What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 173 added, 126 removed, 560 unchanged (35% of the section changed)

24 unchanged sentences

10,000,000 shares

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

authorized and no shares issued and outstanding at June 30, 2026

and December 31, 2025

1 unchanged sentence

1,000,000,000 shares authorized,

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

294,755,090 shares issued and outstanding at June 30, 2026;

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

4 unchanged sentences

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).

(1) Includes an allowance for doubtful accounts of $ 199 and $ 323 as of June 30, 2026 and December 31, 2025 , respectively.

(2) Includes related-party amounts of $ 576 and $ 703 as of June 30, 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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue, net

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Weighted-average common shares outstanding, basic and diluted

(1) Includes related-party amounts o f $ 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).

(1) Includes related-party amounts of $ 571 and $ 1,121 for the three and six months ended June 30, 2026 , respectively, and $ 472 and $ 924 for the three and six months ended June 30, 2025, respectively (see Note 15).

(2) Includes related-party amounts of $ 1,129 and $ 2,255 for the three and six months ended June 30, 2026 , respectively, and $ 1,140 and $ 2,268 for the three and six months ended June 30, 2025 , respectively (see Note 15).

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

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Balances at March 31, 2026

Stock-based compensation expense

Exercise of stock options

Common stock issued in connection with at-the-market offering, net

Issuance of common stock under the

employee stock purchase plan

Unrealized gain, net of tax

Balances at June 30, 2026

Treasury Stock

9 unchanged sentences

Balances at March 31, 2025

Stock-based compensation expense

Exercise of stock options

Issuance of common stock under the

employee stock purchase plan

Unrealized loss, net of tax

Balances at June 30, 2025

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

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(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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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

Payments for at-the-market offering costs

Payments for underwritten public offering costs

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

4 unchanged sentences

Deferred offering costs in accrued expenses

Deferred offering costs in accounts payable

Property and equipment included in accrued expenses

Property and equipment included 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 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.

(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 measles and respiratory syncytial virus (“RSV”).

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.

The emergency use of PEMGARDA is only authorized for the duration of the declaration that circumstances exist justifying the authorization of the emergency use of drugs and biological products during the COVID-19 pandemic under Section 564(b)(1) of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C.

§ 360bbb-3(b)(1), unless the authorization is revoked sooner.

On June 30, 2026, the U.S.

Department of Health and Human Services provided advance notice of the termination of the declaration, which will take effect after a twelve-month transition period ending on June 29, 2027.

Consequently, the EUA for PEMGARDA is set to terminate on June 29, 2027.

Consistent with EUA transition processes, the Company is in dialogue with the FDA about appropriate next steps for PEMGARDA.

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.

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 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.

In April 2026, the Company announced it had conducted a prospectively designed, conservative, algorithmic sample size re-estimation pooled, blinded analysis for the DECLARATION clinical trial and, in June 2026, the Company announced completion of enrollment in the upsized DECLARATION clinical trial.

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

In June 2026, the Company announced initiation and completion of enrollment in 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.

The LIBERTY clinical trial is fully dosed, with top-line data anticipated later in the third quarter of 2026.

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 submission 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.

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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.

The Company has begun IND-enablement and regulatory outreach to support rapid VMS063 development, and expects to advance VMS063 toward IND readiness in the second half of 2026.

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

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

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.

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 Agreements (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 three months ended March 31, 2026.

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

The Company has incurred recurring losses and negative cash flows from operations since its inception, including a net loss of $ 85.8 million for the six months ended June 30, 2026.

As of June 30, 2026, the Company had an accumulated deficit of $ 1,040.3 million.

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

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Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 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.

The accompanying condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 and the condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2026 and 2025 are unaudited.

The accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 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 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 .

In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of June 30, 2026 and December 31, 2025, the condensed consolidated results of operations for the three and six months ended June 30, 2026 and 2025, the condensed consolidated cash flows for the six months ended June 30, 2026 and 2025, and changes in stockholders’ equity for the three and six months ended June 30, 2026 and 2025 have been made.

The Company’s condensed consolidated results of operations for the three and six months ended June 30, 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 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.

As of June 30, 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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Actual results may differ materially from those estimates or assumptions.

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.

If actual market conditions are less favorable than those projected by management, the Company is not able to obtain regulatory approval for PEMGARDA before the EUA for PEMGARDA terminates or in the event of an adverse FDA action, inventory write-downs may be required.

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.

As of June 30, 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.

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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.

As of June 30, 2026, the Company recorded an allowance for doubtful accounts of $ 0.2 million related to one direct customer.

Recently Issued Accounting Pronouncements

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Fair Value Measurements at

March 31, 2026:

June 30, 2026:

Cash equivalents:

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

There were no changes to the valuation methods during the three months ended March 31, 2026.

There were no changes to the valuation methods during the three and six months ended June 30, 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 months ended March 31, 2026 .

There were no transfers into or out of Level 1, Level 2 or Level 3 fair value measurements during the three and six months ended June 30, 2026 .

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

1 unchanged sentence

Finished goods

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.

As of June 30, 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 external research, development and manufacturing costs

Prepaid license and subscription costs

Prepaid corporate communication costs

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

During 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.

During both the three and six months ended June 30, 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 March 31, 2026;

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 June 30, 2026;

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

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

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

GAAP and therefore, no expense was recognized as of June 30, 2026.

During both the three and six months ended June 30, 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 June 30, 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”).

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.

During the three and six months ended June 30, 2026, the Company expensed $ 0.6 million and $ 1.2 million of royalties , respectively, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

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

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

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

During both the three months ended March 31, 2026 and 2025 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee.

During both the three months ended June 30, 2026 and 2025 , the Company recognized $ 0.6 million of research and development expense related to the quarterly fee.

During both the six months ended June 30, 2026 and 2025 , the Company recognized $ 1.2 million of research and development expense related to the quarterly fee.

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

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

During both the three months ended March 31, 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.

During both the three and six months ended June 30, 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 and six months ended June 30, 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 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.

GAAP and therefore, no expense was recognized as of June 30, 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 March 31, 2026, no royalty payments have been paid to or have been earned by Adimab under the Adimab Collaboration Agreement.

Through June 30, 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.

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

During both the three months ended March 31, 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.

During both the three months ended June 30, 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.

During both the six months ended June 30, 2026 and 2025 , the Company recognized $ 1.0 million of research and development expense related to the annual fee under the Adimab Platform Transfer Agreement.

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

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

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

GAAP and therefore, no expense was recognized as of June 30, 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 March 31, 2026, no royalty payments have been paid to or have been earned by Adimab under the Adimab Platform Transfer Agreement.

Through June 30, 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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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.

Through June 30, 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 months ended March 31, 2026 and 2025 .

The Company did no t recognize any IPR&D expense under the Cell Line License Agreement during the three and six months ended June 30, 2026 and 2025 .

Population Health Partners, L.P.

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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 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.

During both the three and six months ended June 30, 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.

As of June 30, 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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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 May 2026, the Company amended the agreement to extend the term through September 2026 and continued to elect the short-term lease recognition exemption.

For the three and six months ended June 30, 2026 and 2025, base rent charges of less than $ 0.1 million were incurred.

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 New Haven Lease commenced in March 2026 and has an initial term of 129 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.

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For the Three Months

Ended March 31,

Ended June 30,

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

For The Six Months

Ended June 30,

Operating lease cost

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Operating cash flows related to operating leases

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

Future minimum lease payments under the noncancelable leases as of June 30, 2026 was as follows (in thousands):

Year Ending December 31,

Operating Lease

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

2026 (excluding the six months ended June 30, 2026)

Total lease payments

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Present value of operating lease liability

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.

As of June 30, 2026, the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 7.8 % over a weighted-average remaining lease term of 8 .

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

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

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”.

As of June 30, 2026, $ 1.6 million is classified under “operating lease liabilities, current” for the portion due within twelve months, and $ 6.8 million is classified under “operating lease liabilities, non-current”.

License Agreements

6 unchanged sentences

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

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

The termination fees were not probable of payment as of June 30, 2026 and December 31, 2025.

Legal Proceedings

3 unchanged sentences

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

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

As of June 30, 2026, the Company was not a party to any material legal proceedings.

Indemnification Agreements

7 unchanged sentences

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

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.

As of June 30, 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 June 30, 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 %.

4 unchanged sentences

Shares Reserved for Future Issuance

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).

As of June 30, 2026, the Company had reserved 59,942,264 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

2 unchanged sentences

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.

As of June 30, 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

4 unchanged sentences

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

As of June 30, 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”).

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.

1 unchanged sentence

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.

As of June 30, 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.

7 unchanged sentences

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.

The 2025 Shelf Registration Statement was declared effective by the SEC on December 23, 202 5.

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.

As of June 30, 2026 , $ 55.0 million remained available for sale under the 2025 ATM Prospectus Supplement.

Stock-Based Compensation

2 unchanged sentences

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.

3 unchanged sentences

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

As of March 31, 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.

As of June 30, 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

11 unchanged sentences

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

As of March 31, 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.

As of June 30, 2026 , there were an aggregate of 28,098,454 shares authorized to be issued upon the exercise of outstanding stock options and vesting of RSU grants and 20,401,319 shares reserved for future issuance under the 2021 Plan.

2026 Inducement Plan

3 unchanged sentences

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.

As of June 30, 2026 , there were an aggregate of 2,440,250 shares authorized to be issued upon the exercise of outstanding stock options and 5,559,750 shares reserved for future issuance under the 2026 Inducement Plan.

Stock Option Valuation

1 unchanged sentence

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.

4 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended

Expected term (in years)

6 unchanged sentences

Outstanding at December 31, 2025

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 aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair market value of the common stock for the options that had exercise prices lower than the estimated fair value of the Company’s common stock at March 31, 2026 and 2025.

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.

Outstanding at June 30, 2026

Vested and expected to vest at June 30, 2026

Options exercisable at June 30, 2026

The weighted-average grant date fair value of stock options granted during the three and six months ended June 30, 2026 was $ 0.87 and $ 1.11 , respectively, per share.

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

The total intrinsic value of stock options exercised was less tha n $ 0.1 million for both the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025.

Restricted Stock Unit Activity

6 unchanged sentences

Unvested at December 31, 2025

Unvested at March 31, 2026

Unvested at June 30, 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 March 31,

Three Months Ended June 30,

Six Months Ended

Research and development

Selling, general and administrative

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.

As of June 30, 2026 , total unrecognized stock-based compensation expense related to unvested stock options was $ 17.4 million, which is expected to be recognized over a weighted-average period of 2.4 years.

As of June 30, 2026 , the total unrecognized stock-based compensation expense related to unvested RSUs was $ 0.4 million, which is expected to be recognized over a weighted-average period of 0.3 years.

2021 Employee Stock Purchase Plan

3 unchanged sentences

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.

On January 1, 2026, the number of shares authorized for issuance under the 2021 ESPP increa sed 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 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.

As of June 30, 2026 , 2,974,876 shares remained available for issuance under the 2021 ESPP.

There were 1,053,443 shares issued under the 2021 ESPP as of June 30, 2026.

During the three and six months ended June 30, 2026, the Company recognized less than $ 0.1 million and less than $ 0.2 million in related stock-based compensation expense, respectively.

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

Warrant Expense

5 unchanged sentences

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.

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.

Th ere were no warrants issued during the three and six months ended June 30, 2026 and 2025.

As of June 30, 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 6.38 years.

For both the three and six months ended June 30, 2026 and 2025, the Company record ed no income tax benefits f or 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.

2 unchanged sentences

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’

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

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.

For the three and six months ended June 30, 2026, the Company contributed $ 0.3 million and $ 0.6 million, r espectively, to the 401(k) Plan.

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

Net Loss per Share

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders

1 unchanged sentence

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

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 27,342,442 shares o f 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.

1 unchanged sentence

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

For the Three Months

Ended March 31,

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

For the Six Months

Ended June 30,

Stock options to purchase common stock

2 unchanged sentences

Related-Party Transactions

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).

As of June 30, 2026 and December 31, 2025, an aggregate of $ 0.6 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 June 30, 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 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.

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

During the three and six months ended June 30, 2026 , the Company expensed $ 0.6 million and $ 1.2 million, respectively, of royalties as costs of product revenue, while reserving all rights under the Adimab Assignment Agreement and the applicable law.

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

Adimab Collaboration Agreement

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

During both the three months ended March 31, 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.

During both the three months ended June 30, 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 six months ended June 30, 2026 and 2025 , the Company recognized $ 1.2 million of research and development expense related to the quarterly fee under the Adimab Collaboration Agreement.

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

1 unchanged sentence

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

During both the three months ended March 31, 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.

During the three and six months ended June 30, 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

1 unchanged sentence

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

8 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue, net

25 unchanged sentences

(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.

(5) Includes interest income of $ 1,503 and $ 405 for the three months ended June 30, 2026 and 2025 , respectively, and interest income of $ 3,246 and $ 1,033 fo r the six months ended June 30, 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