What changed in this filing

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Item 1. Financial Statements

2025-10-09 compared with 2025-07-09 · 101 added, 80 removed, 612 unchanged (23% of the section changed)

6 unchanged sentences

Cash and cash equivalents $ 78,438 $ 109,997

Marketable securities, current 401,521 499,586

Accounts receivable 19,000 —

Marketable securities 350,391 499,586

Prepaid expenses and other current assets 11,774 9,804

17 unchanged sentences

Stockholdersʼ equity:

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

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

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

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

76,872,686 and 75,870,718 shares issued and outstanding as of August 31, 2025 and November 30, 2024, respectively

Additional paid-in capital 1,297,061 1,265,536

Accumulated other comprehensive income (loss) ( 20 ) 150

Accumulated other comprehensive income 119 150

Accumulated deficit ( 925,005 ) ( 738,769 )

6 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

18 unchanged sentences

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

35 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 of common stock 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

Common stock Additional

19 unchanged sentences

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

Exercise of stock options 18,822 1 177 — — 178

Vesting of restricted stock units 311,485 — — — — —

Issuance of common stock under employee stock purchase plan 108,715 — 977 — — 977

Stock-based compensation — — 9,776 — — 9,776

Unrealized gain on available-for-sale marketable securities — — — 139 — 139

Net loss — — — — ( 86,421 ) ( 86,421 )

Balance as of August 31, 2025 76,872,686 $ 77 $ 1,297,061 $ 119 $ ( 925,005 ) $ 372,252

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

2 unchanged sentences

(in thousands)

Six Months Ended May 31,

Nine Months Ended August 31,

Cash flows from operating activities

6 unchanged sentences

Changes in operating assets and liabilities:

Accounts receivable ( 19,000 ) —

Prepaid expenses and other assets ( 4,945 ) 767

25 unchanged sentences

Vesting of early exercised stock options $ — $ 33

As of May 31,

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

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

As of August 31, 2025, the Company had cash, cash equivalents and marketable securities of $ 428.8 million and an accumulated deficit of $ 925.0 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.

9 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 and six months ended May 31, 2025.

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

35 unchanged sentences

ROU assets also include any initial direct costs incurred and any lease payments made on or before the lease commencement date, less any lease incentives received.

The Company uses its incremental borrowing rate, if an implicit rate is not readily available, and the information available at the date of lease commencement in determining its lease liabilities.

The Company’s incremental borrowing rate is based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment, and the determination of the rate requires the Company to make certain assumptions and judgements, including on its synthetic credit rating.

The Company uses its incremental borrowing rate, if an implicit rate is not readily determinable, and the information available at the date of lease commencement in determining its lease liabilities.

Leases may include options to extend or early terminate the lease term.

If the Company, using judgement, is reasonably certain that an option will be exercised, then the option will be included in the calculation of the lease term.

If the Company, using judgment, is reasonably certain that an option will be exercised, then the option will be included in the calculation of the lease term.

The Company elected to combine lease and non-lease components for all underlying assets groups, and not recognize ROU assets or lease liabilities for short-term leases.

45 unchanged sentences

This amendment is effective for the Company in the fiscal year beginning December 1, 2024, and interim periods within the fiscal year beginning December 1, 2025, on a retrospective basis with early adoption permitted.

The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed financial statements.

The Company does not expect the adoption of this standard to have a material impact on its condensed financial statements.

The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2025, and for the interim reporting periods thereafter.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740):

32 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, 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.

In addition, from the signing of the Gilead Agreement to August 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 August 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 May 31, 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 August 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 May 31, 2025, no milestones have been achieved related to the extended research term.

As of August 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 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.

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Gilead Research Term Extension of $ 2.1 million and $ 5.5 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

For the 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, 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.

As of August 31, 2025, deferred revenue related to the Gilead Agreement was $ 5.5 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.

16 unchanged sentences

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.

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

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.

9 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, 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.

In addition, from the signing of the Sanofi Agreement to August 31, 2025, the Company has received payments of $ 20.0 million for research milestones and $ 30.0 million for license extension fees.

As of August 31, 2025, the Company is eligible to receive up to approximately $ 930.0 million in total additional payments, including payments of up to $ 180.0 million upon the achievement of specified research and development milestones, 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 May 31, 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 August 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.

3 unchanged sentences

The research period was extended as part of the Sixth Sanofi Amendment and a cumulative effect was recorded in the second quarter of fiscal year 2024.

The initial research term ended in the second quarter of fiscal year 2025.

Using the cost-based input method, which the Company determined most faithfully depicts the transfer of its performance obligation to Sanofi, 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, 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 .

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of zero and $ 16.1 million, respectively, of which zero 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.

The Company also recognized $ 30.0 million in license revenue received pursuant to the Sanofi License Extensions during the nine months ended August 31, 2025.

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, were related to activities satisfied in previous periods.

As of August 31, 2025, deferred revenue related to the Sanofi Agreement was zero .

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

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 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.

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

As of August 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 May 31, 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 August 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 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.

For the three and nine months ended August 31, 2025, the Company recognized collaboration revenue related to the Pfizer Agreement of $ 5.8 million and $ 13.8 million, respectively, all of which was included in deferred revenue as of the beginning of the period.

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, were related to activities satisfied in previous periods.

As of August 31, 2025, deferred revenue related to the Pfizer Agreement was $ 35.7 million, of which $ 20.5 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 May 31, 2025 and November 30, 2024 (in thousands):

May 31, 2025 Level Amortized

August 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 May 31, 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 August 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

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

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

treasury securities $ 47,008 $ ( 5 ) $ — $ — $ 47,008 $ ( 5 )

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 $ 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 accrued interest receivable related to the Company’s marketable securities was $ 1.7 million and $ 1.5 million as of August 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 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.

There were no transfers of financial instruments between valuation levels during the three and nine months ended August 31, 2025 and 2024.

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

During the three and nine months ended August 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 May 31, 2025, the Company was not a party to any material legal proceedings.

As of August 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 expired in April 2025.

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.

These lease agreements were originally scheduled to expire in April 2025.

In September 2024, the Company entered into an amendment to extend the lease term through October 2025.

The minimum rent payable by the Company pursuant to the lease amendment is approximately $ 0.4 million per month.

15 unchanged sentences

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

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.

In May 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.

The lease commenced in June 2025 when the underlying assets became available for use and the Company recorded a $ 5.8 million ROU asset and lease liability on the condensed balance sheet.

A security deposit of $ 0.5 million was also recorded in other assets, non-current on the condensed balance sheet.

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

1 unchanged sentence

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 $ 1.3 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.

Variable lease payments related to operating expenses, including utilities, maintenance costs and real estate taxes, were $ 1.8 million and $ 5.0 million for the three and nine months ended August 31, 2025, respectively, and $ 1.8 million and $ 5.2 million for the three and nine months ended August 31, 2024, respectively.

Operating lease expenses, excluding variable lease payments, were $ 3.9 million and $ 9.8 million for the three and nine months ended August 31, 2025, respectively, and $ 2.2 million and $ 6.8 million for the three and nine months ended August 31, 2024, 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 $ 6,534 $ 6,177

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.

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, 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 May 31, 2025, no dividends have been declared.

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

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

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

As of August 31, 2025, the Company had 990,016 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 May 31, 2025, the Company had 1,971,450 shares of common stock available for grant under the 2024 Inducement Plan.

As of August 31, 2025, the Company had 1,843,600 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 ( 234,497 ) 16.59

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

Balances as of August 31, 2025 11,694,499 $ 15.70

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

4 unchanged sentences

RSUs forfeited ( 189,361 ) 14.93

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

Balances as of August 31, 2025 2,685,470 $ 14.15

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, 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 nine months ended August 31, 2025, the Company issued 192,445 shares of common stock pursuant to the ESPP at a weighted-average price of $ 11.59 per share.

Stock-Based Compensation

1 unchanged sentence

Three Months Ended,

May 31, Six Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

2 unchanged sentences

Total stock-based compensation $ 9,772 $ 8,754 $ 28,879 $ 25,421

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.

As of August 31, 2025, the total compensation cost related to stock-based awards not yet recognized was $ 69.0 million, which is expected to be amortized on a straight-line basis over the weighted-average remaining vesting period of approximately 2.3 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 $ 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.

The Company has made contributions to the 401(k) Plan and recorded contribution expense of $ 0.1 million and $ 1.1 million during the three and nine months ended August 31, 2025, respectively, and $ 0.1 million and $ 0.8 million during the three and nine months ended August 31, 2024, respectively.

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

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, 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 has generated losses since inception and has established a valuation allowance to offset deferred tax assets as of August 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.

3 unchanged sentences

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.

The Company entered into settlement procedures with the FTB in September 2025.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

The OBBBA includes several significant tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company will no longer be required to capitalize its domestic research and experimental costs under Section 174 of the Internal Revenue Code beginning with the tax year ending November 30, 2026.

The Company does not expect the enactment of OBBBA to have a material impact on its condensed financial statements.

Net Loss Per Share

1 unchanged sentence

Three Months Ended

May 31, Six Months Ended

August 31, Nine Months Ended

2025 2024 2025 2024

3 unchanged sentences

Net loss per share, basic and diluted $ ( 1.03 ) $ ( 0.67 ) $ ( 2.22 ) $ ( 2.13 )

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, 2025 and 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:

5 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 $ 1.5 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.

Expenses related to the healthcare plan premiums were $ 1.8 million and $ 4.6 million for the three and nine months ended August 31, 2025, respectively, and $ 1.0 million and $ 3.2 million for the three and nine months ended August 31, 2024, respectively.

As of August 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