What changed in this filing

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Item 1. Financial Statements

2024-10-11 compared with 2024-07-11 · 107 added, 81 removed, 576 unchanged (25% of the section changed)

27 unchanged sentences

Stockholdersʼ equity:

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of May 31, 2024 and November 30, 2023;

no shares issued and outstanding as of May 31, 2024 and November 30, 2023

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of May 31, 2024 and November 30, 2023;

64,356,535 and 48,718,552 shares issued and outstanding as of May 31, 2024 and November 30, 2023, respectively

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of August 31, 2024 and November 30, 2023;

no shares issued and outstanding as of August 31, 2024 and November 30, 2023

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of August 31, 2024 and November 30, 2023;

67,083,523 and 48,718,552 shares issued and outstanding as of August 31, 2024 and November 30, 2023, respectively

Additional paid-in capital 1,056,665 746,299

Accumulated other comprehensive loss ( 135 ) ( 655 )

Accumulated other comprehensive income (loss) 344 ( 655 )

Accumulated deficit ( 680,220 ) ( 545,200 )

6 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

18 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

31 unchanged sentences

Balance as of May 31, 2023 47,631,208 48 728,038 ( 1,903 ) ( 466,262 ) 259,921

Exercise of pre-funded warrants 568,863 1 — — — 1

Exercise of stock options 101,219 — 927 — — 927

Vesting of restricted stock units 100,729 — — — — —

Vesting of early exercised stock options — — 29 — — 29

Issuance under employee stock purchase plan 101,749 — 776 — — 776

Stock-based compensation — — 8,470 — — 8,470

Unrealized gain on available-for-sale marketable securities — — — 675 — 675

Net loss — — — — ( 36,982 ) ( 36,982 )

Balance as of August 31, 2023 48,503,768 $ 49 $ 738,240 $ ( 1,228 ) $ ( 503,244 ) $ 233,817

Common stock Additional

26 unchanged sentences

Balance as of May 31, 2024 64,356,535 64 1,002,028 ( 135 ) ( 631,264 ) 370,693

Issuance of common stock in "at the market" financing, net of issuance costs of $ 920

2,145,000 2 41,978 — — 41,980

Exercise of stock options 281,291 1 3,034 — — 3,035

Vesting of restricted stock units 197,777 — — — — —

Issuance under employee stock purchase plan 102,920 — 863 — — 863

Stock-based compensation — — 8,762 — — 8,762

Unrealized gain on available-for-sale marketable securities — — — 479 — 479

Net loss — — — — ( 48,956 ) ( 48,956 )

Balance as of August 31, 2024 67,083,523 $ 67 $ 1,056,665 $ 344 $ ( 680,220 ) $ 376,856

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

2 unchanged sentences

(in thousands)

Six Months Ended May 31,

Nine Months Ended August 31,

Cash flows from operating activities

7 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable — ( 2,000 )

Prepaid expenses and other assets 767 2,556

12 unchanged sentences

Proceeds from issuances of common stock in "at the market" financing, net of issuance costs 90,691 —

Proceeds from exercise of stock options 571 53

Proceeds from exercise of stock options and pre-funded warrants 3,606 981

Proceeds from issuance under employee stock purchase plan 2,132 2,229

8 unchanged sentences

Capitalized stock-based compensation related to internal-use software development $ 11 $ 72

Issuance costs related to equity financing included in accrued expenses and other current liabilities $ 170 $ —

Deferred issuance costs included in accrued expenses and other current liabilities $ 156 $ —

Deferred issuance costs recognized related to the "at the market" financing $ 242 $ —

Vesting of early exercised stock options $ 33 $ 91

As of May 31,

As of August 31,

Reconciliation of cash, cash equivalents and restricted cash:

18 unchanged sentences

Equity Distribution Agreement

In August 2021, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC), which was amended in February 2023 (the Shelf Registration Statement).

The Shelf Registration Statement, which includes a base prospectus, allows the Company at any time to offer and sell up to $ 450.0 million of the Company’s registered common stock, preferred stock, debt securities, warrants, subscriptions rights and/or units or any combination of securities described in the prospectus in one or more offerings.

In August 2021, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC), which was amended in February 2023 (the Shelf Registration Statement) and which expired in August 2024 with respect to additional sales of securities.

The Shelf Registration Statement, which included a base prospectus, allowed the Company to offer and sell up to $ 450.0 million of the Company’s registered common stock, preferred stock, debt securities, warrants, subscriptions rights and/or units or any combination of securities described in the prospectus in one or more offerings.

In addition, in August 2021, the Company entered into an Equity Distribution Agreement with Piper Sandler & Co.

(Piper Sandler) pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of the common stock registered under the Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Equity Distribution Agreement.

(Piper Sandler) pursuant to which, from time to time, the Company could offer and sell through Piper Sandler up to $ 150.0 million of the common stock registered under the Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company was not required to sell any shares at any time during the term of the Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of 3.0 % of the gross sales price of any shares sold pursuant to the Equity Distribution Agreement.

In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $ 10.00 per share of common stock for net proceeds of $ 19.3 million after deducting offering commissions and expenses paid by the Company.

In May 2024, the Company issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $ 15.50 to $ 16.00 for total net proceeds of $ 48.5 million, after deducting offering commissions and expenses paid by the Company.

As of May 31, 2024, the Company had $ 79.8 million of common stock remaining available for sale under the Equity Distribution Agreement.

In June 2024, the Company filed an automatic shelf registration statement on Form S-3ASR (the Automatic Shelf Registration Statement).

In June 2022, the Company issued and sold 2,000,000 shares of common stock under the Equity Distribution Agreement at a price of $ 10.00 per share for net proceeds of $ 19.3 million after deducting offering commissions and expenses paid by the Company.

In May 2024, the Company issued and sold 3,194,809 shares of common stock under the Equity Distribution Agreement at various prices ranging from $ 15.50 to $ 16.00 per share for total net proceeds of $ 48.5 million, after deducting offering commissions and expenses paid by the Company.

In June 2024, the Company filed an automatic shelf registration statement on Form S-3 (the Automatic Shelf Registration Statement).

The Automatic Shelf Registration Statement, which includes a base prospectus, allows the Company at any time to offer and sell the Company’s registered common stock, preferred stock, debt securities, warrants, subscriptions rights and/or units or any combination of securities described in the prospectus in one or more offerings.

On July 11, 2024, the Company entered into an amendment to the Equity Distribution Agreement, pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

As of July 11, 2024, the Company had $ 150.0 million of common stock remaining available for sale under the Equity Distribution Agreement.

On July 11, 2024, the Company entered into an amendment to the Equity Distribution Agreement (as amended, the Amended Equity Distribution Agreement), pursuant to which, from time to time, the Company may offer and sell through Piper Sandler up to $ 150.0 million of common stock registered under the Automatic Shelf Registration Statement pursuant to one or more “at the market” offerings.

The Company is not required to sell any shares at any time during the term of the Amended Equity Distribution Agreement.

The Company agreed to pay Piper Sandler a commission of up to 3.0 % of the gross sales price of any shares sold pursuant to the Amended Equity Distribution Agreement.

In August 2024, the Company issued and sold 2,145,000 shares of common stock under the Amended Equity Distribution Agreement at $ 20.00 per share for total net proceeds of $ 42.0 million, after deducting offering commissions and expenses paid by the Company.

As of August 31, 2024, the Company had $ 107.1 million of common stock remaining available for sale under the Amended Equity Distribution Agreement.

Public Offering

In April 2024, the Company completed a public offering (2024 Public Offering) made pursuant to the Shelf Registration Statement and issued 11,916,667 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 1,750,000 shares of common stock) at a price to the public of $ 15.00 per share, and pre-funded warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant (the 2024 Pre-Funded Warrants).

In April 2024, the Company completed a public offering (2024 Public Offering) pursuant to the Shelf Registration Statement and issued 11,916,667 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 1,750,000 shares of common stock) at a price to the public of $ 15.00 per share, and pre-funded warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant (the 2024 Pre-Funded Warrants).

Net proceeds from the 2024 Public Offering were approximately $ 188.7 million, after deducting offering commissions and expenses of $ 12.5 million.

10 unchanged sentences

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As of May 31, 2024, the Company had cash, cash equivalents and short-term marketable securities of $ 443.1 million and an accumulated deficit of $ 631.3 million.

As of August 31, 2024, the Company had cash, cash equivalents and short-term marketable securities of $ 448.1 million and an accumulated deficit of $ 680.2 million.

Management believes that its cash, cash equivalents and short-term marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed consolidated financial statements.

9 unchanged sentences

GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting.

The Company’s condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of and for the three and six months ended May 31, 2024.

The condensed consolidated balance sheet as of November 30, 2023, was derived from the audited annual financial statements as of that date.

26 unchanged sentences

risks related to the successful discovery and development of its drug candidates, ability to raise additional capital, development of new technological innovations by its competitors and delay or inability to obtain drug substance and finished drug product from the Company’s third-party contract manufacturers necessary for the Company’s drug candidates, protection of intellectual property rights, litigation or claims against the Company based on intellectual property rights and regulatory clearance and market acceptance for any of the Company’s products candidates for which the Company receives marketing approval.

Moreover, the Company is subject to risks and uncertainties as a result of global business, political and macroeconomic events and conditions, including increasing financial market volatility and uncertainty, inflation, increasing interest rates, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, potential instability in the global banking system, cybersecurity events, the impact of war or military conflict, including regional conflicts around the world, and public health pandemics.

Moreover, the Company is subject to risks and uncertainties as a result of global business, political and macroeconomic events and conditions, including increasing financial market volatility and uncertainty, inflation, interest rate fluctuations, uncertainty with respect to the federal budget and debt ceiling and potential government shutdowns related thereto, potential instability in the global banking system, cybersecurity events, the impact of war or military conflict, including regional conflicts around the world, and public health pandemics.

The extent to which business, political and macroeconomic factors, including increasing financial market volatility and uncertainty, will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

90 unchanged sentences

Upon signing the Gilead Agreement, Gilead paid the Company an upfront payment of $ 45.0 million plus $ 3.0 million in additional fees.

In addition, from the signing of the Gilead Agreement to May 31, 2024, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment and $ 15.0 million in research term extension fees.

As of May 31, 2024, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 513.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Gilead Agreement to August 31, 2024, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment and $ 15.0 million in research term extension fees.

As of August 31, 2024, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 513.5 million upon the achievement of specified research and development milestones, up to $ 60.0 million in certain additional fees related to target licensing and reservation and up to $ 1.2 billion upon the achievement of certain sales milestones.

The Company also is eligible to receive mid-single digit to low tens percentage tiered royalties on annual net sales from any commercial products directed to the optioned collaboration targets, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

Subject to earlier expiration in certain circumstances, the Gilead Agreement expires on a licensed product-by-licensed product and country-by-country basis upon the later of (1) the expiration of the last to expire patent with a valid claim covering the applicable licensed product in the applicable country, (2) the expiration of any regulatory exclusivity for the applicable licensed product in the applicable country or (3) ten years after the first commercial sale of the applicable licensed product in the applicable country covered by the Gilead Agreement, provided that the term for any profit-shared licensed product in the United States will expire upon the expiration or termination of the applicable profit-share term as set forth in an applicable profit-share agreement to be negotiated upon the Company’s exercise of its option to co-develop and co-promote such licensed product.

If Gilead does not exercise an option to license a drug candidate, then the Gilead Agreement will terminate at the end of the last to expire option period.

The Company identified the following promises in the Gilead Agreement:

4 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of May 31, 2024.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

3 unchanged sentences

Additionally, the Company considered the impact of Gilead terminating the Gilead Agreement prior to the completion of the research services during the five-year initial research term and determined that there were significant economic costs to Gilead for doing so, and as such, did not adjust the contract term.

The Gilead Research Term Extension, which has a term of two years and did not represent a material right at the inception of the Gilead Agreement, because it does not contain a significant and incremental discount, will be accounted for as a separate contract commencing in June 2024.

The Gilead Research Term Extension, which has a term of two years and did not represent a material right at the inception of the Gilead Agreement because it does not contain a significant and incremental discount, is accounted for as a separate contract commencing in June 2024.

The research term extension fee of $ 15.0 million is recognized as collaboration revenue using the cost-based input method over the estimated extended research term of two years , which represents the estimated timing of completion of the identified deliverables.

As of August 31, 2024, no milestones have been achieved related to the extended research term.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Gilead, the Company recognizes revenue based on actual costs incurred as a percentage of total estimated costs as the Company completes its performance obligation under the contract.

2 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and six months ended May 31, 2024, the Company recognized collaboration revenue related to the Gilead Agreement of $ 4.9 million and $ 9.5 million, respectively, all of which was included in deferred revenue as of November 30, 2023.

For the three and six months ended May 31, 2023, the Company recognized collaboration revenue related to the Gilead Agreement of $ 5.7 million and $ 13.1 million, respectively, of which $ 5.7 million and $ 8.5 million, respectively, was included in deferred revenue as of November 30, 2022, and zero and $ 4.1 million, respectively, was related to activities satisfied in previous periods.

The Company also recognized $ 20.0 million in license revenue received pursuant to the Gilead License Option Exercise during the three and six months ended May 31, 2023.

As of May 31, 2024, deferred revenue related to the Gilead Agreement was $ 15.5 million, of which $ 9.0 million was current.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the initial research term under the Gilead Agreement of $ 0.5 million and $ 10.0 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the same three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.9 million for both periods, all of which was related to the $ 15.0 million research term extension fee received in the second quarter of fiscal year 2024.

For the three and nine months ended August 31, 2023, the Company recognized collaboration revenue related to the Gilead Agreement of $ 11.6 million and $ 24.7 million, respectively, of which $ 6.6 million and $ 15.1 million, respectively, were included in deferred revenue as of the beginning of the period, and $ 4.7 million and $ 8.0 million, respectively, was related to activities satisfied in previous periods.

The Company also recognized $ 20.0 million in license revenue received pursuant to the Gilead License Option Exercise during the nine months ended August 31, 2023.

As of August 31, 2024, deferred revenue related to the Gilead Agreement was $ 13.1 million, of which $ 9.2 million was current.

As of November 30, 2023, deferred revenue related to the Gilead Agreement was $ 10.0 million, all of which was current.

10 unchanged sentences

The Company’s right to exercise its option to co-develop, co-promote and co-commercialize a given target is dependent on its ability to demonstrate, within a given timeframe, that it has sufficient cash resources and personnel to commercialize the product.

The collaboration excludes the Company’s current internal protein degradation programs for which it retains all rights, and also excludes future internal programs, provided that the Company distinguished future programs as excluded from the scope of the collaboration.

The collaboration excludes the Company’s current internal protein degradation programs for which it retains all rights, and also excludes its future internal programs, provided that the Company distinguished future programs as excluded from the scope of the collaboration.

For drug targets that are subject to the collaboration, the Company has primary responsibility for conducting preclinical research activities (including target validation, drug discovery, identification or synthesis) in accordance with the applicable research plan agreed to by the parties and established on a target-by-target basis.

8 unchanged sentences

Subsequently, in January 2021, Sanofi paid the Company an additional $ 22.0 million to exercise its option to expand the number of targets beyond the initial targets included in the collaboration.

In addition, from the signing of the Sanofi Agreement to May 31, 2024, the Company has received payments of $ 13.0 million for research milestones.

As of May 31, 2024, the Company is eligible to receive up to approximately $ 2.4 billion in total additional payments, including payments of up to $ 487.0 million upon the achievement of specified research and development milestones, up to $ 78.5 million in certain additional fees related to target licensing and reservation, up to $ 625.0 million upon the achievement of specified regulatory milestones and up to $ 1.3 billion upon the achievement of certain sales milestones.

In addition, from the signing of the Sanofi Agreement to August 31, 2024, the Company has received payments of $ 13.0 million for research milestones.

As of August 31, 2024, the Company is eligible to receive up to approximately $ 2.0 billion in total additional payments, including payments of up to $ 389.0 million upon the achievement of specified research and development milestones, up to $ 61.8 million in certain additional fees related to target licensing and reservation, up to $ 500.0 million upon the achievement of specified regulatory milestones and up to $ 1.0 billion upon the achievement of certain sales milestones.

The Company is also eligible to receive mid-single digit to low teen percentage tiered royalties on annual net sales of any commercial products that may result from the collaboration, subject to certain reductions and excluding sales in the United States of any products for which the Company exercises its option to co-develop and co-promote, for which the parties share profits and losses evenly.

6 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of May 31, 2024.

Certain milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

7 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and six months ended May 31, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 2.0 million and $ 10.3 million, respectively, of which $ 2.0 million and $ 8.8 million, respectively, was included in deferred revenue as of November 30, 2023, and zero and $ 1.2 million, respectively, was related to activities satisfied in previous periods.

For the three and six months ended May 31, 2023, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 5.0 million and $ 10.3 million, respectively, of which $ 5.0 million and $ 9.8 million, respectively, was included in deferred revenue as of November 30, 2022, and zero and $ 0.4 million, respectively, was related to activities satisfied in previous periods.

As of May 31, 2024, deferred revenue related to the Sanofi Agreement was $ 20.5 million, of which $ 20.4 million was current.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 5.9 million and $ 16.2 million, respectively, of which $ 5.9 million and $ 14.7 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 1.2 million, respectively, was related to activities satisfied in previous periods.

For the three and nine months ended August 31, 2023, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 6.8 million and $ 17.1 million, respectively, of which $ 5.6 million and $ 15.4 million, respectively, were included in deferred revenue as of the beginning of the period, and $ 1.1 million for both periods was related to activities satisfied in previous periods.

As of August 31, 2024, deferred revenue related to the Sanofi Agreement was $ 14.6 million, all of which was current.

As of November 30, 2023, deferred revenue related to the Sanofi Agreement was $ 24.9 million, of which $ 20.3 million was current, and included $ 4.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2023.

9 unchanged sentences

Under the terms of the Pfizer Agreement, the Company received an upfront payment of $ 60.0 million.

In addition, the Company achieved a research milestone in May 2024 and expects to receive a payment of $ 5.0 million in the third quarter of fiscal year 2024.

In addition, from the signing of the Pfizer Agreement to August 31, 2024, the Company has received a payment of $ 5.0 million in connection with the achievement of a research milestone.

The Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 631.0 million upon the achievement of specified research and development milestones, up to $ 19.5 million in certain additional fees related to target licensing and reservation, up to $ 873.0 million upon the achievement of specified regulatory milestones and up to $ 1.8 billion upon the achievement of certain sales milestones.

7 unchanged sentences

In order to determine the transaction price, the Company evaluated all the payments to be received during the duration of the contract.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of May 31, 2024.

Milestone payments and additional fees were considered variable consideration, which were not included in the transaction price based on the most likely amount method as of August 31, 2024.

The Company re-evaluates the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur.

7 unchanged sentences

Total estimated costs are primarily driven by the number of estimated FTEs, which requires significant management judgment.

For the three and six months ended May 31, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 5.2 million and $ 8.9 million, respectively, of which $ 4.4 million and $ 8.1 million, respectively, was included in deferred revenue as of November 30, 2023 and $ 0.5 million and $ 0.1 million, respectively, was related to activities satisfied in previous periods.

As of May 31, 2024, deferred revenue related to the Pfizer Agreement was $ 54.4 million, of which $ 22.3 million was current.

For the three and nine months ended August 31, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.2 million and $ 13.1 million, respectively, of which $ 4.2 million and $ 12.3 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 0.1 million, respectively, was related to activities satisfied in previous periods.

As of August 31, 2024, deferred revenue related to the Pfizer Agreement was $ 50.2 million, of which $ 24.2 million was current.

As of November 30, 2023, deferred revenue related to the Pfizer Agreement was $ 58.3 million, of which $ 17.9 million was current.

31 unchanged sentences

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

The following tables present the Company’s investments, which consist of cash equivalents and available-for-sale marketable securities, that are measured at fair value on a recurring basis as of May 31, 2024 and November 30, 2023 (in thousands):

May 31, 2024 Level Amortized

August 31, 2024 Level Amortized

cost Unrealized

25 unchanged sentences

Included in marketable securities, non-current $ 7,490 $ — $ ( 69 ) $ 7,421

The accrued interest receivable related to the Company’s marketable securities was $ 0.6 million and $ 0.8 million as of May 31, 2024 and November 30, 2023, respectively, and was included in prepaid expenses and other current assets on the condensed consolidated balance sheet.

The accrued interest receivable related to the Company’s marketable securities was $ 0.8 million as of both August 31, 2024, and November 30, 2023, and was included in prepaid expenses and other current assets on the condensed consolidated balance sheet.

Long-term marketable securities held by the Company generally mature within two years from the balance sheet date.

1 unchanged sentence

treasury securities, which are valued based on quoted market prices in active markets with no valuation adjustment, as Level 1 assets within the fair value hierarchy.

The Company classifies its marketable securities in corporate debt securities, U.S.

government agency securities, corporate commercial paper and foreign government securities as Level 2 assets within the fair value hierarchy.

The Company classifies its marketable securities in corporate debt securities and U.S.

government agency securities as Level 2 assets within the fair value hierarchy.

The fair values of these marketable securities are estimated by taking into consideration valuations obtained from third-party pricing services.

1 unchanged sentence

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

There were no transfers of financial instruments between valuation levels during the three and six months ended May 31, 2024 and 2023.

As of May 31, 2024 and November 30, 2023, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of May 31, 2024 and November 30, 2023, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and six months ended May 31, 2024 and 2023, the Company did not recognize any impairment losses related to marketable securities.

There were no transfers of financial instruments between valuation levels during the three and nine months ended August 31, 2024 and 2023.

As of August 31, 2024 and November 30, 2023, the unrealized losses for available-for-sale securities were non-credit related, and the Company does not intend to sell the securities that were in an unrealized loss position, nor will it be required to sell those securities before recovery of their amortized cost basis, which may be maturity.

As of August 31, 2024, and November 30, 2023, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and nine months ended August 31, 2024 and 2023, the Company did not recognize any impairment losses related to marketable securities.

Commitments and Contingencies

4 unchanged sentences

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

As of May 31, 2024, the Company was not a party to any material legal proceedings.

As of August 31, 2024, the Company was not a party to any material legal proceedings.

Indemnifications

11 unchanged sentences

The terms of these lease agreements expire in April 2025.

The Company has an option to renew these leases for an additional two years , and the renewal term has not been included in the lease term used to calculate the ROU asset and lease liability as it is not reasonably certain that the Company will exercise the option.

The Company had an option to renew these leases for an additional two years , and the option expired.

In September 2024, an amendment was signed to extend the lease term for these leases through October 2025, and the minimum rent payable by the Company pursuant to this amendment is approximately $ 0.4 million per month.

In July 2021, the Company entered into a lease agreement for the lease of approximately 19,320 square feet of office space in a different building in San Francisco, California (the Mission Bay Lease).

The lease commenced in December 2021 and will expire in June 2024, unless terminated earlier.

In March 2024, the Company entered into a second amendment (the Second Amendment) to the Mission Bay Lease.

The Second Amendment extends the lease term by approximately ten months .

The lease commenced in December 2021 and was scheduled to expire in June 2024.

In March 2024, the Company entered into a second amendment (the Second Amendment) to the Mission Bay Lease, pursuant to which the lease term was extended through April 2025.

The minimum rent payable by the Company under the Second Amendment is approximately $ 0.1 million per month.

In September 2024, the Mission Bay Lease was further amended (the Third Amendment) to extend the lease term through October 2025, and the minimum rent payable by the Company under the Third Amendment is approximately $ 0.1 million per month.

In March 2022, the Company entered into a lease agreement for the lease of approximately 46,434 square feet of office space in The Woodlands, Texas.

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The Company is required to pay base rent plus its proportionate share of operating expenses, as defined in the applicable lease agreement on all of its leases.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.8 million and $ 3.3 million for the three and six months ended May 31, 2024, respectively, and $ 1.8 million and $ 3.1 million for the three and six months ended May 31, 2023, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.2 million and $ 4.5 million for the three and six months ended May 31, 2024, respectively, and $ 1.5 million and $ 3.0 million for the three and six months ended May 31, 2023, respectively.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.8 million and $ 5.2 million for the three and nine months ended August 31, 2024, respectively, and $ 1.6 million and $ 4.6 million for the three and nine months ended August 31, 2023, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.2 million and $ 6.8 million for the three and nine months ended August 31, 2024, respectively, and $ 1.5 million and $ 4.5 million for the three and nine months ended August 31, 2023, respectively.

Short-term lease expense was not material for the periods presented.

Other information related to leases were as follows (in thousands):

Six Months Ended May 31,

Nine Months Ended August 31,

Cash paid for amounts included in the measurement of lease liabilities:

Cash flows from operating leases $ 6,177 $ 4,182

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of May 31, 2024 and November 30, 2023.

The Company’s Restated Certificate of Incorporation authorizes the Company to issue up to 500,000,000 shares of common stock, $ 0.001 par value per share, as of August 31, 2024 and November 30, 2023.

Holders of common stock are entitled to dividends when and if declared by the Company’s board of directors, subject to the prior rights of the holders of shares of preferred stock.

The holder of each share of common stock is entitled to one vote.

As of May 31, 2024, no dividends have been declared.

As of August 31, 2024, no dividends have been declared.

In July 2022, the Company issued the 2022 Pre-Funded Warrants to purchase an aggregate of 6,814,920 shares of the Company’s common stock at a price of $ 13.939 per pre-funded warrant.

As of May 31, 2024, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

As of August 31, 2024, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

In April 2024, the Company issued the 2024 Pre-Funded Warrants to purchase an aggregate of 1,500,100 shares of the Company’s common stock at a price of $ 14.999 per pre-funded warrant.

As of May 31, 2024, all of the 2024 Pre-Funded Warrants remained available for exercise.

As of August 31, 2024, all of the 2024 Pre-Funded Warrants remained available for exercise.

All pre-funded warrants were immediately exercisable at issuance, have an exercise price of $ 0.001 and may be exercised at any time after the date of issuance.

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All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share, basic and diluted, attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.

Common stock reserved for future issuance, on an as-if converted basis, as of May 31, 2024 and November 30, 2023, consists of the following:

Common stock reserved for future issuance, on an as-if converted basis, as of August 31, 2024, and November 30, 2023, consists of the following:

2024 November 30,

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Options forfeited ( 703,115 ) 20.42

Balances as of May 31, 2024 9,972,005 $ 15.43

Balances as of August 31, 2024 9,854,733 $ 15.49

RSU activity under the Stock Plans is set forth below:

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RSUs forfeited ( 264,628 ) 11.60

Balances as of May 31, 2024 2,110,719 $ 10.06

Balances as of August 31, 2024 2,081,904 $ 10.85

Employee Stock Purchase Plan

Under the Company’s 2020 Employee Stock Purchase Plan (the ESPP), eligible employees are entitled to purchase shares of common stock with accumulated payroll deductions.

During the six months ended May 31, 2024, the Company issued 173,558 shares of common stock pursuant to the ESPP at a weighted-average price of $ 7.31 per share.

During the nine months ended August 31, 2024, the Company issued 276,478 shares of common stock pursuant to the ESPP at a weighted-average price of $ 7.71 per share.

Stock-Based Compensation

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Three Months Ended,

May 31, Six Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

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Total stock-based compensation $ 8,754 $ 8,445 $ 25,421 $ 25,649

As of May 31, 2024, the total compensation cost related to stock-based awards not yet recognized was $ 57.2 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.1 years.

As of August 31, 2024, the total compensation cost related to stock-based awards not yet recognized was $ 55.8 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.2 years.

Defined Contribution Plan

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Employees may contribute a percentage of their annual compensation to the plan, subject to statutory limitations.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.4 million and $ 0.8 million during the three and six months ended May 31, 2024, respectively, $ 0.2 million and $ 0.8 million during the three and six months ended May 31, 2023, respectively.

For the three and six months ended May 31, 2024, the Company recorded an income tax provision of $ 90,000 and $ 180,000 , respectively.

For the three and six months ended May 31, 2023, the Company did not record any current income tax expense or provision.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.1 million and $ 0.8 million during the three and nine months ended August 31, 2024, respectively, $ 0.2 million and $ 1.0 million during the three and nine months ended August 31, 2023, respectively.

For the three and nine months ended August 31, 2024, the Company recorded an income tax provision of $ 82,000 and $ 262,000 , respectively.

For the three and nine months ended August 31, 2023, the Company did not record any current income tax expense or provision.

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Realization of the deferred tax assets is dependent upon future taxable income, the amount, if any, and timing of which are uncertain.

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of May 31, 2024 and 2023 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

The Company has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of August 31, 2024 and 2023 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

The Company files income tax returns in the United States and in various states.

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Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2024 2023 2024 2023

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Net loss per share, basic and diluted $ ( 0.67 ) $ ( 0.68 ) $ ( 2.13 ) $ ( 1.88 )

(1) The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the three and six months ended May 31, 2024 and 2023.

The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:

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The Company’s Chief Financial Officer is a trustee for the multiple employer welfare association that facilitates the acquisition and administration of the Company’s healthcare plans.

Expenses related to the healthcare plan premiums were $ 1.0 million and $ 2.1 million for the three and six months ended May 31, 2024, respectively, and $ 1.1 million and $ 2.3 million for the three and six months ended May 31, 2023, respectively.

As of May 31, 2024 and November 30, 2023, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

Expenses related to the healthcare plan premiums were $ 1.0 million and $ 3.2 million for the three and nine months ended August 31, 2024, respectively, and $ 1.1 million and $ 3.3 million for the three and nine months ended August 31, 2023, respectively.

As of August 31, 2024 and November 30, 2023, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

Subsequent Events

Refer to Note 1 for more information on the Company's Automatic Shelf Registration Statement filed in June 2024 and Equity Distribution Agreement entered into in July 2024.

On October 1, 2024, a holder of the Company’s 2024 Pre-Funded Warrants exercised a warrant to purchase 19,751 shares of the Company’s common stock, resulting in the issuance of 19,750 shares of the Company’s common stock through a cashless exercise.

Between August 31, 2024, and the date of this filing, the Company issued and sold 3,711,770 shares of common stock under the Amended Equity Distribution Agreement at $ 21.50 per share for total net proceeds of $ 78.4 million, after deducting offering commissions and expenses paid by the Company.

As of the date of this filing, the Company had $ 27.3 million of common stock remaining available for sale under the Amended Equity Distribution Agreement.

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