What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-07 · 150 added, 128 removed, 704 unchanged (28% of the section changed)

10 unchanged sentences

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.

Based on this

assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report on Internal Control over Financial Reporting.

3 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited Viking Therapeutics, Inc.

's (the “Company”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet as of December 31, 2023 and the related consolidated statements of operations and comprehensive loss,

shareholders’ equity, and cash flows and the related notes for the one year in the period ended December 31, 2023 of the Company, and our report dated February 7, 2024 expressed an unqualified opinion on those financial statements.

We have audited Viking Therapeutics, Inc.'s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2024 and December 31, 2023, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows and the related notes for each of the three years in the period ended December 31, 2024, and our report dated February 26, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

12 unchanged sentences

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

Other Information.

During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, except as described in the table below:

Aggregate Number of Shares of Common stock to be Sold Pursuant to Trading Arrangement

Lawson Macartney , Director

December 24, 2024

Rule 10b5-1 trading arrangement

September 30, 2025 (1)

(1) The trading arrangement permits transactions through and including the earlier to occur of (a) the date that all shares subject to the trading arrangement have been sold and (b) the date listed in the table .

Stock Repurchase Program

In February 2025, our board of directors authorized a stock repurchase program, or the Repurchase Program, effective February 27, 2025, whereby we may purchase up to $ 250.0 million in shares of our common stock over a period of up to two years.

The Repurchase Program may be carried out at the discretion of a committee of our board of directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

Disclosure Regarding Foreign J urisdictions that Prevent Inspections.

16 unchanged sentences

Consolidated Balance Sheets

Consolidated Statement of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

11 unchanged sentences

2014 Equity Incentive Plan.

2024 Equity Incentive Plan.

Form of Stock Option Award Agreement (2024 Equity Incentive Plan).

1 unchanged sentence

Form of Restricted Stock Award Agreement (2024 Equity Incentive Plan).

Form of Stock Appreciation Rights Award Agreement (2014 Equity Incentive Plan).

2024 Employee Stock Purchase Plan.

Amendment No.

1 to 2014 Employee Stock Purchase Plan.

Employment Agreement, effective as of June 2, 2014, by and between Viking Therapeutics, Inc.

2 unchanged sentences

and Brian Lian, Ph.D.

Employment Agreement, effective as of May 21, 2025, by and between Viking Therapeutics, Inc.

and Marianne Mancini.

Employment Agreement, effective as of May 21, 2025, by and between Viking Therapeutics, Inc.

and Greg Zante.

Non-Employee Director Compensation Policy.

12 unchanged sentences

Wainwright & Co., LLC and BTIG, LLC.

Insider Trading Policy

List of Subsidiaries of Viking Therapeutics, Inc.

7 unchanged sentences

Clawback Policy

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Cover page formatted as Inline XBRL and contained in Exhibit 101

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

2 unchanged sentences

# Indicates compensatory plan or arrangement.

Confidential treatment has been granted with respect to certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission.

Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential.

The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.

Form 10- K Summary.

18 unchanged sentences

February 26, 2025

/s/ Lawson Macartney, DVM, Ph.D.

/s/ Lawson Macartney, B.V.M.S., Ph.D.

February 26, 2025

Lawson Macartney, DVM, Ph.D.

Lawson Macartney, B.V.M.S., Ph.D.

/s/ Matthew W.

21 unchanged sentences

(the “Company”) as of December 31, 2024 and 2023 the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

33 unchanged sentences

(In thousands, except share and per share amounts)

December 31, 2024

December 31, 2023

Current assets:

23 unchanged sentences

111,573,519 shares issued and outstanding at December 31, 2024 and 100,113,770 shares issued and outstanding at December 31, 2023

Treasury stock at cost, 2,193,251 shares at December 31, 2023 and 2022

Treasury stock at cost, no shares at December 31, 2024 and 2,193,251 shares at December 31, 2023

Additional paid-in capital

7 unchanged sentences

(In thousands, except per share amounts)

Year Ended December 31,

Operating expenses:

6 unchanged sentences

Interest income, net

Realized loss on investments, net

Foreign exchange gain

Realized gain (loss) on investments, net

Total other income, net

Other comprehensive loss, net of tax:

Unrealized gain (loss) on securities

Unrealized (loss) gain on securities

Foreign currency translation loss

15 unchanged sentences

Issuance of common stock from warrant exercises

Repurchase of common stock

Sale of common stock, net of issuance costs

Unrealized loss on investments

Unrealized currency translation loss

Balance at December 31, 2022

2 unchanged sentences

Issuance of common stock under employee stock plans

Issuance of common stock from warrant exercises

Repurchase of common stock

Sale of common stock, net of issuance costs

Unrealized loss on investments

Unrealized gain on investments

Unrealized currency translation loss

4 unchanged sentences

Sale of common stock, net of issuance costs

Unrealized gain on investments

Unrealized loss on investments

Unrealized currency translation loss

11 unchanged sentences

Amortization of right-of-use assets

Realized gain on investment

Interest expense related to operating lease liability

17 unchanged sentences

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents beginning of period

54 unchanged sentences

However, in the future, the Company may enter into collaborative research and licensing agreements, under which the Company could be eligible for payments made in the form of upfront license fees, research funding, cost reimbursement, contingent event-based payments and/or royalties.

On January 1, 2018, the Company adopted Accounting Standards Update No.

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No.

2014-09, Revenue from Contracts with Customers, and all related amendments (“ASC 606” or “the revenue standard”).

22 unchanged sentences

Furthermore, based on amounts invoiced to the Company by its service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as services are rendered.

In May 2014, the Company entered into a master license agreement, pursuant to which it acquired certain rights to a number of research and development programs from Ligand Pharmaceuticals Incorporated (“Ligand”).

In doing so, the Company updated its policy on research and development to include the purchase of rights to intangible assets.

In accordance with Accounting Standards Codification (“ASC”) Topic 730, Research and Development, intangible assets that are acquired and have an alternative future use, as defined, should be capitalized and reported as an intangible asset;

however, the cost of acquired intangible assets that do not have alternative future uses should be reported as research and development expense as incurred.

The Company notes that intangible assets acquired that are in the preclinical or clinical stages of development when acquired, and not approved by the U.S.

Food and Drug Administration, are deemed to have not satisfied the definition of having an alternative future use, as defined.

Accordingly, assets acquired in the preclinical and clinical stages of development are expensed as incurred in the Company’s statement of operations.

Related to the Company’s Australian subsidiary, Viking Therapeutics, PTY LTD, the Company is eligible, and has received, under the AusIndustry Research and Tax Development Tax Incentive Program, an amount of cash from the Australian Taxation Office (ATO).

Related to the Company’s Australian subsidiary, Viking Therapeutics, PTY LTD, the Company is eligible to receive under the AusIndustry Research and Tax Development Tax Incentive Program, an amount of cash from the Australian Taxation Office (ATO).

The annual tax incentive is available to the Company on the basis of specific criteria with which the Company must comply related to research and development expenditures in Australia.

6 unchanged sentences

For restricted stock and restricted stock unit awards, the Company generally uses the straight-line method to allocate compensation cost to reporting periods over the holder’s requisite service period, which is generally the vesting period, and uses the fair value at grant date to value the awards.

For restricted stock that vests upon the satisfaction of certain performance

conditions, the Company recognizes stock-based compensation expense when it becomes probable that the performance conditions will be met.

For restricted stock that vests upon the satisfaction of certain performance conditions, the Company recognizes stock-based compensation expense when it becomes probable that the performance conditions will be met.

At the grant date, the Company determines the grant date fair value, as a publicly traded company, using the intrinsic value, or the closing price of the Company’s common stock on the date of grant.

At the point where the criteria are deemed probable of being met, the Company records stock-based compensation with a cumulative catch-up expense in the period first recognized and then on a straight-line basis over the remaining period for which the performance criteria are expected to be completed.

For the Company’s 2014 Employee Stock Purchase Plan (the “ESPP”), the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period.

As the ESPP also allows for up to one increase in contributions during each purchase period, as an employee elects to increase his or her contributions, the Company treats this as an accounting modification.

For the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) and 2024 Employee Stock Purchase Plan which replaced the 2014 ESPP (the “2024 ESPP” and, together with the 2014 ESPP, the “ESPPs”), the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period.

As the 2014 ESPP allowed and the 2024 ESPP

allows for up to one increase in contributions during each purchase period, as an employee elects to increase his or her contributions, the Company treats this as an accounting modification.

The pre- and post-modification values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase periods.

2 unchanged sentences

A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations.

ASC Topic 740-10, Income Taxes , clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with GAAP.

Accounting Standards Codification Topic 740-10, Income Taxes , clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with GAAP.

Income tax positions must meet a more-likely-than-not recognition threshold to be recognized.

26 unchanged sentences

Year Ended December 31,

Common stock warrants

Restricted stock units

1 unchanged sentence

Common stock options

The Company operates in only one segment.

Management uses cash flows as the primary measure to manage its business and does not segment its business for internal reporting or decision making purposes.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The Company adopted ASU 2023-07 effective December 31, 2024 , on a retrospective basis.

The adoption of ASU 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures.

Refer to Note 12 for further information on the Company’s reportable segment.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.

This ASU will be effective for the annual period ending December 31, 2025.

The Company is currently evaluating the timing and impact of adoption of this ASU.

Investments in Marketable Securities

2 unchanged sentences

This policy also limits the amount of credit exposure to any one issue or type of instrument.

As of December 31, 2023 and 2022, the Company’s investments were in money market funds, commercial paper and corporate debt securities.

As of December 31, 2024 and 2023, the Company’s investments were in money market funds, commercial paper, corporate debt securities and government debt securities.

There were no sales of available-for-sale securities during the years ended December 31, 2024 and 2023.

10 unchanged sentences

The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity.

The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment.

Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value

has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

(2) At December 31, 2023, no ne of these securities were classified as cash and cash equivalents on the Company’s balance sheet and no ne of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.

Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment.

Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

(2) At December 31, 2024, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet and none of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.

Investments classified as available-for-sale as of December 31, 2023 consisted of the following (in thousands):

4 unchanged sentences

(1) Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss.

At December 31, 2022, there were no securities in an unrealized gain position and 39 securities in an unrealized loss position.

At December 31, 2023, there were 49 securities in an unrealized gain position and 115 securities in an unrealized loss position.

The unrealized gains were less than $ 37,000 individually and $ 158,000 in the aggregate.

The unrealized losses were less than $ 23,000 individually and $ 258,000 in the aggregate.

Twenty-two of these securities have been in a continuous unrealized loss or unrealized gain position for more than 12 months.

None of these securities have been in a continuous unrealized loss or unrealized gain position for more than 12 months.

1 unchanged sentence

(2) At December 31, 2022, no ne of these securities were classified as cash and cash equivalents on the Company’s balance sheet and no ne of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.

(2) At December 31, 2023, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet and none of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.

Fair Value of Financial Instruments

9 unchanged sentences

The Company’s financial assets valued based on Level 1 inputs consist of money market funds and certificates of deposit.

The Company’s financial assets valued based on Level 2 inputs consist of corporate debt securities, which consist of investments in highly-rated investment-grade corporations.

The Company’s financial assets valued based on Level 2 inputs consist of corporate debt securities, which consist of investments in highly-rated investment-grade corporations, and government debt securities.

The Company’s investment strategy is focused on capital preservation.

1 unchanged sentence

This policy also limits the amount of credit exposure to any one issue or type of instrument.

As of December 31, 2023, the Company’s investments were in government money market funds, commercial paper and corporate debt securities.

As of December 31, 2024, the Company’s investments were in government money market funds, commercial paper, corporate debt securities and government debt securities.

The fair values of the Company’s financial instruments are presented below (in thousands):

16 unchanged sentences

Agreements with Ligand Pharmaceuticals Incorporated

In May 2014 , the Company entered into a master license agreement with Ligand, as amended (the “Master License Agreement”), pursuant to which, among other things, the Company acquired the rights to a number of research and development programs under patents related to the Company’s VK2809, VK0214, VK5211, VK0612, erythropoietin receptor (“EPOR”) and diacylglycerol acyltransferase-1 (“DGAT-1”) programs, related know-how controlled by Ligand and physical quantities of VK2809, VK0214, VK5211, VK0612, EPOR and DGAT-1 compounds.

In May 2014 , the Company entered into a master license agreement with Ligand Pharmaceuticals, Inc.

(“Ligand”), as amended (the “Master License Agreement”), pursuant to which, among other things, the Company acquired the rights to a number of research and development programs under patents related to the Company’s VK2809, VK0214, VK5211, VK0612, erythropoietin receptor (“EPOR”) and diacylglycerol acyltransferase-1 (“DGAT-1”) programs, related know-how controlled by Ligand and physical quantities of VK2809, VK0214, VK5211, VK0612, EPOR and DGAT-1 compounds.

Pursuant to the terms of the Master License Agreement, the Company has the exclusive right and sole responsibility and decision-making authority for researching and developing any pharmaceutical products that contain or comprise one or any combination of the technology and compounds licensed from Ligand pursuant to the Master License Agreement (the “Licensed Products”).

24 unchanged sentences

Operating Leases – Right-of-Use Assets and Lease Liability Obligations

As of December 31, 2023, the Company has only one operating lease (the “Office Lease”), which is for office space under a lease that commenced on March 1, 2022 and expires in July 2027 (the “Term”).

Below is a summary of the Company’s right-of-use assets and lease liabilities as of December 31, 2023 and 2022 (in thousands, except for years and %):

As of December 31, 2024, the Company has one operating lease (the “Office Lease”) and one operating sublease (the "Office Sublease").

The Office Lease is for office space under a lease that commenced on March 1, 2022 and expires on July 31, 2027 (the “Term”).

The Office Sublease is for office space under a sublease that commenced on September 16, 2024 and expires on March 31, 2026 (the

"Sublease Term").

Below is a summary of the Company’s ROU assets and lease liabilities as of December 31, 2024 and December 31, 2023 (in thousands, except for years and %):

Right of use assets

4 unchanged sentences

Weighted-average discount rate

During the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 339,000 , $ 340,000 and $ 320,000 , respectively, in operating lease expenses, which are included in operating expenses in the Company’s statement of operations.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 404,000 , $ 339,000 and $ 340,000 , respectively, in operating lease expenses, which are included in operating expenses in the Company’s statements of operations.

Approximate future minimum lease payments for the Company’s right-of-use assets over the remaining lease period as of December 31, 2024 are as follows (in thousands):

21 unchanged sentences

The Company will continue to reassess at each reporting period whether it is probable that the performance target will be achieved, and if and when it is deemed probable, the Company will begin to record compensation expense using the fair value to determine stock-based compensation expense in its financial statements over the period the Company estimates the performance target will actually be achieved.

On September 28, 2017, the Company entered into a purchase agreement (the “Commitment Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC up to $ 15,000,000 in shares of common stock, subject to certain limitations and conditions set forth in the Commitment Purchase Agreement.

The Company has the right, from time to time at its sole discretion until May 1, 2023, to direct LPC to purchase up to 75,000 shares of common stock on any business day (subject to certain limitations contained in the Commitment Purchase Agreement), with such amounts increasing based on certain threshold prices set forth in the Commitment Purchase Agreement;

however, not to exceed $ 1.0 million in total purchase proceeds per purchase date.

The purchase price of shares of common stock that the Company elects to sell to LPC pursuant to the Commitment Purchase Agreement will be based on the market prices of the common stock at the time of such purchases as set forth in the Commitment Purchase Agreement.

In addition to regular purchases, as described above, the Company may also direct LPC to purchase additional amounts as accelerated purchases or as additional purchases if the closing sale price of the common stock is not below certain threshold prices, as set forth in the Commitment Purchase Agreement.

In all instances, the Company may not sell shares of its common stock to LPC under the Commitment Purchase Agreement if it would result in LPC beneficially owning more than 4.99 % of the Company’s common stock.

As consideration for LPC’s commitment to purchase shares of common stock pursuant to the Commitment Purchase Agreement, the Company issued to LPC 100,000 shares of common stock.

From inception of the Commitment Purchase Agreement through December 31, 2017, 343,051 shares were issued pursuant to the Commitment Purchase Agreement resulting in aggregate gross proceeds of $ 802,000 in addition to the Initial Shares and the Commitment Shares.

In May 2020, the Company extended the termination date of the Commitment Purchase Agreement to May 1, 2023, and the Commitment Purchase Agreement terminated on that date.

No additional shares were issued during the years ended December 31, 2018 through 2022 or during 2023 until the termination date.

On July 28, 2021, the Company filed with the SEC a universal Shelf Registration Statement on Form S-3 (File No.

333-258231) (the “2021 Shelf Registration Statement”).

The 2021 Shelf Registration Statement provided the Company with the ability to offer up to $ 600.0 million of securities, including equity, debt and other securities as described in the 2021 Shelf Registration Statement.

The 2021 Shelf Registration Statement was declared effective by the SEC on August 11, 2021 and the offering of all remaining unsold securities under the 2021 Shelf Registration Statement terminated on July 26, 2023 .

On July 28, 2021, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “ATM Agreement”), with Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc.

1 unchanged sentence

LLC (collectively, the “Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, as sales agent or principal (the “ATM Offering”), shares of the Company’s common stock (the “ATM Shares”).

Any ATM Shares offered and sold in the ATM Offering were to be issued pursuant to the 2021 Shelf Registration Statement and the 424(b) prospectus supplement relating to the ATM Offering dated August 11, 2021.

Any ATM Shares offered and sold in the ATM Offering were to be issued pursuant to the Company’s universal Shelf Registration Statement on Form S-3 (File No.

333-258231) (the “2021 Shelf Registration Statement”) and the 424(b) prospectus supplement relating to the ATM Offering dated August 11, 2021.

The 2021 Shelf Registration Statement terminated on July 26, 2023.

From its inception through the termination of the 2021 Shelf Registration Statement, 1,587,404 shares of the Company’s common stock were sold pursuant to the ATM Offering for aggregate net proceeds to the Company of approximately $ 13.6 million.

On March 17, 2020, the Company’s Board of Directors authorized a stock repurchase program, whereby the Company may purchase up to $ 50.0 million in shares of its common stock and outstanding warrants to purchase its common stock, over a period of up to two years (the “Repurchase Program”).

The Repurchase Program could be carried out at the discretion of a committee of the Company’s Board of Directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

On March 10, 2022, the Company’s Board of Directors authorized a stock repurchase program effective March 18, 2022, whereby the Company could purchase up to $ 50.0 million in shares of its common stock over a period of up to two years (the “Repurchase Program”).

The Repurchase Program was to be carried out at the discretion of a committee of the Company’s Board of Directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

Through March 18, 2024 , the termination date of the Repurchase Program, an aggregate of 729,034 shares of the Company’s common stock were repurchased by the Company under the Repurchase Program.

These shares repurchased by the Company under the Repurchase Program are being held in treasury until such time as they are reissued or retired by the Company.

On March 10, 2022, the Company’s Board of Directors authorized a new stock repurchase program effective March 18, 2022, whereby the Company may purchase up to $ 50.0 million in shares of its common stock over a period of up to two years (the “New Repurchase Program”).

The New Repurchase Program may be carried out at the discretion of a committee of the Company’s Board of Directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

Through December 31, 2023, 729,034 shares of the Company’s common stock were repurchased by the Company under the New Repurchase Program.

Shares repurchased by the Company under the New Repurchase Program are being held in treasury until such time as they are reissued or retired by the Company.

Shares repurchased by the Company under the Repurchase Program were held in treasury and reissued by the Company as part of the March 2024 Offering (as defined below).

On April 3, 2023, the Company completed an underwritten public offering of its common stock (the “April 2023 Offering”) pursuant to the 2021 Shelf Registration Statement.

3 unchanged sentences

333-273460) as a well-known seasoned issuer as defined in Rule 405 under the Securities Act of 1933, as amended, which became effective upon filing (the “2023 Shelf Registration Statement”).

The 2023 Shelf Registration Statement allows the Company to offer an indeterminate amount of

securities, including equity securities, debt securities, warrants, rights, units and depositary shares, from time to time as described in the 2023 Shelf Registration Statement.

The 2023 Shelf Registration Statement allows the Company to offer an indeterminate amount of securities, including equity securities, debt securities, warrants, rights, units and depositary shares, from time to time as described in the 2023 Shelf Registration Statement.

The specific terms of any offering under the 2023 Shelf Registration Statement will be established at the time of such offering.

5 unchanged sentences

Pursuant to the ATM Agreement Amendment, BTIG, LLC was added as a sales agent for the ATM Offering and the ATM Agreement was amended to provide that the ATM Offering could be conducted off of registration statements on Form S-3 subsequently filed by the Company.

Any ATM Shares offered and sold in the ATM Offering will now be issued pursuant to the 2023 Shelf Registration Statement and the prospectus relating to the ATM Offering, dated July 26, 2023, that was included in the 2023 Shelf Registration Statement (the “ATM Prospectus”).

Any ATM Shares offered and sold in the ATM Offering will now be issued pursuant to the 2023 Shelf Registration Statement and the prospectus, dated July 26, 2023, relating to the sale of up to $ 200.0 million of shares of our common stock pursuant to the ATM Offering, that was included in the 2023 Shelf Registration Statement (the “ATM Prospectus”).

The 2023 Shelf Registration Statement will expire on July 26, 2026 .

From the date of the ATM Prospectus through December 31, 2023, no shares of the Company’s common stock were sold pursuant to the ATM Offering and, as of December 31, 2023, the Company may sell shares of its common stock for remaining gross proceeds of up to $ 200.0 million from time to time pursuant to the ATM Prospectus.

During the years ended December 31, 2023, 2022 and 2021, and in accordance with the ESPP, the Company issued an aggregate of 180,174 , 111,750 and 43,408 shares of its common stock to certain employees, respectively.

From the date of the ATM Prospectus through December 31, 2024, 1,426,303 shares of the Company’s common stock were sold pursuant to the ATM Offering and, as of December 31, 2024, the Company may sell shares of its common stock for remaining gross proceeds of up to $ 151.9 million from time to time pursuant to the ATM Prospectus.

On March 4, 2024, the Company completed an underwritten public offering of its common stock (the “March 2024 Offering”) pursuant to the 2023 Shelf Registration Statement.

In the March 2024 Offering, the Company sold an aggregate of 7,441,650 shares of its common stock at a public offering price of $ 85.00 per share, which included the exercise in full by the underwriters of their option to purchase 970,650 additional shares of common stock.

Of the shares sold, 2,193,251 were issued out of the Company’s treasury shares.

Upon the closing of the March 2024 Offering, the Company received net proceeds of $ 597.1 million, after deducting underwriting discounts, commissions and other offering expenses.

During the years ended December 31, 2024, 2023 and 2022, and in accordance with the 2014 ESPP and 2024 ESPP, the Company issued an aggregate of 168,332 , 180,174 and 111,750 shares of its common stock to certain employees, respectively.

Stock-Based Compensation

8 unchanged sentences

For the ESPP, the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period.

As the ESPP also allows for up to one increase in contributions during each purchase period, then as an employee elects to increase their contributions, the Company treats this as an accounting modification.

For the 2014 ESPP and 2024 ESPP, the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period.

As the 2014 ESPP previously allowed, and the 2024 ESPP currently allows, for up to one increase in contributions during each purchase period, then as an employee elects to increase their contributions, the Company treats this as an accounting modification.

The pre- and post-modification values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase periods.

The 2014 Plan provides that the compensation committee of the Company’s Board of Directors (the “Compensation Committee”) may grant or issue stock options, stock appreciation rights, restricted shares, restricted stock units and unrestricted shares, deferred share units, performance and cash-settled awards and dividend equivalent rights to participants under the 2014 Plan.

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) provided that the compensation committee of the Company’s Board of Directors (the “Compensation Committee”) could grant or issue stock options, stock appreciation rights, restricted shares, restricted stock units and unrestricted shares, deferred share units, performance and cash-settled awards and dividend equivalent rights to participants under the 2014 Plan.

Initially, a total of 1,527,770 shares of the Company’s common stock were reserved for issuance pursuant to the 2014 Plan.

The number of shares available for issuance under the 2014 Plan will, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1st of each year commencing on January 1, 2016 and ending on (and including) January 1, 2024, in an amount equal to 3.5 % of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year.

The 2014 Plan provided that the number of shares available for issuance under the 2014 Plan would, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1 of each year commencing on January 1, 2016 and ended on (and including) January 1, 2024, in an amount equal to 3.5 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year.

The shares of common stock deliverable pursuant to awards under the 2014 Plan are authorized but unissued shares of the Company’s common stock, or shares of the Company’s common stock that the Company otherwise holds in treasury or in trust.

Any shares of the Company’s common stock underlying awards that are settled in cash or otherwise expire, or are forfeited, terminated or cancelled (including pursuant to an exchange program established by the Compensation Committee) prior to the issuance of stock will again be available for issuance under the 2014 Plan.

In addition, shares of the Company’s common stock that are

withheld (or not issued) in payment of the exercise price or taxes relating to an award, and shares of the Company’s common stock equal to the number surrendered in payment of any exercise price or withholding taxes relating to an award, will again be available for issuance under the 2014 Plan.

The 2014 Plan provided that any shares of the Company’s common stock underlying awards that are settled in cash or otherwise expire, or are forfeited, terminated or cancelled (including pursuant to an exchange program established by the Compensation Committee) prior to the issuance of stock would again be available for issuance under the 2014 Plan.

In addition, shares of the Company’s common stock that are withheld (or not issued) in payment of the exercise price or taxes relating to an award, and shares of the Company’s common stock equal to the number surrendered in payment of any exercise price or withholding taxes relating to an award, would again be available for issuance under the 2014 Plan.

As of December 31, 2023, there were 5,939,750 shares of the Company’s common stock available for issuance and, effective January 1, 2024, an additional 3,503,981 shares of the Company’s common stock were added to the number of shares reserved for issuance under the 2014 Plan in accordance with the terms of the 2014 Plan.

On May 21, 2024, the Company’s stockholders approved the Viking Therapeutics, Inc.

2024 Equity Incentive Plan (the “2024 Plan”), which replaces the 2014 Plan.

No further awards have been or will be made under the 2014 Plan since May 21, 2024.

The number of shares of common stock initially authorized for issuance pursuant to the 2024 Plan is equal to (a) 12,000,000 shares of common stock, plus (b) up to a maximum of 7,674,614 shares of common stock subject to outstanding stock options or other equity awards previously granted under the 2014 Plan that will become available for future issuance under the 2024 Plan to the extent that, after May 21, 2024, any such equity award terminates or expires prior to exercise or settlement, is not issued because the award is settled

in cash, is forfeited because of the failure to vest or is reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price.

Initially, a total of 458,331 shares of the Company’s common stock were reserved for issuance pursuant to the 2014 ESPP.

The number of shares available for issuance under the ESPP will, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1st of each year commencing on January 1, 2016 and ending on (and including) January 1, 2024, in an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year.

The shares of common stock available for purchase pursuant to the ESPP are authorized but unissued shares of the Company’s common stock, shares of the Company’s common stock that the Company otherwise holds in treasury or shares of the Company’s common stock that were purchased on the open market in arms’ length transactions in accordance with applicable securities laws.

The 2014 ESPP provided that the number of shares available for issuance under the 2014 ESPP would, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1 of each year commencing on January 1, 2016 and ended on (and including) January 1, 2024, in an amount equal to 1 % of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year.

The shares of common stock available for purchase pursuant to the 2014 ESPP were authorized but unissued shares of the Company’s common stock, shares of the Company’s common stock that the Company otherwise held in treasury or shares of the Company’s common stock that were purchased on the open market in arms’ length transactions in accordance with applicable securities laws.

Shares of the Company’s common stock were offered for purchase under the 2014 ESPP as determined by the Compensation Committee through a series of successive offerings that each had a term of 24 months and consisted of four consecutive purchase periods of six months each.

As of December 31, 2023, there were 4,251,444 shares of the Company’s common stock available for issuance and, effective January 1, 2024, an additional 1,001,137 shares of the Company’s common stock were added to the number of shares reserved for issuance under the 2014 ESPP in accordance with the terms of the 2014 ESPP.

On May 20, 2024, 166,816 shares of the Company’s common stock were purchased by participants of the 2014 ESPP.

On May 21, 2024, the Company’s stockholders approved the Viking Therapeutics, Inc.

2024 Employee Stock Purchase Plan (the “2024 ESPP”), which replaced the 2014 ESPP.

No further shares have been, or will be, issued to participants under the 2014 ESPP since May 21, 2024.

The maximum number of shares of the Company’s common stock that may be issued under the 2024 ESPP will not exceed 5,500,000 shares for issuance pursuant to purchases under the 2024 ESPP.

The shares of common stock available for purchase pursuant to the 2024 ESPP are authorized but unissued shares of the Company’s common stock, shares of the Company’s common stock that the Company otherwise held in treasury or shares of the Company’s common stock that are purchased on the open market in arms’ length transactions in accordance with applicable securities laws.

Shares of the Company’s common stock will be offered for purchase under the 2024 ESPP as determined by the Compensation Committee through a series of successive offerings that each have a term of 24 months and consist of four consecutive purchase periods of six months each.

30 unchanged sentences

Unvested December 31, 2024

In January 2019, the Company issued 221,600 performance-based restricted stock units (“PRSU awards”) to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates.

As of December 31, 2022, 40,000 PRSU awards were forfeited and three of the milestones had been met, resulting in the Company recording stock-based compensation expense of $ 1.4 million through December 31, 2022.

The Company issues performance-based restricted stock units (“PRSU awards”).

These awards are issued to certain of its employees and the shares subject to these PRSU awards will vest upon the Company achieving certain milestones over a four-year period, with any

then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the applicable grant date.

In January 2020, the Company issued 244,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

2 unchanged sentences

In January 2021, the Company issued 205,500 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

The shares subject to these PRSU awards shall vest upon the Company achieving certain

milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3 % of the shares subject to the PRSU awards vesting upon the achievement of all four milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates.

As of December 31, 2023, 10,000 PRSU awards were forfeited, one of the four milestones had been met and two of the four milestones were deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 1.0 million through December 31, 2023 and stock-based compensation expense of $ 64,000 during the year ended December 31, 2023.

The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3 % of the shares subject to the PRSU awards vesting upon the achievement of all four milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates.

As of December 31, 2024, 10,000 PRSU awards were forfeited, two of the four milestones had been met and two of the four milestones were deemed improbable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 766,000 million through December 31, 2024 and stock-based compensation expense of $( 191,000 ) during the year ended December 31, 2024.

In January 2022, the Company issued 657,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3 % of the shares subject to the PRSU awards vesting upon the achievement of all four milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates.

As of December 31, 2023, no PRSU awards were forfeited, three of the four milestones had been met and the remaining one was deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 3.9 million through December 31, 2023 and stock-based compensation expense of $ 2.0 million during the year ended December 31, 2023.

As of December 31, 2024, no PRSU awards were forfeited, three of the four milestones had been met and the remaining one was deemed improbable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 3.2 million through December 31, 2024 and stock-based compensation expense of $( 709,000 ) during the year ended December 31, 2024.

In January 2023, the Company issued 920,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3 % of the shares subject to the PRSU awards vesting upon the achievement of all four milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates.

As of December 31, 2023, no PRSU awards were forfeited and all four of the milestones were deemed probable of achievement, resulting in the Company recording stock-based compensation expense of $ 5.0 million during the year ended December 31, 2023.

As of December 31, 2024, no PRSU awards were forfeited, two of the four milestones had been met, one milestone was deemed probable of achievement and one milestone was deemed improbable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 8.3 million through December 31, 2024 and stock-based compensation expense of $ 3.3 million during the year ended December 31, 2024.

In January 2024, the Company issued 677,500 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity.

The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100 % of the shares subject to the PRSU awards vesting upon the achievement of three of the milestones over a four-year period and 133.3 % of the shares subject to the PRSU awards vesting upon the achievement of all four milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant date.

As of December 31, 2024, no PRSU awards had been forfeited, two of the four milestones had been met, one milestone was deemed probable

of achievement and one milestone was deemed improbable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 10.7 million through December 31, 2024.

The following table summarizes stock option activity during the years ended December 31, 2024, 2023 and 2022:

6 unchanged sentences

Options exercisable at December 31, 2024

The Company received $ 6.4 million, $ 0 and $ 351,000 in cash proceeds from exercises of stock options during the years ended December 31, 2023, 2022 and 2021, respectively.

The Company received $ 10.4 million, $ 6.4 million and $ 0 in cash proceeds from exercises of stock options during the years ended December 31, 2024, 2023 and 2022, respectively.

The total fair value of stock options that vested during the years ended December 31, 2024, 2023 and 2022 wa s $ 7.3 million, $ 4.0 million and $ 3.2 million, respectively.

8 unchanged sentences

Expected Volatility.

Historically through December 31, 2021, the expected volatility rate used to value stock option grants was based on volatilities of a peer group of similar companies whose share prices are publicly available.

The peer group was developed based on companies in the pharmaceutical and biotechnology industry in a similar stage of development to the Company.

Given the length of time the Company’s common stock has been publicly traded, starting January 1, 2022, the expected volatility rate used to value stock option grants is based on the volatility of the Company’s historical share prices.

The expected volatility rate used to value stock option grants is based on the volatility of the Company’s historical share prices.

Expected Term .

14 unchanged sentences

Available for issuance under Employee Stock Purchase Plan

On April 13, 2016, pursuant to an underwritten public offering (the “April 2016 Offering”), the Company sold 7,500,000 shares of its common stock and warrants to purchase up to 7,500,000 shares of its common stock at a public offering price of $ 1.25 per share of common stock and related warrant.

The warrants had an exercise price of $ 1.50 per share of common stock and were immediately exercisable upon issuance and expired on April 13, 2021 .

Additionally, on April 13, 2016, the underwriters for the April 2016 Offering partially exercised the over-allotment option for warrants to purchase an additional 1,125,000 shares of the Company’s common stock at a public offering price of $ 0.01 per warrant to purchase a share of common stock.

During the year ended December 31, 2021, 3,618,312 warrants were exercised, and 29,101 warrants expired unexercised on April 13, 2021.

On April 13, 2016, pursuant to the terms of the loan and security agreement with Ligand, the Company issued to Ligand a warrant to purchase up to 960,000 shares of the Company’s common stock (the “Ligand Warrant”).

The Ligand Warrant had an exercise price of $ 1.50 per share of the Company’s common stock, was immediately exercisable upon issuance (subject to a limitation on exercise to the extent that any exercise thereof would increase Ligand’s beneficial ownership of the Company’s common stock to greater than 49.9 %) and was set to expire on April 13, 2021 .

The Ligand Warrant was issued to Ligand as part of the repayment of $ 1.2 million of the Company’s obligation under the secured convertible promissory note issued by the Company to Ligand pursuant to that certain loan and security agreement with Ligand.

The Ligand Warrant was exercised in full during the year ended December 31, 2021.

On June 14, 2017, the Company entered into a securities purchase agreement, with certain accredited investors (the “Purchasers”), pursuant to which the Company sold an aggregate of 3,749,783 shares (the “Shares”) of its common stock, and the warrants to purchase up to an aggregate 2,812,337 shares of its common stock to the Purchasers (the “Warrants”).

31 unchanged sentences

Net deferred tax assets (liabilities):

A valuation allowance of $ 119.0 million a nd $ 89.9 million at December 31, 2023 and December 31, 2022, respectively, has been recorded to offset net deferred tax assets, as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized.

At December 31, 2023, the Company had approximately $ 98.7 million of federal net operating loss carryforwards, of which $ 17.8 million will begin to expire in 2032 and the remaining $ 80.9 million of which can be carried forward indefinitely.

A valuation allowance o f $ 164.1 million and $ 119.0 million at December 31, 2024 and December 31, 2023, respectively, has been recorded to offset net deferred tax assets, as the Company is unable to conclude that it is more likely than not that such deferred tax assets will be realized.

At December 31, 2024, the Company had approxim ately $ 157.8 million of federal net operating loss carryforwards, of which $ 17.8 million will begin to expire in 2032 and the remaining $ 140.0 million of which can be carried forward indefinitely.

The Company has $ 109.6 million of state net operating loss carryforwards that will begin to expire in 2034 .

11 unchanged sentences

The differences between the Company's effective income tax rate and the statutory federal rate for the year ended December 31, 2024 and the year ended December 31, 2023 relate primarily to losses incurred for which no tax benefit was recognized, due to uncertainty of realization.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the

period in which those temporary differences become deductible.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible.

The Company considers projected future taxable income and tax planning strategies in making this assessment.

At each of December 31, 2024 and December 31, 2023, the Company provided a full valuation allowance against its deferred tax assets due to uncertainty surrounding the realization of those assets as a result of historical taxable net losses.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted on March 27, 2020.

Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property.

Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID relief provisions for businesses.

The Company has evaluated the impact of both Acts and has determined that any impact is not material to its financial statements.

The Company has reviewed its operations and has not identified any material uncertain tax positions.

19 unchanged sentences

If the option is exercised, the renewal term will be upon the same terms and conditions as the original Term, except that the base rent will be equal to the prevailing market rate as determined pursuant to the terms of the Office Lease.

On September 16, 2024 the Company entered into the Office Sublease with TÜV SÜD America Inc.

The Office Sublease is for approximately 6,307 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 325, San Diego, California 92121 (the “Subleased Premises”).

Monthly base rent payments due under the Office Sublease for the Subleased Premises are $ 12,614 , subject to annual increases of 3.0 % during the Sublease Term.

Under the Office Sublease, the Company is responsible for certain other costs, including utility expenses.

Segment Reporting

The Company is a clinical-stage biopharmaceutical company focused on the development of novel first-in-class or best-in-class therapies for the treatment of metabolic and endocrine disorders, with three compounds currently in clinical trials.

The Company manages its business activities on a consolidated basis and operates in one reportable segment.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”).

The CODM utilizes the Company’s long-range plan, which includes drug pipeline roadmaps and long-range financial models, as key inputs to resource allocation decisions.

In order to ensure that these long-range financial models are reliable, the CODM will perform look-back comparisons and budget versus actual analyses.

The CODM makes decisions on resource allocation and monitors budget versus actual results using losses from operations and its effect on the Company’s cash balance.

Significant expenses within loss from operations include research and development, and general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Other segment items within net loss include interest income, net and amortization of financing costs.

Subsequent Events

2 unchanged sentences

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-K

Item 9A. Controls and Procedures