What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-12 · 101 added, 63 removed, 207 unchanged (44% of the section changed)

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In November 2023, we initiated OPERA-01, our pivotal Phase 3 clinical trial of palazestrant as a monotherapy in second/third-line ER+/HER2- MBC.

We anticipate top-line results for this trial in the fall of 2026, expect to submit the new drug application (NDA) in 2027, and, if successful, anticipate potential U.S.

Food and Drug Administration (FDA) approval and commercial launch in late 2027.

We have completed enrollment and anticipate top-line results for this trial in the first quarter of 2027, expect to submit the new drug application (NDA) in 2027, and, if successful, anticipate potential U.S.

Food and Drug Administration (FDA) approval and commercial launch in 2028.

In addition, we are investigating palazestrant in multiple Phase 1/2 studies in combination with CDK4/6 inhibitors (palbociclib or ribociclib), a phosphatidylinositol-3-kinase alpha (PI3Ka) inhibitor (alpelisib), with an mTOR inhibitor (everolimus), and a CDK4 inhibitor (atirmociclib).

In October 2025, at the European Society for

Medical Oncology, we presented updated results from the ongoing Phase 1b/2 clinical trial of palazestrant in combination with ribociclib in patients with ER+/HER2- advanced or MBC.

This data further support our thesis that palazestrant possesses key characteristics to make it a potential backbone endocrine therapy of preference for ER+/HER2- breast cancer, while also supporting the ongoing pivotal Phase 3 clinical trial of palazestrant in combination with ribociclib in front-line ER+/HER2- MBC, called OPERA-02.

The execution of OPERA-02 is supported by our clinical trial collaboration and supply agreement with Novartis Pharma AG (Novartis), which was also announced in December 2024.

Under the terms of the agreement, Novartis is providing Olema with ribociclib drug supply for the OPERA-02 trial, which we initiated in 2025.

We anticipate top-line data from this trial in 2028 and, if successful, anticipate potential FDA approval and commercial launch in the frontline MBC setting in the United States in 2029.

The Phase 1b/2 study investigating

palazestrant in combination with atirmociclib has completed enrollment.

In October 2025, at the European Society for Medical Oncology (ESMO) Annual Meeting, we presented updated results from the ongoing Phase 1b/2 clinical trial of palazestrant in combination with ribociclib in patients with ER+/HER2- MBC.

The execution of OPERA-02 is supported by our clinical trial collaboration and supply agreement with Novartis Pharma AG (Novartis), which was announced in December 2024.

Under the terms of the agreement, Novartis is providing Olema with ribociclib drug supply for the OPERA-02 trial, which initiated in 2025 and is currently enrolling patients.

Our second product candidate in clinical development, called OP-3136, is a novel, orally-available small molecule that potently and selectively inhibits KAT6, an epigenetic target that is dysregulated in breast and other cancers.

The Investigational New Drug (IND) application for OP-3136 was cleared by the FDA in late 2024 and the Phase 1 study is enrolling patients.

In April 2025, we presented preclinical data at the AACR Annual Meeting demonstrating the anti-tumor activity of OP-3136 in prostate, ovarian, and non-small cell lung cancer models.

In April 2026, at the AACR Annual Meeting, we presented preclinical data demonstrating that OP-3136, in combination with palazestrant, exhibited synergistic anti-tumor activity in ER+/HER2- breast cancer models driven by suppression of cell-cycle and estrogen receptor-driven oncogenic signaling.

We expect to present initial clinical results from the OP-3136 Phase 1 study at the 2026 American Society of Clinical Oncology Annual Meeting in May.

In preclinical studies, OP-3136 has demonstrated anti-tumor activity in prostate, ovarian, and non-small cell lung cancer models and is combinable and synergistic with endocrine therapies, including palazestrant and CDK4/6 inhibitors, in breast cancer models.

At the American Association for Cancer Research (AACR) Annual Meeting in April 2026, we presented additional preclinical data demonstrating that OP-3136, in combination with palazestrant, exhibited synergistic anti-tumor activity in ER+/HER2- breast cancer models driven by suppression of cell-cycle and estrogen receptor-driven oncogenic signaling.

At the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting, we presented encouraging initial clinical data from the monotherapy arm of the OP-3136 Phase 1 study.

These data showed OP-3136 monotherapy was well-tolerated, with no dose-limiting toxicities observed and no discontinuations due to treatment-related adverse events, and showed evidence of anti-tumor activity across multiple solid tumor types at multiple dose levels.

We anticipate presenting initial combination data from the Phase 1 clinical study of OP-3136 in combination with fulvestrant or palazestrant in mid-2027.

Furthermore, in May 2026, we announced a clinical trial collaboration and supply agreement with Bayer AG (Bayer) to evaluate the safety, tolerability, and preliminary anti-tumor activity OP-3136 in combination with NUBEQA ® (darolutamide), Bayer’s androgen receptor inhibitor, in approximately 36 patients with metastatic castration-resistant prostate cancer.

This new combination arm in the ongoing OP-3136 Phase 1 study is expected to initiate in the fourth quarter of 2026.

Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, research and development activities, business planning, raising capital, establishing and maintaining our intellectual property portfolio, conducting non-clinical studies and clinical trials, and providing general and administrative support for these operations.

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We have incurred significant operating losses since the commencement of our operations.

Our net losses were $53.1 million and $30.4 million for the three months ended March 31, 2026 and 2025, respectively.

We expect to incur significant and increasing losses for the foreseeable future as we continue to advance our product candidates, make potential milestone payments to our licensors, and as we continue to operate as a public company.

Our net losses were $116.3 million and $74.2 million for the six months ended June 30, 2026 and 2025, respectively.

Our net losses may fluctuate significantly from period to period, depending on the timing of expenditures on our research and development activities.

As of March 31, 2026, we had an accumulated deficit of $650.6 million.

As of June 30, 2026, we had an accumulated deficit of $713.8 million.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures and general and administrative expenditures.

Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and other current liabilities.

Cash used to fund operating expenses is impacted

by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and other current liabilities.

We expect to continue to incur net operating losses for at least the next several years, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will continue to increase.

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Global economic and business activities continue to face widespread uncertainty due to the geopolitical and macroeconomic environment, generally, including economic and geopolitical uncertainty, market volatility, labor shortages, evolving trade and tariffs policies, including related legal challenges, trade tensions, and retaliatory measures by other countries, supply chain disruptions, military conflicts, as well as any related political or economic responses or counter-responses by various global actors, inflationary pressures, monetary supply shifts, increased recession risk, and related financial instability.

The extent of the impact of these factors on our

operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted.

The extent of the impact of these factors on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted.

Any continued or renewed disruption resulting from these factors could negatively impact our business.

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• allocated facility-related costs, which include rent, depreciation and maintenance expenses, and other operating costs;

• costs to continue to enhance our clinical, operational, financial and information systems and expand our personnel to support ongoing product development and planned future commercialization efforts.

Internal expenses include employee and personnel-related costs and expenses, including salaries, benefits and stock-based compensation expense for employees and personnel engaged in research and development functions.

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General and administrative

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expense, for personnel in executive, finance, accounting, business development, communications and investor relations, commercialization, legal, human resources, information technology (IT), and administrative functions.

General and administrative expenses consist primarily of personnel expenses, including salaries, benefits and stock-based compensation expenses, for personnel in executive, finance, accounting, business development, communications and investor relations, commercialization, legal, human resources, information technology (IT), and administrative functions.

General and administrative expenses also include costs not otherwise included in research and development expenses, including corporate facility costs, depreciation and other expenses, which include rent and maintenance of facilities and insurance, and professional fees for legal, patent and consulting services.

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Total other income

Total other income consists of interest income and other income.

Total other income consists of interest income and other income or loss.

Interest income primarily consists of interest earned from our cash equivalents and marketable securities.

Other income primarily consists of realized and unrealized foreign currency remeasurement gain (loss), interest expense, and other miscellaneous income (expense) not related to operating activities.

Other income or loss primarily consists of realized and unrealized foreign currency remeasurement gain (loss), interest expense, and other miscellaneous income (expense) not related to operating activities.

Results of operations

Comparison of the three months ended March 31, 2026 and 2025

The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Comparison of the three months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

(in thousands)

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Interest income

Other income (loss)

Other (loss) income

Total other income

*NM - Not Meaningful

Research and development expenses

The following table summarizes our research and development expenses by functional area for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table summarizes our research and development expenses by functional area for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

(in thousands)

CROs, CMOs and other clinical development related third-party vendor expenses

CROs and other clinical development related third-party vendor expenses

Compensation and related benefits

Stock-based compensation

Other research and development expenses

Milestone payment owed to Aurigene

Total research and development expenses

Research and development expenses for the three months ended June 30, 2026 increased by $13.9 million, or 32%, compared to the same period in 2025.

The increase primarily reflects (i) the continued execution of our clinical development strategy, including ongoing activities supporting our pivotal Phase 3 OPERA-01 and OPERA-02 trials for palazestrant, continued advancement of our Phase 1 OP-3136 clinical program, and increased manufacturing and clinical supply activities supporting these programs, and (ii) increased personnel-related costs, including higher non-cash stock-based compensation expense associated with equity awards granted at higher market prices and increased headcount to support our expanding development activities.

These increases were partially offset by the $10.0 million milestone expense related to Aurigene that was recognized in the same period in 2025.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2026 increased by $5.4 million, or 137%, compared to the same period in 2025.

The increase primarily reflects the continued investment in

personnel and corporate infrastructure to support our expanding late-stage clinical development activities and anticipated future commercial operations, including higher non-cash stock-based compensation of $3.0 million associated with equity awards granted at higher market prices, and increased professional fees of $1.8 million.

Other loss for the three months ended June 30, 2026 was primarily attributable to unfavorable foreign currency exchange rate fluctuations.

Comparison of the six months ended June 30, 2026 and 2025

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands)

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

Other income:

Interest income

Total other income

*NM - Not Meaningful

Research and development expenses

The following table summarizes our research and development expenses by functional area for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands)

CROs and other clinical development related third-party vendor expenses

Compensation and related benefits

Stock-based compensation

Other research and development expenses

Milestone payment owed to Aurigene

Total research and development expenses

Research and development expenses for the three months ended March 31, 2026 were $49.2 million, compared to $30.6 million for the three months ended March 31, 2025.

The increase of $18.6 million was primarily related to (i) increased spending on clinical development-related activities as we continue to advance palazestrant through late-stage clinical trials and OP-3136 in early-stage clinical studies, and (ii) increased personnel-related costs, including an increase in non-cash stock-based compensation expense of $3.3 million mainly due to higher grant price in 2026, and higher headcount.

Research and development expenses for the six months ended June 30, 2026 increased by $32.5 million, or 44%, compared to the same period in 2025.

The increase was primarily attributable to (i) the increased spending on clinical development-related activities as we continued to advance palazestrant through late-stage clinical trials and OP-3136 in early-stage clinical studies, as well as (ii) the increased personnel-related costs, including higher non-cash stock-based compensation expense associated with equity awards granted at higher market prices and increased headcount to support our expanding development activities.

These increases were partially offset by the absence of $10.0 million of milestone expense related to Aurigene in 2026 that was recognized in the same period in 2025.

General and administrative expenses

General and administrative expenses for the three months ended March 31, 2026 were $8.8 million compared to $4.2 million for the three months ended March 31, 2025.

The increase of $4.6 million was primarily attributable to higher corporate-related costs, increased personnel-related costs, including an increase in non-cash stock-based compensation expense of $2.5 million mainly due to higher grant price in 2026.

Other income for the three months ended March 31, 2026 was $4.9 million, compared to $4.5 million for the three months ended March 31, 2025.

The increase of $0.4 million was primarily due to an increase in interest income from our investments in interest-bearing money market funds and marketable securities mainly due to higher investment balance.

General and administrative expenses for the six months ended June 30, 2026 increased by $9.9 million, or 121%, compared to the same period in 2025.

The increase was primarily attributable to (i) a $5.5 million increase in non-cash stock based compensation expense associated with equity awards granted at higher market prices, (ii) a $2.8 million increase in professional fees associated with build-out of our corporate infrastructure to support the continued growth, and (iii) a $1.1 million increase in payroll related costs related to increased headcount.

Other loss for the six months ended June 30, 2026 was primarily attributable to unfavorable foreign currency exchange rate fluctuations.

Liquidity and capital resources

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Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses and negative cash flows from our operations.

Our net losses were $53.1 million and $30.4 million for the three months ended March 31, 2026 and 2025, respectively.

From our inception through March 31, 2026, we had received aggregate net proceeds of $1.1 billion from sales of our common stock, convertible preferred stock and issuance of convertible promissory notes, stock option exercises, sale of stock through the Company’s 2020 Employee Stock Purchase Plan (ESPP), and borrowings under our Credit Facility, as defined below.

As of March 31, 2026, we had $505.3 million in cash, cash equivalents and marketable securities and accumulated deficit of $650.6 million.

Our net losses were $116.3 million and $74.2 million for the six months ended June 30, 2026 and 2025, respectively.

From our inception through June 30, 2026, we had received aggregate net proceeds of $1.1 billion from sales of our common stock, convertible preferred stock and issuance of convertible promissory notes, stock option exercises, sale of stock through the Company’s 2020 Employee Stock Purchase Plan (ESPP), and borrowings under our Credit Facility, as defined below.

As of June 30, 2026, we had $461.1 million in cash, cash equivalents and marketable securities and accumulated deficit of $713.8 million.

On September 5, 2023, we entered into a loan and security agreement (the Original Loan Agreement) with Silicon Valley Bank, a division of First Citizens Bank & Trust Company (the Bank), which provided us with an aggregate principal amount of up to $50.0 million (the Original Credit Facility), of which $25.0 million became available in September 2023 (Term Loan A) upon the closing of a private placement and the issuance of our common stock to selected institutional and accredited investors pursuant to a securities purchase agreement, and the remaining $25.0 million could have been made available upon approval of the Bank in its discretion.

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On June 27, 2025, we entered into a Second Amendment to Loan and Security Agreement (the Second Amendment) with the Bank, which, among other things, (i) decreased the interest rate to a floating rate equal to the greater of 6.0% or the prime rate, and (ii) extended the draw period of Term Loan A to January 15, 2026.

As of March 31, 2026, we had an outstanding liability of $3.0 million under the Credit Facility, representing the full amount drawn to date.

On January 11, 2026, we entered into the Third Amendment to Loan and Security Agreement (the Third Amendment, together with the Original Loan Agreement, as amended by the First Amendment and the Second Amendment, the Loan Agreement), which, among other things, (i) extended the draw period of Term Loan A to January 31, 2027, (ii) extended the draw period of Term Loan B to January 31, 2027, (iii) extended the draw period of Term Loan C to January 31, 2027, and (iv) extended the Maturity Date to January 1, 2029 (Maturity Date).

As of June 30, 2026, we had an outstanding liability of $3.0 million under the Credit Facility, representing the full amount drawn to date.

On January 11, 2026, we entered into the Third Amendment to Loan and Security Agreement (the Third Amendment), which, among other things, (i) extended the draw period of Term Loan A to January 31, 2027, (ii) extended the draw period of Term Loan B to January 31, 2027, (iii) extended the draw period of Term Loan C to January 31, 2027, and (iv) extended the Maturity Date to January 1, 2029 (Maturity Date).

Based on the occurrence of specified (a) development milestones related to the pivotal Phase 3 OPERA-01 clinical trial of palazestrant or (b) receipt of proceeds from capital financing, the draw period of Term Loan B and Term Loan C may be further extended to July 31, 2027, and the Maturity Date may be further extended to July 1, 2029.

On July 1, 2026, the Company entered into the Fourth Amendment to Loan and Security Agreement (the Fourth Amendment, together with the Original Loan Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, the Loan Agreement), which, among other things, added Olema Oncology International Limited as a secured guarantor under the Loan Agreement.

On November 29, 2024, we entered into a securities purchase agreement for a private placement of (i) 19,928,875 shares of our common stock at a price of $9.08 per share and (ii) pre-funded warrants to purchase up to an aggregate of 7,604,163 shares of our common stock at a price of $9.0799 per pre-funded warrant, which represents the per share purchase price of the common stock sold in the private placement less the $0.0001 per share exercise price for each pre-funded warrant to selected institutional and accredited investors (the 2024 Private Placement).

The aggregate gross proceeds for the 2024 Private Placement were approximately $250.0 million.

After deducting offering expenses related to the 2024 Private Placement of approximately $13.0 million, the net proceeds to us from the 2024 Private Placement were approximately

$237.0 million.

After deducting offering expenses related to the 2024 Private Placement of approximately $13.0 million, the net proceeds to us from the 2024 Private Placement were approximately $237.0 million.

Of the $13.0 million issuance costs, $6.5 million was paid in the fourth quarter of 2024 and $6.5 million was paid in the first quarter of 2025.

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1 to the sales agreement (together with the Original 2025 Sales Agreement, the 2025 Sales Agreement), which increased the maximum aggregate offering price under the ATM program to $200.0 million (the 2025 ATM Shares).

During the three months ended March 31, 2026, we issued 1,712,739 shares of our common stock under the 2025 Sales Agreement at a weighted-average price of $24.92 for net proceeds of $41.9 million after deducting related issuance costs.

During the six months ended June 30, 2026, we issued 1,712,739 shares of our common stock under the 2025 Sales Agreement at a weighted-average price of $24.92 for net proceeds of $41.9 million after deducting related issuance costs.

On November 19, 2025, we completed a follow-on public offering pursuant to which we sold 11,500,000 shares of common stock at a public offering price of $19.00 per share, including 1,500,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, resulting in aggregate net proceeds of $204.8 million, after deducting underwriting discounts and commissions and estimated offering costs.

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The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development efforts.

We expect our cash, cash equivalents, and marketable securities as of March 31, 2026, as well as the available balance under the Credit Facility, will enable us to fund our current operating plan through mid-2028.

We expect our cash, cash equivalents, and marketable securities as of June 30, 2026, as well as the available balance under the Credit Facility, will enable us to fund our current operating plan through mid-2028.

We have based this estimate of cash runway on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

Refer to Notes 9, 10 and 11 of our notes to the condensed consolidated financial statements contained in this Quarterly Report for further information regarding our material cash requirements.

Other than as set forth therein, there have been no material changes outside the ordinary course of business during the three months ended March 31, 2026 to our commitments and contingencies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

Other than as set forth

therein, there have been no material changes outside the ordinary course of business during the six months ended June 30, 2026 to our commitments and contingencies disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs or future commercialization efforts.

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• the extent to which we acquire or in-license other product candidates and technologies;

• the costs of securing manufacturing arrangements for commercial production;

• the costs of scaling manufacturing capabilities to support late-stage development, regulatory submissions and potential commercialization;

• the costs of establishing or contracting for sales and marketing capabilities if we obtain regulatory approvals to market our product candidates.

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If we raise funds through collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce, or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce, or

terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

The following table shows a summary of our cash flows for each of the periods presented:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

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Net cash provided by (used in) investing activities

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

Operating activities

Net cash used in operating activities during the three months ended March 31, 2026 consisted primarily of our net loss of $53.1 million, increased by cash outflows associated with working capital of $1.9 million and non-cash adjustments of $1.3 million related to interest income on our marketable securities.

These were partially offset by stock-based compensation expense of $10.1 million and depreciation and amortization expenses of $0.1 million.

The net decrease in operating assets and liabilities was primarily due to a $1.3 million increase in other current liabilities and a $5.7 million decrease in accounts payable, which is primarily reflecting the timing of vendor invoicing and related payments.

These were partially offset by a $2.6 million decrease in prepaid expenses and other current assets, including a non-cash reclassification impact of $0.5 million related to security deposits.

Net cash used in operating activities during the three months ended March 31, 2025 consisted primarily of our net loss of $30.4 million, non-cash interest income on our marketable securities of $2.1 million and net decrease in operating assets and liabilities of $16.0 million, offset by non-cash charges of $4.5 million.

Net cash used in operating activities during the six months ended June 30, 2026 consisted primarily of our net loss of $116.3 million, partially offset by $21.4 million of net non-cash adjustments, consisted primarily of $23.1 million of stock-based compensation expense, and by changes in working capital.

The increase in other current liabilities of $9.3 million was mainly attributable to the timing of research and developmental expenditures, while the decrease in accounts payable of $7.6 million reflected the timing of vendor invoicing and related payments.

The decrease in prepaid expenses and other assets of $2.7 million primarily reflected the timing of payments and a non-cash reclassification related to security deposits .

Net cash used in operating activities during the six months ended June 30, 2025 consisted primarily of our net loss of $74.2 million, non-cash interest income on our marketable securities of $3.8 million and net decrease in operating assets and liabilities of $5.2 million, offset by non-cash charges of $9.3 million.

The net loss consisted primarily of $74.5 million in research and development expenses and $8.2 million in general and administrative expenses.

The non-cash charges consisted primarily of stock-based compensation expense of $9.1 million, depreciation and amortization expenses of $0.3 million, and non-cash lease expense of less than $0.1 million, net of cash payments of $0.6 million.

The net decrease in operating assets and liabilities was

primarily due to (i) a decrease of $11.2 million in accrued and other current liabilities, (ii) a decrease of $4.3 million in accounts payable, which is primarily related to timing of invoicing by vendors and related payments, and (iii) an increase of other assets and long-term deposits of $1.0 million.

The changes are partially offset by an increase in prepaid expenses and other current assets of $0.5 million.

The net decrease in operating assets and liabilities was primarily due to (i) a decrease of $3.6 million in accounts payable, which is primarily related to timing of invoicing by vendors and related payments, (ii) an increase of other assets and long-term deposits of $1.7 million due to project deposits paid to CROs as we advance OP-3136 and prepare initiation activities for OPERA-02, and (iii) an increase in prepaid expenses and other current assets of $1.3 million.

The changes are partially offset by an increase of $1.5 million in accrued and other current liabilities

Investing activities

Net cash provided by investing activities during the three months ended March 31, 2026 was predominantly due to maturities of marketable securities which were partially offset by purchases of marketable securities.

Net cash used in investing activities during the three months ended March 31, 2025 was predominantly due to purchases of marketable securities which were partially offset by maturities of marketable securities.

Net cash provided by investing activities during the six months ended June 30, 2026 was predominantly due to proceeds from maturities of marketable securities, partially offset by purchases of marketable securities and purchases of equipment.

Net cash used in investing activities during the six months ended June 30, 2025 was predominantly due to purchases of marketable securities which were partially offset by maturities of marketable securities.

Financing activities

Net cash provided by financing activities during the three months ended March 31, 2026 consists primarily of $41.9 million of net proceeds from the issuance of shares under the at-the-market offering and $8.4 million of proceeds from stock option exercises, partially offset by payments of $4.4 million for tax withholdings associated with stock option exercises.

Net cash provided by financing activities during the three months ended March 31, 2025 was predominately due to $0.2 million from the exercise of stock options.

Net cash provided by financing activities during the six months ended June 30, 2026 consists primarily of $41.9 million of net proceeds from the issuance of shares under the at-the-market offering, $4.2 million of proceeds from the exercise of stock options and $0.7 million of proceeds from the issuance of common stock under the employee stock purchase plan.

Net cash used in financing activities during the six months ended June 30, 2025 was predominately due to the $6.5 million payment of issuance costs related to the 2024 Private Placement, partially offset by $3.0 million draw down under our Credit Facility, $0.7 million from the sale of our common stock under the ESPP, and $0.5 million from the exercise of stock options.

Critical accounting policies and significant judgments and estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S.

generally accepted accounting principles (U.S.

generally accepted accounting principles.

The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and the disclosure of our contingent liabilities in our condensed consolidated financial statements.

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Our actual results may differ from these estimates under different assumptions or conditions.

During the three months ended March 31, 2026, there were no material changes to our critical accounting policies and estimates as reported in our Annual Report.

During the six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates as reported in our Annual Report.

Quantitative and Qualitative Disclosures About Market Risk.

During the three months ended March 31, 2026, there were no material changes to our market risk disclosures reported in our Annual Report.

During the six months ended June 30, 2026, there were no material changes to our market risk disclosures reported in our Annual Report.

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 2. Management’s Discussion and Analysis