance of these condensed consolidated financial statements, and therefore, the Company has concluded that there is substantial doubt about its ability to continue as a going concern.

The Company will require additional funding through a combination of contribution from revenues, equity offerings, government or private-party grants, debt financings or other capital sources, such as collaborations with other companies, strategic alliances or licensing arrangements to finance its future operations.

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The accompanying condensed consolidated financial statements include the accounts of Invivyd, Inc.

and its wholly owned subsidiaries, Invivyd Security Corporation, Invivyd Switzerland GmbH, and Invivyd Netherlands B.V.

and its wholly owned subsidiaries, Invivyd Security Corporation and Invivyd Netherlands B.V.

All intercompany accounts and transactions have been eliminated in consolidation.

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Unaudited Interim Financial Information

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

The accompanying unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 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 March 31, 2026, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025 and the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2026 and 2025 are unaudited.

The accompanying unaudited condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 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, 2025, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 5, 2026 (the “2025 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 September 30, 2025 and December 31, 2024, the condensed consolidated results of operations for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024, and changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 have been made.

The Company’s condensed consolidated results of operations for the three and nine months ended September 30, 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 March 31, 2026 and December 31, 2025, the condensed consolidated results of operations for the three months ended March 31, 2026 and 2025, the condensed consolidated cash flows for the three months ended March 31, 2026 and 2025, and changes in stockholders’ equity for the three months ended March 31, 2026 and 2025 have been made.

The Company’s condensed consolidated results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026 .

Summary of Significant Accounting Policies

As of September 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.

As of March 31, 2026, the Company’s significant accounting policies and estimates, which are detailed in the Company’s 2025 Form 10-K, have not materially changed.

Use of Estimates

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If actual market conditions are less favorable than those projected by management or in the event of an adverse FDA action, inventory write-downs may be required.

Pre-funded Warrants

The Company accounts for pre-funded warrants as equity-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance included in Distinguishing Liabilities from Equity (“ASC 480”) and Derivatives and Hedging (“ASC 815”).

The assessment considers whether the pre-funded warrants are freestanding financial instruments pursuant to ASC 480, whether the pre-funded warrants meet the definition of a liability pursuant to ASC 480, and whether the pre-funded warrants meet all of the requirements for equity classification under ASC 815.

The Company’s pre-funded warrants meet all of the criteria for equity classification and are recorded as a component of additional paid-in capital at the time of issuance, and are not remeasured.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash, cash equivalents and accounts receivable.

As of March 31, 2026, the Company invested its excess cash in money market funds that are subject to minimal credit and market risks.

The Company maintains its existing cash and cash equivalents at two accredited financial institutions.

From time to time, these deposits may exceed federally insured limits.

The Company has not experienced any losses historically in these accounts.

Accordingly, the Company does not believe it is exposed to unusual credit risk related to its existing cash and cash equivalents beyond the normal credit risk associated with commercial banking relationships.

There have been no material changes in customer concentration of accounts receivable from those detailed in the Company’s 2025 Form 10-K.

As of March 31, 2026 , the Company recorded an allowance for doubtful accounts of $ 0.3 million related to one direct customer.

Recently Issued Accounting Pronouncements

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of its IPO.

However, if certain events occur prior to the end of such five-year period, including if it becomes a “large accelerated filer,” its annual gross revenues exceeds $ 1.235 billion or it issues more than $ 1.0 billion of non-convertible debt in the previous three-year period, it will cease to be an emerging growth company prior to the end of such five-year period.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and will remain an emerging growth company until December 31, 2026.

For so long as the Company remains an emerging growth company, it is permitted and intends to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.

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This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 modifies the rules on income tax disclosures to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid.

The amendments are intended to address investors’ requests for income tax disclosures that provide more information to help them better understand an entity’s exposure to potential changes in tax laws and the ensuing risks and opportunities and to assess income tax information that affects cash flow forecasts and capital allocation decisions.

The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities.

The guidance is effective for the Company for the annual period beginning after

December 15, 2024.

All entities should apply the guidance prospectively but have the option to apply it retrospectively.

The Company is currently evaluating the potential impacts of ASU 2023-09 on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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Fair Value Measurements at

September 30, 2025:

March 31, 2026:

Cash equivalents:

Money market funds

Treasury securities

Fair Value Measurements at

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Money market funds

Treasury securities

The money market funds and U.S.

Treasury securities traded in active markets were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.

Treasury securities that were not the most recently issued securities were valued using observable inputs, such as quoted prices for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

There were no changes to the valuation methods during the three and nine months ended September 30, 2025.

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, 2026.

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 and nine months ended September 30, 2025 .

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, 2026 .

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

September 30,

Work in process

Finished goods

As of September 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.

As of March 31, 2026, $ 0.3 million of finished goods inventory was classified as a current asset and included within prepaid expenses and other current assets in the condensed consolidated balance sheet.

Please refer to Note 5 for additional information.

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Prepaid expenses and other current assets consisted of the following (in thousands):

September 30,

Prepaid external research, development and manufacturing costs

Prepaid corporate communication costs

Prepaid insurance

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Accrued expenses consisted of the following (in thousands):

September 30,

Accrued external research, development and manufacturing costs

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Accrued employee compensation

Accrued inventory

License and Collaboration Agreements

Adimab Assignment Agreement

In July 2020, the Company entered into an Assignment and License Agreement with Adimab (the “Adimab Assignment Agreement”).

In July 2020, the Company entered into an Assignment and License Agreement (the “Adimab Assignment Agreement”) with Adimab, LLC (“Adimab”).

Under the terms of the agreement, Adimab assigned to the Company all rights, title and interest in and to certain of its coronavirus-specific antibodies (each, a “CoV Antibody” and together, the “CoV Antibodies”), including modified or derivative forms thereof, and related intellectual property.

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Otherwise, the Company is solely responsible for the development, manufacture and commercialization of the CoV Antibodies and associated Products at its own cost and expense.

obtaining and maintaining all marketing approvals for Products in the Field, at its sole expense.

The Company is solely responsible for preparing and submitting all IND applications, new drug applications, biologics license applications and other regulatory filings for the CoV Antibodies and Products in the Field, and for obtaining and maintaining all marketing approvals for Products in the Field, at its sole expense.

Additionally, the Company has the sole right to prosecute, maintain, enforce and defend patents covering the CoV Antibodies and Products, all at its own expense.

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 and nine months ended September 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.

During both the three months ended March 31, 2026 and 2025 , 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 September 30, 2025;

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

In March 2023, the Company achieved the first specified milestone for the second product candidate under the Adimab Assignment Agreement upon dosing of the first subject in a Phase 1 clinical trial evaluating pemivibart, which obligated the Company to make a $ 0.4 million milestone payment to Adimab, which was paid in May 2023.

In September 2023, the Company achieved specified milestones for the second product candidate under the Adimab Assignment Agreement upon dosing of the first subject in a pivotal clinical trial evaluating pemivibart, which obligated the Company to make a $ 3.2 million milestone payment to Adimab, which was paid in October 2023.

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 September 30, 2025.

During the three and nine months ended September 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.

Except 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 September 30, 2025.

GAAP and therefore, no expense was recognized as of March 31, 2026.

During both the three months ended March 31, 2026 and 2025, 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.

Except 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, 2026.

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 and nine months ended September 30, 2025, the Company expensed $ 0.5 million and $ 1.4 million , respectively, of royalties, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

During both the three and nine months ended September 30, 2024, the Company expensed $ 0.5 million of royalties , while reserving all rights under the Adimab Assignment Agreement and the applicable law.

the three months ended March 31, 2026 and 2025, the Company expensed $ 0.6 million and $ 0.5 million of royalties , respectively, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

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 September 30, 2025 and 2024 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee.

During both the nine months ended September 30, 2025 and 2024 , the Company recognized $ 1.8 million of research and development expense related to the quarterly fee.

During both the three months ended March 31, 2026 and 2025 , the Company recognized $ 0.6 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 the three and nine months ended September 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 nine months ended September 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.

During both the three months ended March 31, 2026 and 2025, 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, 2026 and 2025, 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.

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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 September 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.

GAAP and therefore, no expense was recognized as of March 31, 2026.

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.

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 any patent claiming composition of matter or method of making or using any antibody identified or optimized under the Adimab Collaboration Agreement in such country.

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

Through March 31, 2026, 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.

The Company may terminate the Adimab Collaboration

Agreement at any time upon advance written notice to Adimab.

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

In addition, subject to certain conditions, either party may terminate the Adimab Collaboration Agreement in the event of a material breach by the other party that is not cured within specified periods.

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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 September 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 nine months ended September 30, 2025 and 2024 , the Company recognized $ 1.5 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

During both the three months ended March 31, 2026 and 2025, the Company recognized $ 0.5 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 September 30, 2025.

GAAP and therefore, no expense was recognized as of March 31, 2026.

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.

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

Through March 31, 2026, 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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WuXi Biologics Cell Line License Agreement

In December 2020, as amended in February 2023 and March 2024, the Company entered into a Cell Line License Agreement with WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”) (the “Cell Line License Agreement”), under which WuXi Biologics granted to the Company a non-exclusive, non-transferable, worldwide, royalty-bearing, sublicensable license to certain of its intellectual property, including certain patent rights associated with a proprietary cell line developed by WuXi Biologics for the exploitation of certain recombinant antibodies developed using such proprietary cell line (each, a “Licensed Product”).

In December 2020, as amended in February 2023, March 2024 and March 2026, the Company entered into a Cell Line License Agreement with WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”) (the “Cell Line License Agreement”), under which WuXi Biologics granted to the Company a non-exclusive, non-transferable, worldwide, royalty-bearing, sublicensable license to certain of its intellectual property, including certain patent rights associated with a proprietary cell line developed by WuXi Biologics for the exploitation of certain recombinant antibodies developed using such proprietary cell line (each, a “Licensed Product”).

Each Licensed Product generated under the arrangement will be produced from a transformed or transfected version of the proprietary cell line derived by WuXi Biologics (each of such transformed or transfected cell lines, a “Licensed Cell Line”).

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However, if the Company uses WuXi Biologics to manufacture all of its commercial supplies for Licensed Products, no royalties would be owed by the Company to WuXi Biologics for net sales of Licensed Products.

The Company has an option to buy out its royalty obligations on a Licensed Cell Line-by-Licensed Cell Line basis by making a one-time payment in the low eight-figures to WuXi Biologics.

The Company has an option to buy out its royalty obligations on a Licensed Cell Line-by-Licensed Cell Line basis with respect to certain Licensed Products by making a one-time payment in the low eight-figures to WuXi Biologics and with respect to certain other Licensed Products by making a one-time payment in the middle-seven figures to WuXi Biologics.

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

The royalty obligation shall be waived to the extent the royalty obligation is derived or arising from a Licensed Product sold in the U.S.

if the Company’s ability to have such Licensed Product manufactured by WuXi Biologics becomes materially restricted due to certain government actions, with such waiver continuing for so long as such government action continues.

Through March 31, 2026 , 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 the three and nine months ended September 30, 2025 and 2024 .

The Company did no t recognize any IPR&D expense under the Cell Line License Agreement during the three months ended March 31, 2026 and 2025 .

Population Health Partners, L.P.

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The PHP MSA renewed for subsequent periods, until terminated in accordance with its terms.

The PHP MSA was terminated effective in July 2024.

The PHP MSA was terminated effective July 2024.

On the PHP Effective Date, the Company and PHP entered into the first work order under the PHP MSA (the “PHP Work Order”), pursuant to which PHP agreed to advise and counsel the Company regarding clinical development and regulatory matters with respect to the Company’s product candidates.

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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 the three and nine months ended September 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.

During both the three months ended March 31, 2026 and 2025 , 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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For purposes of the PHP Warrant, the term “Market Capitalization” means, with respect to a particular trading day, the total value of the outstanding shares of the Company’s common stock on such date, calculated by multiplying the Company’s volume weighted-average price for the ten (10) trading days immediately preceding such date by the Company’s total number of outstanding shares of the Company’s common stock as reflected in (i) the Company’s most recent periodic or annual report filed with the SEC (e.g., Annual Report on Form 10-K or Quarterly Report on Form 10-Q), as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of the Company's common stock outstanding.

As of March 31, 2026, no portion of the PHP Warrant had vested.

The PHP Warrant is exercisable for ten years from the PHP Effective Date with respect to the vested portion(s) of the PHP Warrant.

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Operating Lease Commitments

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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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.

In February 2026, the Company further amended the Newton, MA Lease to add additional dedicated laboratory space, which commenced on March 1, 2026 .

The amendment provides for incremental annual base rent of $ 0.3 million for the remainder of the lease term, through December 2027.

In May 2025, the Company entered into a short-term lease agreement for approximately 13,600 square feet of office space in New Haven, Connecticut, with an original term of 12 months.

The Company has elected the short-term lease recognition exemption under ASC Topic 842 – Leases and therefore has not recognized a right-of-use asset or lease liability on the balance sheet.

For the three months ended March 31, 2026 , base rent charges of less than $ 0.1 million were incurred.

There were no related expenses incurred for the three months ended March 31, 2025.

In January 2026, the Company entered into an agreement to lease approximately 33,000 square feet of office space in New Haven, Connecticut (the “New Haven Lease”).

The New Haven Lease commenced in March 2026 and has an initial term of one hundred twenty-nine months.

The Company ’ s obligation for the payment of rent for the premises begins six months after the lease commencement date and total future minimum lease payments are expected to be $ 10.9 million.

The lease includes a tenant improvement allowance of approximately $ 1.0 million.

Under the terms of the New Haven Lease, the Company made a security deposit of $ 1.0 million in the form of a letter of credit, which will be reduced by 50 % in September 2027, following the first twelve months of rent payments.

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

For the Three Months

Ended September 30,

Ended March 31,

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

For The Nine Months

Ended September 30,

Ended March 31,

Operating lease cost

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Operating cash flows related to operating leases

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

Future minimum lease payments under the noncancelable leases as of March 31, 2026 was as follows (in thousands):

Year Ending December 31,

Operating Lease

2025 (excluding the nine months ended September 30, 2025)

2026 (excluding the three months ended March 31, 2026)

Total lease payments

tenant improvement allowance reimbursements yet to be received

Present value adjustment

Present value of operating lease liability

As of September 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 2.3 years.

As of September 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 1.1 years.

As of March 31, 2026 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 7.7 % over a weighted-average remaining lease term of 7.9 years.

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.

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

$ 1.1 million is classified under “ operating lease liabilities, current” for the portion due within twelve months, and $ 1.6 million is classified under “operating lease liabilities, non-current”.

As of March 31, 2026, $ 1.6 million is classified under “operating lease liabilities, current” for the portion due within twelve months, and $ 7.0 million is classified under “operating lease liabilities, non-current”.

License Agreements

The Company has entered into license agreements with Adimab and WuXi Biologics (see Note 7).

Manufacturing Agreements

In December 2020, the Company entered into a Commercial Manufacturing Services Agreement with WuXi Biologics, which was amended and restated in August 2021 and further amended and restated in September 2023 (as amended and restated, the “Commercial Manufacturing Agreement”).

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

Through September 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 September 30, 2025 , the total remaining contractually binding commercial drug substance and drug product purchase obligations due to WuXi Biologics was $ 25.6 million, which was included in accounts payable and accrued expenses.

The remaining balance is expected to be paid in 2025.

Through September 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 September 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.

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.

Other Contracts

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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 September 30, 2025 and December 31, 2024.

The termination fees were not probable of payment as of March 31, 2026 and December 31, 2025.

Legal Proceedings

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

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

As of March 31, 2026, the Company was not a party to any material legal proceedings.

Indemnification Agreements

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

As of September 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 March 31, 2026, the Company had not satisfied certain financial covenants and conditions, including the net product revenue milestone required to be eligible to access proceeds from the Term Facility.

Accordingly, as of March 31, 2026, no amounts have been drawn down under the Loan Agreement.

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.

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 will be 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.

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Shares Reserved for Future Issuance

As of September 30, 2025 , the Company had reserved 36,387,016 shares of common stock for the exercise of outstanding stock options , the vesting of outstanding restricted stock units (“RSUs”) 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 March 31, 2026 , the Company had reserved 60,089,902 shares of common stock for the exercise of outstanding stock options , the vesting of outstanding restricted stock units (“RSUs”) and the issuance of awards available for grant under the Company’s 2020 Equity Incentive Plan, 2021 Equity Incentive Plan, 2021 Employee Stock Purchase Plan and 2026 Inducement Plan (see Note 11).

Shelf Registration Statements

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 (the “2022 Shelf Registration Statement”).

As of September 30, 2025 , $ 267.5 million of the Company’s securities remained available for offer and sale under the 2022 Shelf Registration Statement.

In October 2025, the Company filed a new shelf registration statement on Form S-3 with the SEC and an accompanying base prospectus for the offer and sale of up to $ 350 million of the Company’s securities (the “2025 Shelf Registration Statement”).

As of the date of this Quarterly Report on Form 10-Q, the 2025 Shelf Registration Statement has not yet been declared effective by the SEC.

However, the Company is permitted to continue to offer and sell, subject to applicable SEC requirements, unsold securities remaining on the 2022 Shelf Registration Statement until the 2025 Shelf Registration Statement has been declared effective (or April 3, 2026, if sooner).

The 2022 Shelf Registration Statement expired upon the effectiveness of the 2025 Shelf Registration Statement (as defined below).

In October 2025, the Company filed a new shelf registration statement on Form S-3 with the SEC and an accompanying base prospectus, which was declared effective by the SEC on December 23, 2025, for the offer and sale of up to $ 350 million of the Company’s securities (the “2025 Shelf Registration Statement”).

As of March 31, 2026, excluding the $ 75 million allocated to the 2025

ATM Prospectus Supplement (as defined below ), $ 275 million of the Company’s securities remained available for offer and sale under the 2025 Shelf Registration Statement.

August 2025 Underwritten Public Offering

In August 2025, the Company completed an underwritten public offering pursuant to an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co.

In August 2025, the Company completed an underwritten public offering pursuant to an underwriting agreement (the “August Underwriting Agreement”) with Cantor Fitzgerald & Co.

(“Cantor”), as representative of the underwriters named therein, pursuant to which it issued and sold an aggregate of 89,234,480 shares of its common stock at a price of $ 0.52 per share, and pre-funded warrants to purchase up to an aggregate of 21,342,442 shares of common stock at a price of $ 0.5199 per pre-funded warrant (the “August 2025 Underwritten Public Offering”).

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The Company received total net proceeds of approximately $ 53.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

As of September 30, 2025, there were no exercises of pre-funded warrants.

In December 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor and filed with the SEC a prospectus supplement (the “2023 ATM Prospectus Supplement” ) to the 2022 Shelf Registration Statement, 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.

Cantor is entitled to a commission of 3 % of the gross proceeds from any sales of such shares.

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 deducting issuance costs.

In August 2025, the Company sold 4,400,000 shares of its common stock under the Sales Agreement at an average price of $ 1.05 per share for $ 4.5 million in proceeds net of commissions.

As of September 30, 2025, $ 29.9 million remained available for sale under the 2023 ATM Prospectus Supplement.

In October 2025, the Company sold 18,655,402 shares of its common stock under the Sales Agreement at an average price of $ 1.60 per share for $ 28.9 million in proceeds net of commissions.

In October 2025, in connection with the filing of the 2025 Shelf Registration Statement, the Company filed with the SEC a new prospectus supplement, pursuant to which the Company may, at its option, after the 2025 Registration Statement is declared effective by the SEC, 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.

As of March 31, 2026 , there were no exercises of pre-funded warrants that were issued in connection with the August 2025 Underwritten Public Offering.

November 2025 Underwritten Public Offering

In November 2025, the Company completed an underwritten public offering pursuant to an underwriting agreement (the “November Underwriting Agreement” and together with the August Underwriting Agreement, the “Underwriting Agreements”) with Cantor, as representative of the underwriters named therein, pursuant to which it issued and sold an aggregate of 44,000,000 shares of its common stock at a price of $ 2.50 per share, and pre-funded warrants to purchase up to an aggregate of 6,000,000 shares of common stock at a price of $ 2.4999 per pre-funded warrant (the “November 2025 Underwritten Public Offering”, and, together with the August 2025 Underwritten Public Offering, the “2025 Underwritten Public Offerings”).

The price of $ 2.4999 per pre-funded warrant represented the $ 2.50 per share purchase price for the common stock less the exercise price of $ 0.0001 per pre-funded warrant.

The pre-funded warrants are exercisable at any time after their original issuance and will not expire.

The Company received total net proceeds of approximately $ 117.2 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

As of March 31, 2026 , there were no exercises of pre-funded warrants that were issued in connection with the November 2025 Underwritten Public Offering.

In December 2025, and in connection with the November 2025 Underwritten Public Offering, Cantor exercised the option pursuant to the November Underwriting Agreement to purchase 4,675,000 additional shares of common stock at the public offering price of $ 2.50 , less underwriting discounts and commissions.

In connection with such exercise, the Company received total net proceeds of approximately $ 10.9 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company.

In December 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor, as sales agent, and filed with the SEC a prospectus supplement (the “2023 ATM Prospectus Supplement” ) to the 2022 Shelf Registration Statement, pursuant to which the Company could, 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 (the “Securities Act”) .

Cantor was entitled to a commission of 3 % of the gross proceeds from any sales of such shares.

In 2024, the Company sold 9,000,000 shares of its common stock under the Sales Agreement and the 2023 ATM Prospectus Supplement, at an average price of $ 4.50 per share for $ 39.3 million in proceeds net of commissions.

In 2025, the Company sold 23,055,402 shares of its common stock under the Sales Agreement and the 2023 ATM Prospectus Supplement at an average price of $ 1.49 per share for $ 33.4 million in proceeds net of commissions.

Upon the effectiveness of the 2025 Shelf Registration Statement, all offers and sales under the 2023 ATM Prospectus Supplement were deemed terminated.

In October 2025, in connection with the filing of the 2025 Shelf Registration Statement, the Company filed with the SEC a new prospectus supplement (the “2025 ATM Prospectus Supplement”), 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.

Cantor is entitled to a commission of 3 % of the gross proceeds from any sales of such shares.

The 2025 Shelf Registration Statement was declared effective by the SEC on December 23, 202 5, and $ 75.0 million remained available for sale under the 2025 ATM Prospectus Supplement as of March 31, 2026.

In April 2026, the Company sold 11,803,589 shares of its common stock under the Sales Agreement at an average price of $ 1.70 per share for $ 19.4 million in proceeds net of commissions.

Stock-Based Compensation

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The 2020 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors.

The board of directors may also delegate to one or more officers of the Company the power to grant awards to employees and certain officers of the Company.

The board of directors may also delegate to one or more officers of the Company the power to grant awards to

employees and certain officers of the Company.

The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee or any such officer if so delegated.

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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 September 30, 2025 , there were 485,615 shares authorized to be issued upon the exercise of outstanding stock option grants and no shares reserved for future issuance under the 2020 Plan.

As of March 31, 2026 , there were 467,615 shares authorized to be issued upon the exercise of outstanding stock options and no shares reserved for future issuance under the 2020 Plan.

2021 Equity Incentive Plan

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On January 1, 2024, 3,304,820 shares of common stock were added to the shares authorized for issuance under the 2021 Plan, pursuant to the evergreen provision thereof, as determined by the Company’s board of directors.

On January 1, 2026, 14,099,351 shares of common stock were added to the shares authorized for issuance under the 2021 Plan, pursuant to the evergreen provision thereof, as determined by the Company ’s board of directors.

The number of shares to be issued under the 2021 Plan did not increase pursuant to the evergreen provision thereof on January 1, 2023 nor January 1, 2025, as determined by the Company’s board of directors.

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 September 30, 2025 , there were an aggregate of 35,797,059 shares authorized to be issued under the 2020 Plan and the 2021 Plan, which included 485,615 and 22,370,287 shares authorized to be issued upon the exercise of outstanding stock option and vesting of RSU grants from the 2020 Plan and 2021 Plan, respectively, and 0 and 12,941,157 shares reserved for future issuance under the 2020 Plan and 2021 Plan, respectively.

As of March 31, 2026 , there were an aggregate of 28,946,439 shares authorized to be issued upon the exercise of outstanding stock options and vesting of RSU grants and 19,574,167 shares reserved for future issuance under the 2021 Plan.

2026 Inducement Plan

In January 2026, the Company’s board of directors adopted the 2026 Inducement Plan (the “2026 Inducement Plan”).

Under the 2026 Inducement Plan, the Company is authorized to issue up to 8,000,000 shares pursuant to inducement grants.

The only persons eligible to receive grants under the 2026 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1, including individuals who were not previously an employee or director of the Company (or individuals following a bona fide period of non-employment), in each case as an inducement material to such individual’s agreement to enter into employment with the Company.

The 2026 Inducement Plan provides for the discretionary grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance awards, and certain other awards.

As of March 31, 2026 , there were an aggregate of 192,000 shares authorized to be issued upon the exercise of outstanding stock options and 7,808,000 shares reserved for future issuance under the 2026 Inducement Plan.

Stock Option Valuation

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Prior to its IPO in August 2021, the Company had been a private company.

Due to the proximity to the IPO, the Company continues to lack sufficient company-specific historical and implied volatility information.

Due to the proximity to the IPO, the Company continues to lack sufficient company-specific

historical and implied volatility information.

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price.

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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 September 30,

Nine Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Expected term (in years)

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Outstanding at December 31, 2025

Outstanding at September 30, 2025

Vested and expected to vest at September 30, 2025

Options exercisable at September 30, 2025

The weighted-average grant date fair value of stock options granted during the three and nine months ended September 30, 2025 was $ 0.58 and $ 0.86 , respectively, per share.

The weighted-average grant date fair value of stock options granted during the three and nine months ended September 30, 2024 was $ 0.74 and $ 2.06 , 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 September 30, 2025 and 2024.

The total intrinsic value of stock options exercised was $ 0 and less than $ 0.1 million for the three and nine months ended September 30, 2025 , respectively.

The total intrinsic value of stock options exercised was $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024, respectively.

Outstanding at March 31, 2026

Vested and expected to vest at March 31, 2026

Options exercisable at March 31, 2026

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2026 and 2025 was $ 1.19 and $ 0.93 , respectively, per share.

The total intrinsic value of stock options exercised was less than $ 0.1 million for both the three months ended March 31, 2026 and 2025.

Restricted Stock Unit Activity

In February and September 2025, the Company’ s board of directors approved RSU grants to the Company’s executive officers and employees under the 2021 Plan.

In February and September 2025, the Company’s board of directors approved RSU grants to the Company’s executive officers and certain of its employees under the 2021 Plan.

In February 2025, an aggregate of 1,700,000 RSUs were issued at a grant date fair value of $ 1.61 per share.

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Weighted Average Grant Date Fair Value

Outstanding at December 31, 2024

Outstanding at September 30, 2025

Unvested at December 31, 2025

Unvested at March 31, 2026

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 September 30,

Nine Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31,

Research and development

Selling, general and administrative

As of September 30, 2025 , total unrecognized stock-based compensation expense related to unvested stock options was $ 12.7 million, which is expected to be recognized over a weighted-average period of 2 .3 years.

As of September 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 1.02 years.

As of March 31, 2026 , total unrecognized stock-based compensation expense related to unvested stock options was $ 17.9 million, which is expected to be recognized over a weighted-average period of 2.4 years.

As of March 31, 2026 , the total unrecognized stock-based compensation expense related to unvested RSUs was $ 0.9 million, which is expected to be recognized over a weighted-average period of 0.5 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 752,816 shares issued under the 2021 ESPP as of September 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.

The number of shares to be issued under the 2021 ESPP did not increase pursuant to the evergreen provision thereof on January 1, 2023, January 1, 2024, nor January 1, 2025, as determined by the Company’s board of directors.

On January 1, 2026, the number of shares authorized for issuance under the 2021 ESPP increased by 2,685,546 shares of common stock, pursuant to the evergreen provision thereof.

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

As of September 30, 2025 , 589,957 shares remained available for issuance under the 2021 ESPP.

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

During the nine months ended September 30, 2025 and 2024 , the Company recognized less than $ 0.2 million and less than $ 0.1 million, respectively, in related stock-based compensation expense.

As of March 31, 2026 , 3,101,681 shares remained available for issuance under the 2021 ESPP.

There were 926,638 shares issued under the 2021 ESPP as of March 31, 2026.

During both the three months ended March 31, 2026 and 2025 , 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.

Other than the pre-funded warrants issued in the August 2025 Underwritten Public Offering, there were no warrants issued during the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025 , other than the pre-funded warrants issued in the August 2025 Underwritten Public Offering, 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 7.13 years.

For the three and nine months ended September 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.

Th ere were no warrants iss ued during the three months ended March 31, 2026 and 2025.

As of March 31, 2026 , other than the pre-funded warrants issued in the 2025 Underwritten Public Offerings, 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 6.63 years.

For both the three months ended March 31, 2026 and 2025 , 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 determined the OBBBA did not have a material im pact on its effective tax rate for the three and nine months ended September 30, 2025.

Defined Contribution Plan

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The 401(k) Plan is a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, that covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

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 the three and nine months ended September 30, 2025, the Company contributed $ 0.2 million and $ 0.6 million, respectively, to the 401(k) Plan.

For the three and nine months ended September 30, 2024 , the Company contributed $ 0.2 million and $ 0.5 million, respectively, to the 401(k) Plan.

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 the three months ended March 31, 2026 and 2025, the Company contributed $ 0.3 million and $ 0.2 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 September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net loss attributable to common stockholders

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

The 21,342,442 shares of common stock issuable upon exercise of pre-funded warrants described in Note 10 are included as outstanding common stock in the calculation of net loss per common share.

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 and nine months ended September 30, 2025.

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

The 27,342,442 s hares of common stock issuable upon exercise of pre-funded warrants described in Note 10 are included as outstanding common stock in the calculation of net loss per common share.

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 Nine Months

Ended September 30,

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

For the Three Months

Ended March 31,

Stock options to purchase common stock

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Related-Party Transactions

As of September 30, 2025 and December 31, 2024, an aggregate of $ 0.7 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 September 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.

As of March 31, 2026 and December 31, 2025, an aggregate of $ 1.2 million and $ 0.7 million, respectively, was due to Adimab , a beneficial owner of more than 5% of the Company’s common stock, 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 accounts payable and accrued expenses.

As of March 31, 2026 and December 31, 2025, no amounts were due to the Company from Adimab under the Adimab Assignment Agreement, the Adimab Collaboration Agreement, the Adimab Platform Transfer Agreement, the Adimab DNA Sequencing Services Agreement or the Adimab LCMS Services Agreement (as defined below).

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 the three and nine months ended September 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 nine months ended September 30, 2025, the Company expensed $ 0.5 million and $ 1.4 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 nine months ended September 30, 2024 , the Company expensed $ 0.5 million of royalties as costs of product revenue with respect to royalties under the Adimab Assignment Agreement.

Under the Adimab Assignment Agreement, Adimab 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, 2026 and 2025, the Company did no t recognize any IPR&D expense with respect to contingent consideration payable under the Adimab Assignment Agreement.

During the three months ended March 31, 2026 and 2025, the Company expensed $ 0.6 million and $ 0.5 million, respectively, of royalties as costs of product revenue, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

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 September 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 nine months ended September 30, 2025 and 2024 , the Company recognized $ 1.8 million of research and development expense related to the quarterly fee under the Adimab Collaboration Agreement.

During both the three months ended March 31, 2026 and 2025, 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, 2026 and 2025 , the Company did no t recognize any IPR&D expense related to drug delivery fees, optimization completion fees or option exercise fees.

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.

Adimab DNA Sequencing Services Agreement

In May 2023, as amended in January 2024 and January 2025, the Company entered into a Services Agreement with Adimab for Adimab to perform DNA sequencing on yeast samples provided by the Company, and the delivery of the resulting data and information to the Company (the “Adimab DNA Sequencing Services Agreement”).

In May 2023, as amended in January 2024, January 2025 and January 2026, the Company entered into a Services Agreement with Adimab for Adimab to perform DNA sequencing on yeast samples provided by the Company, and the delivery of the resulting data and information to the Company (the “Adimab DNA Sequencing Services Agreement”).

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 the three and nine months ended September 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.

During both the three months ended March 31, 2026 and 2025, 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.

Adimab LCMS Services Agreement

In November 2023, as amended in December 2025, the Company entered into a Services Agreement with Adimab for Adimab to provide molecular weight determination services and deliver to the Company the resulting data and information (the “Adimab LCMS Services Agreement”).

In exchange for the services performed, the Company will pay Adimab a fee for each sample tested.

During both the three months ended March 31, 2026 and 2025, 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 LCMS Services Agreement.

Segment Reporting

The Company operates as a single reportable and operating segment dedicated to the research and development, commercialization, and sale of mAbs in the U.S to deliver protection from serious viral infectious diseases.

The Company operates as a single reportable and operating segment dedicated to the research and development, commercialization, and sale of mAbs in the U.S.

to deliver protection from serious viral infectious diseases.

The determination of a single reportable segment is consistent with the consolidated financial information regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in assessing performance and deciding how to allocate resources on a consolidated basis.

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The CODM’s area of focus is period over period fluxes and budget-to-actual variances when assessing performance and deciding how to allocate resources.

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

Three Months Ended September 30,

Nine Months Ended September 30,

The Company’s reportable segment derives its revenue from sales of its product, PEMGARDA.

No asset information has been provided for the reportable segment as the CODM does not regularly review asset information by reportable segment.

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

Certain prior period segment expense amounts have been recast to reflect the current year presentation.

Three Months Ended March 31,

Product revenue, net

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Direct, external research and development expenses by program:

Pemivibart (1)

Early-stage programs

Total direct, external research and development expenses by program

Unallocated research and development expenses (1)

Other segment items (2)

Stock-based compensation

Personnel expense (research and development)

Stock-based compensation (research and development)

Other research and development expense

Total research and development expense

Selling, general and administrative

Sales and marketing costs

Personnel expense (selling, general and administrative)

Stock-based compensation (selling, general and administrative)

Other selling, general and administrative expense

Total selling, general and administrative expense

Total operating costs and expenses

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Total other income, net

(1) Includes personnel related expenses (excluding research and development stock-based compensation) and external discovery-related and other costs.

(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 $ 554 and $ 1,563 for the three months ended September 30, 2025 and 2024 , respectively and interest income of $ 1,587 and $ 6,325 for the nine months ended September 30, 2025 and 2024 , respectively.

(1) I n March 2023, the Company announced the nomination of VYD222 (pemivibart) as a novel mAb therapeutic option for COVID-19.

(2) In March 2024, the Company announced the nomination of VYD2311 as a novel mAb therapeutic option for COVID-19.

(3) In November 2025, the Company announced the nomination of VBY329 as an RSV mAb candidate for preclinical development.

(4) In April 2026, the Company announced the nomination of VMS063 as a measles mAb candidate for preclinical development.

(5) Includes interest income of $1,743 and $628 for the three months ended March 31, 2026 and 2025 , 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