What changed in this filing

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Item 1. Financial Statements

2025-07-09 compared with 2025-04-08 · 124 added, 88 removed, 568 unchanged (27% of the section changed)

7 unchanged sentences

Marketable securities, current 401,521 499,586

Accounts receivable 19,000 —

Prepaid expenses and other current assets 10,549 9,804

17 unchanged sentences

Stockholdersʼ equity:

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of February 28, 2025 and November 30, 2024;

no shares issued and outstanding as of February 28, 2025 and November 30, 2024

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of February 28, 2025 and November 30, 2024;

76,234,799 and 75,870,718 shares issued and outstanding as of February 28, 2025 and November 30, 2024, respectively

Preferred stock, $ 0.001 par value— 10,000,000 shares authorized as of May 31, 2025 and November 30, 2024;

no shares issued and outstanding as of May 31, 2025 and November 30, 2024

Common stock, $ 0.001 par value— 500,000,000 shares authorized as of May 31, 2025 and November 30, 2024;

76,433,664 and 75,870,718 shares issued and outstanding as of May 31, 2025 and November 30, 2024, respectively

Additional paid-in capital 1,286,131 1,265,536

Accumulated other comprehensive income 226 150

Accumulated other comprehensive income (loss) ( 20 ) 150

Accumulated deficit ( 838,584 ) ( 738,769 )

6 unchanged sentences

Three Months Ended

February 28, 2025 February 29, 2024

May 31, Six Months Ended

2025 2024 2025 2024

Collaboration revenue $ 14,056 $ 12,092 $ 32,509 $ 28,677

License revenue 30,000 — 30,000 —

Total revenue 44,056 12,092 62,509 28,677

15 unchanged sentences

Three Months Ended

February 28, 2025 February 29, 2024

May 31, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 43,464 ) $ ( 44,546 ) $ ( 99,815 ) $ ( 86,064 )

Other comprehensive income, net of tax:

Unrealized gain on available-for-sale marketable securities 76 305

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on available-for-sale marketable securities ( 246 ) 215 ( 170 ) 520

Total comprehensive loss $ ( 43,710 ) $ ( 44,331 ) $ ( 99,985 ) $ ( 85,544 )

15 unchanged sentences

Repurchase of unvested early exercised stock ( 1,548 ) — — — — —

Issuance under employee stock purchase plan 173,558 — 1,269 — — 1,269

Issuance of common stock under employee stock purchase plan 173,558 — 1,269 — — 1,269

Stock-based compensation — — 7,823 — — 7,823

2 unchanged sentences

Balance as of February 29, 2024 49,136,954 49 755,767 ( 350 ) ( 586,718 ) 168,748

Issuance of common stock and pre-funded warrants in connection with equity financing, net of issuance costs of $ 12,518

11,916,667 12 188,720 — — 188,732

Issuance of common stock in “ at the market ” financing, net of issuance costs of $ 1,684

3,194,809 3 48,466 — — 48,469

Exercise of stock options 24,108 — 216 — — 216

Vesting of restricted stock units 83,997 — — — — —

Vesting of early exercised stock options — — 12 — — 12

Stock-based compensation — — 8,847 — — 8,847

Unrealized gain on available-for-sale marketable securities — — — 215 — 215

Net loss — — — — ( 44,546 ) ( 44,546 )

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

Common stock Additional

8 unchanged sentences

Vesting of restricted stock units 242,923 — — — — —

Issuance under employee stock purchase plan 83,730 — 1,252 — — 1,252

Issuance of common stock under employee stock purchase plan 83,730 — 1,252 — — 1,252

Stock-based compensation — — 8,726 — — 8,726

2 unchanged sentences

Balance as of February 28, 2025 76,234,799 76 1,275,735 226 ( 795,120 ) 480,917

Exercise of stock options 1,233 $ — 6 — — 6

Vesting of restricted stock units 197,632 $ — — — — —

Stock-based compensation — $ — 10,390 — — 10,390

Unrealized loss on available-for-sale marketable securities — $ — — ( 246 ) — ( 246 )

Net loss — $ — — — ( 43,464 ) ( 43,464 )

Balance as of May 31, 2025 76,433,664 $ 76 $ 1,286,131 $ ( 20 ) $ ( 838,584 ) $ 447,603

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

2 unchanged sentences

(in thousands)

Three Months Ended

February 28, 2025 February 29, 2024

Six Months Ended May 31,

Cash flows from operating activities

6 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable ( 19,000 ) —

Prepaid expenses and other assets ( 2,962 ) 1,337

8 unchanged sentences

Purchases of property and equipment ( 6,160 ) ( 4,821 )

Net cash provided by investing activities 25,533 35,513

Net cash provided by (used in) investing activities 97,032 ( 95,557 )

Cash flows from financing activities

Proceeds from exercise of stock options 227 571

Proceeds from issuance under employee stock purchase plan 1,252 1,269

Proceeds from issuance of common stock under employee stock purchase plan 1,252 1,269

Proceeds from issuances of common stock and pre-funded warrants in equity financing, net of issuance costs — 188,902

Proceeds from issuances of common stock in “at the market” financing, net of issuance costs

Repurchase of unvested early exercised stock options — ( 15 )

Net cash provided by financing activities 1,479 239,376

Net decrease in cash, cash equivalents and restricted cash ( 34,081 ) ( 4,814 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 25,737 ) 62,163

Cash, cash equivalents and restricted cash at beginning of period 110,898 55,528

2 unchanged sentences

Additions to property and equipment included in accounts payable and accrued expenses and other current liabilities $ 1,082 $ 1,932

February 28, 2025 February 29, 2024

Right-of-use assets recognized in exchange for lease obligations $ 26,708 $ 1,297

Deferred issuance costs included in accrued expenses and other current liabilities $ — $ 170

Deferred issuance costs recognized related to the “at the market” financing $ — $ 180

Vesting of early exercised stock options $ — $ 33

As of May 31,

Reconciliation of cash, cash equivalents and restricted cash:

39 unchanged sentences

In November 2024, the Company issued and sold 3,634,393 shares of common stock under the Second Amended Equity Distribution Agreement at a price of $ 26.25 per share for total net proceeds of $ 93.6 million, after deducting offering commissions and expenses paid by the Company.

As of February 28, 2025, the Company had $ 204.6 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

As of May 31, 2025, the Company had $ 204.6 million of common stock remaining available for sale under the Second Amended Equity Distribution Agreement.

Registered Direct Offerings

12 unchanged sentences

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

As of February 28, 2025, the Company had cash, cash equivalents and short-term marketable securities of $ 549.7 million and an accumulated deficit of $ 795.1 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 financial statements.

As of May 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 485.8 million and an accumulated deficit of $ 838.6 million.

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

Future capital requirements will depend on many factors, including the timing and extent of spending on research and development and payments the Company may receive under its collaboration agreements with Sanofi, Gilead and Pfizer or future collaboration agreements, if any.

2 unchanged sentences

Management considered whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern and evaluated the funds necessary to maintain operations.

Based on the Company’s current forecast of future operating results, the Company has concluded 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 financial statements.

Based on the Company’s current forecast of future operating results, the Company has concluded that its cash, cash equivalents and marketable securities are sufficient to continue operating activities for at least 12 months following the issuance date of these condensed financial statements.

Summary of Significant Accounting Policies

3 unchanged sentences

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

The Company’s condensed 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 months ended February 28, 2025.

The condensed balance sheet as of November 30, 2024, was derived from the audited annual financial statements as of that date.

11 unchanged sentences

The Company bases its estimates on historical experience and on other relevant assumptions that are reasonable under the circumstances.

Actual results could materially differ from those estimates.

Actual results could differ materially from those estimates.

Refer to Note 3 for more information regarding the estimates related to revenue recognition.

107 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 February 28, 2025, 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 February 28, 2025, 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 May 31, 2025, the Company has received payments of $ 47.0 million for research milestones and additional payments, $ 20.0 million for a license option exercise payment, $ 15.0 million in research term extension fees and $ 5.0 million for a clinical milestone payment.

As of May 31, 2025, the Company is eligible to receive up to approximately $ 1.8 billion in total additional payments, including payments of up to $ 508.5 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.

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 February 28, 2025.

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, 2025.

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

6 unchanged sentences

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 February 28, 2025, no milestones have been achieved related to the extended research term.

As of May 31, 2025, 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 months ended February 28, 2025, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.7 million, 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 months ended February 29, 2024, the Company recognized collaboration revenue related to the Gilead Agreement of $ 4.6 million, all of which was included in deferred revenue as of the beginning of the period.

As of February 28, 2025, deferred revenue related to the Gilead Agreement was $ 9.3 million, of which $ 8.5 million was current.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 1.6 million and $ 3.3 million, respectively, 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 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 the beginning of the period.

As of May 31, 2025, deferred revenue related to the Gilead Agreement was $ 7.6 million, all of which was current.

As of November 30, 2024, deferred revenue related to the Gilead Agreement was $ 11.0 million, of which $ 9.1 million was current.

1 unchanged sentence

In January 2021, as part of the existing Sanofi Agreement, Sanofi paid the Company $ 22.0 million to exercise its option to expand the number of targets in the Sanofi Agreement from three to a total of five targets.

In March 2025, the Company earned and received payment of $ 15.0 million for a license extension fee under the Sanofi Agreement.

In January 2021, the Company and Sanofi entered into the First Amendment to the Sanofi Agreement to modify the research term on all targets (the First Sanofi Amendment).

8 unchanged sentences

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.

In March 2025, Sanofi exercised its right to exclusively license one target (the First Sanofi License Extension), the first development candidate resulting from the Sanofi Agreement.

This right did not represent a material right at contract inception, since it was not offered for free or at a discount.

Pursuant to the Sanofi Agreement, the Company received a license extension fee payment of $ 15.0 million in March 2025 for the First Sanofi License Extension.

In May 2025, Sanofi exercised its right to exclusively license a second target (the Second Sanofi License Extension, and together with the First Sanofi License Extension, the Sanofi License Extensions), the second development candidate resulting from the Sanofi Agreement.

This right also did not represent a material right at contract inception, since it was not offered for free or at a discount.

Pursuant to the Sanofi Agreement, the Company expected to receive a license extension fee payment of $ 15.0 million for the Second Sanofi License Extension.

As of May 31, 2025, the license extension fee was included in accounts receivable and payment was received in June 2025.

The license to the functional intellectual property and all goods and services related to both the First Sanofi License Extension and the Second Sanofi License Extension were transferred during the second quarter of fiscal year 2025.

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 February 28, 2025, the Company has received payments of $ 13.0 million for research milestones.

As of February 28, 2025, the Company is eligible to receive up to approximately $ 1.9 billion in total additional payments, including payments of up to $ 389.0 million upon the achievement of specified research and development milestones, up to $ 64.8 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.

In addition, from the signing of the Sanofi Agreement to May 31, 2025, the Company has received payments of $ 16.0 million for research milestones and $ 15.0 million for a license extension fee.

As of May 31, 2025, the Company is eligible to receive up to approximately $ 949.0 million in total additional payments, including payments of up to $ 184.0 million upon the achievement of specified research and development milestones, up to $ 15.0 million in certain additional fees related to target licensing and reservation, up to $ 250.0 million upon the achievement of specified regulatory milestones and up to $ 500.0 million 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 February 28, 2025.

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, 2025.

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 months ended February 28, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 12.8 million, of which $ 6.0 million was included in deferred revenue as of the beginning of the period, and $ 6.2 million was related to activities satisfied in previous periods.

For the three months ended February 29, 2024, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 8.3 million, of which $ 6.8 million was included in deferred revenue as of the beginning of the period, and $ 1.3 million was related to activities satisfied in previous periods.

As of February 28, 2025, other current assets related to the Sanofi Agreement were $ 3.6 million, which included $ 7.0 million in contract assets representing the unbilled amount related to the research milestone achieved in February 2025, net of deferred revenue.

As of November 30, 2024, deferred revenue related to the Sanofi Agreement was $ 9.1 million, all of which was current.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $ 3.4 million and $ 16.1 million, respectively, of which $ 3.1 million and $ 9.1 million, respectively, were included in deferred revenue as of the beginning of the period, and zero and $ 6.4 million, respectively, were related to activities satisfied in previous periods.

During the three and six months ended May 31, 2025, the Company also recognized $ 30.0 million in license revenue pursuant to the Sanofi License Extensions.

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, were included in deferred revenue as of the beginning of the period, and zero and $ 1.2 million, respectively, were related to activities satisfied in previous periods.

As of May 31, 2025, accounts receivable related to the Sanofi Agreement was $ 19.0 million and deferred revenue was zero .

As of November 30, 2024, deferred revenue related to the Sanofi Agreement was $ 9.1 million, all of which was current and accounts receivable was zero .

In September 2023, the Company entered into a strategic collaboration with Seagen Inc.

8 unchanged sentences

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

In addition, from the signing of the Pfizer Agreement to February 28, 2025, the Company has received payments of $ 10.0 million for research milestones.

As of February 28, 2025, the Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 626.0 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.

In addition, from the signing of the Pfizer Agreement to May 31, 2025, the Company has received payments of $ 10.0 million for research milestones.

As of May 31, 2025, the Company is eligible to receive up to approximately $ 3.4 billion in contingent payments across multiple programs, including payments of up to $ 626.0 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.

The Company is also eligible for mid-single to low double digit percentage tiered royalties on future sales.

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.

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 February 28, 2025.

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, 2025.

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 months ended February 28, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.0 million, all of which was included in deferred revenue as of the beginning of the period.

For the three months ended February 29, 2024, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 3.7 million, all of which was included in deferred revenue as of the beginning of the period.

As of February 28, 2025, deferred revenue related to the Pfizer Agreement was $ 45.5 million, of which $ 22.1 million was current.

For the three and six months ended May 31, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 4.0 million and $ 8.0 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

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, were included in deferred revenue as of the beginning of the period, and $ 0.5 million and $ 0.1 million, respectively, were related to activities satisfied in previous periods.

As of May 31, 2025, deferred revenue related to the Pfizer Agreement was $ 41.5 million, of which $ 19.9 million was current.

As of November 30, 2024, deferred revenue related to the Pfizer Agreement was $ 44.5 million, of which $ 20.0 million was current, and included $ 5.0 million in contract assets representing the unbilled amount related to the research milestone achieved in November 2024.

32 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 February 28, 2025 and November 30, 2024 (in thousands):

February 28, 2025 Level Amortized

May 31, 2025 Level Amortized

cost Unrealized

17 unchanged sentences

Included in marketable securities, current $ 499,436 $ 303 $ ( 153 ) $ 499,586

The following tables summarize the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of February 28, 2025 and November 30, 2024, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

The following tables summarize the available-for-sale marketable securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of May 31, 2025 and November 30, 2024, aggregated by investment category and length of time in a continuous unrealized loss position (in thousands):

Less than 12 months Greater than 12 months Total

February 28, 2025 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

May 31, 2025 Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss

treasury securities $ 200,065 $ ( 55 ) $ — $ — $ 200,065 $ ( 55 )

6 unchanged sentences

Total $ 166,161 $ ( 138 ) $ 3,981 $ ( 15 ) $ 170,142 $ ( 153 )

The accrued interest receivable related to the Company’s marketable securities was $ 2.1 million and $ 1.5 million as of February 28, 2025 and November 30, 2024, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

The accrued interest receivable related to the Company’s marketable securities was $ 1.7 million and $ 1.5 million as of May 31, 2025 and November 30, 2024, respectively, and was included in prepaid expenses and other current assets on the condensed balance sheet.

The Company classifies its money market funds and U.S.

5 unchanged sentences

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 months ended February 28, 2025 and February 29, 2024.

As of February 28, 2025 and November 30, 2024, 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 February 28, 2025, and November 30, 2024, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three months ended February 28, 2025 and February 29, 2024, 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 six months ended May 31, 2025 and 2024.

As of May 31, 2025 and November 30, 2024, 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, 2025, and November 30, 2024, no allowance for credit losses for the Company’s marketable securities was recorded.

During the three and six months ended May 31, 2025 and 2024, 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 February 28, 2025, the Company was not a party to any material legal proceedings.

As of May 31, 2025, the Company was not a party to any material legal proceedings.

Indemnifications

10 unchanged sentences

The Company leases office and laboratory facilities totaling approximately 57,902 square feet within the same building in San Francisco, California under several lease agreements.

The terms of these lease agreements expire in April 2025.

The terms of these lease agreements expired in April 2025.

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

13 unchanged sentences

The lease commenced in September 2023 when the underlying assets became available for use and will expire in March 2035.

On February 21, 2025, the Company entered into a lease agreement (the Brisbane Lease) with Janssen Research & Development, LLC (Janssen) and HCP LS Brisbane, LLC, effective as of February 21, 2025, to sublease from Janssen approximately 159,959 square feet of office space located at 1600 Sierra Point Parkway, Brisbane, California for a research and development laboratory and office space.

The commencement date of the Brisbane Lease is expected to be in the first half of 2025, and the lease will expire on September 30, 2031, unless terminated earlier.

Future minimum lease payments under the Brisbane Lease total $ 44.6 million, which does not include the payment of additional rent to cover the Company’s share of annual operating and tax expenses and utilities costs for the building.

As of February 28, 2025, the Company recorded a security deposit of $ 2.4 million, which is classified as other assets, non-current on the balance sheet.

In February 2025, the Company entered into a lease agreement (the Brisbane Lease) with Janssen Research & Development, LLC (Janssen) and HCP LS Brisbane, LLC to sublease from Janssen approximately 159,959 square feet of office space located at 1600 Sierra Point Parkway, Brisbane, California for a research and development laboratory and office space.

The lease commenced in March 2025 when the underlying assets became available for use and the Company recorded a $ 26.7 million ROU asset and lease liability on the condensed balance sheet.

A security deposit of $ 2.4 million was also recorded in other assets, non-current on the condensed balance sheet.

In addition, the sublandlord provided for a tenant improvement allowance of approximately $ 8.0 million, which is expected to be fully utilized.

As of February 28, 2025, the Company has no t recognized a ROU asset or lease liability recorded on the balance sheet for the Brisbane Lease Agreement as the leased space has not been made available for use and the lease has not yet commenced.

On May 31, 2025, the Company entered into an amendment to the Brisbane Lease to include an additional 35,929 square feet of office space located at 1400 Sierra Point Parkway, Brisbane, California.

As of May 31, 2025, the Company has no t recognized an ROU asset or lease liability on the condensed balance sheet for the amended space as it has not been made available for use and the lease for the additional office space has not yet commenced.

The Brisbane Lease, as amended, will expire on September 30, 2031, unless terminated earlier.

Future minimum lease payments under the Brisbane Lease, as amended, total $ 52.3 million, which does not include the payment of additional rent to cover the Company’s share of annual operating and tax expenses and utilities costs for the building.

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 $ 1.9 million and $ 1.5 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

Operating lease expenses, excluding variable lease payments, were $ 2.2 million and $ 2.3 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.3 million and $ 3.2 million for the three and six months ended May 31, 2025, respectively, and $ 1.8 million and $ 3.3 million for the three and six months ended May 31, 2024, respectively.

Operating lease expenses, excluding variable lease payments, were $ 3.7 million and $ 5.9 million for the three and six months ended May 31, 2025, respectively, and $ 2.2 million and $ 4.5 million for the three and six months ended May 31, 2024, respectively.

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

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

Three Months Ended

February 28, 2025 February 29, 2024

Six Months Ended May 31,

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

Cash flows from operating leases $ 4,332 $ 4,037

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 February 28, 2025 and November 30, 2024.

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, 2025 and November 30, 2024.

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 February 28, 2025, no dividends have been declared.

As of May 31, 2025, 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 February 28, 2025, a total of 6,097,560 of the 2022 Pre-Funded Warrants remained available for exercise.

As of May 31, 2025, 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 February 28, 2025, a total of 1,480,349 of the 2024 Pre-Funded Warrants remained available for exercise.

As of May 31, 2025, a total of 1,480,349 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.

14 unchanged sentences

The Company’s 2020 Equity Incentive Plan (the 2020 Plan) serves as the successor to the Company’s 2012 Equity Incentive Plan (together with the 2020 Plan, the Stock Plans) and provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units (RSUs), performance awards and stock bonus awards to employees, directors, consultants, independent contractors and advisors of the Company.

As of February 28, 2025, the Company had 1,006,856 shares of common stock available for grant under the Stock Plans.

As of May 31, 2025, the Company had 905,798 shares of common stock available for grant under the Stock Plans.

Equity Inducement Plan

2 unchanged sentences

The Company has reserved 3,000,000 shares of common stock for issuance pursuant to non-qualified stock options and RSUs under the 2024 Inducement Plan.

As of February 28, 2025, the Company had 2,518,800 shares of common stock available for grant under the 2024 Inducement Plan.

As of May 31, 2025, the Company had 1,971,450 shares of common stock available for grant under the 2024 Inducement Plan.

Option activity under the Stock Plans and the 2024 Inducement Plan is set forth below:

4 unchanged sentences

Options forfeited ( 97,395 ) 17.13

Balances as of February 28, 2025 11,191,041 $ 15.99

Balances as of May 31, 2025 11,689,898 $ 15.75

RSU activity under the Stock Plans and 2024 Inducement Plan is set forth below:

4 unchanged sentences

RSUs forfeited ( 87,565 ) 14.75

Balances as of February 28, 2025 3,026,060 $ 14.18

Balances as of May 31, 2025 2,976,746 $ 14.19

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 three months ended February 28, 2025, the Company issued 83,730 shares of common stock pursuant to the ESPP at a weighted-average price of $ 14.95 per share.

During the six months ended May 31, 2025, the Company issued 83,730 shares of common stock pursuant to the ESPP at a weighted-average price of $ 14.95 per share.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended,

February 28, 2025 February 29, 2024

May 31, Six Months Ended

2025 2024 2025 2024

Research and development $ 5,845 $ 4,285 $ 10,989 $ 8,112

1 unchanged sentence

Total stock-based compensation $ 10,385 $ 8,845 $ 19,107 $ 16,667

As of February 28, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 83.5 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.6 years.

As of May 31, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 78.1 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.5 years.

Defined Contribution Plan

2 unchanged sentences

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 $ 0.5 million and $ 0.4 million during the three months ended February 28, 2025 and February 29, 2024, respectively.

The Company did no t record any current income tax expense or provision for the three months ended February 28, 2025.

The Company recorded an income tax provision of $ 90,000 for the three months ended February 29, 2024.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.5 million and $ 1.0 million during the three and six months ended May 31, 2025, respectively, and $ 0.4 million and $ 0.8 million during the three and six months ended May 31, 2024, respectively.

For the three and six months ended May 31, 2025, the Company recorded an income tax provision of $ 760,000 .

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

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 February 28, 2025 and February 29, 2024 due to the uncertainty of realizing future tax benefits from its net operating loss (NOL) 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 May 31, 2025 and 2024 due to the uncertainty of realizing future tax benefits from its net operating loss (NOL) carryforwards and other deferred tax assets.

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

2 unchanged sentences

The Company did not agree with the FTB’s assessments and challenged the assessments.

Pursuant to a measurement analysis, the Company has not recorded an unrecognized tax benefit related to the FTB’s sourcing position.

The Company maintains an unrecognized tax benefit related to its California R&D credits for all years.

All of the Company’s tax years will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of the utilization of any NOLs.

In May 2025, the Company received new information from the FTB and remeasured the unrecognized tax benefit for California revenue sourcing, resulting in discrete tax expense.

The Company intends to enter into Settlement procedures with the FTB in the next twelve months.

Net Loss Per Share

1 unchanged sentence

Three Months Ended

February 28, 2025 February 29, 2024

May 31, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 43,464 ) $ ( 44,546 ) $ ( 99,815 ) $ ( 86,064 )

2 unchanged sentences

Net loss per share, basic and diluted $ ( 0.52 ) $ ( 0.71 ) $ ( 1.19 ) $ ( 1.47 )

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 months ended February 28, 2025 and February 29, 2024.

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:

February 28, 2025 February 29, 2024

Options to purchase common stock issued and outstanding 11,689,898 9,972,005

Options early exercised subject to vesting — 1,144

Restricted stock units issued and outstanding 2,976,746 2,110,719

3 unchanged sentences

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 $ 1.3 million and $ 1.1 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

As of February 28, 2025 and November 30, 2024, 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 $ 1.5 million and $ 2.8 million for the three and six months ended May 31, 2025, respectively, and $ 1.0 million and $ 2.1 million for the three and six months ended May 31, 2024, respectively.

As of May 31, 2025 and November 30, 2024, the amount recorded in accounts payable and accrued expenses and other current liabilities in connection with this healthcare plan provider was not material.

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