What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-12 · 161 added, 135 removed, 419 unchanged (41% of the section changed)

2 unchanged sentences

(In thousands, except per share amounts)

March 31, 2026

June 30, 2026

December 31, 2025

23 unchanged sentences

no shares issued

and outstanding at March 31, 2026 and December 31, 2025

and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.01 par value;

225,000 shares authorized at March 31, 2026 and December 31, 2025;

4,048 and 4,047 shares issued and outstanding at March 31, 2026 and December 31, 2025

225,000 shares authorized at June 30, 2026 and December 31, 2025;

4,049 and 4,047 shares issued and outstanding at June 30, 2026 and December 31, 2025

Additional paid-in capital

9 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Development and other revenue

10 unchanged sentences

Interest expense

Gain on deconsolidation of subsidiary

Interest income and other income (expenses), net

Total interest and other, net

Loss from continuing operations before income taxes

Provision for income taxes

Loss from continuing operations

Income (loss) from continuing operations before income taxes

Benefit from income taxes

Income (loss) from continuing operations

Income (loss) from discontinued operations, net of tax

Net income (loss)

Loss from continuing operations per share - basic and diluted

Income (loss) from discontinued operations per share - basic and diluted

Income (loss) from continuing operations per share - basic

Income (loss) from discontinued operations per share - basic

Net income (loss) per share - basic and diluted

5 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net income (loss)

1 unchanged sentence

Foreign currency translation adjustments

Unrealized loss on investments, net of tax effect

Other comprehensive income, net of taxes

Unrealized income (loss) on investments, net of tax effect

Other comprehensive income (loss), net of taxes

Comprehensive income (loss)

9 unchanged sentences

Non-Controlling

December 31, 2025

March 31, 2026

Change in unrealized

1 unchanged sentence

Foreign currency

Deconsolidation of

foreign subsidiary (Note 2)

Shares issued from stock

plans, net of payroll

June 30, 2026

March 31, 2025

Foreign currency translation

Shares issued from stock

plans, net of payroll taxes

Redemption of fractional

shares due to reverse

Stock-based compensation

June 30, 2025

KYNTRA BIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING

INTERESTS AND STOCKHOLDERS’ DEFICIT (CONTINUED)

(In thousands, except share data)

For The Six Month Period

Comprehensive

Nonredeemable

Non-Controlling

December 31, 2025

2 unchanged sentences

Foreign currency

Deconsolidation of

foreign subsidiary (Note 2)

Shares issued from stock

plans, net of payroll

June 30, 2026

December 31, 2024

Change in unrealized

gain or loss on

Foreign currency

translation adjustments

Shares issued from stock

plans, net of payroll

Issuance cost under

March 31, 2025

Redemption of fractional

shares due to reverse

Stock-based compensation

June 30, 2025

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

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in)

Adjustments to reconcile net loss to net cash provided by (used in)

operating activities:

1 unchanged sentence

Net accretion of premium and discount on investments

Investment loss in unconsolidated variable interest entity

Investment income in unconsolidated variable interest entity

Gain on deconsolidation of subsidiary

Loss on divestiture

Impairment of property and equipment

Stock-based compensation

14 unchanged sentences

Purchases of property and equipment

Proceeds from divestiture

Cash paid related to divestiture

Cash deconsolidated upon loss of control of subsidiary

Purchases of available-for-sale securities

7 unchanged sentences

Effect of exchange rate change on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Total cash and cash equivalents at beginning of period

24 unchanged sentences

The Company continues to advance its development plan for roxadustat in anemia associated with lower-risk myelodysplastic syndromes (“MDS”), a high-value indication with significant unmet medical need.

The Company is now finalizing the Phase 3 trial protocol for roxadustat for the treatment of anemia in patients with lower-risk MDS and high transfusion burden after receiving further comments from the FDA.

The FDA granted roxadustat Orphan Drug Designation for the treatment of MDS in December 2025.

The Company has finalized the Phase 3 trial protocol for roxadustat for the treatment of anemia in patients with lower-risk MDS with high transfusion burden.

The Company is continuing with preparations for the Phase 3 trial, while evaluating internal development and potential partnership opportunities for this late-stage program.

The Company’s goal is to initiate the Phase 3 trial in the fourth quarter of 2026.

Food and Drug Administration granted roxadustat Orphan Drug Designation for the treatment of MDS in December 2025.

Basis of Presentation and Principles of Consolidation

3 unchanged sentences

The financial information included herein should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 16, 2026.

The interim financial data as of June 30, 2026 and for the three and six months ended June 30, 2026 are unaudited.

In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

The condensed consolidated balance sheet presented as of December 31, 2025 has been derived from the consolidated audited financial statements as of that date.

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries, as well as any variable interest entity (“VIE”) for which Kyntra Bio is the primary beneficiary.

All inter-company transactions and balances have been eliminated in consolidation.

The Company deconsolidates its subsidiary or business in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), as of the date the Company ceased to have a controlling financial interest in the subsidiary.

Upon deconsolidation, all assets and liabilities of the former subsidiary are derecognized, any retained investment is recorded at its fair value, and any resulting gain or loss is recognized in the condensed consolidated statements of operations.

The Company operates as one reportable segment — the development and commercialization of novel therapeutics to treat serious unmet medical needs.

5 unchanged sentences

The Company analyzed the quantitative and qualitative factors and concluded that the sale of FibroGen International represents a strategic shift in the Company’s business and qualified as a discontinued operation since December 31, 2024.

As a result, the Company determined that FibroGen International met the “discontinued operations” criteria in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements.

Accordingly, the operating results related to FibroGen International and the gain (loss) related to the Transaction are classified as discontinued operations, and have been reflected as discontinued operations in the condensed consolidated statements of operations for all periods presented.

See Note 3, Discontinued Operations and Divestiture , for related disclosures.

Unless otherwise noted, discussion in the notes to the condensed consolidated financial statements, relates to solely to the Company’s continuing operations.

Reverse Stock Split

On June 16, 2025, the Company effected a 1-for-25 reverse stock split (the “Reverse Stock Split”).

The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from approximately 101.1 million shares to approximately 4.0 million shares.

Proportionate adjustments have been made to the number of shares available for issuance under the Company’s equity incentive plans as well as outstanding equity awards, in accordance with their respective terms.

All share amounts have been retroactively adjusted in the condensed consolidated financial statements and the notes to the condensed consolidated financial statements, where applicable, to reflect the Reverse Stock Split.

Unless otherwise noted, discussion in the notes to the condensed consolidated financial statements, relates solely to the Company’s continuing operations.

Liquidity and Going Concern

1 unchanged sentence

GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Based on its current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund the Company’s planned operating requirements for at least the 12 months following the issuance of the financial statements for March 31, 2026.

Use of Estimates

8 unchanged sentences

Net Income (Loss) per Share

The Company reported net income from continuing operations for the three months ended June 30, 2026.

The effect of potentially dilutive securities to the diluted weighted-average shares outstanding is taken into consideration and the resulting impact on diluted net income per share were immaterial.

Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive and as such, these shares are not included in the calculation of diluted earnings per share.

The Company reported a loss from continuing operations for each of the three months ended March 31, 2026 and 2025.

The Company reported a loss from continuing operations for the six months ended June 30, 2026 and the three and six months ended June 30, 2025.

Therefore, dilutive common shares are not assumed to have been issued since their effect is anti-dilutive for these periods.

Diluted weighted average shares excluded the following potential common shares related to s tock options, service-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), total shareholder return (“TSR”) awards and shares to be purchased under the 2014 Employee Stock Purchase Plan (“ESPP”) for the periods presented as they were anti-dilutive (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Employee stock options

10 unchanged sentences

The Company is currently in the process of evaluating the effects of this guidance on its related disclosures.

Deconsolidation of European Subsidiary

In April 2026, the Company’s subsidiary, FibroGen Europe Oy (“FibroGen Europe”), voluntarily filed for bankruptcy with the Finnish bankruptcy court.

On April 16, 2026, the Helsinki District Court declared FibroGen Europe bankrupt and appointed an estate administrator to oversee the bankruptcy estate.

As a result, the Company determined that it no longer maintained a controlling financial interest in FibroGen Europe and therefore deconsolidated the subsidiary effective April 16, 2026 in accordance with ASC 810.

The Company determined that the deconsolidation did not represent a strategic shift that has a major effect on its operations and financial results.

Accordingly, the results of the subsidiary have not been presented as discontinued operations.

FibroGen Europe had product development obligations to the Technology Development Center of the Republic of Finland (“TEKES”), consisting of 11 separate advances received between 1996 and 2008 pursuant to note agreements (the “TEKES Loans”).

The advances were granted on a project-by-project basis to fund various product development activities undertaken solely by FibroGen Europe.

Kyntra Bio was not a guarantor of the TEKES Loans, and the obligations were non-recourse to Kyntra Bio.

Repayment of principal and accrued interest was not required unless FibroGen Europe had distributable funds.

FibroGen Europe’s balance sheet before the deconsolidation primarily included $ 19.2 million of the above-mentioned TEKES Loans, $ 12.5 million nonredeemable non-controlling interest, and $ 0.7 million of cumulative foreign currency translation adjustments.

Upon deconsolidation, the Company derecognized the subsidiary’s assets and liabilities and recognized a $ 30.9 million gain on deconsolidation in the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

Upon deconsolidation, the Company measured any retained equity interest in FibroGen Europe at fair value in accordance with ASC 810 and determined that the fair value of such retained interest was zero as of April 16, 2026.

Following deconsolidation, the Company accounts for any retained equity interest in FibroGen Europe under ASC 321, Investments — Equity Securities.

The carrying value of the Company’s retained equity interest in FibroGen Europe remained zero as of June 30, 2026 .

Discontinued Operations and Divestiture

9 unchanged sentences

On November 6, 2025, the Company received a $ 6.4 million payment from AstraZeneca, which is in full satisfaction of the first holdback of $ 6.0 million, plus $ 0.4 million that was an additional payment following the final net cash adjustments after closing.

The second holdback of $ 4.0 million was included in the prepaid expenses and other current assets on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

On June 2, 2026, the Company received a $ 4.0 million payment from AstraZeneca, which is in full satisfaction of the final holdback.

Such amount was included in the prepaid expenses and other current assets on the condensed consolidated balance sheets as of December 31, 2025.

Historical Agreements with AstraZeneca and China Performance Obligation

19 unchanged sentences

Financial Information of the Discontinued Operations

The financial results of the discontinued operations with respect to FibroGen International reflected in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended March 31,

The financial results of the discontinued operations with respect to FibroGen International reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue, net

12 unchanged sentences

Provision for income taxes

Investment loss in unconsolidated variable interest entity

Investment income in unconsolidated variable interest entity

Income (loss) from discontinued operations, net of tax

1 unchanged sentence

Falikang was an unconsolidated VIE accounted for as an equity method investment, and considered as a related party to the Company.

The net product revenue from sales to Falikang was $ 36.9 million for the three months ended March 31, 2025.

The other income from Falikang were immaterial for the three months ended March 31, 2025.

The investment loss in Falikang was $ 0.6 million for the three months ended March 31, 2025.

The significant non-cash items and capital expenditures for the discontinued operations with respect to FibroGen International included in the condensed consolidated statements of cash flows for the three months ended March 31, 2025 were as follows (in thousands):

Three Months Ended March 31,

The net product revenue from sales to Falikang was $ 16.4 million and $ 53.3 million for the three and six months ended June 30, 2025, respectively.

The other income from Falikang were immaterial for the three and six months ended June 30, 2025.

The investment income in Falikang was $ 1.7 million and $ 1.1 million for the three and six months ended June 30, 2025, respectively.

The significant non-cash items and capital expenditures for the discontinued operations with respect to FibroGen International included in the condensed consolidated statements of cash flows for the six months ended June 30, 2025 were as follows (in thousands):

Six Months Ended June 30,

Investment income in unconsolidated variable interest entity

Impairment of property and equipment

Stock-based compensation

5 unchanged sentences

The Astellas Japan Agreement also provides for tiered payments based on net sales of product (as defined) in the low 20% range of the list price published by Japan’s Ministry of Health, Labour and Welfare, adjusted for certain elements, after commercial launch.

The aggregate amount of consideration received under the Astellas Japan Agreement through March 31, 2026 totaled $ 105.1 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

The aggregate amount of consideration received under the Astellas Japan Agreement through June 30, 2026 totaled $ 105.1 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

Based on its current development plans for roxadustat in Japan, the Company does not expect to receive most or all of the additional potential milestones under the Astellas Japan Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Japan Agreement were no t material for the three months ended March 31, 2026 and 2025.

The transaction price related to consideration received through March 31, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Japan Agreement, including $ 100.3 million for license and $ 17.1 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for the three months ended March 31, 2026 under the Astellas Japan Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Japan Agreement were no t material for the three and six months ended June 30, 2026 and 2025.

The transaction price related to consideration received through June 30, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Japan Agreement, including $ 100.3 million for license and $ 17.1 million for co-development.

The Company does no t expect material variable consideration from estimated future co-development billing beyond the development period in the transaction price related to the Astellas Japan Agreement.

6 unchanged sentences

The Astellas Europe Agreement also provides for tiered payments based on net sales of product (as defined) in the low 20% range .

The aggregate amount of consideration received under the Astellas Europe Agreement through March 31, 2026 totaled $ 685.0 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

The aggregate amount of consideration received under the Astellas Europe Agreement through June 30, 2026 totaled $ 685.0 million , excluding drug product revenue that is discussed under the Drug Product Revenue, Net section below.

Based on its current development plans for roxadustat in Europe, the Company does not expect to receive most or all of the additional potential milestones under the Astellas Europe Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Europe Agreement were no t material for the three months ended March 31, 2026 and 2025.

The transaction price related to consideration received through March 31, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Europe Agreement, including $ 619.0 million for license and $ 288.9 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for three months ended March 31, 2026 under the Astellas Europe Agreement.

Amounts recognized as license revenue and development revenue under the Astellas Europe Agreement were no t material for the three and six months ended June 30, 2026 and 2025.

The transaction price related to consideration received through June 30, 2026 and accounts receivable has been allocated to each of the performance obligations under the Astellas Europe Agreement, including $ 619.0 million for license and $ 289.0 million for co-development.

There was no license revenue or development revenue resulting from changes to estimated variable consideration in the current period relating to performance obligations satisfied or partially satisfied in previous periods for three months ended June 30, 2026 under the Astellas Europe Agreement.

2 unchanged sentences

Drug Product Revenue, Net

Drug product revenue from commercial-grade active pharmaceutical ingredient (“API”) or bulk drug product sales to Astellas and AstraZeneca was as follows for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Drug product revenue from commercial-grade active pharmaceutical ingredient (“API”) or bulk drug product sales to Astellas was as follows for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Astellas Japan Agreement

3 unchanged sentences

The Company updates its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment at each balance sheet date.

As a result, the Company recorded a reduction to the drug product revenue of $ 2.2 million f or the three months ended March 31, 2026.

As a result, the Company recorded a reduction to the drug product revenue of $ 2.9 million for the three months ended June 30, 2026.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect changes in the estimated bulk product strength mix intended to be manufactured by Astellas, and foreign exchange impacts, among others.

For the three months ended March 31, 2026, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded a reduction to the drug product revenue of $ 2.2 million.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect changes in the listed price, among others.

For the three months ended June 30, 2025, the adjustment to the drug product revenue was immaterial.

For the three months ended March 31, 2025, the Company updated its estimate of variable consideration related to the API shipments fulfilled under the terms of Astellas Japan Amendment, and accordingly recorded an adjustment to the drug product revenue of $ 1.8 million.

Specifically, the change in estimated variable consideration was based on the API held by Astellas at period end, adjusted to reflect the changes in the estimated yield from the manufacture of bulk product tablets, among others.

As of March 31, 2026, t he balances related to the API price true-up under the Astellas Japan Agreement were $ 3.8 million in accrued liabilities, representing the Company’s best estimate of the timing for these amounts to be paid.

As of June 30, 2026, t he balances related to the API price true-up under the Astellas Japan Agreement were $ 2.9 million in accrued liabilities, representing the Company’s best estimate of the timing for these amounts to be paid.

As of December 31, 2025, the balances related to the API price true-up under the Astellas Japan Agreement were $ 1.6 million in accrued liabilities.

3 unchanged sentences

The Company updates its estimate of variable consideration related to the bulk drug product transferred in prior years at each balance sheet date.

For the six months ended June 30, 2026, the Company updated its estimate of variable consideration related to the bulk drug product transferred in prior years.

Specifically, the change in estimated variable consideration was based on the bulk drug product held by Astellas at the period end, adjusted to reflect the changes in the estimated transfer price, forecast information, shelf-life estimates and other items.

As a result, for the six months ended June 30, 2026 , the Company reclassified $ 0.8 million from the related deferred revenue to accrued liabilities.

During the three months ended March 31, 2026, the Company recorded $ 3.3 million in drug product revenue for intermediates under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement, and received cash during the same quarter .

1 unchanged sentence

In addition, during the three months ended March 31, 2026 , the Company transferred bulk drug product for commercial purposes under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement, and recognized the related fully-burdened manufacturing costs of $ 0.9 million as drug product revenue, and recorded $ 6.2 million as deferred revenue due to a high degree of uncertainty associated with the variable consideration for revenue recognition purposes.

In addition, the Company updated its estimate of variable consideration related to the bulk drug product transferred in prior years.

As a result, for the three months ended March 31, 2026, the Company reclassified $ 0.5 million from the related deferred revenue to accrued liabilities.

As of March 31, 2026, the balances related to the bulk drug product price true-up under the Astellas Europe Agreement and the Astellas EU Supply Agreement were $ 1.9 million in a ccrued liabilities, representing the Company’s best estimate that these amounts will be paid within the next 12 months.

As of June 30, 2026, the balances related to the bulk drug product price true-up under the Astellas Europe Agreement and the Astellas EU Supply Agreement were $ 2.3 million in a ccrued liabilities, representing the Company’s best estimate that these amounts will be paid within the next 12 months.

As of December 31, 2025, the related balance in accrued liabilities was $ 5.4 million, $ 3.8 million of which was paid to Astellas in the first quarter of 2026.

The Company recognized royalty revenue of $ 1.5 million and $ 0.8 million as drug product revenue from the deferred revenue under the Astellas Europe Agreement for the three months ended March 31, 2026 and 2025, respectively.

The Company recognized royalty revenue of $ 1.4 million and $ 1.2 million as drug product revenue from the deferred revenue under the Astellas Europe Agreement for the three months ended June 30, 2026 and 2025 , and $ 2.9 millio n and $ 2.0 million for the six months ended June 30, 2026 and 2025, respectively.

It is the Company’s best estimate that the remainder of the deferred revenue will be recognized as revenue when uncertainty is resolved, based on the performance of roxadustat product sales in the Astellas territory.

3 unchanged sentences

Reclassified to Accrued Liability / Accounts Payable

March 31, 2026

June 30, 2026

Drug product revenue - deferred revenue:

Astellas Europe Agreement

Consolidated Variable Interest Entity - Fortis

In May 2023 (the “Option Acquisition Date”), the Company entered into an exclusive option agreement to acquire Fortis Therapeutics, Inc.

(“Fortis”) with its novel Phase 1 ADC, FOR46 (now referred to as “FG-3246”) that targets CD46, a novel epitope preferentially expressed on certain cancer cells.

FG-3246 is in development for the treatment of mCRPC with potential applicability in other solid tumors and hematologic malignancies.

If the Company exercises the option to acquire Fortis, it will pay Fortis an option exercise payment of $ 80.0 million, and thereafter, legacy Fortis shareholders would be eligible to receive from the Company up to $ 200.0 million in contingent payments associated with the achievement of various regulatory approvals.

If the Company acquires Fortis, it would also be responsible to pay University of California, San Francisco (“UCSF”), an upstream licensor to Fortis, development milestone fees and a single digit royalty on net sales of therapeutic or diagnostic products arising from the licensing arrangement between Fortis and UCSF .

If the Company chooses not to acquire Fortis, its exclusive license to FG-3246 would expire.

Pursuant to an evaluation agreement entered into with Fortis concurrent with the option agreement (together the “Fortis Agreements”), the Company has exclusively licensed FG-3246 and will control and fund future research, development, including a Phase 2 clinical study sponsored by the Company, and manufacturing of FG-3246 during the option period (which ends on December 31, 2027).

As part of the clinical development strategy, the Company will continue the work to develop a PET-based biomarker utilizing a radiolabeled version of the targeting antibody for patient selection.

Pursuant to the guidance under ASC 810, Consolidation (“ASC 810”), the Company determined that Fortis is a VIE and that the Company is the primary beneficiary of Fortis, as through the Fortis Agreements the Company has the power to direct activities that most significantly impact the economic performance of Fortis.

Therefore, the Company consolidated Fortis starting from the Option Acquisition Date and continues to consolidate as of March 31, 2026.

Fortis has authorized and issued common shares and Series A preferred shares.

The Company owned approximately 2 % of Fortis’ Series A preferred shares, which was acquired prior to the Option Acquisition Date and carried at zero cost.

The non-controlling interests (“NCI”) attributable to the common shares is classified as nonredeemable NCI, as it is 100 % owned by third party shareholders.

The NCI attributable to the approximately 98 % of Series A preferred shares owned by other investors are classified as redeemable NCI in temporary equity, as the preferred shares are redeemable by the non-controlling share holders upon occurrence of certain events out of the Company’s control.

Subsequent to the Option Acquisition Date, Fortis’ net income is allocated to its common shares and preferred shares based on their respective stated rights.

Fortis’ net loss is allocated to its common shares only as the holders of preferred shares do not have a contractual obligation to absorb such losses.

As of March 31, 2026, total assets and liabilities of Fortis were immaterial.

For the three months ended March 31, 2026 and 2025 , Fortis’ net income (losses) was immaterial.

Fair Value Measurements

The fair values of the Company’s financial assets that are measured on a recurring basis are as follows (in thousands):

March 31, 2026

June 30, 2026

Money market funds

Corporate bonds

Commercial paper

government bonds

6 unchanged sentences

The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value.

These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs.

During the three months ended March 31, 2026 and 2025 , a total of $ 6.0 million and $ 6.5 million, respectively, of U.S.

There were no transfers of assets between levels during the three months ended June 30, 2026.

During the six months ended June 30, 2026 , a total of $ 6.0 million, of U.S.

treasury notes and bills were transferred from Level 1 to Level 2 as such instruments were changed to off-the-run when they were issued before the most recent issue and were still outstanding at measurement day.

During the three and six months ended June 30, 2025 , a total of $ 1.3 million and $ 7.8 million, respectively, of U.S.

Balance Sheet Components

1 unchanged sentence

Cash and cash equivalents consisted of the following (in thousands):

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Total cash and cash equivalents

As of March 31, 2026 , the Company’s investments consist primarily of available-for-sale debt investments.

As of June 30, 2026 , the Company’s investments consist primarily of available-for-sale debt investments.

The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s investments by major investments type are summarized in the table below (in thousands):

March 31, 2026

June 30, 2026

Amortized Cost

4 unchanged sentences

Corporate bonds

Commercial paper

government bonds

10 unchanged sentences

Total investments

The following table summarizes, for all available for sale securities in an unrealized loss position, the fair value and gross unrealized loss by length of time the security has been in a continual unrealized loss position (in thousands):

March 31, 2026

The following table summarizes, for all available-for-sale securities in an unrealized loss position as of June 30, 2026, the fair value and gross unrealized loss by length of time the security has been in a continual unrealized loss position (in thousands):

June 30, 2026

Less than 12 Months

8 unchanged sentences

government bonds

As of March 31, 2026 , the available-for-sale investments had remaining contractual maturities within two years .

As of December 31, 2025, all available-for-sale securities in an unrealized loss position had immaterial unrealized losses.

As of June 30, 2026 , the available-for-sale investments had remaining contractual maturities within two years .

The Company periodically assesses whether the unrealized losses on its available-for-sale investments were temporary.

1 unchanged sentence

For debt securities, the Company also considers whether (i) it is more likely than not that the Company will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses.

Based on the results of its review, the Company did no t recognize any credit related losses or other impairment loss during the three months ended March 31, 2026 and 2025.

Based on the results of its review, the Company did no t recognize any credit related losses or other impairment loss during the three and six months ended June 30, 2026 and 2025.

Prepaid Expenses and Other Current Assets

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

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Total prepaid expenses and other current assets

As of March 31, 2026 and December 31, 2025, the Company recorded a $ 4.0 million receivable in prepaid expenses and other current assets for the holdbacks related to the closing of the divestiture of FibroGen International.

As of December 31, 2025, the Company recorded a $ 4.0 million receivable in prepaid expenses and other current assets for the holdbacks related to the closing of the divestiture of FibroGen International.

On June 2, 2026, the Company received a $ 4.0 million payment from AstraZeneca, which is in full satisfaction of the final holdback.

See Note 3, Discontinued Operations and Divestiture, for details.

1 unchanged sentence

Accrued and other current liabilities consisted of the following (in thousands):

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

Total accrued and other current liabilities

The accrued liabilities of $ 5.7 million and $ 7.0 million for API and bulk drug product price true-up as of March 31, 2026 and December 31, 2025, respectively, resulted from changes in estimated variable consideration associated with the API shipments fulfilled under the terms of the Astellas Japan Amendment, and the bulk drug product transferred under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement.

The accrued liabilities of $ 5.2 million and $ 7.0 million for API and bulk drug product price true-up as of June 30, 2026 and December 31, 2025, respectively, resulted from changes in estimated variable consideration associated with the API shipments fulfilled under the terms of the Astellas Japan Amendment, and the bulk drug product transferred under the terms of the Astellas Europe Agreement and the Astellas EU Supply Agreement.

See the Drug Product Revenue, Net section in Note 4, Collaboration Agreements, License Agreement and Revenues, for details.

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On August 29, 2025, upon the closing of the divestiture FibroGen International , the Company paid the Lenders a total of $ 80.9 million, including $ 75.0 million for paying off the senior secured term loan facilities, $ 0.4 million for outstanding interest and $ 5.5 million for related premium and fees .

The effective annual interest rate of the Initial Term Loan was 16.13 % for the three months ended March 31, 2025.

The Company recorded interest expense of $ 3.0 million for the three months ended March 31, 2025, which was included in discontinued operations as the Company was required to repay the loan upon the closing of the divestiture of FibroGen International .

The effective annual interest rate of the Initial Term Loan was 16.13 % for the three and six months ended June 30, 2025 .

The Company recorded interest expense of $ 3.0 million and $ 5.9 million for the three and six months ended June 30, 2025, which was included in discontinued operations as the Company was required to repay the loan upon the closing of the divestiture of FibroGen International .

Liability Related to Sale of Future Revenues

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If, by no later than December 31, 2030, the sum of all payments under the RIFA paid to NovaQuest does not equal or exceed $ 125.0 million, then the Company shall pay NovaQuest the difference of these two amounts by no later than March 1, 2031.

NovaQuest will retain this entitlement until it has reached the Payment Cap, at which point 100 % of such revenue interest on future global net sales of Astellas will revert to the Company.

NovaQuest will retain this entitlement until it has reached the Payment Cap, at which point 100 % of such revenue interest on future global net sales of Ast ellas will revert to the Company.

Based on the current estimates of drug product revenue and revenue from milestone payments under the Astellas Agreements, and taking into the consideration of the terms discussed above, the Company anticipates reaching a Payment Cap up to $ 125.0 million by 2031.

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On a quarterly basis, the Company reassesses the expected total revenue and the timing of such revenue, recalculates the amortization of debt discount and transactions costs and effective interest rate, and adjusts the accounting prospectively as needed.

The Company’s estimated effective annual interest rate was 15.19 % as of March 31, 2026.

The following table summarizes the activities of the liability related to sale of future revenues for the three months ended March 31, 2026:

Three Months Ended March 31,

The Company’s estimated effective annual interest rate was 15.16 % as of June 30, 2026.

The following table summarizes the activities of the liability related to sale of future revenues for the six months ended June 30, 2026:

Six Months Ended June 30,

Liability related to sale of future revenues - beginning balance

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Liability related to sale of future revenues, non-current

During the three months ended March 31, 2026 and 2025, the Company recognized, under Astellas Agreements, development revenue of $ 0.2 million and $ 0.1 million , respectively, and drug product revenue of $ 3.5 million and $ 2.6 million, respectively.

During the three and six months ended June 30, 2026, the Company recognized, under Astellas Agreements, development revenue of $ 0.1 million and $ 0.3 million , respectively, and drug product revenue of $( 1.6 ) million and $ 1.9 million , respectively.

During the three and six months ended June 30, 2025, the Company recognized, under Astellas Agreements, development revenue of $ 0.1 million and $ 0.3 million, respectively, and drug product revenue of $ 1.2 million and $ 3.8 million, respectively.

See Note 4, Collaboration Agreements, License Agreement and Revenue , for details.

During the three months ended March 31, 2026 and 2025 , the Company recognized the related interest expense of $ 2.3 million and $ 2.2 million, respectively.

During the three months ended March 31, 2026 and 2025 , the Company paid $ 1.3 million and $ 0.5 million accrued interest, respectively.

Provision for income taxes for the three months ended March 31, 2026 and 2025 were immaterial.

During three and six months ended June 30, 2026 , the Company recognized the related interest expense of $ 2.4 million and $ 4.7 million, respectively.

During the three and six months ended June 30, 2025, the Company recognized the related interest expense of $ 2.0 million and $ 4.1 million, respectively.

During the six months ended June 30, 2026 and 2025 , the Company paid $ 1.3 million and $ 0.5 million accrued interest, respectively.

Benefit from income taxes for the three and six months ended June 30, 2026 and 2025 were immaterial.

Based upon the weight of available evidence, which includes its historical operating performance, reported cumulative net losses since inception, the Company has established and continues to maintain a full valuation allowance against its net deferred tax assets as it does not currently believe that realization of those assets is more likely than not.

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Contract Obligations

As of March 31, 2026 , the Company had outstanding total non-cancelable purchase obligations of $ 1.5 million for manufacture and supply of roxadustat and $ 1.1 million for general purchases .

As of June 30, 2026 , the Company had outstanding total non-cancelable purchase obligations of $ 5.7 million for manufacture and supply of roxadustat and $ 1.0 million for general purchases.

The Company expects to fulfill its commitments under these agreements in the normal course of business, and as such, no liability has been recorded.

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A loss or a range of loss is disclosed when it is reasonably possible that a material loss will incur and can be estimated, or when it is reasonably possible that the amount of a loss, when material, will exceed the recorded provision.

The Company did not have any material accruals for any active legal action, in its condensed consolidated balance sheet as of March 31, 2026.

Between April 2021 and May 2021, five putative securities class action complaints were filed against the Company and certain of its former executive officers in the U.S.

District Court for the Northern District of California.

On October 17, 2023, the parties reached an agreement in principle to settle the class action at $ 28.5 million.

The Court approved the settlement Plan of Allocation on May 28, 2024 and Plaintiffs’ motion for attorney’s fees on August 1, 2024.

The court entered a class distribution order on January 1, 2025 and the amount was fully distributed during the first quarter of 2025.

The settlement was fully covered by insurance.

In the fourth quarter of 2021, the Company received a subpoena from the SEC requesting documents related to roxadustat’s pooled cardiovascular safety data.

The SEC followed up with a subpoena for additional documents in the second quarter of 2024.

In May 2025, the Company entered into a settlement with the SEC.

As part of the settlement, and without admitting or denying the findings in the settlement offer or administrative order to be issued by the SEC, the Company agreed to pay a $ 1.25 million civil penalty.

In September 2025, the agreement was approved by the Commission and the Company has been making payments to the agreed upon payment schedule .

Between 2022 and 2024, the Company’s Board of Directors received seven litigation demands from purported shareholders of the Company, asking the Board of Directors to investigate and take action against certain current and former officers and directors of the Company for alleged wrongdoing based on the same allegations in the derivative and securities class action lawsuits.

The litigation demands have been withdrawn.

As of June 30, 2026, the Company did not have any material accruals for any active legal actions that it is named in.

Indemnification Agreements

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however, certain judgments, settlements, or fines sought by the SEC would not be covered by the Company under the indemnification agreement.

As of March 31, 2026, the Company’s accrued liabilities related to these obligations were not material.

The Company is unable to reasonably estimate the total amount of future indemnification costs beyond amounts currently accrued due to the early stage of the litigation and significant uncertainties regarding the duration, scope, and outcome of the proceedings.

As of June 30, 2026 , the Company’s accrued liabilities related to these obligations were approximately $ 7.0 million based on its best estimate.

The Company is unable to reasonably estimate the total amount of future indemnification costs beyond amounts currently accrued due to significant uncertainties regarding the duration, scope, and outcome of the proceedings.

Segment Information

The Company has one operating and reporting segment which primarily focuses on the development and commercialization of novel therapeutics to treat serious unmet medical needs.

The Company has one operating and reportable segment which primarily focuses on the development and commercialization of novel therapeutics to treat serious unmet medical needs.

The Company has determined that the chief executive officer is the chief operating decision maker (“CODM”).

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These significant segment expenses include cost of goods sold, research and development expenses, selling, general and administrative expenses, and restructuring charge.

Other segment items that are presented on the condensed consolidated statements of operations include interest expense, interest income and other income (expense), net, and provision for (benefit from) income taxes.

Other segment items that are presented on the condensed consolidated statements of operations include interest expense, gain on deconsolidation of subsidiary, interest income and other income (expense), net, and provision for (benefit from) income taxes.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

Subsequent Event

The Company’s subsidiary, FibroGen Europe Oy (“FibroGen Europe”), has product development obligations to the Technology Development Center of the Republic of Finland (“TEKES”), which consist of 11 separate advances (each in the form of a note agreement) received by FibroGen Europe between 1996 and 2008 from TEKES (“TEKES loans”).

These advances were granted on a project-by-project basis to fund various product development efforts undertaken by FibroGen Europe only.

Kyntra Bio, Inc.

is not a guarantor of these loans and they are non-recourse to Kyntra Bio, Inc.

The principal or the accrued interest of these loans are not repayable by FibroGen Europe until it has distributable funds.

FibroGen Europe voluntarily submitted for bankruptcy to the Finnish bankruptcy court in April 2026.

FibroGen Europe was declared bankrupt by a decision of the Helsinki District Court on April 16, 2026 and the court has appointed an estate administrator of the bankruptcy estate.

As of March 31, 2026 and December 31, 2025, the Company had U.S.

Dollar equivalent of $ 10.9 million and $ 11.1 million of principal outstanding, respectively, and $ 8.4 million and $ 8.5 million of interest accrued, respectively, which were presented in the product development obligations line on the condensed consolidated balance sheets.

While the Company expects the above-mentioned bankruptcy process to result in an eventual relief of the TEKES loans, the definitive timing and the ultimate outcome of such debt relief remain uncertain.

At this time, the Company cannot reasonably estimate the related financial effect on its consolidated financial position or results of operations.

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

What changed 10-Q

Item 1. Financial Statements