Item 1. Financial Statements
Item 1 . Financial Statements.
INVIVYD , INC.
Conden sed Consolidated Balance Sheets
(UNaudited)
(In thousands, except share and per share amounts)
June 30,
2026
December 31,
2025
Assets
Current assets:
Cash and cash equivalents
$
160,080
$
226,689
Accounts receivable, net (1)
11,222
13,919
Prepaid expenses and other current assets
10,810
6,859
Total current assets
182,112
247,467
Inventory
25,345
25,499
Property and equipment, net
2,183
1,365
Operating lease right-of-use assets
8,067
2,442
Other non-current assets
1,176
110
Total assets
$
218,883
$
276,883
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
9,486
$
13,744
Accrued expenses (2)
19,855
19,053
Operating lease liabilities, current
1,616
1,314
Other current liability
71
52
Total current liabilities
31,028
34,163
Operating lease liabilities, non-current
6,775
1,180
Total liabilities
37,803
35,343
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock (undesignated), $ 0.0001 par value; 10,000,000 shares
authorized and no shares issued and outstanding at June 30, 2026
and December 31, 2025
—
—
Common stock, $ 0.0001 par value; 1,000,000,000 shares authorized,
294,755,090 shares issued and outstanding at June 30, 2026;
281,987,033 shares issued and outstanding at December 31, 2025
29
28
Additional paid-in capital
1,221,362
1,196,036
Accumulated other comprehensive loss
( 35
)
( 41
)
Accumulated deficit
( 1,040,276
)
( 954,483
)
Total stockholders’ equity
181,080
241,540
Total liabilities and stockholders’ equity
$
218,883
$
276,883
(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.
1
INVIVYD , INC.
Condensed Consolidated Statem ents of Operations and Comprehensive Loss
(UNaudited)
(In thousands, except share and per share amounts)
Three Months Ended June 30,
Three Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue:
Product revenue, net
$
14,285
$
11,786
$
28,029
$
23,090
Total revenue
14,285
11,786
28,029
23,090
Operating costs and expenses:
Cost of product revenue (1)
1,273
685
2,305
1,519
Research and development (2)
29,367
9,573
60,098
20,214
Selling, general and administrative
29,465
16,588
54,582
33,339
Total operating costs and expenses
60,105
26,846
116,985
55,072
Loss from operations
( 45,820
)
( 15,060
)
( 88,956
)
( 31,982
)
Other income:
Other income, net
1,427
400
3,163
1,033
Total other income, net
1,427
400
3,163
1,033
Net loss
( 44,393
)
( 14,660
)
( 85,793
)
( 30,949
)
Other comprehensive income (loss)
Unrealized gain (loss), net of tax
2
( 26
)
6
( 34
)
Comprehensive loss
$
( 44,391
)
$
( 14,686
)
$
( 85,787
)
$
( 30,983
)
Net loss per share attributable to common stockholders, basic and diluted
$
( 0.14
)
$
( 0.12
)
$
( 0.27
)
$
( 0.26
)
Weighted-average common shares outstanding, basic and diluted
320,435,078
120,016,132
315,082,327
119,950,172
(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.
2
INVIVYD , INC.
CONDENSED CONSO LIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands, except share amounts)
Common Stock
Treasury Stock
Additional
Paid-in
Accumulated Other Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Deficit
Equity
Balances at December 31, 2025
281,987,033
$
28
—
$
—
$
1,196,036
$
( 41
)
$
( 954,483
)
241,540
Stock-based compensation expense
—
—
—
—
2,697
2,697
Exercise of stock options
60,028
—
—
—
74
—
—
74
Issuance of common stock upon restricted stock units vesting
660,999
—
—
—
—
—
—
—
Issuance of common stock under the employee stock purchase plan
95,803
—
—
—
135
—
—
135
Unrealized gain, net of tax
—
—
—
—
—
4
—
4
Net loss
—
—
—
—
—
—
( 41,400
)
( 41,400
)
Balances at March 31, 2026
282,803,863
$
28
—
$
—
$
1,198,942
$
( 37
)
$
( 995,883
)
$
203,050
Stock-based compensation expense
—
—
—
—
2,895
—
—
2,895
Exercise of stock options
20,833
—
—
—
17
—
—
17
Common stock issued in connection with at-the-market offering, net
11,803,589
1
—
—
19,388
—
—
19,389
Issuance of common stock under the
employee stock purchase plan
126,805
—
—
—
120
—
—
120
Unrealized gain, net of tax
—
—
—
—
—
2
—
2
Net loss
—
—
—
—
—
—
( 44,393
)
( 44,393
)
Balances at June 30, 2026
294,755,090
$
29
—
$
—
$
1,221,362
$
( 35
)
$
( 1,040,276
)
$
181,080
3
Common Stock
Treasury Stock
Additional
Paid-in
Accumulated Other Comprehensive
Accumulated
Total
Stockholders’
Shares
Amount
Shares
Amount
Capital
Income (Loss)
Deficit
Equity
Balances at December 31, 2024
119,835,162
$
12
—
$
—
$
969,526
$
( 5
)
$
( 901,994
)
$
67,539
Stock-based compensation expense
—
—
—
—
2,826
—
—
2,826
Exercise of stock options
36,111
—
—
—
37
—
—
37
Issuance of common stock under the
employee stock purchase plan
90,172
—
—
—
44
—
—
44
Unrealized loss, net of tax
—
—
—
—
—
( 8
)
—
( 8
)
Net loss
—
—
—
—
—
—
( 16,289
)
( 16,289
)
Balances at March 31, 2025
119,961,445
$
12
—
$
—
$
972,433
$
( 13
)
$
( 918,283
)
$
54,149
Stock-based compensation expense
—
—
—
—
3,180
—
—
3,180
Exercise of stock options
87,000
—
—
—
68
—
—
68
Issuance of common stock under the
employee stock purchase plan
94,366
—
—
—
78
—
—
78
Unrealized loss, net of tax
—
—
—
—
—
( 26
)
—
( 26
)
Net loss
—
—
—
—
—
—
( 14,660
)
( 14,660
)
Balances at June 30, 2025
120,142,811
$
12
—
$
—
$
975,759
$
( 39
)
$
( 932,943
)
$
42,789
The accompanying notes are an integral part of these condensed consolidated financial statements.
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INVIVYD , INC.
Condensed Consolidated Statements of Cash Flows
(UNAUDITED)
(In thousands)
Six Months Ended June 30,
Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net loss
$
( 85,793
)
$
( 30,949
)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
5,592
6,006
Amortization of operating lease right-of-use assets
804
784
Depreciation and amortization expense
348
457
Other non-cash adjustments
7
91
Changes in operating assets and liabilities:
Accounts receivable
2,697
2,091
Inventory
108
( 71
)
Prepaid expenses and other current assets
( 3,728
)
4,797
Other non-current assets
( 1,066
)
18
Accounts payable
( 4,248
)
7,675
Accrued expenses
1,075
( 24,580
)
Operating lease liabilities
( 532
)
( 747
)
Other current liabilities
19
( 2
)
Net cash used in operating activities
( 84,717
)
( 34,430
)
Cash flows from investing activities:
Purchases of property and equipment
( 1,236
)
( 155
)
Net cash used in investing activities
( 1,236
)
( 155
)
Cash flows from financing activities:
Proceeds from exercises of stock options
91
105
Proceeds from issuance of common stock under the employee stock purchase plan
255
122
Proceeds from at-the-market offering, net of commissions
19,448
—
Payments for at-the-market offering costs
( 219
)
( 86
)
Payments for underwritten public offering costs
( 231
)
—
Net cash provided by financing activities
19,344
141
Effect of exchange rate changes on cash and cash equivalents
—
—
Net decrease in cash and cash equivalents
( 66,609
)
( 34,444
)
Cash and cash equivalents at beginning of period
226,689
69,349
Cash and cash equivalents at end of period
$
160,080
$
34,905
Supplemental disclosure of cash flow information
Deferred offering costs in accrued expenses
$
—
$
50
Deferred offering costs in accounts payable
$
96
$
—
Property and equipment included in accrued expenses
$
93
$
—
Property and equipment included in accounts payable
$
50
$
—
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
INVIVYD, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Nature of the Business and Basis of Presentation
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 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, the Company’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. 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. 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, 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.
The Company was incorporated in the State of Delaware in June 2020. The Company operates as a hybrid company with employees working at its corporate headquarters in New Haven, Connecticut, and remotely. 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 and maintaining regulatory
6
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). 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 $ 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.
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. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders.
If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).
The accompanying condensed consolidated financial statements include the accounts of Invivyd, Inc. and its wholly owned subsidiaries, Invivyd Security Corporation and Invivyd Netherlands B.V. All intercompany accounts and transactions have been eliminated in consolidation. The Company views its operations and manages its business in one operating segment, which is the business of discovering, developing and commercializing differentiated products for the prevention and treatment of infectious diseases.
Unaudited Interim Financial Information
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. The accompanying condensed consolidated balance sheet as of December 31, 2025 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. 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”).
7
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 .
2. Summary of Significant Accounting Policies
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
The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, research and development expenses and related prepaid or accrued costs, stock-based compensation expense, revenue, including discounts and allowances, and inventory obsolescence. The Company bases its estimates on historical experience, known trends, expected future internal sales forecasts and other market-specific or relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions. 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 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. 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 June 30, 2026, the Company recorded an allowance for doubtful accounts of $ 0.2 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 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. For example, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential impact of ASU 2024-03 on its consolidated financial statement disclosures.
3. Fair Value Measurements
Fair Value Measurements
Certain assets of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
8
Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities.
The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):
Fair Value Measurements at
June 30, 2026:
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds
$
156,455
$
—
$
—
$
156,455
$
156,455
$
—
$
—
$
156,455
Fair Value Measurements at
December 31, 2025:
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents:
Money market funds
$
224,172
$
—
$
—
$
224,172
$
224,172
$
—
$
—
$
224,172
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 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 and six months ended June 30, 2026 .
4. Inventory
The following table presents non-current inventories (in thousands):
June 30,
2026
December 31,
2025
Work in process
$
20,769
$
20,769
Finished goods
4,576
4,730
$
25,345
$
25,499
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.
9
5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
June 30,
2026
December 31,
2025
Prepaid external research, development and manufacturing costs
$
5,541
$
3,442
Prepaid license and subscription costs
1,364
738
Prepaid corporate communication costs
896
—
Prepaid insurance
343
1,024
Interest receivable
461
676
Finished goods inventory, current
310
263
Other
1,895
716
$
10,810
$
6,859
6. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
June 30,
2026
December 31,
2025
Accrued external research, development and manufacturing costs
$
6,198
$
6,616
Accrued professional and consultant fees
5,978
2,778
Accrued employee compensation
3,884
5,749
Other
3,795
3,910
$
19,855
$
19,053
7. License and Collaboration Agreements
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. In addition, Adimab granted to the Company a non-exclusive, worldwide, royalty-bearing, sublicensable license to certain of its platform patents and technology for the development, manufacture and commercialization of the CoV Antibodies and pharmaceutical products containing or comprising one or more CoV Antibodies (each, a “Product”) for all indications and uses, with the exception of certain diagnostic uses and use as a research reagent (the “Field”). The Company is entitled to sublicense the assigned rights and licensed intellectual property solely with respect to any CoV Antibody or Product, subject to specified conditions of the agreement. The Company is obligated to use commercially reasonable efforts to achieve specified development and regulatory milestones for Products in certain major markets and to commercialize a product in any country in which the Company obtains marketing approval.
Pursuant to the terms of the Adimab Assignment Agreement, the parties will establish one or more work plans that set forth the activities to be performed under the agreement (each, a “Work Plan”), and each party is responsible for performing the obligations to which it is assigned under such Work Plans. Upon execution of the Adimab Assignment Agreement, the Company and Adimab agreed on an initial Work Plan that outlined the services that will be performed commencing at inception of the arrangement. The Company is obligated to pay Adimab quarterly for its services performed under each Work Plan at a specified full-time equivalent rate. 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. 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 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
10
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 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. The royalty rate is subject to reductions specified under the agreement. 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 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.
Unless earlier terminated, the Adimab Assignment Agreement remains in effect until the expiration of the last-to-expire Royalty Term for any and all Products. The Company may terminate the agreement at any time for any or no reason upon advance written notice to Adimab, or in the event of a material breach by Adimab that is not cured with specific periods. Adimab may only terminate the agreement for an uncured material breach by the Company for its due diligence obligation or a payment obligation. Upon any termination of the agreement prior to its expiration, all licenses and rights granted pursuant to the arrangement will automatically terminate and revert to the granting party and all other rights and obligations of the parties will terminate.
The Company concluded that the Adimab Assignment Agreement represented an asset acquisition of IPR&D assets with no alternative future use. The arrangement did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in a single asset.
Adimab Collaboration Agreement
In May 2021, the Company entered into a Collaboration Agreement with Adimab, as amended in November 2022 and September 2023 (the “Adimab Collaboration Agreement”), for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the Adimab Collaboration Agreement, the Company and Adimab could collaborate on research programs for a specified number of targets selected by the Company within a specified time period. Under the Adimab Collaboration Agreement, Adimab granted the Company a worldwide, non-exclusive license to certain of its platform patents and technology and antibody patents to perform the Company’s responsibilities during the ongoing research period and for a specified evaluation period thereafter (the “Evaluation Term”). In addition, the Company granted Adimab a license to certain of the Company’s patents and intellectual property solely to perform Adimab’s responsibilities under the research plans. Under the Adimab Collaboration Agreement, the Company has an exclusive option, on a program-by-program basis, to obtain licenses and assignments to commercialize selected products containing or comprising antibodies directed against the applicable target, which option may be exercised upon the payment of a specified option fee for each program. Upon exercise of an option by the Company, Adimab will assign to the Company all right, title and interest in the antibodies of the optioned research program and will grant the Company a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license under the Adimab platform technology for the development, manufacture and commercialization of the antibodies for which the Company has exercised its options and products containing or comprising those antibodies. The Company is obligated to use commercially reasonable efforts to develop, seek marketing approval for, and commercialize one product that contains an antibody discovered in each optioned research program.
The Company agreed to pay Adimab a quarterly fee of $ 1.3 million, which could be cancelled at the Company’s option at any time. For so long as the Company was paying such quarterly fee (or earlier if (i) the Company experienced a change of control after the third anniversary of the Adimab Collaboration Agreement or (ii) Adimab owned less than a specified percentage of the Company’s equity), Adimab and its affiliates agreed not to assist or direct certain third parties to discover or optimize antibodies intended to bind to coronaviruses or influenza viruses. Under the Adimab Collaboration Agreement, the Company could also elect to decrease the scope of Adimab’s exclusivity obligations and obtain a corresponding decrease in the quarterly fee. In December 2023, the Company elected to decrease the scope of Adimab’s exclusivity obligations to cover only coronaviruses and obtained a corresponding decrease in the quarterly fee. Effective January 2024, the Company became obligated to pay Adimab a quarterly fee of $ 0.6 million. 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.
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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; a discovery delivery fee of $ 0.2 million; and an optimization completion fee of $ 0.2 million. For each option exercised by the Company to commercialize a specific research program, the Company is obligated to pay Adimab an exercise fee of $ 1.0 million. 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 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.
The Company is obligated to pay Adimab up to $ 18.0 million upon the achievement of specified development and regulatory milestones for each product under the Adimab Collaboration Agreement that achieves such milestones. The next potential milestone under the Adimab Collaboration Agreement is a low single-digit million-dollar clinical milestone, which was not considered probable under U.S. GAAP and therefore, no expense was recognized as of 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.
In addition, the Company is obligated to pay Adimab for Adimab’s performance of certain validation work with respect to certain antigens acquired from a third party. 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 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. 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.
The Company concluded that the Adimab Collaboration Agreement represented an asset acquisition of IPR&D with no alternative future use. Therefore, payments made by the Company to Adimab for milestones achieved will be recognized as IPR&D expense in the related period in which the services are performed or the related milestone is considered probable of achievement. Amounts paid with respect to services performed by Adimab on the Company’s behalf under the Adimab Collaboration Agreement are recognized as research and development expense as such amounts are incurred and services are rendered. Please refer to Note 15 for additional information.
Adimab Platform Transfer Agreement
In September 2022 (the “Adimab Platform Transfer Agreement Effective Date”), the Company entered into a Platform Transfer Agreement with Adimab (the “Adimab Platform Transfer Agreement”) under which the Company was granted the right under certain intellectual property of Adimab to practice certain elements of Adimab’s platform technology, including B-cell cloning using Adimab’s proprietary yeast cell lines and other antibody optimization libraries, trade secrets, protocols and software of Adimab, to discover, engineer and optimize antibodies. The Company does not have access to Adimab’s proprietary discovery libraries. The Company was also granted the right under certain intellectual property of Adimab to research, develop, make, sell and exploit such antibodies and products containing such antibodies. The Adimab platform has been transferred to the Company in accordance with the terms of the Adimab Platform Transfer Agreement. In September 2022, the Company recognized $ 3.0 million as IPR&D expense in connection with the upfront consideration payable for the rights assigned pursuant to the Adimab Platform Transfer Agreement.
The Company is obligated to pay Adimab an annual fee of single digit millions on each of the first four anniversaries of the Adimab Platform Transfer Agreement Effective Date, which allows the Company to receive material improvements to the platform technology, including materially improved antibody optimization libraries, updates that provide new functionality to the platform, and software upgrades, from Adimab through June 2027. The first annual fee became due in September 2023 and was paid in October 2023. 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 Company is obligated to pay Adimab up to $ 9.5 million upon the achievement of specified development and regulatory milestones for each product under the Adimab Platform Transfer Agreement that achieves such milestones. 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 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. Royalties are due on a product-by-product and country-by-country basis. The royalty term will expire for each product on a country-by-country basis upon the later of (i) 12 years after the first commercial sale of such product in such country and (ii) the expiration of the last valid claim of a program antibody patent for covering the program antibody contained in such product in such country. Through 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. In addition, subject to certain conditions, either party may terminate the Adimab Platform Transfer Agreement in the event of a material breach by the other party that is not cured within specified periods or in connection with the other party’s insolvency.
The Company concluded that the Adimab Platform Transfer Agreement represented an asset acquisition of IPR&D with no alternative future use. Therefore, payments made by the Company to Adimab for milestones achieved will be recognized as IPR&D expense in the related period in which the services are performed or the related milestone is considered probable of achievement. Amounts paid with respect to the annual material improvement fees are recognized as research and development expense as such amounts are incurred. Please refer to Note 15 for additional information.
WuXi Biologics Cell Line License Agreement
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”).
In December 2020, the Company recognized an upfront fee of $ 0.2 million upon completion of cell bank generation for the first Licensed Cell Line created under the Cell Line License Agreement.
The Company is also obligated to pay royalties in the range of less than 1.0 % to WuXi Biologics based on net sales of any Licensed Products manufactured by the Company or a third party on its behalf. 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 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. 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 June 30, 2026 , no royalties had become due to WuXi Biologics.
The Cell Line License Agreement remains in effect until it is terminated. The Company may terminate the Cell Line License Agreement at any time with notice to WuXi Biologics. WuXi Biologics may terminate the Cell Line License Agreement in the event the Company fails to make a payment when due under the Cell Line License Agreement and such non-payment is not cured within a specified period after notice. Either party may terminate the Cell Line License Agreement in the event of a material breach by the other party that is not cured within a specified period after notice. Upon termination of the Cell Line License Agreement, the license conveyed by WuXi Biologics to the Company will continue in full force and effect with respect to all Licensed Products manufactured using the Licensed Cell Line already generated under the Cell Line License Agreement, provided that the Company continues to pay its royalty obligations, if any.
The Company concluded that the Cell Line License Agreement represented an asset acquisition of IPR&D with no alternative future use. 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 six months ended June 30, 2026 and 2025 .
13
8. Population Health Partners, L.P.
In November 2022 (the “PHP Effective Date”), the Company entered into a Master Services Agreement with Population Health Partners, L.P. (“PHP”), pursuant to which PHP agreed to provide services and create deliverables for the Company as agreed between the Company and PHP and set forth in one or more work orders under such agreement (the “PHP MSA”). The term of the PHP MSA commenced on the PHP Effective Date for an initial term of one year. The PHP MSA renewed for subsequent periods, until terminated in accordance with its terms. 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. The PHP Work Order was effective for six months from the PHP Effective Date and terminated in accordance with its terms in May 2023. The PHP MSA contained customary confidentiality provisions and representations and warranties of the parties, as well as mutual non-solicitation of certain employees during the term of the PHP MSA and for a period of one year thereafter.
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 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”). The exercise price of the PHP Warrant is $ 3.48 per share of the Company’s common stock, which was equal to the Nasdaq official closing price of a share of the Company’s common stock on the trading day immediately prior to the PHP Effective Date. The PHP Warrant is exercisable for up to an aggregate of 6,824,712 shares of the Company’s common stock, and vests in three separate tranches as follows:
3,591,954 shares of the Company’s common stock underlying the PHP Warrant vests if the Company’s Market Capitalization (as defined below) equals or exceeds $758,517,511 by November 15, 2028;
1,795,977 shares of the Company’s common stock underlying the PHP Warrant vests if the Company’s Market Capitalization equals or exceeds $1,137,776,266 by November 15, 2029; and
1,436,781 shares of the Company’s common stock underlying the PHP Warrant vests if the Company’s Market Capitalization equals or exceeds $1,517,035,022 by November 15, 2030.
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 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. The PHP Warrant may be exercised by cash exercise or, at the election of PHP, by means of “cashless exercise” pursuant to a formula set forth in the PHP Warrant. The Company also granted PHP certain “piggyback” registration rights requiring the Company to register any shares of the Company’s common stock underlying the PHP Warrant for resale with the SEC, subject to the Company’s existing obligations under that certain Second Amended and Restated Investors’ Rights Agreement, dated April 16, 2021, by and among the Company and the investors party thereto, which registration rights PHP exercised in January 2024.
Upon the consummation of a fundamental transaction of the Company (as defined in the PHP Warrant) on or prior to November 15, 2028, all of the shares underlying the PHP Warrant would become immediately vested and exercisable; upon the consummation of a fundamental transaction of the Company after November 15, 2028 but on or prior to November 15, 2029, the shares underlying the second and third tranches of the PHP Warrant would become immediately vested and exercisable; and upon the consummation of a fundamental transaction of the Company after November 15, 2029 but on or prior to November 15, 2030, the shares underlying the third tranche of the PHP Warrant would become immediately vested and exercisable.
Refer to Note 11 for additional information on the PHP Warrant.
Tamsin Berry, a member of the Company’s board of directors, is a Limited Partner of PHP.
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9. Commitments and Contingencies
Operating Lease Commitments
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. Pursuant to the amended Newton, MA Lease, the Company entered into a two-year noncancelable agreement for new dedicated laboratory and office space in Newton, Massachusetts, on the same campus as, and in lieu of, the space leased under the original lease. The Company took occupancy of the new dedicated laboratory and office space in December 2022. The amended Newton, MA Lease provided for monthly rental payments, including base rent charges of $ 1.3 million per year. 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. 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 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. 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 June 30,
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
For The Six Months
Ended June 30,
2026
2025
2026
2025
Lease cost:
Operating lease cost
$
623
$
374
$
1,047
$
821
Variable lease cost
—
2
—
6
Total lease cost
$
623
$
376
$
1,047
$
827
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases
$
399
$
360
$
775
$
785
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 six months ended June 30, 2026)
$
1,117
2027
2,549
2028
917
2029
1,026
2030
1,051
Thereafter
6,594
Total lease payments
13,254
Less: tenant improvement allowance reimbursements yet to be received
( 956
)
Present value adjustment
( 3,907
)
Present value of operating lease liability
$
8,391
15
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 . 0 years.
As of June 30, 2025 , the Company’s operating leases were measured using a weighted-average incremental borrowing rate of 6.0 % over a weighted-average remaining lease term of 2.5 years.
The total operating liabilities are presented on the Company’s condensed consolidated balance sheet based on maturity dates. 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
The Company has entered into license agreements with Adimab and WuXi Biologics (see Note 7).
Other Contracts
The Company enters into agreements with third parties in the ordinary course of business for various products and services, including those related to research, preclinical and clinical operations, manufacturing and support, supply chain, and distribution. These contracts do not contain any material minimum purchase commitments. Certain of these agreements provide for termination rights subject to the payment of termination fees and/or wind-down costs. Under such agreements, the Company is contractually obligated to make certain payments to vendors upon early termination, primarily to reimburse them for their unrecoverable outlays incurred prior to cancellation as well as any amounts owed by the Company prior to early termination. 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 June 30, 2026 and December 31, 2025.
Legal Proceedings
From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of June 30, 2026, the Company was not a party to any material legal proceedings.
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, contract development and manufacturing organizations, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. The maximum potential amount of future payments that the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.
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Loan Agreement
On April 18, 2025, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as lender (the “Lender”). The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $ 30 million (the “Term Facility”) consisting of (a) Term A Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn from and after August 15, 2025 through December 31, 2026 upon compliance with certain financial covenants and conditions, (b) Term B Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027, and (c) Term C Loans in an aggregate principal amount of up to $ 10 million, which shall be available to be drawn during the period commencing on the date of the achievement of certain net product revenue milestones and ending on June 30, 2027. The proceeds of the Term Facility may be used for working capital and general business purposes. As of June 30, 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 %. 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. The Loan Agreement provides for an unused term loan commitment fee equal to 1.00 % of the Term Facility upon the earliest to occur of (a) July 1, 2027, (b) the occurrence of an Event of Default under the Loan Agreement and (c) the termination of the Loan Agreement; provided, that such fee will be waived by the Lender in the event that the Company has requested and the Lender has funded any loans under the Term Facility prior to such date.
10. Common Stock
Shares Reserved for Future Issuance
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
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”). 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 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
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”). The price of $ 0.5199 per pre-funded warrant represented the $ 0.52 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 $ 53.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. 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
17
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 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. 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.
ATM Facility
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. 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.
11. Stock-Based Compensation
2020 Equity Incentive Plan
The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) provides for the Company to grant incentive stock options, non-qualified stock options, restricted stock awards, RSUs and other stock-based awards to employees, members of the board of directors and consultants. 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 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.
The exercise price for stock options granted may not be less than the fair market value of the Company’s common stock on the date of grant, as determined by the board of directors, or at least 110 % of the fair market value of the Company’s common stock on the date of grant in the case of an incentive stock option granted to an employee who owns stock representing more than 10 % of the voting power of all classes of stock as determined by the board of directors as of the date of grant. Prior to the IPO, the Company’s board of directors determined the fair value of the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock options granted under the 2020 Plan expire after ten years and typically vest over a four-year period with the first 25 % vesting upon the first anniversary of a specified vesting commencement date and the remainder vesting in 36 equal monthly installments over the succeeding three years , contingent on the recipient’s continued employment or service. 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 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.
18
2021 Equity Incentive Plan
In July 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs and other stock-based awards. The number of shares initially reserved for issuance under the 2021 Plan was equal to 35,075,122 , which was the sum of 11,413,572 new shares; plus the number of shares (not to exceed 23,661,550 shares) , which represented (i) the number of shares that remained available for issuance under the 2020 Plan, at the time the 2021 Plan became effective, and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the 2020 Plan that are forfeited, terminate, expire or are otherwise not issued. In December 2024, the 2021 Plan was amended by Amendment No. 1 to the 2021 Plan, which decreased the aggregate number of shares of the Company’s common stock reserved for issuance under the 2021 Plan by 8,000,000 shares. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan wil l automatically increase on the first day of each calendar year pursuant to the evergreen provision thereof , beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 5 % of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors. On January 1, 2022, 5,539,145 shares of common stock were automatically added to the shares authorized for issuance under the 2021 Plan pursuant to the evergreen provision thereof . 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 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
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 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
The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. 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. 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. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.
19
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 June 30,
Three Months Ended June 30,
Six Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Expected term (in years)
6.0
5.7
5.8
5.8
Expected volatility
69.1
%
61.8
%
69.2
%
61.0
%
Risk-free interest rate
4.1
%
4.1
%
4.0
%
4.4
%
Expected dividend yield
—
%
—
%
—
%
—
%
Stock Option Activity
The following table summarizes the Company’s stock option activity since December 31, 2025:
Number of
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in years)
(in thousands)
Outstanding at December 31, 2025
21,351,941
$
2.96
8.1
$
15,525
Granted
10,864,376
$
1.73
Exercised
( 80,861
)
$
1.12
Forfeited
( 1,907,138
)
$
2.08
Outstanding at June 30, 2026
30,228,318
$
2.58
8.4
$
260
Vested and expected to vest at June 30, 2026
30,228,318
$
2.58
8.4
$
260
Options exercisable at June 30, 2026
12,905,085
$
3.79
7.4
$
113
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 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 June 30, 2026 and 2025.
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
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. In September 2025, an aggregate of 400,000 RSUs were issued at a grant date fair value of $ 1.15 per share. All RSU grants are scheduled to vest over an eighteen-month period, with one-third of the RSUs vesting every six months following the relevant grant date, subject to continuous service as of each vesting date.
The following table summarizes the Company’s RSU activity since December 31, 2025:
Number
of Shares
Weighted Average Grant Date Fair Value
Unvested at December 31, 2025
1,539,000
$
1.49
Granted
—
$
—
Vested
( 660,999
)
$
1.54
Forfeited
( 100,000
)
$
1.15
Unvested at June 30, 2026
778,001
$
1.49
20
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 June 30,
Three Months Ended June 30,
Six Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Research and development
$
741
$
787
$
1,474
$
1,618
Selling, general and administrative
2,154
2,393
4,118
4,388
$
2,895
$
3,180
$
5,592
$
6,006
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
In July 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO. A total of 1,342,773 shares of common stock were initially reserved for issuance under the 2021 ESPP. 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 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 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
In November 2022, the Company entered into the PHP MSA, the PHP Work Order and a warrant agreement with respect to the PHP Warrant. To compensate for the services and deliverables provided by PHP, the Company issued 6,824,712 equity-classified warrants to PHP. Each warrant shall give the right to acquire common stock of the Company at a purchase price of $ 3.48 per share. Per the agreement, the PHP Warrant is exercisable upon either the achievement of corresponding market capitalization targets or a consummation of a fundamental transaction (as defined in the PHP Warrant); as such, there are no other requirements, including any continuous service requirements, in order for PHP to be entitled to the PHP Warrant, if and when any portion of it vests.
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 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.
12. Income Taxes
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.
13. Defined Contribution Plan
The Company maintains a 401(k) Plan (the “401(k) Plan”) for the benefit of eligible employees. 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 parti cipants’
21
compensation. 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.
14. 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 June 30,
Three Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Numerator:
Net loss attributable to common stockholders
$
( 44,393
)
$
( 14,660
)
$
( 85,793
)
$
( 30,949
)
Denominator:
Weighted-average common shares outstanding, basic and diluted
320,435,078
120,016,132
315,082,327
119,950,172
Net loss per share attributable to common stockholders, basic and diluted
$
( 0.14
)
$
( 0.12
)
$
( 0.27
)
$
( 0.26
)
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. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. 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 Six Months
Ended June 30,
For the Six Months
Ended June 30,
2026
2025
Stock options to purchase common stock
30,228,318
21,215,534
Restricted stock units
778,001
1,700,000
Warrants to purchase common stock
6,824,712
6,824,712
37,831,031
29,740,246
15. Related-Party Transactions
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 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.
22
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 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.
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.
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 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
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 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 LCMS Services Agreement.
16. 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 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.
The CODM assesses performance and allocates resources based on the Company’s net loss reported on the consolidated statements of operations and comprehensive loss. 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 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.
23
Three Months Ended June 30,
Three Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue:
Product revenue, net
$
14,285
$
11,786
$
28,029
$
23,090
Total revenue
14,285
11,786
28,029
23,090
Operating costs and expenses:
Cost of product revenue
1,273
685
2,305
1,519
Direct, external research and development expenses by program:
Pemivibart (1)
265
906
453
2,297
VYD2311 (2)
20,350
1,011
43,153
2,513
VBY329 (3)
80
41
244
83
VMS063 (4)
182
50
311
50
Early-stage programs
175
75
204
160
Total direct, external research and development expenses by program
21,052
2,083
44,365
5,103
Personnel expense (research and development)
3,532
2,743
6,699
5,923
Stock-based compensation (research and development)
741
787
1,474
1,618
Other research and development expense
4,042
3,960
7,560
7,570
Total research and development expense
29,367
9,573
60,098
20,214
Selling, general and administrative
Sales and marketing costs
6,961
3,341
12,179
6,301
Personnel expense (selling, general and administrative)
9,847
5,230
17,535
10,720
Stock-based compensation (selling, general and administrative)
2,154
2,393
4,118
4,388
Other selling, general and administrative expense
10,503
5,624
20,750
11,930
Total selling, general and administrative expense
29,465
16,588
54,582
33,339
Total operating costs and expenses
60,105
26,846
116,985
55,072
Loss from operations
( 45,820
)
( 15,060
)
( 88,956
)
( 31,982
)
Other income:
Other income, net (5)
1,427
400
3,163
1,033
Total other income, net
1,427
400
3,163
1,033
Net loss
$
( 44,393
)
$
( 14,660
)
$
( 85,793
)
$
( 30,949
)
(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 $ 1,503 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.
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.