What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-02-28 · 327 added, 299 removed, 717 unchanged (47% of the section changed)

10 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which is included herein.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2024, we entered into the Kyowa Agreement and began to recognize revenue.

We updated the processes that constitute our internal control over revenue and financial reporting, as necessary, to accommodate related changes to our accounting procedures and business processes.

Except for the changes related to the Kyowa Agreement, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation of such internal control that occurred during our most recent quarter ended December 31, 2024 that have materially affected, or are reasonably likely to material affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Kura Oncology, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Kura Oncology, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Kura Oncology, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Diego, California

February 28, 2025

During the quarter ended December 31, 2025, we began to recognize product revenue from sales of KOMZIFTI.

We updated the processes that constitute our internal control over product revenue and inventory to accommodate related changes to our accounting procedures and business processes.

Except for the changes related to product revenue and inventory, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation of such internal control that occurred during our most recent quarter ended December 31, 2025 that have materially affected, or are reasonably likely to material affect, our internal control over financial reporting.

Other Information.

Trading Plans

During the three months ended December 31, 2025, certain of our officers adopted , modified or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below:

Trading Arrangement

Name and Position

Total Shares to be Sold

Expiration Date

Brian Powl , Chief Commercial Officer

Termination ***

December 18, 2025

90,116 , Options net shares unsold, RSUs net shares to be received, and ESPP net shares to be purchased

December 31, 2026

Brian Powl , Chief Commercial Officer

December 18, 2025

219,434 , Options net shares unsold, RSUs net shares to be received, and ESPP net shares to be purchased

December 31, 2026

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

*** Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on September 19, 2025 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

In addition, our officers (as defined in Rule 16a-1(f) under the Exchange Act) have entered into sell-to-cover arrangements adopted pursuant to Rule 10b5-1 authorizing the pre-arranged sale of shares to satisfy our tax withholding obligations arising exclusively from the vesting of shares of restricted stock.

The amount of shares to be sold to satisfy our tax withholding obligations under these arrangements is dependent on future events which cannot be known at this time, including the future trading price of our shares.

The expiration date relating to these arrangements is dependent on future events which cannot be known at this time, including the final vesting date of the applicable shares of restricted stock and the officer’s termination of service.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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We have adopted a written code of ethics for directors, officers, including our principal executive and financial officer and our principal accounting officer, and employees, known as the Code of Business Conduct and Ethics.

The Code of Business Conduct and Ethics is available on our website at www.kuraoncology.com under the Corporate Governance section of our Investors & Media page.

The Code of Business Conduct and Ethics is available on our website at www.kuraoncology.com under the Corporate Governance section of our Investors page.

Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report.

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Principal Accoun tant Fees and Services.

The information required by this item will be set forth in the section headed “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement and is incorporated herein by reference.

Exhibit and Financ ial Statement Schedules.

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(Exhibit 4.1)

Warrant to Purchase Stock by Registrant on April 27, 2016 to Oxford Finance LLC.

(Exhibit 4.3)

Form of Warrant Agreement issued by the Registrant on November 2, 2022 to certain Lenders.

8 unchanged sentences

(Exhibit 4.1)

Form of Pre-Funded Warrant.

(Exhibit 4.1)

Registration Rights Agreement, dated January 26, 2024, by and among the Registrant and the persons party thereto.

(Exhibit 10.2)

Incorporated by Reference herein

SEC File/Reg.

Kura Oncology, Inc.

1 unchanged sentence

(Exhibit 99.1)

Incorporated by Reference herein

SEC File/Reg.

Form of Restricted Stock Purchase Agreement and Restricted Stock Purchase Award Notice under the Kura Oncology, Inc.

6 unchanged sentences

(Exhibit 10.4)

License Agreement, dated December 18, 2014, by and between the Registrant and Janssen Pharmaceutica NV.

(Exhibit 10.5)

Patent License Agreement, effective as of December 22, 2014, by and between the Registrant and the Regents of the University of Michigan, as amended on March 3, 2015, July 22, 2015, September 29, 2016, February 1, 2017.

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(Exhibit 10.15)

Amendment No.

1 to License Agreement, dated June 6, 2016, by and between the Registrant and Janssen Pharmaceutica NV.

(Exhibit 10.3)

Sixth Amendment to Patent License Agreement, effective as of August 24, 2017, by and between the Registrant and the Regents of the University of Michigan.

2 unchanged sentences

(Exhibit 10.3)

Office Lease Agreement, dated January 8, 2020, by and between the Registrant and BRE CA Office Owners LLC.

(Exhibit 10.28)

Office Lease Agreement, dated March 24, 2020, by and between the Registrant and East Office Operating Limited Partnership.

(Exhibit 10.5)

First Amendment to Office Lease Agreement, dated May 2, 2020 by and between the Registrant and BRE CA Office Owner LLC.

(Exhibit 10.8)

Incorporated by Reference herein

SEC File/Reg.

Amended and Restated Non-Employee Director Compensation Policy.

Form of International Stock Option Grant Notice, International Stock Option Agreement and International Notice of Exercise under the Kura Oncology, Inc.

Amended and Restated 2014 Equity Incentive Plan.

(Exhibit 10.2)

Second Amendment to Office Lease Agreement, dated October 27, 2020 by and between the Registrant and BRE CA Office Owner LLC.

(Exhibit 10.2)

Amendment to Amended and Restated Executive Employment Agreement, effective as of February 19, 2021, by and between the Registrant and Troy E.

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(Exhibit 10.22)

Executive Employment Agreement, effective as of July 22, 2020, by and between the Registrant and Stephen Dale, M.D.

(Exhibit 10.7)

Amendment to Executive Employment Agreement, effective as of February 22, 2021, by and between the Registrant and Stephen Dale, M.D.

(Exhibit 10.8)

Lease Agreement, dated May 11, 2021, by and between the Registrant and BP3-SD5 5510 Morehouse Drive LLC.

(Exhibit 10.1)

Form of International Restricted Stock Unit Award Grant Notice and International Restricted Stock Unit Award Agreement under the Kura Oncology, Inc.

Amended and Restated 2014 Equity Incentive Plan.

(Exhibit 10.30)

Executive Employment Agreement, effective as of October 18, 2021, by and between the Registrant and Teresa Bair.

(Exhibit 10.31)

Loan and Security Agreement dated as of November 2, 2022 by and between the Registrant and Hercules Capital, Inc.

Loan and Security Agreement dated as of November 2, 2022 by and between the Registrant, Hercules Capital, Inc.

and other banks thereto.

(Exhibit 10.2)

Incorporated by Reference herein

SEC File/Reg.

Executive Employment Agreement, effective as of August 14, 2023, by and between the Registrant and Brian Powl.

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(Exhibit 10.2)

First Amendment to Loan and Security Agreement, dated as of October 2, 2023, by and between the Registrant and Hercules Capital, Inc.

First Amendment to Loan and Security Agreement, dated as of October 2, 2023, by and between the Registrant, Hercules Capital, Inc.

and other banks thereto.

(Exhibit 10.3)

Incorporated by Reference herein

SEC File/Reg.

Sales Agreement, dated November 2, 2023, by and among the Registrant, Leerink Partners LLC and Cantor Fitzgerald & Co.

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and Kyowa Kirin, Inc.

Settlement Agreement, effective as of January 2, 2025, by and between the Registrant and Stephen Dale, M.D.

(Exhibit 10.32)

Third Amended & Restated Executive Employment Agreement, effective as of January 2, 2025, by and between the Registrant and Mollie Leoni, M.D.

(Exhibit 10.34)

Third Amended & Restated Executive Employment Agreement, effective as of January 2, 2025, by and between the Registrant and Francis Burrows, Ph.D.

(Exhibit 10.35)

Lease, effective January 13, 2025, by and between the Registrant and HCP Life Science REIT, Inc.

(Exhibit 10.36)

Co-Promotion and Medical Affairs Agreement, dated June 27, 2025, by and between the Registrant and Kyowa Kirin, Inc.

(Exhibit 10.4)

First Amendment to Lease, dated June 6, 2025, by and between the Registrant and HCP Life Science REIT, Inc.

(Exhibit 10.2)

Second Amendment to Loan and Security Agreement, dated as of October 25, 2025, by and among the Registrant, Hercules Capital, Inc.

and other banks thereto.

(Exhibit 10.2)

Kura Oncology, Inc.

Insider Trading Policy

(Exhibit 19.1)

Consent of Independent Registered Public Accounting Firm.

Incorporated by Reference herein

SEC File/Reg.

Power of Attorney (see signature page).

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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

Incorporated by Reference herein

SEC File/Reg.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS).

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Kura Oncology, Inc.

February 28, 2025

March 5, 2026

Wilson, Ph.D., J.D.

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Chairman of the Board of Directors

February 28, 2025

March 5, 2026

Wilson, Ph.D., J.D.

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Senior Vice President, Finance & Accounting

February 28, 2025

March 5, 2026

(Principal Accounting Officer)

/s/ Helen Collins, M.D.

February 28, 2025

March 5, 2026

Helen Collins, M.D.

/s/ Faheem Hasnain

February 28, 2025

March 5, 2026

Faheem Hasnain

/s/ Thomas Malley

February 28, 2025

March 5, 2026

Thomas Malley

/s/ Diane Parks

February 28, 2025

March 5, 2026

/s/ Carol Schafer

February 28, 2025

March 5, 2026

Carol Schafer

/s/ Mary Szela

February 28, 2025

March 5, 2026

/s/ Michael Vasconcelles, M.D.

February 28, 2025

March 5, 2026

Michael Vasconcelles, M.D.

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Clinical Trial Research and Development Expenses and Accruals

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Matter in Our

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the accounting for accrued third-party clinical trial research and development expenses.

This included management’s assessment of the assumptions and data underlying the accrued third-party clinical trial research and development expenses estimate.

To test the completeness of the Company’s accrued third-party clinical trial research and development expenses, among other procedures, we obtained supporting evidence of the research and development activities performed for significant clinical trials.

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We performed inquiries with clinical project managers to corroborate the status of significant research and development activities.

To test the appropriate measurement of accrued research and development costs, we compared the costs for a sample of transactions against the related invoices and contracts, confirmed amounts incurred to-date with third-party service providers, and performed lookback analyses.

To test the appropriate measurement of accrued clinical trial research and development costs, we compared the costs for a sample of transactions against the related invoices and contracts, confirmed amounts incurred to-date with third-party service providers, and performed lookback analyses.

We also examined a sample of subsequent payments to evaluate the completeness of the accrued third-party clinical trial research and development expenses.

Accounting for the Kyowa Kirin collaboration and license agreement

Description of

The Company’s collaboration revenues are derived from a collaboration and license agreement with Kyowa Kirin Co., Ltd (“the Collaboration and License Agreement”), which primarily includes licensing intellectual property and providing research and development and other commercialization services.

The Company recognized revenue of $53.9 million for the year ended December 31, 2024 and a related contract liability of $278.2 million as of December 31, 2024 related to this agreement.

As discussed in Note 2 of the financial statements, the total consideration related to the Collaboration and License Agreement may include many elements such as non-refundable fees at the inception of the arrangement, cost reimbursements, milestone payments and royalties.

In some circumstances, management is required to use judgment to determine whether analogies to the revenue accounting literature are appropriate for elements of collaboration arrangements.

The Company also develops estimates of the stand-alone selling price for each distinct performance obligation, which involve assumptions that may require significant judgment.

Auditing the Company’s revenue recognition for the Collaboration and License Agreement was complex and required the Company to apply significant judgment, including in the assessment of appropriate authoritative guidance, determination of performance obligations, and the estimation of the standalone selling price of each distinct performance obligation.

The estimates of the standalone selling price for the performance obligations relating to the license, development and commercialization services reflect management’s assumptions, which included forecasted revenues and expenses, expected development timelines, discount rates and probabilities of technical, regulatory and commercial success.

Addressed the

Matter in Our

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s process for the accounting of the Collaboration and License Agreement.

For example, we tested management’s controls over the determination of appropriate authoritative guidance related to the identification of each unit of account and the determination of standalone selling price of each distinct performance obligation.

To test the accounting for revenue from the Collaboration and License Agreement, our audit procedures included, among others, obtaining and reading the Collaboration and License Agreement and evaluating management's identification of significant terms for completeness, including identification of each unit of account, and evaluating the appropriateness of management’s application of authoritative guidance.

To test the estimates of standalone selling price for each distinct performance obligation, our audit procedures included, among others, evaluating management’s estimate of the standalone selling price of each distinct performance obligation.

For example, we evaluated forecasted revenues and expenses, expected development timelines and probabilities of technical, regulatory and commercial success by analyzing and comparing the significant assumptions to relevant industry data, comparable companies and the Company’s communication with its collaboration partner.

We also involved our valuation professionals to assist in the assessment of the methodologies and discount rates used for each distinct performance obligation.

We performed a sensitivity analysis to evaluate the impact that changes in the significant assumptions would have on the estimated standalone selling prices, the allocation of the transaction price, and to revenue recognized during the period.

We also tested the completeness and accuracy of the underlying data used in the valuation of the standalone selling prices including the forecasted revenues and expenses.

/s/ Ernst & Young LLP

1 unchanged sentence

San Diego, California

February 28, 2025

March 5, 2026

KURA ONCOLOGY, INC.

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Short-term investments

Accounts receivable, net

Prepaid expenses and other current assets

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Current liabilities

Accounts payable and accrued expenses

Accounts payable

Accrued expenses and other current liabilities

Current operating lease liabilities

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

Accumulated deficit

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Years Ended December 31,

Product revenue, net

Collaboration revenue

1 unchanged sentence

Operating Expenses

Cost of product sales

Research and development

General and administrative

Selling, general and administrative

Total operating expenses

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Comprehensive Loss

Other comprehensive income (loss)

Unrealized gain (loss) on short-term investments

Other comprehensive income

Unrealized gain on short-term investments

Comprehensive loss

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Issuance of common stock, net of offering costs

Issuance of pre-funded warrants to purchase common stock, net of offering costs

Share-based compensation expense

Issuance of common stock under equity plans

Issuance of warrants in connection with debt facility

Other comprehensive loss

Other comprehensive income

Balance as of December 31, 2023

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Share-based compensation expense

Exercise of pre-funded warrants

Issuance of common stock under equity plans

1 unchanged sentence

Balance as of December 31, 2024

Issuance of common stock, net of offering costs

Issuance of pre-funded warrants to purchase common stock, net of offering costs

Share-based compensation expense

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Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other current assets

Contract liabilities

Accounts payable and accrued expenses

Accounts payable

Accrued expenses and other current liabilities

Operating lease right-of-use and other long-term assets

Other long-term liabilities

Net cash provided by (used in) operating activities

Contract liabilities

Net cash (used in) provided by operating activities

Investing Activities

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Purchases of property and equipment

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Financing Activities

Proceeds from issuances of common stock and pre-funded warrants, net of offering costs

Proceeds from issuance of stock under equity plans

Proceeds from long-term debt

Payment of fees related to issuance of long-term debt

Proceeds from issuances of common stock and pre-funded warrants, net of offering costs

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Interest paid

Supplemental non-cash disclosures

Warrants issued in connection with debt facility

See accompanying notes to financial statements.

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Kura Oncology, Inc.

is a clinical-stage biopharmaceutical company committed to realizing the promise of precision medicines for the treatment of cancer.

Our pipeline consists of small molecule product candidates that target cancer signaling pathways where there is a strong scientific and clinical rationale to improve outcomes and, in general, we intend to pair our product candidates with molecular or cellular diagnostics to identify those patients most likely to respond to treatment.

We are conducting clinical trials of three product candidates:

ziftomenib, KO-2806 and tipifarnib.

We also have additional programs that are at a discovery stage.

We plan to advance our product candidates through a combination of internal development and strategic partnerships while maintaining significant development and commercial rights.

is biopharmaceutical company committed to realizing the promise of precision medicines for the treatment of cancer.

Our diversified pipeline consists of small molecules designed to target cancer signaling pathways and address significant unmet needs in oncology and hematology.

References in these Notes to Financial Statements to “Kura Oncology, Inc.,” “we,” “our” or “us,” refer to Kura Oncology, Inc.

Summary of Significant Accounting Policies

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Specifically, accounts payable and accrued expenses and other current liabilities have been presented as separate line items on the balance sheets.

In addition, the prior period receivable from contracts with collaborators balance has been reclassified to accounts receivable, net on the balance sheets, as described in Note 8, Kyowa Kirin Collaboration and License Agreement.

These reclassifications had no effect on previously reported total current assets, total current liabilities, total liabilities, stockholders’ equity, or net loss.

Use of Estimates

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Our accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which we consider to be in the period in which we determine the accrued interest will not be collected by us.

Accounts Receivable, Net

Accounts receivable, net consists of amounts due primarily from specialty distributors and specialty pharmacies, our customers in the United States, related to sales of KOMZIFTI net of distribution-related deductions, and have standard payment terms.

We analyze accounts that are past due for collectability.

To date, we have not experienced any credit losses with respect to the collection of our accounts receivable and have not recorded an allowance for credit losses as of December 31, 2025.

We have no financial instruments with off balance sheet risk of loss.

Concentration of Credit Risk

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We periodically review and modify these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity.

Employee Retention Credit

Under the Coronavirus Aid, Relief, and Economic Security Act of 2020, or CARES Act, we were eligible to claim the employee retention credit, which is a refundable tax credit against certain employment taxes.

For the year ended December 31, 2023, we recognized $ 2.8 million of employee retention credits related to wages paid to our employees from July 2020 through September 2021 within operating expenses as a reduction to personnel costs in the statements of operations and comprehensive loss.

We filed for the credit with the Internal Revenue Service in the first quarter of 2023.

As of December 31, 2024, an employee retention credit receivable of $ 2.8 million was included within prepaid expenses and other current assets on the balance sheets.

Our receivable from contracts with collaborators, included within accounts receivable, net, is derived from contracts with our collaborators.

We do not typically require collateral from our collaborators.

We continuously monitor payments from collaborators and consider various factors including historical experience, age of the receivable balances, and other current economic conditions or other factors that may affect our collaborators’ ability to pay.

Inventories are valued at the lower of cost or net realizable value.

Cost is determined using the first-in, first-out method for all inventories.

Inventory is comprised of raw materials, work-in-process and finished goods, and includes costs related to third-party contract manufacturing, packaging, freight-in and overhead.

Due to the nature of our supply chain process, inventory that is owned by us is physically stored at third-party logistics providers and contract manufacturers.

Raw and intermediate materials that may be used for either research and development or commercial purposes where the intended use is not yet known are classified as inventory until the material is consumed or otherwise allocated for research and development.

If the material is used or otherwise allocated for research and development, it is expensed as research and development in the period that determination is made.

Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements.

The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand.

If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required.

Increases in the reserve are recorded as cost of product sales.

We classify our inventories based on our historical and anticipated levels of sales;

any inventory in excess of its normal operating cycle is classified as long-term on our balance sheets.

Our normal operating cycle is longer than 12 months.

product candidates that have not been approved by the U.S.

Food and Drug Administration, or the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense.

For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the clinical trial.

Prior to receiving FDA approval, costs related to purchases of the API and the manufacturing of the product candidate, including pre-production design and development activities and process validation activities incurred under long-term supply arrangements, are recorded as research and development expense.

Manufacturing costs incurred after approval and identified for commercial sale are capitalized into inventory.

Fair Value Measurements

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For operating leases with an initial term greater than 12 months, we recognize operating lease right-of-use, or ROU, assets and operating lease liabilities based on the present value of lease payments over the lease term at commencement date.

Operating lease ROU assets are comprised of the lease liability plus any lease payments made and excludes lease incentives.

Operating lease ROU assets are comprised of the lease liability plus any lease payments made and exclude lease incentives.

Lease terms may include options to extend or terminate when we are reasonably certain that the options will be exercised.

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For a modification that is not a separate contract, we reassess the lease classification using the modified terms and conditions and the facts and circumstances as of the effective date of the modification and recognize the amount of the remeasurement of the lease liability for the modified lease as an adjustment to the corresponding operating lease ROU asset.

Product Revenue, Net

We sell KOMZIFTI to specialty distributors and specialty pharmacies, our customers in the United States.

Our customers subsequently resell KOMZIFTI to pharmacies, health care providers and patients.

In accordance with ASC 606, we recognize net product revenues from sales when a customer obtains control of our products, which typically occurs upon delivery to the customer.

Revenues from product sales are recorded at the net sales price, or transaction price, which includes estimates of variable consideration that result from (a) invoice discounts for prompt payment and distribution service fees, (b) government rebates, chargebacks, discounts and fees, (c) product returns and (d) costs of co-pay assistance programs for patients.

Reserves are established for the estimates of variable consideration based on the amounts earned or to be claimed on the related sales.

The reserves are classified as reductions to accounts receivables, net if payable to a customer or accrued liabilities if payable to a third-party.

Where appropriate, we utilize the expected value method to determine the appropriate amount for estimates of variable consideration based on factors such as current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

The amount of variable consideration that is included in the transaction price is constrained and is included in net product revenues only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

Actual amounts of consideration ultimately received may differ from our estimates.

If actual results vary from our estimates, we recognize adjustments to net product revenue in the period in which changes in estimates become known.

A chargeback is the difference between the manufacturer's invoice price to the wholesaler and the wholesaler’s customer's contract price.

The wholesaler tracks these sales and charges back the manufacturer for the difference between the negotiated prices paid between the wholesaler's customers and wholesaler's acquisition cost.

We estimate the percentage of goods sold that are eligible for chargeback and adjust the transaction price for such discount at the time of sale to the customer.

Co-payment Assistance:

Patients who meet certain eligibility requirements may receive co-payment assistance.

We estimate percentage of goods sold that are eligible for co-payment assistance and adjust the transaction price for co-payment assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators.

Distribution Service Fees:

We engage with wholesalers to distribute our products to end customers.

We pay the wholesalers a fee for services such as data reporting, inventory management, chargeback administration, and service level commitment.

We estimate the amount of distribution services fees to be paid to the customers and adjust the transaction price with the amount of such estimate at the time of sale to the customer.

Product Returns:

We provide customers a return credit for all products returned in accordance with the applicable returned goods policy.

Once the product is returned, it is destroyed.

We do not record a right-of-return asset.

We estimate the percentage of product returns and adjust the transaction price for such discount at the time of sale to the customer.

Rebates and Discounts:

We accrue rebates and discounts for contractually agreed-upon arrangements with customers and mandated discounts under government programs such as the Medicaid Drug Rebate Program in the United States.

Our estimates for expected utilization of customer rebates and discounts are based on contractual terms and data received from our customers.

Our estimates for rebates under government programs are based on statutory discount rates and expected utilization, and we adjust the transaction price for such rebates and discounts at the time of sale to the customer.

Collaboration Arrangements

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(iii) determine the transaction price;

(iv) allocate the

transaction price to the performance obligations in the contract;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

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Profit-sharing payments to our customers are generally not for a distinct good or service and, as such, are included as a reduction of the transaction price.

At the inception of arrangements that include variable consideration, we use judgment to estimate the amount of variable consideration to include in the transaction price generally using the most likely amount method.

If it is probable that a significant revenue reversal will not occur, the estimated amount is included in the transaction price.

At the inception of arrangements that include variable consideration, we may be required to exercise significant judgment to estimate the amount of variable consideration to include in the transaction price.

In making such estimates, we generally use the most likely method for milestone payments and the expected value method for other forms of variable consideration.

The amount of variable consideration that is included in the transaction price is only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in future periods.

Milestone payments that are not within our or the licensee’s control, such as regulatory approvals, are not included in the transaction price until those approvals are received.

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For arrangements that include sales-based or usage-based royalties, we recognize revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied.

For arrangements that include cost-share reimbursements or obligations to share profits, we will recognize such payments when control of the related goods or services are transferred to the customer.

Consideration received or invoices issued as stipulated in contracts prior to revenue recognition are recorded as contract liabilities in the accompanying balance sheets, classified as either current or long-term contract liabilities based on our best estimate of when such amounts will be recognized.

Amounts recognized as revenue, but not yet invoiced are generally recognized as contract assets in other current assets in the accompanying balance sheets.

Cost of Product Sales

Cost of product sales consists primarily of direct and indirect costs related to the manufacture of KOMZIFTI for commercial sale, including third-party manufacturing costs, raw material and component costs, packaging services, freight, amortization of capitalized in-licensed costs, and royalties on product sales.

Prior to the FDA approval of KOMZIFTI in November 2025, costs incurred for the manufacture of KOMZIFTI were recorded as research and development expenses, which resulted in zero-cost inventory.

As a result, the cost of product sales related to KOMZIFTI will initially reflect a lower average per unit cost of materials, as previously expensed zero-cost inventory is utilized for commercial production and sold to customers.

Our manufacturing timelines lengthen our operating cycle and delay the transition to inventory produced at commercial cost;

accordingly, we expect the cost of product sales for KOMZIFTI to increase as zero-cost inventories are depleted.

As of December 31, 2025, we had approximately $ 5.2 million in zero-cost inventory remaining and based on our current forecast, we expect zero-cost inventory, including raw materials, to be depleted in the second half of 2030.

We periodically evaluate zero-cost inventory for obsolescence.

This evaluation considers the shelf life of raw materials, work in process, and finished goods as well as estimated sales trends.

As of December 31, 2025, no zero-cost inventory was determined to be obsolete.

Research and Development Expenses

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Historically, we have had no material changes in clinical trial expense that had a material impact on our results of operations or financial position.

We expense all costs as incurred in connection with patent applications, including direct application fees, and the legal and consulting expenses related to making such applications, and such costs are included in general and administrative expenses on the statements of operations and comprehensive loss.

We expense the costs of advertising, including promotional expenses, as incurred.

Subsequent to the FDA approval of our commercial product KOMZIFTI in November 2025, advertising expenses were approximately $ 2.8 million for the year ended December 31, 2025.

We expense all costs as incurred in connection with patent applications, including direct application fees, and the legal and consulting expenses related to making such applications, and such costs are included in selling, general and administrative expenses on the statements of operations and comprehensive loss.

Share-Based Compensation

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As we have reported net loss for the years ended December 31, 2025, 2024 and 2023, dilutive net loss per common share is the same as basic net loss per common share for those periods.

Common stock equivalents outstanding are comprised of stock options, restricted stock units, performance-based restricted stock units, warrants and employee stock purchase plan rights and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

Common stock equivalents outstanding are comprised of stock options, restricted stock units, or RSUs, performance-based restricted stock units, or PSUs, warrants and employee stock purchase plan rights and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

Common stock equivalents outstanding as of December 31, 2025, 2024 and 2023 totaling approximately 18,180,000 , 15,430,000 and 12,642,000 , respectively, were excluded from the computation of dilutive weighted-average shares outstanding because their effect would be anti-dilutive.

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Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance.

We operate in a single industry segment which is the discovery and development of precision medicines for the treatment of cancer.

Wilson, Ph.D., J.D., our president and chief executive officer, who serves as the Chief Operating Decision-Maker , or CODM, reviews the operating results on an aggregate basis and manages the operations as a single operating segment in the U.S.

We operate in a single industry segment which is the discovery, development and commercialization of precision medicines for the treatment of cancer.

Wilson, Ph.D., J.D., our president and chief executive officer , who serves as the Chief Operating Decision-Maker, or CODM, reviews the operating results on an aggregate basis and manages the operations as a single operating segment in the United States.

Recent Accounting Pronouncements

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-07 – Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which improves segment disclosure requirements, primarily through enhanced disclosure requirements for significant segment expenses.

The improved disclosure requirements apply to all public entities that are required to report segment information, including those with only one reportable segment.

We adopted the guidance for the fiscal year ended December 31, 2024.

There was no impact on our reportable segments identified and additional required disclosures have been included in Note 15, Segment Reporting.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures (Topic 740), which improves the transparency of income tax disclosures by requiring disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid.

For each annual period, we will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold

(if the effect of those reconciling items is equal to or greater than 5 % of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

In December 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-09 – Improvements to Income Tax Disclosures (Topic 740), which improves the transparency of income tax disclosures by requiring disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid.

For each annual period, we will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 % of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued.

We plan to adopt the standard on December 31, 2025, and are currently evaluating the effect of the standard on our financial statements.

We adopted this ASU retrospectively on December 31, 2025.

The adoption did not have a material effect on our financial statements, but resulted in expanded financial statement disclosures.

See Note 13, Income Taxes, for further details.

Disaggregation of Income Statement Expenses

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

Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain costs and expenses on an interim and annual basis.

2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The disclosure updates are required to be applied prospectively with the option for retrospective application.

We are currently evaluating the impact of adopting ASU 2024-03.

Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40)

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

Under this guidance, software capitalization will begin when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those periods, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2025-06 .

We invest in available-for-sale securities consisting of U.S.

Treasury securities, money market funds, corporate debt securities, non-U.S.

government debt securities and U.S.

Treasury securities, money market funds and U.S.

Agency bonds.

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Treasury securities

Corporate debt securities

government debt securities

Total short-term investments

Short-term investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary.

As of December 31, 2024 and 2023, short-term investm ents of $ 393.1 million and $ 336.6 million, respectively, had maturities less than one year, short-term investments of $ 97.3 million and $ 50.0 million, respectively, had maturities between one to two years, and short-term investments of $ 12.5 million and zero , respectively, had maturities between two to three years.

As of December 31, 2025 and 2024, short-term investm ents of $ 367.2 million and $ 393.1 million, respectively, had maturities less than one year, short-term investments of $ 135.9 million and $ 97.3 million, respectively, had maturities between one to two years, and short-term investments of $ 15.0 million and $ 12.5 million, respectively, had maturities between two to three years.

Realized gains and losses were de minimis for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2024 and 2023, two available-for-sale securities with a fair market value o f $ 10.0 million and 16 available-for-sale securities with a fair market value of $ 155.2 million, respectively, were in gross unrealized loss positions, no ne and $ 105.0 million of which were in a continuous unrealized loss position for greater than 12 months, respectively.

As of December 31, 2025 and 2024 , six available-for-sale securities with a fair market value o f $ 22.5 million and two available-for-sale securities with a fair market value of $ 10.0 million, respectively, were in gross unrealized loss positions, no ne of which were in a continuous unrealized loss position for greater than 12 months.

We do not intend to sell these available-for-sale securities, and it is not more likely than not that we will be required to sell these securities prior to recovery of their amortized cost basis.

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Unrealized gains and losses that are not credit-related are included in accumulated other comprehensive income (loss).

Accrued interest receivable on available-for-sale securities were $ 3.3 million and $ 1.1 million as of December 31, 2024 and 2023, respectively, which were included in prepaid expenses and other current assets on the balance sheets.

Accrued interest receivable on available-for-sale securities were $ 3.8 million and $ 3.3 million as of December 31, 2025 and 2024, respectively.

We have not written off any accrued interest receivables for the years ended December 31, 2025, 2024 and 2023 .

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Available-for-sale securities consist of money market funds and U.S.

Treasury securities, which are measured at fair value using Level 1 inputs, and corporate debt securities, non-U.S.

government debt securities, and U.S.

Treasury securities, which are measured at fair value using Level 1 inputs, and U.S.

Agency bonds which are measured at fair value using Level 2 inputs.

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Treasury securities

Corporate debt securities

government debt securities

Total short-term investments

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Property and equipment consisted of the following, in thousands:

Laboratory and computer equipment

Leasehold improvements

Laboratory and computer equipment

Furniture and fixtures

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Property and equipment, net

Depreciation expense was $ 0.8 million for each of the years ended December 31, 2024, 2023 and 2022.

Accounts payable and accrued expenses consisted of the following, in thousands:

Accounts payable

Depreciation expense was $ 1.0 million , $ 0.8 million and $ 0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Accrued expenses and other current liabilities consisted of the following, in thousands:

Product revenue allowances

Accrued clinical trial research and development expenses

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Income taxes payable

Total accounts payable and accrued expenses

Total accrued expenses and other current liabilities

Lo ng-Term Debt

On November 2, 2022, we entered into a loan and security agreement, or Loan Agreement, with several banks and other financial institutions or entities party thereto, or collectively Lenders, and Hercules Capital, Inc., or Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders, or in such capacity, Agent, providing for up to $ 125.0 million in a series of term loans, or Term Loans.

Under the terms of the Loan Agreement, we borrowed $ 10.0 million of an initial $ 25.0 million tranche of term loans, or the Tranche 1 Loan.

On September 15, 2023 , the draw period for the remaining $ 15.0 million of the Tranche 1 Loan expired without us drawing down the additional loan.

In March 2024, the draw period for the $ 35.0 million second tranche of Term Loans expired without us drawing down such additional loan and in December 2024, the draw period for the (i) $ 40.0 million third tranche of Term Loans and (ii) $ 25.0 million fourth tranche of Term Loans each expired without us drawing down such additional loans.

No further Term Loans may be drawn under the Loan Agreement.

All of the Term Loans have a maturity date of November 2, 2027 , or the Maturity Date.

Repayment of the Term Loans is interest only through (a) May 1, 2025 , with the satisfaction of the Interest Only Milestone 1 Conditions (as defined in the Loan Agreement), (b) if we satisfy the Interest Only Milestone 2 Conditions (as defined in the Loan Agreement), November 1, 2025 , and (c) if we satisfy the Approval Milestone (as defined in the Loan Agreement), November 1, 2026 .

In November 2022, we entered into a loan and security agreement with several banks and other financial institutions or entities party thereto, or collectively the Lenders, and Hercules Capital, Inc., or Hercules, in its capacity as administrative agent and collateral agent for itself and the Lenders, which was amended in October 2023 and October 2025, or the Loan Agreement, providing for up to $ 125.0 million in a series of term loans, or Term Loans.

Under the terms of the Loan Agreement, we borrowed $ 10.0 million of an initial $ 25.0 million tranche of Term Loans.

The remaining tranches of Term Loans expired without us drawing down such additional loans.

The Term Loans have a maturity date of November 2, 2027 , or the Maturity Date.

Repayment of the Term Loans is interest only through May 1, 2027 .

After the interest-only payment period, borrowings under the Loan Agreement are repayable in monthly payments of principal and accrued interest until the Maturity Date.

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At our option, we may prepay all or any portion of the outstanding Term Loans at any time.

Prepayments made on or prior to the third anniversary of the date of the Loan Agreement will be subject to a prepayment fee equal to 1.50 % of the principal amount being prepaid.

In addition, we paid a facility charge of approximately $ 0.1 million upon closing and an additional approximately $ 0.2 million of facility charges in November 2023 due to the availability of the second tranche of Term Loans.

The Loan Agreement also provides for an end of term fee in an amount equal to the greater of approximately (i) $ 1.5 million (which is 6.05 % of the maximum amount of the first tranche of loans) or (ii) 6.05 % of the aggregate principal amount of loan advances actually made under the Loan Agreement, which fee is due and payable on the earliest to occur of (i) the Maturity Date, (ii) the date we prepay the outstanding loans in full, and (iii) the date that the secured obligations become due and payable.

We paid a facility charge of approximately $ 0.1 million upon closing and an additional approximately $ 0.2 million of facility charges in November 2023 due to the availability of the second tranche of the Term Loans.

The Loan Agreement also contains an end of term fee in an amount equal to approximately $ 1.5 million (which is 6.05 % of the maximum amount of the first tranche of loans), which is due and payable on the earliest to occur of (i) the Maturity Date, (ii) the date we prepay the outstanding loans in full, and (iii) the date that the secured obligations become due and payable.

Our obligations under the Loan Agreement are secured by substantially all of our assets other than our intellectual property, but including proceeds from the sale, licensing or other disposition of our intellectual property.

As part of the Loan Agreement, we are subject to certain negative covenants, which, among other things, prohibit us from selling, transferring, assigning, mortgaging, pledging, leasing, granting a security interest in or otherwise encumbering our intellectual property, subject to limited exceptions.

The Loan Agreement also contains a minimum cash covenant, which commenced on June 1, 2024, requiring us to hold cash in the United States and subject to a first-priority perfected security interest in favor of the Lenders in an amount greater than or equal to (x) 55.0% of the outstanding loan obligations if we have not received FDA approval for ziftomenib, or (y) 35.0% of the outstanding loan obligations if we have received FDA approval for ziftomenib, provided that neither (x) nor (y) will apply at any time our market capitalization is equal to or greater than $ 1,250.0 million.

The Loan Agreement also contains a minimum cash covenant, which commenced on June 1, 2024, requiring us to hold cash in the United States and subject to a first-priority perfected security interest in favor of the Lenders in an amount greater than or equal to 35.0% of the outstanding loan obligations, provided that such cash covenant will not apply at any time our market capitalization is equal to or greater than $ 1,250.0 million.

Additionally, the Loan Agreement contains minimum cash requirements in the event of (i) any Corporate Collaborations (as defined in the Loan Agreement) or (ii) any cash payment in respect of permitted convertible debt subject to the satisfaction of the Redemption Conditions (as defined in the Loan Agreement).

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The initial tranche 1 borrowing of $ 10.0 million and the warrants issued upon closing to purchase 26,078 shares of our common stock are accounted for as freestanding debt and equity financial instruments, respectively, as they are legally detachable and separately exercisable.

In connection with the Loan Agreement, we recognized the initial 26,078 issued warrants at their relative fair value of approximately $ 0.3 million, and we incurred debt issuance costs of $ 0.6 million, which were recorded as debt discounts.

In connection with the Loan Agreement, we recognized the initial issued Warrants to purchase 26,078 shares of our common stock at their relative fair value of approximately $ 0.3 million, and we incurred debt issuance costs of $ 0.6 million, which were recorded as debt discounts.

The fair value of the Warrants, debt issuance costs and end of term fee are being amortized and accreted into interest expense using the effective interest rate method over the term of the loan.

As of December 31, 2025, no ne of the Warrants had been exercised.

The following table summarizes maturities of principal obligation payments under the term loan facility as of December 31, 2024, in thousands:

Years Ending December 31,

Total principal outstanding

unamortized discounts

Long-term debt, net

As of December 31, 2025, the long-term debt, net balance of approximately $ 9.7 million represents $ 10.0 million principal obligation under the term loan facility, which matures in 2027, net of $ 0.3 million of unamortized discounts.

License Agreements

The University of Michigan License Agreement

In December 2014 , we entered into a license agreement with the Regents of the University of Michigan, or the University of Michigan, which was amended in March 2015, July 2015, September 2016, February 2017, May 2017 and August 2017, under which we received certain license rights for a non-refundable upfront license, annual maintenance fees and payments upon achievement of certain development and sales-based milestones.

The licensed asset consists of several compounds, including our development candidate ziftomenib.

In December 2014 , we entered into a license agreement with the Regents of the University of Michigan, or the University of Michigan, which was most recently amended in August 2017, under which we received certain license rights in exchange for a non-refundable upfront license fee, annual maintenance fees and payments upon achievement of certain development and sales-based milestones.

The licensed asset consists of several compounds, including ziftomenib.

As between us and the University of Michigan, all future development, regulatory and commercial work on the asset will be completed fully and at our sole expense.

The University of Michigan retains the right to use the asset for non-commercial research, internal and/or educational purposes, with the right to grant the same limited rights to other non-profit research institutions.

The University of Michigan retains the right to use certain licensed compounds for non-commercial research, internal and/or educational purposes, with the right to grant the same limited rights to other non-profit research institutions.

The agreement will terminate upon the last-to-expire patent rights, or may be terminated by us at any time with 90 days written notice of termination or terminated by the University of Michigan upon a bankruptcy by us, payment failure by us that is not cured within 30 days or a material breach of the agreement by us that is not cured within 60 days .

Janssen License Agreement

In December 2014 , we entered into a license agreement with Janssen which was amended in June 2016, under which we received certain intellectual property rights related to tipifarnib in all indications other than virology for a non-refundable $ 1.0 million upfront license fee and payments upon achievement of certain development and sales-based milestones.

Tipifarnib is a clinical-stage compound and all ongoing development, regulatory and commercial work will be completed fully and at our sole expense.

The agreement will terminate upon the last-to-expire patent rights or last-to-expire royalty term, or may be terminated by us with 180 days written notice of termination.

Either party may terminate the agreement in the event of material breach of the agreement that is not cured within 45 days.

Janssen may also terminate the agreement due to our lack of diligence that is not cured within a three-month period.

Payments under License Agreements

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Additional payments will be due for each subsequent indication if specified regulatory approvals are achieved.

For the year ended December 31, 2024, we incurred sublicense fees of $ 4.8 million.

Furthermore, if all the programs are successfully commercialized, we will be required to pay sublicense fees and tiered royalties on annual net product sales ranging from the low single digits to the low teens, depending on the volume of sales and the respective agreement.

F or the year ended December 31, 2025, we incurred sublicense fees of $ 5.0 million.

As of December 31, 2025, we have paid milestone payments tot aling $ 1.4 million and incurred sublicense fees totaling $ 9.8 million .

Furthermore, if all the programs are successfully commercialized, we will be required to pay tiered royalties on annual net product sales ranging from the low single digits to the low teens, depending on the volume of sales and the respective agreement.

For the year ended December 31, 2025, we incurred royalties of approximately $ 0.1 million related to the product sales of KOMZIFTI.

Kyowa Kirin Collaboration and License Agreement

On November 20, 2024, we and Kyowa Kirin Co., Ltd.

and Kyowa Kirin, Inc., or together Kyowa Kirin, entered into a Collaboration and License Agreement, or the Kyowa Agreement, to develop and commercialize globally our product candidate, ziftomenib, a potent, selective oral menin inhibitor, for the treatment, diagnosis and prevention of patients with acute myeloid leukemia, or AML, and other hematologic malignancies, and if Kyowa Kirin exercises the Field Expansion Option (as defined below), the treatment, diagnosis and prevention of all cancers, or collectively the Field.

We will lead all development, manufacturing, and regulatory activities and commercial strategy development for ziftomenib in the United States based on a development plan and budget mutually agreed upon with Kyowa Kirin and under the oversight of a joint steering committee and applicable subcommittees.

In accordance with the development plan, we plan to conduct multiple phase 2 and phase 3 clinical trials of ziftomenib, as a monotherapy and in combination with other therapies, in AML and other hematologic malignancies over the next several years.

The activities required by the development plan will be allocated to and conducted by both us and Kyowa Kirin.

We will fund the specified development activities set forth in the initial development plan that are planned to be conducted prior to the end of 2028, and we will share with Kyowa Kirin equally (50/50) all development costs for all other development activities in the United States that are to be included in the development plan, including clinical trials and post-marketing commitments that are reasonably necessary for obtaining or maintaining regulatory approval of ziftomenib in the United States, or Development Services.

In addition, we will conduct certain specified development and manufacturing activities outside the scope of the development plan at our sole cost and expense.

Following regulatory approval, we will commercialize and record sales of ziftomenib in the United States, and Kyowa Kirin will have the right and responsibility to co-promote ziftomenib for up to a certain percentage of the details in the United States.

In collaboration with Kyowa Kirin, we will perform commercialization activities, or Commercialization Services, in accordance with a co-created U.S.

territory commercialization plan and budget.

The parties will share equally all costs and expenses for, and profits or losses from, the commercialization of ziftomenib in the United States.

Kyowa Kirin will lead development, regulatory activities and commercialization for ziftomenib outside of the United States and will be solely responsible for the conduct and funding of such activities that are specific to the exploitation of ziftomenib outside of the United States.

and Kyowa Kirin, Inc., or together Kyowa Kirin, entered into a collaboration and license agreement, or the Kyowa License Agreement, to develop and commercialize globally our product candidate, ziftomenib, a potent, selective oral menin inhibitor, for the treatment, diagnosis and prevention of acute myeloid leukemia, or AML, and other hematologic malignancies, and if Kyowa Kirin exercises the Field Expansion Option (as defined below), the treatment, diagnosis and prevention of all cancers, or collectively the Field.

We concluded that there were four distinct performance obligations under the Kyowa License Agreement:

the Rest-of-World License, Development Services related to monotherapy, Development Services for combination therapies and Commercialization Services.

Each of the four distinct performance obligations is defined below.

Development Services (inclusive of both monotherapy and combination therapies):

We have the right and responsibility to lead development, manufacturing, and regulatory activities for ziftomenib in the United States under the oversight of a joint

steering committee and applicable subcommittees.

In accordance with the development plan and budget mutually agreed upon with Kyowa Kirin, or Development Plan, we are conducting multiple clinical trials of ziftomenib, as a monotherapy and in combination with other therapies, in AML and other hematologic malignancies to support regulatory approvals of ziftomenib in the United States.

We and Kyowa Kirin will continue to conduct the activities required by the Development Plan as allocated to us by such plan.

We are responsible for funding the specified development activities set forth in the initial Development Plan that are planned to be conducted prior to the end of 2028, and we will share with Kyowa Kirin equally (50/50) all development costs for all other development activities in the United States that are included in the Development Plan, including clinical trials and post-marketing commitments that are reasonably necessary for obtaining or maintaining regulatory approval of ziftomenib in the United States, or Development Services.

In addition, we may conduct certain specified development and manufacturing activities outside the scope of the Development Plan at our sole cost and expense.

Commercialization Services:

We and Kyowa Kirin share rights and responsibilities to commercialize KOMZIFTI in the United States in accordance with a co-created U.S.

territory commercialization plan and budget, or Commercialization Services.

We book sales of KOMZIFTI and the parties will share equally all profits or losses from, the commercialization of KOMZIFTI in the United States.

In June 2025, we entered into a co-promotion and medical affairs agreement with Kyowa Kirin, Inc., or the Kyowa Co-Promotion Agreement, to co-promote and perform medical affairs activities with respect to KOMZIFTI for the treatment of patients with AML and other hematologic malignancies in the United States, and solely if Kyowa Kirin exercises its field expansion option under the Kyowa License Agreement, all approved indications for ziftomenib in the United States that are licensed under the Kyowa License Agreement.

The Kyowa Co-Promotion Agreement was determined to be a separate contract from the Kyowa License Agreement for purposes of revenue recognition and reporting.

We are responsible for the global manufacture and supply of ziftomenib necessary for the development and commercialization activities described above, pursuant to the terms of a clinical supply agreement entered into with Kyowa Kirin Co., Ltd.

effective as of March 31, 2025, or the Kyowa Clinical Supply Agreement, which was determined to be a separate contract from the Kyowa License Agreement for purposes of revenue recognition and reporting.

Kyowa Kirin has the right to request that we conduct a manufacturing technology transfer and to take over the responsibility for the manufacture of commercial supply of ziftomenib outside the United States.

Rest-of-World License:

Kyowa Kirin has the right and responsibility to lead commercial strategy and to commercialize and book sales of ziftomenib outside of the United States and is solely responsible for the conduct and funding of such activities that are specific to the exploitation of ziftomenib outside of the United States.

Following regulatory approval, Kyowa Kirin will be solely responsible for the conduct and funding of commercialization of ziftomenib outside of the United States (including recording sales).

Kyowa Kirin is required to use commercially reasonable efforts to conduct the development of ziftomenib outside the United States in accordance with an ex-U.S.

territory development plan, to achieve the development milestone events outside the United States that entitle us to receive corresponding development milestone payments, and to commercialize ziftomenib in each country outside of the United States where it has received regulatory approval.

territory development plan, including to conduct such development with the objective to achieve the development milestone events outside the United States that entitle us to receive corresponding development milestone payments, and to commercialize ziftomenib in each country outside of the United States where it has received regulatory approval.

Development and commercialization activities outside of the United States will also be under the oversight of the joint steering committee and applicable subcommittees.

We will be responsible for the global manufacture and supply of ziftomenib necessary for the development and commercialization activities described above, pursuant to the terms of a supply agreement to be negotiated by the parties.

Kyowa Kirin has the right to request that we conduct a manufacturing technology transfer and to take over the responsibility of commercial supply of ziftomenib outside the United States.

We granted Kyowa Kirin an exclusive license to enable or allow Kyowa Kirin to develop, manufacture, and commercialize ziftomenib within the Field outside of the United States, or the License.

We granted Kyowa Kirin an exclusive license to enable or allow Kyowa Kirin to develop, manufacture, and commercialize ziftomenib within the Field outside of the United States, or the ROW License.

We also granted Kyowa Kirin rights to fulfill their responsibilities related to the Development Services and Commercialization Services as part of the joint development and commercialization of ziftomenib in the United States.

In addition, Kyowa Kirin has an option to expand the licensed Field to include the development and commercialization of ziftomenib, or Field Expansion Option, which option can be exercised within a specified time period after receipt of clinical data from the planned proof-of-concept study evaluating ziftomenib and imatinib in patients with advanced gastrointestinal stromal tumors, or GIST, who are not successfully treated with imatinib.

In addition, Kyowa Kirin has an option to expand the licensed Field, or Field Expansion Option, to include the development and commercialization of ziftomenib in gastrointestinal stromal tumors, or GIST, and other solid tumor indications, which option can be exercised within a specified time period after receipt of clinical data from the planned proof-of-concept study evaluating ziftomenib and imatinib in patients with advanced GIST who are not successfully treated with imatinib.

After Kyowa Kirin’s exercise of the Field Expansion Option, the Field would include the treatment, diagnosis and prevention of all cancers, including GIST and other solid tumors.

In exchange for the License and Kyowa Kirin’s rights to participate in the development and commercialization activities described above, we received an upfront payment of $ 330.0 million.

In exchange for the ROW License and Kyowa Kirin’s rights to participate in the development and commercialization activities described above, we received an upfront payment of $ 330.0 million.

We are eligible to receive, if Kyowa Kirin exercises the Field Expansion Option, up to an aggregate of $ 1.161 billion in development, regulatory, commercial milestone and additional upfront payments for the existing Field and the expanded Field, totaling up to $ 1.491 billion in upfront and milestone payments in the aggregate.

We are also eligible to receive tiered double-digit royalties on sales of ziftomenib outside of the United States on a country-by-country basis until the latest of expiration of the last-to-expire valid claim of our patent rights licensed to Kyowa Kirin in such country, expiration of the last-to-expire regulatory exclusivity in such country and ten years after first commercial sale in such country, or the Royalty Term.

The Kyowa Agreement will remain in effect in the United States until the latest of expiration of all valid claims of our patent rights licensed to Kyowa Kirin, expiration of the last-to-expire regulatory exclusivity or ten years after first commercial sale.

The Kyowa Agreement will remain in effect outside the United States until the expiration of the last-to-expire Royalty Term.

Either party may terminate the Kyowa Agreement for uncured material breach by or insolvency of the other party.

Kyowa Kirin may terminate the Agreement for convenience upon twelve months’ prior written notice.

In addition, Kyowa Kirin has the right to terminate the Kyowa Agreement with a shorter specified notice period upon the occurrence of a material adverse regulatory event or certain other specified events.

We may terminate the Kyowa Agreement if Kyowa Kirin or any of its affiliates or sublicensees challenges the validity or enforceability of any of the patent rights licensed to Kyowa Kirin by us.

Based on our analysis of the key terms and activities required by the Kyowa Agreement summarized above and given the involvement by both parties, we assessed the criteria under Topic 808 and concluded that both parties participate in a joint operating activity, are active participants, and are exposed to significant risks and rewards dependent on the commercial success of the activities.

Therefore, the Kyowa Agreement was determined to be within the scope of Topic 808.

We evaluated each of the required promised goods and services and determined the Kyowa Agreement contains multiple units of account comprised of the License, Development Services related to monotherapy and in combination with other therapies, and Commercialization Services.

The License is a unit of account under the scope of Topic 606 as it is reflective of a typical vendor-customer relationship, while the Development Services and Commercialization Services are under the scope of Topic 808 due to the joint participation in the services being performed and these services not being reflective of a typical vendor-customer relationship.

The Kyowa License Agreement will remain in effect in the United States until the latest of expiration of all valid claims of our patent rights licensed to Kyowa Kirin, expiration of the last-to-expire regulatory exclusivity or ten years after first commercial sale.

The Kyowa License Agreement will remain in effect outside the United States until the expiration of the last-to-expire Royalty Term.

Either party may terminate the Kyowa License Agreement for uncured material breach by or insolvency of the other party.

Kyowa Kirin may terminate the Kyowa License Agreement for convenience upon 12 months’ prior written notice.

In addition, Kyowa Kirin has the right to terminate the Kyowa License Agreement with a shorter specified notice period upon the occurrence of a material adverse regulatory event or certain other specified events.

We may terminate the Kyowa License Agreement if Kyowa Kirin or any of its affiliates or sublicensees challenges the validity or enforceability of any of the patent rights licensed to Kyowa Kirin by us.

Based on our analysis of the key terms and activities required by the Kyowa License Agreement summarized above and given the involvement by both parties, we assessed the criteria under Topic 808 and concluded that both parties participate in a joint operating activity, are active participants, and are exposed to significant risks and rewards dependent on the commercial success of the activities.

Therefore, the Kyowa License Agreement was determined to be within the scope of Topic 808.

We evaluated each of the required promised goods and services and determined the Kyowa License Agreement contains multiple units of account comprised of the ROW License, Development Services related to monotherapy and in combination with other therapies, and Commercialization Services.

The ROW License is a unit of account under the scope of Topic 606 as it is reflective of a typical vendor-customer relationship, while the Development Services and Commercialization Services are under the scope of Topic 808 due to the joint participation in the services being performed and these services not being reflective of a typical vendor-customer relationship.

However, we determined that Topic 606 was the most appropriate accounting model to apply by analogy to the recognition and measurement of these units of account.

We determined the upfront fixed payment amount of $ 330.0 million should be included in the transaction price.

All variable consideration related to milestones has been fully constrained due to development, regulatory, or other factors that caused us to determine that it was not probable that a significant reversal of revenue would not occur at the contract inception date and as of December 31, 2024.

We will recognize any royalties or sales-based milestones related to the License granted to Kyowa Kirin when the associated sales occur, and relevant sales-based thresholds are met.

As of December 31, 2025, we determined the transaction price to be $ 592.6 million, comprised of the $ 330.0 million upfront fixed payment, $ 240.0 million in unconstrained milestones and $ 22.6 million of profit and loss sharing payments received or expected to be received .

All other variable consideration related to milestones have been fully constrained due to development, regulatory, or other factors that caused us to determine that it was not probable that a significant reversal of revenue would not occur as of December 31, 2025.

We will recognize any royalties or sales-based milestones related to the ROW License granted to Kyowa Kirin when the associated sales occur, and relevant sales-based thresholds are met.

As of December 31, 2025, no royalties or sales-based milestones have been recognized.

We allocated the transaction price comprised of the upfront fixed payment to each unit of account based on their relative stand-alone selling price.

We allocated the transaction price to each performance obligation based on their relative stand-alone selling price.

Variable consideration that relates specifically to our efforts to satisfy specific performance obligations, such as certain milestones, is allocated entirely to those performance obligations.

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We are entitled to cost-sharing reimbursements from Kyowa Kirin for certain development and commercialization activities we perform and determined that such reimbursements are specifically related to our efforts to satisfy the respective performance obligations while satisfying the overall allocation objective required by Topic 606.

We recognized revenue allocated to the License at a point in time and upon transfer in November 2024, resulting in $ 49.8 million of revenue for the year ended December 31, 2024.

The consideration allocated to the Development Services for monotherapy and in combination with other therapies was $ 12.6 million and $ 90.2 million, respectively, and to Commercialization Services was $ 177.4 million.

The allocated consideration is being recognized over time using a cost-to-cost measure of progress.

As of December 31, 2025, the remaining unrecognized consideration allocated to the Development Services for monotherapy was $ 34.3 million, to the Development Services in combination with other therapies was $ 167.0 million, and to the Commercialization Services was $ 272.6 million.

The Development Services and Commercialization Services include variable consideration at inception, which requires us to exercise significant judgment to estimate the amount of variable consideration to include in the transaction price.

In making such estimates, we generally use the most likely method for milestone payments and the expected value method for other forms of variable consideration.

Milestone payments that are not within our or the licensee’s control, such as regulatory approvals, are not included in the transaction price until those approvals are received.

At the end of each reporting period, we re-evaluate estimated variable consideration included in the transaction price and any related constraint and, as necessary, we adjust our estimate of the overall transaction price.

Any adjustments are recorded on a cumulative catch-up basis, which affects revenues and earnings in the period of adjustment.

As of December 31, 2025, based on management’s re-evaluation of estimated variable consideration under the expected value method, including consideration of the FDA’s approval of KOMZIFTI in November 2025 and forecasted profit and loss sharing related to our Commercialization Services, $ 250.0 million of consideration allocated to Commercialization Services and $ 22.6 million of profit and loss sharing payments received or expected to be received from Kyowa Kirin were constrained, and included in long-term contract liabilities on the balance sheets.

For the years ended December 31, 2025 and 2024, we recognized $ 20.4 million and $ 49.8 million, respectively, of revenue allocated to the ROW License at a point in time.

The allocated consideration related to the Development Services performance obligations is being recognized over time using a cost-to-cost measure of progress.

We estimated the total cost expected to perform the required activities and measured the progress towards completion of each of these obligations at the reporting period.

For the year ended December 31, 2024, we recognized $ 0.8 million of revenue from Development Services for monotherapy, $ 0.5 million of revenue from Development Services in combination with other therapies, and $ 0.7 million of revenue from Commercialization Services.

For the year ended December 31, 2024, we also recognized $ 2.1 million of revenue from cost-share reimbursements owed to us by Kyowa Kirin, and the related receivable was included in prepaid expenses and other current assets on the balance sheet as of December 31, 2024.

As of December 31, 2024, the contract liability amount of $ 278.2 million represents the aggregate transaction price allocated to performance obligations that are unsatisfied under the Kyowa Agreement, $ 24.3 million was classified as current contract liabilities, which represents the portion of the Development Services and Commercialization Services expected to be provided over the next year, and the remaining contract liability balance of $ 253.9 million was classified as long-term contract liabilities.

For the years ended December 31, 2025 and 2024, we recognized $ 28.0 million and $ 0.5 million of revenue from Development Services for monotherapy, respectively.

For the years ended December 31, 2025 and 2024, we recognized $ 19.3 million and $ 0.8 million of revenue from Development Services in combination with other therapies, respectively.

For the year ended December 31, 2025, we also recognized $ 0.5 million of revenue pursuant to services performed under the Kyowa Clinical Supply Agreement.

As of December 31, 2025, the contract liability amount of $ 473.9 million represents the aggregate transaction price allocated to performance obligations that are unsatisfied under the Kyowa License Agreement or constrained based on our assessments under the expected value method, $ 49.0 million was classified as current contract liabilities, which represents the portion of the Development Services expected to be provided over the next year, and the remaining contract liability balance of $ 424.9 million was classified as long-term contract liabilities.

As of December 31, 2024, the contract liability amount of $ 278.2 million represented the aggregate transaction price allocated to performance obligations that are unsatisfied under the Kyowa License Agreement, of which $ 24.3 million was classified as current contract liabilities, and $ 253.9 million was classified as long-term contract liabilities.

As of December 31, 2025 and 2024, $ 6.4 million and $ 2.1 million of receivables from contracts with collaborators for profit and loss sharing with Kyowa Kirin, was included within accounts receivable, net on the balance sheets, respectively .

Commitments and Contingencies

Operating Leases

We currently have three operating leases for administrative and research and development office and lab space in San Diego, California and Boston, Massachusetts that expire between August 2025 and July 2031 .

Under the terms of the operating leases, we are required to pay our proportionate share of property taxes, insurance and normal maintenance costs.

Two of our leases include renewal options for an additional five years , which were not included in the determination of the ROU asset or lease liability as the renewal was not reasonably certain at the inception of the lease.

Our San Diego corporate headquarters lease and our San Diego lease for lab and office space provided for $ 1.0 million and $ 0.1 million, respectively, in reimbursements for allowable tenant improvements, which effectively reduced the total lease payments owed.

In August 2023, we entered into an amendment to the lease agreement for office space in Boston, Massachusetts, or the Amendment, pursuant to which the term of the lease was extended by seven years , or the Extended Term, such that the lease will now expire in July 2031.

The minimum rent payable during the Extended Term was approximately $ 0.1 million per month for the first year, which amount increases by 2 % per year over the Extended Term.

The Amendment provided (i) a rent credit in the amount of approximately $ 0.5 million which was applied as a credit against the rent payments due for the months of August 2023 through July 2024, inclusive, and (ii) a tenant improvement allowance in an amount not to exceed approximately $ 0.8 million, in each case subject to certain conditions.

We elected to apply the tenant improvement allowance as a credit against the rent payments due for the months of August 2024 through March 2025, inclusive.

Prior to the Amendment, we were required to maintain a standby letter of credit of approximately $ 0.2 million during the term of the lease.

Under the terms of the Amendment, we are required to maintain a cash deposit of approximately $ 0.2 million during the term of the lease which was included within other long-term assets in the balance sheets.

We currently have two operating leases for administrative and research and development office and lab space in San Diego, California and Boston, Massachusetts that expire between July 2031 and May 2033 .

Under the terms of the operating leases, as each may be amended from time to time, we are required to pay our proportionate share of property taxes, insurance and normal maintenance costs.

Both of our leases include renewal options for an additional five years , which were not included in the determination of the ROU asset or lease liability as the renewal was not reasonably certain at the inception of the lease.

Our Boston lease provided for $ 1.4 million in reimbursements for allowable tenant improvements and rent credits, which effectively reduced the total lease payments owed.

Our San Diego research and development, lab, and principal executive office space lease entered into in January 2025 and amended in June 2025 provides (i) $ 2.4 million in rent credits, and (ii) a $ 6.2 million tenant improvement allowance expected to be received in the first half of 2026.

The leases are also subject to additional variable charges for common area maintenance, property taxes, property insurance and other variable costs.

Variable charges were not included in the measurement of our operating lease ROU assets.

Maturities of our lease liabilities as of December 31, 2025 are as follows, in thousands:

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imputed interest

tenant improvement allowance reimbursements yet to be received

Total operating lease liabilities

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Total cash paid for amounts included in the measurement of operating lease liabilities, net of tenant improvement reimbursements, was $ 0.9 million, $ 1.5 million and $ 2.1 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

Operating lease ROU assets obtained in exchange for operating lease liabilities were $ 4.7 million for the year ended December 31, 2023.

There were no operating lease ROU assets obtained in exchange for operating liabilities for the years ended December 31, 2024 and 2022.

Operating lease ROU assets obtained in exchange for operating lease liabilities were $ 2.7 million and $ 4.7 million for the years ended December 31, 2025 and 2023, respectively.

There were no operating lease ROU assets obtained in exchange for operating liabilities for the years ended December 31, 2024.

Total operating lease expense and rent expense for the years ended December 31, 2025, 2024 and 2023 was approximately $ 3.1 million, $ 1.9 million and $ 2.0 million, respectively.

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Net proceeds from the Private Placement, after deducting expenses, were approximately $ 145.8 million.

The common stock and pre-funded warrants met the accounting standards guidance for equity classification, and proceeds were allocated between common stock and pre-funded warrant based on their relative fair value.

As of December 31, 2024, pre-funded warrants to purchase 559,424 of such shares of common stock had been exercised and 6,759,462 remained outstanding.

As of December 31, 2025, pre-funded warrants to purchase 6,902,036 of such shares of common stock from the Private Placement had been exercised and 416,850 remained outstanding.

In November 2023, we entered into a Sales Agreement with Leerink Partners LLC and Cantor Fitzgerald & Co., or the ATM Facility, under which we may offer and sell, from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $ 150.0 million.

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Net proceeds from the public offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $ 93.6 million.

As of December 31, 2024, pre-funded warrants to purchase 860,869 of such shares of common stock had been exercised and 2,173,913 remained outstanding.

On January 16, 2025, the remaining 2,173,913 pre-funded warrants were exercised.

In November 2022, we entered into a securities purchase agreement with Bristol-Myers Squibb Company, or BMS, pursuant to which BMS purchased an aggregate of 1,370,171 shares of our common stock at a purchase price of approximately $ 18.25 per share, for gross proceeds of approximately $ 25.0 million.

As of December 31, 2025, no ne of the pre-funded warrants from the public offering remained outstanding.

In November 2022, in connection with the Loan Agreement, we issued warrants to certain of the Lenders to purchase up to 26,078 shares of our common stock at an exercise price of $ 14.38 per share, which remained outstanding as of December 31, 2025.

In February 2022, we entered into a Sales Agreement with SVB Securities LLC, Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co., or the 2022 Sales Agreement, under which we could offer and sell, from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $ 150.0 million.

We did not sell any shares of our common stock under the 2022 Sales Agreement.

In November 2023, we terminated the 2022 Sales Agreement.

In connection with a loan and security agreement with Oxford Finance LLC and Silicon Valley Bank in 2016, we issued a warrant to Oxford Finance LLC to purchase up to 33,988 shares of our common stock at an exercise price of $ 3.31 per share, which remained outstanding as of December 31, 2025.

In February 2026, Oxford Finance LLC exercised its warrant to purchase 33,988 shares of common stock in a cashless exercise resulting in the issuance of 20,318 shares of our common stock.

Share-Based Compensation

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Inducement Option Plan

In December 2023, our board of directors adopted the 2023 Inducement Option Plan, which was most recently amended in December 2024, or Inducement Plan, to increase the shares available for future grant by 1,900,000 shares.

In December 2023, our board of directors adopted the 2023 Inducement Option Plan, which was most recently amended in October 2025, or Inducement Plan, to increase the shares available for future grant by 750,000 shares.

The terms and conditions of the Inducement Plan are substantially similar to our 2014 Plan.

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The ESPP permits eligible employees to purchase our common stock at a discount through payroll deductions during defined six-month offering periods.

Eligibl e employees may elect to withhold up to 15 % of their base earnings to purchase shares of our common stock at a price equal to 85 % of the fair market value on the first day of the offering period or the purchase date, whichever is lower.

As of December 31, 2025, we had issued 576,728 s hares of common stock, and 327,697 s hares of common stock were reserved for future issuance under the ESPP.

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Restricted Stock Unit Awards

Restricted stock unit awards, or RSUs, are share awards that, upon vesting, will deliver to the holder shares of our common stock.

RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock.

The RSUs generally vest annually over four years .

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Outstanding as of December 31, 2025

Expected to vest as of December 31, 2024

As of December 31, 2025, unrecognized estimated compensation expense related to RSUs was $ 11.0 million, which is expected to be recognized over the weighted-average remaining requisite service period of approximately 2.4 years.

Performance-Based Restricted Stock Unit Awards

In May 2023, upon approval by our stockholders of our amended 2014 Plan, we granted an aggregate of 1,313,100 performance-based restricted stock units, or PSUs, to certain executives.

The PSUs vest in six equal tranches upon the achievement of certain milestones and service conditions.

As of December 31, 2024, we determined that the vesting of the PSUs was not probable and therefore have not included them in share-based compensation expense or unrecognized estimated compensation expense.

PSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock.

The PSUs generally vest in six equal tranches upon the achievement of certain milestones and service conditions.

The following is a summary of PSU activity for the year ended December 31, 2025, in thousands (except per share and years data):

Weighted Average

Outstanding as of December 31, 2024

Outstanding as of December 31, 2025

As of December 31, 2025 , unrecognized estimated compensation expense related to the vested PSUs was $ 1.3 million, which is expected to be recognized over the weighted-average remaining requisite service period of approximately 0.8 years.

As of December 31, 2025, the vesting of PSUs covering 436,667 shares of common stock were determined to not be probable and have not been included in share-based compensation expense or unrecognized estimated compensation expense.

Share-Based Compensation Expense

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Research and development

General and administrative

Selling, general and administrative

Total share-based compensation expense

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3.8 % — 4.3 %

4.4 % — 5.4 %

Expected dividend yield

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The expected dividend yield of zero reflects that we have not paid cash dividends since inception and do not intend to pay cash dividends in the foreseeable future.

Related Party Transactions

Our president and chief executive officer is also the sole managing member and a significant stockholder of Araxes Pharma LLC, or Araxes.

We had a management services agreement with Araxes pursuant to which Araxes paid us monthly fees for management services calculated based on costs incurred by us in the provision of services to Araxes, plus a reasonable mark-up.

For the years ended December 31, 2024, 2023 and 2022, we recorded management fee income of approximate ly $ 0.1 million each year, which is included in interest and other income, net on the statements of operations and comprehensive loss.

In addition, the agreement allowed for Araxes to reimburse us an amount equal to the number of full-time equivalents performing research and development services for Araxes, plus actual expenses as reasonably incurred.

For the years ended December 31, 2024 , 2023 and 2022, we did no t record any reimbursements for research and development expenses provided to Araxes.

The management services agreement with Araxes was terminated on December 31, 2024.

Employee Benefit Plan

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Under the terms of the plan, employees may make voluntary contributions as a percentage or defined amount of compensation.

For the year ended December 31, 2025, we provided a matching contribution of up to 5 % of eligible employees' compensation, subject to plan terms and limitations.

For the years ended December 31, 2024 and 2023, we provided a safe harbor contribution of 5 % and 4 %, respectively, of the employee’s compensation, not to exceed eligible limits.

For the years ended December 31, 2024, 2023 and 2022, we incurred approximately $ 1.9 million, $ 1.5 million and $ 1.2 million, respectively, in expenses related to the safe harbor contribution.

For the year ended December 31, 2024, we recorded current Federal and state tax provisions of $ 1.8 million and $ 0.2 million, respectively.

For the years ended December 31, 2023 and 2022 we did no t record a provision for income taxes due to a full valuation against our deferred taxes.

Our effective income tax rate differs from the statutory federal rate of 21 % for the years ended December 31, 2024, 2023 and 2022, due to the following, in thousands:

For the years ended December 31, 2025, 2024, and 2023 , we incurred approximately $ 2.9 million, $ 1.9 million, and $ 1.5 million, respectively, in expenses related to the 401(k) contribution.

For financial reporting purposes, income before income taxes includes the following components for the years presented , in thousands:

Years Ended December 31,

Loss before income taxes

For the year ended December 31, 2025, we recorded no current federal tax provision, and state tax provisions of $ 0.3 million.

For the year ended December 31, 2024, we recorded a current federal and state tax provision of $ 1.8 million and $ 0.3 million, respectively.

For the year ended December 31, 2023, we did no t record a provision for income taxes due to a loss and a full valuation against our deferred taxes.

Pursuant to the disclosure requirements of ASU 2023-09, our effective income tax rate differs from the statutory federal rate of 21 % for the years ended December 31, 2025, 2024, and 2023 due to the following, in thousands:

Years Ended December 31,

Income taxes at statutory federal rate

State income tax, net of federal benefit

Research and development tax credits

State income taxes, net of federal benefit (1)

Research and development credits

Orphan drug credits

Change in valuation allowance

Changes in unrecognized tax benefits

Nontaxable or nondeductible items

Share-based compensation

Valuation allowance

Income tax expense

(1) In 2023 state taxes in California made up the majority (greater than 50%) of the tax effect in this category.

In 2024 state taxes in Massachusetts made up the majority of the tax effect in this category.

In 2025 state taxes in Florida and Pennsylvania made up the majority of the tax effect in this category.

Significant components of our deferred tax assets and liabilities are shown below, in thousands:

Deferred tax assets

Net operating loss carryforwards

Contract liabilities

Section 174 capitalization

Net operating loss carryforwards

Research and development tax credit carryforwards

Section 174 capitalization

Share-based compensation

Operating lease liabilities

Other comprehensive income

Total deferred tax assets

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The valuation allowance increased by $ 85.0 million from December 31, 2024.

Pursuant to Sections 382 and 383 of the IRC annual use of our NOL or research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period.

Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or IRC, annual use of our NOL or research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period.

We completed a study to assess whether an ownership change, as defined by IRC Section 382, has occurred from our formation through December 31, 2025.

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Our practice is to recognize interest and penalties related to income tax matters in income tax expense.

There was no accrued interest or penalties included on the balance sheets as of December 31, 2024 and 2023, and we have not recognized interest and penalties on the statements of operations and comprehensive loss for the years ended December 31, 2024, 2023 or 2022.

There was no accrued interest or penalties included on the balance sheets as of December 31, 2025, 2024, or 2023, and we have not recognized interest and penalties on the statements of operations and comprehensive loss for the years ended December 31, 2025, 2024 or 2023.

We do not expect that there will be a significant change in the unrecognized tax benefits over the next 12 months.

Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate.

Income taxes paid (net of refunds) were immaterial in 2023 and 2024.

In 2025, Income taxes paid (net of refunds) exceeded 5% of total income taxes paid (net of refunds) in the following jurisdictions, in thousands:

Year Ended December 31,

Segment Reporting

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Years Ended December 31,

Product revenue, net

Collaboration revenue

Total revenue

Cost of product sales

Ziftomenib-related costs

KO-2806-related costs

Darlifarnib-related costs

Tipifarnib-related costs

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Segment and net loss

(1) Other segment expenses are comprised of general and administrative expenses, excluding share-based compensation expense, which is shown separately.

Subsequent Event

On January 13, 2025, we entered into a lease agreement, or the Lease, with HCP Life Science REIT, Inc., or the Landlord, for the lease of approximately 32,512 square feet of rentable area of the building located at 4930 Directors Place, San Diego, California 92121, or the Premises.

The commencement date of the Lease is expected to be the earlier to occur of (i) the date upon which we first commence to conduct business in the Premises and (ii) October 1, 2025.

We expect to use the Premises as our new principal executive offices and for general office use, research and development, and laboratory uses.

The term of the Lease, or the Initial Term, is seven years and eight months and we have one option to extend the Lease for a period of five additional years.

The minimum rent payable by us under the Lease will be approximately $ 184,000 per month for the first year of the Lease, which amount will increase by 3.0 % per year over the Initial Term.

We will also be responsible for the payment of additional rent to cover our share of the annual operating expenses of the building, the annual tax expenses of the building and the annual utilities costs for the building, or the Additional Rent.

Pursuant to the Lease, Landlord shall provide us with (i) base rent abatement in the total amount not to exceed approximately $ 2.4 million to be applied as a credit against the rent payments due for months two through fourteen, inclusive and (ii) a tenant improvement allowance in an amount not to exceed $ 6.2 million, subject to certain conditions.

In the event of a default of certain of our obligations under the Lease, Landlord would have the right to terminate the Lease and recover certain unpaid rent and expenses.

We have the option to terminate the lease five years and six months into the Initial Term, or the Early Termination Date, by providing notice at least 12 months in advance of the Early Termination Date and paying an early termination fee equal to the rent, including Landlord’s estimate of Additional Rent, that otherwise would be due for the eight months following the Early Termination Date.

(1) Other segment expenses are comprised of selling, general and administrative expenses, excluding share-based compensation expense, which is shown separately.

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

What changed 10-K

Item 9A. Controls and Procedures