What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 144 added, 110 removed, 498 unchanged (34% of the section changed)

2 unchanged sentences

(in thousands, except share and per share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

27 unchanged sentences

Preferred stock, $ 0.0001 par value;

100,000,000 shares authorized at March 31, 2026 and December 31, 2025;

no shares issued and outstanding at March 31, 2026 and December 31, 2025

100,000,000 shares authorized at June 30, 2026 and December 31, 2025;

no shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

1,000,000,000 shares authorized at March 31, 2026 and December 31, 2025;

144,783,813 and 144,308,383 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

1,000,000,000 shares authorized at June 30, 2026 and December 31, 2025;

145,390,398 and 144,308,383 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 440,024 433,180

6 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

License and milestone revenue $ 9,515 $ 1,242 $ 21,540 $ 3,263

8 unchanged sentences

Amortization of intangibles 3,053 3,228 9,081 6,456

Other operating income, net ( 46 ) ( 750 )

Other operating expense (income), net 150 ( 1,922 ) 104 ( 2,672 )

Total costs and operating expenses 20,052 20,116 42,308 43,114

2 unchanged sentences

Interest income 434 436 921 973

Other income, net 77 1

Other income (expense), net ( 9 ) 27 68 28

Total other income, net 425 463 989 1,001

Loss before income taxes ( 6,212 ) ( 15,756 ) ( 13,477 ) ( 34,062 )

Income tax (expense) benefit ( 442 ) 106

Income tax benefit (expense) 353 ( 119 ) ( 89 ) ( 13 )

Net loss $ ( 5,859 ) $ ( 15,875 ) $ ( 13,566 ) $ ( 34,075 )

4 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 5,859 ) $ ( 15,875 ) $ ( 13,566 ) $ ( 34,075 )

Unrealized net loss on available-for-sale securities ( 18 ) ( 10 ) ( 32 ) ( 29 )

( 14 ) ( 19 )

Comprehensive loss $ ( 5,877 ) $ ( 15,885 ) $ ( 13,598 ) $ ( 34,104 )

3 unchanged sentences

Common Stock Additional

Accumulated other

comprehensive

4 unchanged sentences

Balance at January 1, 2026 144,308,383 $ 14 $ 433,180 $ 12 $ ( 166,179 ) $ 267,027

144,308,383 $ 14 $ 433,180 $ 12 $ ( 166,179 ) $ 267,027

Net loss — — — — ( 7,707 ) ( 7,707 )

1 unchanged sentence

Issuance of common stock under stock compensation plans 475,430 — — — — —

475,430 — — — — —

Unrealized net loss on available-for-sale securities — — — ( 14 ) — ( 14 )

— — — ( 14 ) — ( 14 )

Balance at March 31, 2026 144,783,813 $ 14 $ 436,520 $ ( 2 ) $ ( 173,886 ) $ 262,646

144,783,813 $ 14 $ 436,520 $ ( 2 ) $ ( 173,886 ) $ 262,646

Net loss — — — — ( 5,859 ) ( 5,859 )

Share-based compensation — — 3,159 — — 3,159

Issuance of common stock under stock compensation plans 606,585 1 345 — — 346

Unrealized net loss on available-for-sale securities — — — ( 18 ) — ( 18 )

Balance at June 30, 2026 145,390,398 $ 15 $ 440,024 $ ( 20 ) $ ( 179,745 ) $ 260,274

Balance at January 1, 2025 121,599,488 $ 12 $ 388,979 $ 27 $ ( 101,400 ) $ 287,618

2 unchanged sentences

Issuance of common stock under stock compensation plans 535,453 — 44 — — 44

535,453 — 44 — — 44

Unrealized net loss on available-for-sale securities — — — ( 19 ) — ( 19 )

1 unchanged sentence

Balance at March 31, 2025 122,134,941 $ 12 $ 393,096 $ 8 $ ( 119,600 ) $ 273,516

Net loss — — — — ( 15,875 ) ( 15,875 )

Share-based compensation — — 4,111 — — 4,111

Issuance of common stock under stock compensation plans 566,353 — 297 — — 297

Unrealized net loss on available-for-sale securities — — — ( 10 ) — ( 10 )

ATM facility issuance costs — — 25 — — 25

Balance at June 30, 2025 122,701,294 $ 12 $ 397,529 $ ( 2 ) $ ( 135,475 ) $ 262,064

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

8 unchanged sentences

Change in estimated fair value of contingent liabilities ( 281 ) 225

Gain on sale of ion channel asset

Changes in operating assets and liabilities, net:

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Proceeds from sale of short-term investments — 90

Net cash provided by (used in) investing activities

8,436 ( 878 )

Proceeds from sale of ion channel asset

Net cash provided by investing activities

Financing activities:

Payment of contingent liabilities

Proceeds from issuance of common stock from stock plans 346 341

Payment of transaction costs — ( 61 )

Net cash provided by financing activities

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Description of Business

(“OmniAb” or the “Company”, formerly known as Avista Public Acquisition Corp.

II (“APAC”)) is a biotechnology company that licenses cutting-edge discovery research technology to the pharmaceutical and biotech industries and academic institutions to enable the discovery of next-generation therapeutics.

(“OmniAb” or the “Company”) is a biotechnology company that licenses cutting-edge discovery research technology to the pharmaceutical and biotech industries and academic institutions to enable the discovery of next-generation therapeutics.

The Company’s technology platform creates and screens diverse antibody repertoires and is designed to quickly identify optimal antibodies and other target-binding proteins for its partners’ drug development efforts.

This includes xPloration, the Company's AI-powered, high-throughput single B-cell screening platform.

At the heart of the OmniAb platform is something the Company calls Biological Intelligence™, which powers the immune systems of its proprietary, engineered transgenic animals to create optimized antibody candidates for human therapeutics.

The Company primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs.

Business Combination

On November 1, 2022 (the “Closing Date”), the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“Legacy OmniAb”, formerly known as OmniAb, Inc.), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of APAC (“Merger Sub”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2022 (the “Business Combination”).

Basis of Presentation

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GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The financial information for the three months ended March 31, 2026 and 2025, is unaudited but includes all normal and recurring adjustments unless indicated otherwise, which the Company considered necessary for fair presentation of its condensed consolidated statements of operations and comprehensive loss.

The financial information for the three and six months ended June 30, 2026 and 2025, is unaudited but includes all normal and recurring adjustments unless indicated otherwise, which the Company considered necessary for fair presentation of its condensed consolidated statements of operations and comprehensive loss.

Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation.

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OmniAb qualifies as an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

OmniAb has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, OmniAb, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of OmniAb’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

This may make comparison of OmniAb’s financial statements with another public company, which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Summary of Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and have not materially changed during the three months ended March 31, 2026.

The Company believes that the disclosures provided here are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K.

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The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the total of the amount presented in the condensed consolidated statements of cash flows:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Cash and cash equivalents $ 24,336 $ 25,524

22 unchanged sentences

Financial Instruments Measured on a Recurring Basis

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

Fair Value Measurements as of

March 31, 2026

June 30, 2026

(in thousands) Level 1 Level 2 Level 3 Total

1 unchanged sentence

Money market funds $ 17,015 $ — $ — $ 17,015

Government securities

1,487 — — 1,487

Commercial paper — 999 — 999

Total cash equivalents $ 18,502 $ 999 $ — $ 19,501

3 unchanged sentences

Corporate debt securities — 13,461 — — 13,461

— 2,996 — 2,996

Commercial paper — 8,757 — 8,757

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Government securities $ 28,501 $ — $ — $ 28,501

$ 28,501 $ — $ — $ 28,501

Total short-term investments $ 28,501 $ — $ — $ 28,501

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The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources.

The Company did not adjust or override any fair value measurements provided by these pricing services as of March 31, 2026.

The Company did not adjust or override any fair value measurements provided by these pricing services as of June 30, 2026.

There were no level 2 available-for-sale securities as of December 31, 2025.

2 unchanged sentences

Contingent liabilities are measured at fair value each reporting period by using a probability weighted income approach.

Changes in the fair values of contingent liabilities are recognized in “Other operating income, net” in the condensed consolidated statements of operations and in the operating section of the statements of cash flows.

Changes in the fair values of contingent liabilities are recognized in “Other operating expense (income), net” in the condensed consolidated statements of operations and in the operating section of the statements of cash flows.

Payments of contingent liabilities are disclosed in the financing section of the statements of cash flows.

A reconciliation of the Level 3 financial instruments as of March 31, 2026 and December 31, 2025 is as follows:

A reconciliation of the Level 3 financial instruments as of June 30, 2026 and December 31, 2025 is as follows:

(in thousands) Icagen

3 unchanged sentences

Balance as of December 31, 2025

Payments of contingent liabilities

Fair value adjustments to contingent liabilities ( 281 )

Balance as of March 31, 2026

Balance as of June 30, 2026

Contingent liabilities are classified as Level 3 liabilities as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market.

3 unchanged sentences

The Company classified short-term investments as available-for-sale securities, as the sale of such investments may be required prior to maturity to implement management strategies.

The following tables summarize short-term investments as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

The following tables summarize short-term investments as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

(in thousands) Amortized Cost Gains Losses Estimated

4 unchanged sentences

Commercial paper

8,763 — ( 6 ) 8,757

Total short-term investments $ 27,679 $ — $ ( 20 ) $ 27,659

2 unchanged sentences

Government securities $ 28,489 $ 12 $ — $ 28,501

$ 28,489 $ 12 $ — $ 28,501

Total short-term investments $ 28,489 $ 12 $ — $ 28,501

The Company classified all investments with maturity dates beyond three months at the date of purchase as short-term investments in the condensed consolidated balance sheets based upon its ability and intent to use the investments to satisfy the liquidity needs of current operations.

The following table summarizes available-for-sale investments by maturity as of March 31, 2026:

The following table summarizes available-for-sale investments by maturity as of June 30, 2026:

(in thousands) Amortized Cost Estimated Fair Value

2 unchanged sentences

Total short-term investments $ 27,679 $ 27,659

The following table summarizes the Company’s available-for-sale investments’ gross unrealized losses and fair value aggregated by investment category and the length of time that individual securities have been in a continuous loss position, as of March 31, 2026.

As of March 31, 2026

The following tables summarize the Company’s available-for-sale investments’ gross unrealized losses and fair value aggregated by investment category and the length of time that individual securities have been in a continuous loss position, as of June 30, 2026:

As of June 30, 2026

Less than 12 months More than 12 months Total

5 unchanged sentences

Value Unrealized

Government securities

7 $ 12,849 $ ( 1 ) — $ — $ — 7 $ 12,849 $ ( 1 )

Corporate debt securities 24 $ 11,956 $ ( 14 ) — $ — $ — 24 $ 11,956 $ ( 14 )

Commercial paper 15 7,301 ( 6 ) — — — 15 7,301 ( 6 )

39 $ 19,257 $ ( 20 ) — $ — $ — 39 $ 19,257 $ ( 20 )

The Company had certain available-for-sale debt securities in an unrealized loss position without an allowance for credit loss as of March 31, 2026.

The Company had certain available-for-sale debt securities in an unrealized loss position without an allowance for credit loss as of June 30, 2026.

Unrealized losses on these debt securities have not been recognized into income because (1) the issuers have high credit quality, (2) management does not intend to sell and it is likely that management will not be required to sell these securities prior to their anticipated recovery and (3) the decline in fair value is largely due to market conditions and/or changes in interest rates.

2 unchanged sentences

Accounts Receivable, Unbilled Receivables and Deferred Revenue

Unbilled receivables were $ 3.5 million and $ 0.8 million as of March 31, 2026 and December 31, 2025, respectively.

Current deferred revenue was $ 2.9 million and $ 3.2 million as of March 31, 2026 and December 31, 2025, respectively, and long-term deferred revenue was $ 0.4 million and nil as of March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026, the amount recognized as revenue that was previously deferred at December 31, 2025 was $ 1.2 million.

During the three months ended March 31, 2025, and the amount recognized as revenue that was previously deferred at December 31, 2024 was $ 1.7 million.

Unbilled receivables were $ 0.9 million and $ 0.8 million as of June 30, 2026 and December 31, 2025, respectively.

Current deferred revenue was $ 2.3 million and $ 3.2 million as of June 30, 2026 and December 31, 2025, respectively, and long-term deferred revenue was $ 0.3 million and nil as of June 30, 2026 and December 31, 2025, respectively.

During the three and six months ended June 30, 2026, the amount recognized as revenue that was previously deferred at March 31, 2026 and December 31, 2025 was $ 0.9 million and $ 1.5 million, respectively.

During the three and six months ended June 30, 2025, the amount recognized as revenue that was previously deferred at March 31, 2025 and December 31, 2024 was $ 1.0 million and $ 2.1 million, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Prepaid expenses

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Property and Equipment, Net

Property and equipment, net, consisted of the following as of March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Property and equipment, net, consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Leasehold improvements $ 17,745 $ 17,745

5 unchanged sentences

Total property and equipment, net $ 8,475 $ 9,428

Depreciation expense, which is included in operating expenses, was $ 0.6 million during the three months ended March 31, 2026, respectively, and $ 1.0 million during the three months ended March 31, 2025, respectively.

Depreciation expense, which is included in operating expenses, was $ 0.6 million and $ 1.2 million during the three and six months ended June 30, 2026, respectively, and $ 0.8 million and $ 1.8 million during the three and six months ended June 30, 2025, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Accrued expenses and other current liabilities consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Compensation $ 3,876 $ 5,788

4 unchanged sentences

Goodwill and Intangible Assets, Net

Goodwill and intangible assets, net consisted of the following as of March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Goodwill and intangible assets, net consisted of the following as of June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Goodwill $ 83,979 $ 83,979

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Total goodwill and other identifiable intangible assets, net $ 200,047 $ 209,128

There were no changes in the carrying amount of goodwill during the three months ended March 31, 2026 and 2025.

There were no changes in the carrying amount of goodwill during the three and six months ended June 30, 2026 and 2025.

Intangible Assets

Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years and is reflected within “Amortization of intangibles” in the condensed consolidated statements of operations.

Amortization expense of $ 6.0 million and $ 3.2 million was recognized during the three months ended March 31, 2026 and 2025 respectively.

During the three months ended March 31, 2026, the Company identified a triggering event over its customer relationship intangible asset within the legacy small molecule ion channel asset group.

Amortization expense of $ 3.1 million and $ 9.1 million was recognized during the three and six months ended June 30, 2026, respectively.

Amortization expense of $ 3.2 million and $ 6.5 million was recognized during the three and six months ended June 30, 2025, respectively.

During the six months ended June 30, 2026, the Company identified a triggering event over its customer relationship intangible asset within the legacy small molecule ion channel asset group.

The triggering event resulted from the discontinuation of certain legacy small molecule ion channel programs, which resulted in the Company having no expected future cash flows from the customer relationship.

2 unchanged sentences

The impairment charge was recorded as “Amortization of intangibles” in the condensed consolidated statements of operations.

For the three months ended March 31, 2025, there was no impairment of finite-lived intangible assets.

For the six months ended June 30, 2025, there was no impairment of finite-lived intangible assets.

The remaining weighted-average useful life of finite-lived intangible assets is 9.8 years.

At March 31, 2026, future amortization expense on intangible assets is estimated to be as follows (in thousands):

Remaining nine months ending December 31, 2026

At June 30, 2026, future amortization expense on intangible assets is estimated to be as follows (in thousands):

Remaining six months ending December 31, 2026

Thereafter 61,309

Total future amortization expense $ 116,068

Gain on Sale of Ion Channel Asset

On May 7, 2025, the Company entered into an Asset Purchase and Assignment Agreement (the “Asset Purchase Agreement”) with Angelini Pharma S.p.A.

(“Angelini”).

Under the Asset Purchase Agreement, the Company sold, transferred, assigned and conveyed to Angelini, and Angelini purchased, acquired and accepted from the Company, all of the Company’s rights, title and interest in and to the transferred assets, which include among other things the intellectual property and related know-how (collectively, the “Purchased Assets”) generated in connection with the license agreement, dated December 4, 2018, as amended on June 30, 2021, October 21, 2022, and December 22, 2023, by and between F.

Hoffmann-La Roche Ltd (“Roche”) and the Company’s subsidiary Icagen, which allowed the Company to receive potential development and commercial milestones and royalties on net sales of any approved products.

The sale qualified as a sale of a non-financial asset and the carrying value of the Purchased Assets as of May 7, 2025 was zero.

Cash proceeds from the sale of $ 3.0 million were recorded to other operating income, net during the six months ended

June 30, 2025, and included as a part of income from operations in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets.

Commitments and Contingencies

3 unchanged sentences

The below tables provide supplemental cash flow and other information related to operating leases (in thousands, except for lease term and discount rate):

Three Months Ended March 31,

Six Months Ended June 30,

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

$ 1,934 $ 1,872

Right-of-use assets obtained in exchange for lease obligations:

As of March 31,

As of June 30,

Weighted average remaining lease term (in years) 5.4 6.4

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These variable lease costs include amounts relating to common area maintenance and are expensed when the obligation for those payments is incurred and are recognized as operating expenses in the condensed consolidated statements of operations.

The following table summarizes the components of operating lease expense for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes the components of operating lease expense for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Total lease costs $ 1,170 $ 1,228 $ 2,281 $ 2,277

Future minimum lease commitments are as follows as of March 31, 2026 (in thousands):

Future minimum lease commitments are as follows as of June 30, 2026 (in thousands):

Operating Leases

Remaining nine months ending December 31, 2026

Remaining six months ending December 31, 2026

Thereafter 4,756

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However, the outcome of disputes is inherently uncertain.

Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect future results of operations or cash flows, or both, in a particular period.

Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable

resolution of one or more matters could materially affect future results of operations or cash flows, or both, in a particular period.

Stockholders' Equity

Business Combination

On November 1, 2022 (the “Closing Date”), the Company (which prior to the Business Combination (defined below) was known as Avista Public Acquisition Corp.

II (“APAC”)), Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“Legacy OmniAb”, formerly known as OmniAb, Inc.), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Avista Public Acquisition Corp.

II (“Merger Sub”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2022 (the “Business Combination”).

Authorized and Outstanding Capital Stock

1 unchanged sentence

The total amount of authorized capital stock consists of 1,000,000,000 shares of common stock and 100,000,000 shares of preferred stock.

As of March 31, 2026, no shares of preferred stock were issued or outstanding.

As of June 30, 2026, no shares of preferred stock were issued or outstanding.

Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights.

Subject to preferences that may be

applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds.

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds.

In the event of the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of the Company's debts and other liabilities, subject to the prior rights of any preferred stock then outstanding.

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The Earnout Shares are not transferable until the vesting condition for the applicable tranche of Earnout Shares has been achieved.

Prior to vesting, holders of Earnout Shares are entitled to exercise the voting rights carried by such shares and receive any dividends or other distributions in respect of such shares.

As of March 31, 2026, 14,999,243 Earnout Shares were issued and outstanding.

Prior to vesting, holders of Earnout Shares are entitled to exercise the

voting rights carried by such shares and receive any dividends or other distributions in respect of such shares.

As of June 30, 2026, 14,999,243 Earnout Shares were issued and outstanding.

Pursuant to the Sponsor Insider Letter Agreement executed concurrently with the Merger Agreement, by and among APAC, Avista Acquisition LP II (the “Sponsor”), Legacy OmniAb and certain insiders of APAC, 1,293,299 shares of OmniAb common stock held by the Sponsor became subject to the same price-based vesting conditions as the Earnout Shares (the “Sponsor Earnout Shares”).

The Sponsor Earnout Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in capital as part of the Business Combination.

As of March 31, 2026, 1,293,299 Sponsor Earnout Shares were issued and outstanding.

As of June 30, 2026, 1,293,299 Sponsor Earnout Shares were issued and outstanding.

The Earnout Shares and Sponsor Earnout Shares will be automatically forfeited for no consideration if an applicable triggering event has not occurred from the Closing Date to and including the fifth anniversary of the Closing Date.

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Under the 2022 Plan, the Company may grant cash and equity incentive awards to eligible employees, directors and consultants.

As of March 31, 2026, the aggregate number of shares of our common stock that may be issued under the 2022 Plan is 44,350,069 shares.

As of June 30, 2026, the aggregate number of shares of our common stock that may be issued under the 2022 Plan is 44,072,841 shares.

In addition, the number of shares of our common stock available for issuance under the 2022 Plan will be annually increased on January 1 of each calendar year beginning in 2023 and ending in 2032 by an amount equal to the lesser of (i) a number equal to 5 % of the fully-diluted shares on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by the Company's board of directors.

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2022 OmniAb Service Provider Assumed Award Plan (collectively, the “OmniAb Prior Plans”), which govern the OmniAb equity awards issued upon adjustment of outstanding Ligand equity awards in connection with Ligand’s distribution of Legacy OmniAb common stock to Ligand stockholders.

All awards under the OmniAb Prior Plans that were outstanding as of the closing of the Business Combination continued to be governed by the terms, conditions and procedures set forth in the OmniAb Prior Plans and any applicable award agreements, as those terms may be

equitably adjusted in connection with the Business Combination.

The Company assumed the OmniAb Prior Plans in connection with the closing of the Business Combination, and each of the awards thereunder.

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The Company is not obligated to sell, and the Sales Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement.

No shares of common stock in the ATM offering were issued during the three months ended March 31, 2026.

No shares of common stock in the ATM offering were issued during the six months ended June 30, 2026.

PIPE Offering

6 unchanged sentences

The Company recognized share-based compensation expense by function as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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The Company recognized share-based compensation expense by award type as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Due to the Company’s limited trading history for its common stock, the Company lacks sufficient historical data to support its expected stock price volatility.

As such, the Company utilized a weighted approach by

blending its own limited historical data with the volatilities of publicly traded biotechnology peers.

As such, the Company utilized a weighted approach by blending its own limited historical data with the volatilities of publicly traded biotechnology peers.

The Company will continue to apply this approach until it has enough historical data to solely support its expected volatility.

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The fair value of each option issued was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Risk-free interest rate 4.2 % 4.0 % 3.8 % 4.4 %

11 unchanged sentences

Cancelled/Expired ( 880,627 ) $ 6.31

Outstanding at March 31, 2026

Outstanding at June 30, 2026

23,436,517 $ 4.60 7.5 $ 5,119

Exercisable at March 31, 2026

Exercisable at June 30, 2026

12,450,929 $ 6.27 6.3 $ 242

_____________

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options as of March 31, 2026.

As of March 31, 2026, unrecognized share-based compensation expense related to OmniAb options was $ 17.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.38 years.

There were no OmniAb options exercised by OmniAb service providers during the three months ended March 31, 2026.

There were no OmniAb options exercised by Ligand service providers during the three months ended March 31, 2026.

As of June 30, 2026, unrecognized share-based compensation expense related to OmniAb options was $ 15.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.31 years.

The aggregate intrinsic value of OmniAb options exercised by OmniAb service providers during the six months ended June 30, 2026 was negligible.

Cash received from OmniAb options exercised by OmniAb service providers during the six months ended June 30, 2026 was negligible.

There were no OmniAb options exercised by Ligand service providers during the six months ended June 30, 2026.

Restricted Stock Units

2 unchanged sentences

The fair value of RSUs is determined by the closing market price on the grant date.

The following table summarizes RSU activity during the three months ended March 31, 2026 under the Company’s equity awards plans:

The following table summarizes RSU activity during the six months ended June 30, 2026 under the Company’s equity awards plans:

Shares Weighted-Average Grant Date Fair Value

4 unchanged sentences

Forfeited ( 8,459 ) $ 2.18

Unvested balance at March 31, 2026

Unvested balance at June 30, 2026

1,995,470 $ 2.68

As of March 31, 2026, unrecognized share-based compensation expense related to OmniAb RSUs was $ 4.8 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.47 years.

The aggregate intrinsic value of OmniAb RSUs vested for OmniAb service providers during the three months ended March 31, 2026 was $ 0.8 million.

As of June 30, 2026, unrecognized stock-based compensation expense related to OmniAb RSUs was $ 4.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.32 years.

The aggregate intrinsic value of OmniAb RSUs vested for OmniAb service providers during the six months ended June 30, 2026 was $ 1.4 million.

Employee Stock Purchase Plan

2 unchanged sentences

The purchase price for shares of common stock purchased under the ESPP is equal to 85 % of the lesser of the fair market value of the Company’s common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each six month purchase period in the applicable offering period.

As of March 31, 2026, the aggregate number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP equals 5,087,532 shares of the Company’s common stock.

As of June 30, 2026, the aggregate number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP equals 4,808,025 shares of the Company’s common stock.

In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on (and including) January 1, 2032, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1 % of the fully diluted shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by the Company’s board of directors.

As of March 31, 2026, there was $ 0.3 million of unrecognized share-based compensation expense associated with the ESPP, which is expected to be recognized over a remaining weighted-average period of 0.86 years.

During the three months ended March 31, 2026, there were no shares issued pursuant to the ESPP.

As of June 30, 2026, there was $ 0.3 million of unrecognized share-based compensation expense associated with the ESPP, which is expected to be recognized over a remaining weighted-average period of 0.87 years.

During the six months ended June 30, 2026, there were 279,507 shares issued pursuant to the ESPP.

The Company’s effective tax rate may vary from the U.S.

federal statutory tax rate due to the valuation allowance placed on deferred tax assets, change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses, stock award activities and other permanent differences between income before income taxes and taxable income.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025 was ( 6.1 )% and 0.6 %, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2026 was 5.7 % and ( 0.7 )%, respectively.

The variance from the U.S.

federal statutory tax rate of 21.0% for each of the three months ended March 31, 2026 and 2025 was primarily due to the valuation allowance established on federal and state attributes and the tax impact of stock award activities that was partially offset with the benefit related to research and development tax credits.

The Company considered the realizability of the deferred tax assets and recorded a valuation allowance as necessary for the amount of deferred tax assets which are not more likely than not to be realized as of March 31, 2026.

federal statutory tax rate of 21.0% for each of the three and six months ended June 30, 2026 was primarily due to the valuation allowance established on federal and state attributes, the tax impact of stock award activities, and the benefit related to research and development tax credits.

The Company’s effective tax rate for each of the three and six months ended June 30, 2025 was ( 0.8 )% and 0.0 %, respectively.

The variance from the U.S.

federal statutory tax rate of 21.0% for each of the three and six months ended June 30, 2025 was primarily due to the valuation allowance established on federal and state attributes and the tax impact of stock award activities that was partially offset with the benefit related to research and development tax credits.

Net Loss Per Share

4 unchanged sentences

The Earnout Shares are excluded from the calculation of basic and diluted weighted-average number of common shares outstanding until vested.

The following table outlines the basic and diluted net loss per share for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table outlines the basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

24 unchanged sentences

These expenses consist of (1) personnel related expenses, including salaries, benefits and share-based compensation, (2) external expenses, including third-party costs for goods and services such as lab supplies and contract research, and (3) facility and other overhead expenses, including depreciation and occupancy costs.

The following table outlines information about segment revenues, significant segment expenses, and segment net loss for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table outlines information about segment revenues, significant segment expenses, and segment net loss for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Cost of xPloration revenue

610 262 625 265

Research and development expenses

Personnel related expenses

4,784 5,517 9,579 12,366

External expenses

3,035 3,249 6,175 6,972

Facility and other overhead expenses

1,767 2,098 3,472 4,128

Total research and development expenses

9,586 10,864 19,226 23,466

General and administrative expenses

3 unchanged sentences

Total general and administrative expenses

6,653 7,684 13,272 15,599

Amortization of intangibles

Other operating income, net ( 46 ) ( 750 )

3,053 3,228 9,081 6,456

Other operating income (expense), net 150 ( 1,922 ) 104 ( 2,672 )

Total costs and operating expenses 20,052 20,116 42,308 43,114

Total other income, net

Income tax (expense) benefit

425 463 989 1,001

Income tax benefit (expense) 353 ( 119 ) ( 89 ) ( 13 )

$ ( 5,859 ) $ ( 15,875 ) $ ( 13,566 ) $ ( 34,075 )

All long-term assets are maintained in, and all net losses are attributable to, the United States of America.

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