15 unchanged sentences
Attestation Report on Internal Control over Financial Reporting.
−Removed: Our independent registered public accounting firm, Marcum LLP, issued an attestation report on our internal control over financial reporting, as noted below.
+Added: Our independent registered public accounting firm, CBIZ CPAs P.C., issued an attestation report on our internal control over financial reporting, as noted below.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: To the Shareholders and Board of Directors of Viking Therapeutics, Inc.
+Added: To the Stockholders and Board of Directors of Viking Therapeutics, Inc.
Opinion on Internal Control Over Financial Reporting
1 unchanged sentence
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in COSO.
−Removed: 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.
+Added: 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, 2025 and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows and the related notes (collectively referred to as the “financial statements”) for the year ended December 31, 2025 of the Company, and our report dated February 11, 2026 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;
−Removed: and (3) provide reasonable assurance regarding prevention
−Removed: or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: 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.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Marcum LLP
+Added: /s/ CBIZ CPAs P.C.
Costa Mesa, California
2 unchanged sentences
Insider Adoption or Termination of Trading Arrangements:
−Removed: 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:
−Removed: Aggregate Number of Shares of Common stock to be Sold Pursuant to Trading Arrangement
−Removed: Lawson Macartney , Director
−Removed: December 24, 2024
−Removed: Rule 10b5-1 trading arrangement
−Removed: September 30, 2025 (1)
−Removed: (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 .
−Removed: Stock Repurchase Program
−Removed: 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.
−Removed: 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.
+Added: During the fiscal quarter ended December 31, 2025, 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.
+Added: Resignation of Chief Operating Officer:
+Added: On February 10, 2026, Marianne Mancini informed us that she will be retiring and therefore resigning from her role as our Chief Operating Officer, effective April 30, 2026.
+Added: Mancini has served as our Chief Operating Officer since January 2021.
+Added: Mancini for her years of service and valuable contributions to our Company.
Disclosure Regarding Foreign J urisdictions that Prevent Inspections.
15 unchanged sentences
Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
35 unchanged sentences
and Brian Lian, Ph.D.
+Added: Amendment No.
+Added: 2 to Common Stock Purchase Agreement, dated May 17, 2025, by and between Viking Therapeutics, Inc.
+Added: and Brian Lian, Ph.D.
+Added: Amendment No.
+Added: 3 to Common Stock Purchase Agreement, dated October 27, 2025, by and between Viking Therapeutics, Inc.
+Added: and Brian Lian, Ph.D.
+Added: Strategic Manufacturing and Supply Agreement, dated March 10, 2025, by and among Viking Therapeutics Ireland Limited, Corden Pharma Schweizerhalle GmbH, Corden Pharma GmbH and Corden Pharma Colorado, Inc.
+Added: Prepayment Agreement, dated March 10, 2025, by and among Viking Therapeutics Ireland Limited, Corden Pharma Schweizerhalle GmbH, Corden Pharma GmbH and Corden Pharma Colorado, Inc.
+Added: Manufacturing and Supply (Drug Product) Agreement, dated March 10, 2025, by and among Viking Therapeutics Ireland Limited, Corden Pharma GmbH, Corden Pharma Lisbon S.A.
+Added: and Corden Pharma S.p.A.
At-The-Market Equity Offering Sales Agreement, dated as of July 28, 2021, by and among Viking Therapeutics, Inc., Stifel, Nicolaus & Company, Incorporated Truist Securities, Inc.
5 unchanged sentences
List of Subsidiaries of Viking Therapeutics, Inc.
+Added: Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm.
Consent of Marcum LLP, Independent Registered Public Accounting Firm.
40 unchanged sentences
February 11, 2026
−Removed: /s/ Sarah Kathryn Rouan
−Removed: February 26, 2025
−Removed: Sarah Kathryn Rouan
−Removed: /s/ Charles A.
−Removed: February 26, 2025
Matthew Singleton
3 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets as of December 31, 2025 and 2024
4 unchanged sentences
Report of Independent Regist ered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors of
−Removed: Viking Therapeutics, Inc.
+Added: To the Stockholders and Board of Directors of Viking Therapeutics, Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Viking Therapeutics, Inc.
−Removed: (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”).
−Removed: 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.
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheet of Viking Therapeutics, Inc.
+Added: (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: 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, 2025 based on 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 11, 2026, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
8 unchanged sentences
The financial terms of these agreements vary from contract to contract and may result in uneven expenses and payment flows.
−Removed: The principal consideration for our determination that performing procedures related to the preclinical study and clinical trial expenses, specifically related to the year-end accrual for preclinical study and clinical trial costs, is a critical audit matter is that there was judgment by management in determining the achievement of milestones, patient enrollments and occurrence of other events that creates a present obligation for the Company to pay the research institutions and CROs for their services.
+Added: The principal consideration for our determination that performing procedures related to the preclinical study and clinical trial expenses, specifically related to the year-end accrual for preclinical study and clinical trial costs, is a critical audit matter is that there was judgment
+Added: by management in determining the achievement of milestones, patient enrollments and occurrence of other events that creates a present obligation for the Company to pay the research institutions and CROs for their services.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
3 unchanged sentences
and (iv) testing the mathematical accuracy of the schedule of accrual for preclinical study and clinical trial costs prepared by management.
+Added: /s/ CBIZ CPAs P.C.
+Added: We have served as the Company’s auditor since 2014.
+Added: Costa Mesa, California
+Added: February 11, 2026
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Stockholders and Board of Directors of Viking Therapeutics, Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheet of Viking Therapeutics, Inc.
+Added: (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
+Added: 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 two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for Opinion
+Added: These financial statements are the responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum llp
27 unchanged sentences
Preferred stock, $ 0.00001 par value:
−Removed: 10,000,000 shares authorized at December 31, 2024 and 2023;
−Removed: no shares issued and outstanding at December 31, 2024 and 2023
+Added: 10,000,000 shares authorized at December 31, 2025 and December 31, 2024;
+Added: no shares issued and outstanding at December 31, 2025 and December 31, 2024
Common stock, $ 0.00001 par value:
−Removed: 300,000,000 shares authorized at December 31, 2024 and 2023;
+Added: 300,000,000 shares authorized at December 31, 2025 and December 31, 2024;
114,793,067 shares issued and outstanding at December 31, 2025 and 111,573,519 shares issued and outstanding at December 31, 2024
−Removed: Treasury stock at cost, no shares at December 31, 2024 and 2,193,251 shares at December 31, 2023
+Added: Treasury stock at cost, no shares at December 31, 2025 and December 31, 2024
Additional paid-in capital
16 unchanged sentences
Interest income, net
−Removed: Realized gain (loss) on investments, net
+Added: Realized gain on investments, net
Total other income, net
Other comprehensive loss, net of tax:
−Removed: Unrealized (loss) gain on securities
−Removed: Foreign currency translation loss
+Added: Unrealized gain (loss) on securities
+Added: Foreign currency translation gain (loss)
Comprehensive loss
13 unchanged sentences
Issuance of common stock under employee stock plans
−Removed: Issuance of common stock from warrant exercises
−Removed: Repurchase of common stock
Sale of common stock, net of issuance costs
−Removed: Unrealized loss on investments
+Added: Unrealized gain on investments
Unrealized currency translation loss
4 unchanged sentences
Sale of common stock, net of issuance costs
−Removed: Unrealized gain on investments
+Added: Unrealized loss on investments
Unrealized currency translation loss
1 unchanged sentence
Employee stock-based compensation, net
−Removed: Shares withheld related to employee tax withholding
Issuance of common stock under employee stock plans
Sale of common stock, net of issuance costs
−Removed: Unrealized loss on investments
−Removed: Unrealized currency translation loss
+Added: Unrealized gain on investments
+Added: Unrealized currency translation gain
Balance at December 31, 2025
26 unchanged sentences
Value of shares withheld related to employee tax withholding
−Removed: Repurchase of common stock
Proceeds from warrant and option exercises and stock issuances under employee stock purchase plan
12 unchanged sentences
Organization, Liquidity and Management’s Plan, and Summary of Significant Accounting Policies
−Removed: Viking Therapeutics, Inc., a Delaware corporation, together with its subsidiary (the “Company”), is a clinical-stage biopharmaceutical company focused on the development of novel therapies for metabolic and endocrine disorders.
−Removed: In June of 2021, the company formed an Australian subsidiary, Viking Therapeutics, PTY LTD, so as to be able to take advantage of certain research and development reimbursements available to local Australian based research and development companies that choose to do research in Australia.
−Removed: The Company was incorporated under the laws of the State of Delaware on September 24, 2012 and its principal executive offices are located in San Diego, CA, with a subsidiary located in Adelaide, Australia.
+Added: Viking Therapeutics, Inc., a Delaware corporation, together with its subsidiaries (the “Company”), is a clinical-stage biopharmaceutical company focused on the development of novel therapies for metabolic and endocrine disorders.
+Added: In June 2021, the Company formed an Australian subsidiary, Viking Therapeutics, PTY LTD.
+Added: In January 2025, the Company formed an Irish subsidiary, Viking Therapeutics Ireland Limited.
+Added: The Company was incorporated under the laws of the State of Delaware on September 24, 2012 and its principal executive offices are located in San Diego, California, with subsidiaries located in Adelaide, Australia and Dublin, Ireland.
Basis of Presentation
5 unchanged sentences
Principles of Consolidation
−Removed: The consolidated financial statements include the accounts of the Company and its subsidiary, Viking Therapeutics, PTY LTD, incorporated in Australia.
−Removed: To date, the aggregate operations of this subsidiary have not been significant and all intercompany transactions and balances have been eliminated in consolidation.
+Added: The consolidated financial statements include the accounts of Viking Therapeutics, Inc.
+Added: and its wholly-owned subsidiaries, Viking Therapeutics, PTY LTD, incorporated in Australia and Viking Therapeutics Ireland Limited, incorporated in Ireland.
+Added: All significant intercompany balances and transactions have been eliminated in consolidation.
+Added: The Company determines the functional currencies of its international subsidiaries by reviewing the environment where each subsidiary primarily generates and expends cash.
+Added: For international subsidiaries whose functional currencies are the local currencies, the Company translates the financial statements into U.S.
+Added: dollars using period-end exchange rates for assets and liabilities and average exchange rates for each period for expenses.
+Added: The Company includes translation-related adjustments in comprehensive income and in accumulated other comprehensive loss in the equity section of our consolidated balance sheets.
Cash and Cash Equivalents
9 unchanged sentences
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and marketable securities.
−Removed: The Company maintains deposits in federally insured depository institutions in excess of federally insured limits.
+Added: The Company maintains deposits in federally insured depository institutions in excess of federally
+Added: insured limits.
Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
20 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.
−Removed: On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No.
+Added: 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”).
47 unchanged sentences
Foreign Currency
−Removed: The financial statements of the Company’s foreign subsidiary whose functional currency is the local currency is translated into U.S.
+Added: The financial statements of the Company’s foreign subsidiaries whose functional currency is the local currency is translated into U.S.
dollars for consolidation as follows:
5 unchanged sentences
Comprehensive Loss
−Removed: The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiary.
+Added: The Company’s comprehensive loss consists of net loss and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries.
Net Loss per Common Share
16 unchanged sentences
Recently Adopted Accounting Pronouncements
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
−Removed: 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.
−Removed: Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
−Removed: The Company adopted ASU 2023-07 effective December 31, 2024 , on a retrospective basis.
−Removed: 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.
−Removed: Refer to Note 12 for further information on the Company’s reportable segment.
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures (“ASU 2023-09”), 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.
+Added: The Company prospectively adopted ASU 2023-09 for the year ended December 31, 2025 .
Recently Issued Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
−Removed: 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.
−Removed: This ASU will be effective for the annual period ending December 31, 2025.
−Removed: The Company is currently evaluating the timing and impact of adoption of this ASU.
+Added: In April 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):
+Added: Clarifications to Share-Based Consideration Payable to a Customer, which clarifies the accounting for share-based consideration payable to a customer, including the interaction between Topic 718 and Topic 606.
+Added: ASU 2025-04 is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods.
+Added: The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.
+Added: In March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires public entities to provide enhanced disclosures about the nature of certain expenses presented in the income statement, including the disaggregation of expenses such as employee compensation, depreciation and amortization, and other significant expense categories, as applicable.
+Added: ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements.
Investments in Marketable Securities
3 unchanged sentences
As of December 31, 2025 and 2024, the Company’s investments were in money market funds, commercial paper, corporate debt securities and government debt securities.
−Removed: There were no sales of available-for-sale securities during the years ended December 31, 2024 and 2023.
+Added: During the year ended December 31, 2025, the Company sold available-for-sale securities with proceeds of $ 358.2 million and recognized realized gains of $ 10,000 , which are included in other income (expense).
+Added: There were no sales of available-for-sale securities during the year ended December 31, 2024.
Investments classified as available-for-sale as of December 31, 2025 consisted of the following (in thousands):
5 unchanged sentences
At December 31, 2025, there were 176 securities in an unrealized gain position and 59 securities in an unrealized loss position.
−Removed: The unrealized gains were less than $ 32,000 individually and $ 802,000 in the aggregate.
+Added: The unrealized gains
+Added: were less than $ 51,000 individually and $ 932,000 in the aggregate.
The unrealized losses were less than $ 11,000 individually and $ 88,000 in the aggreg ate.
1 unchanged sentence
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.
−Removed: Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment.
+Added: 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.
−Removed: (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.
+Added: (2) At December 31, 2025, none of these securities were classified as cash and cash equivalents on the Company’s balance sheet and $ 105.0 million 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, 2024 consisted of the following (in thousands):
11 unchanged sentences
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.
−Removed: (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.
+Added: (2) At December 31, 2024, 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.
Fair Value of Financial Instruments
13 unchanged sentences
This policy also limits the amount of credit exposure to any one issue or type of instrument.
−Removed: As of December 31, 2024, the Company’s investments were in government money market funds, commercial paper, corporate debt securities and government debt securities.
+Added: As of December 31, 2025, the Company’s investments were in 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):
25 unchanged sentences
As further partial consideration for the grant of the rights and licenses to the Company by Ligand under the Master License Agreement, the Company has agreed to pay to Ligand certain one-time, non-refundable milestone payments in connection with the Licensed Products of up to $ 1.54 billion in the aggregate upon the achievement of certain development, regulatory and sales milestones.
−Removed: The Company will also pay to Ligand royalties on aggregate annual worldwide net sales of Licensed Products by the Company, its affiliates and its sublicensees at tiered percentage rates from the low-to-upper single digits based upon net sales.
+Added: will also pay to Ligand royalties on aggregate annual worldwide net sales of Licensed Products by the Company, its affiliates and its sublicensees at tiered percentage rates from the low-to-upper single digits based upon net sales.
The term of the Master License Agreement will continue unless the agreement is terminated by the Company or Ligand, and each of the Company and Ligand have the right to terminate the Master License Agreement in certain circumstances, including, without limitation, if the other party defaults on certain of its obligations under the Master License Agreement.
17 unchanged sentences
As of December 31, 2025, the Company has one operating lease (the “Office Lease”) and one operating sublease (the "Office Sublease").
−Removed: The Office Lease is for office space under a lease that commenced on March 1, 2022 and expires on July 31, 2027 (the “Term”).
+Added: The Office Lease is for office space under a lease that commenced on March 1, 2022 and expires on March 31, 2026 (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").
+Added: Refer to Note 10 for information regarding the updated lease expiry.
Below is a summary of the Company’s ROU assets and lease liabilities as of December 31, 2025 and December 31, 2024 (in thousands, except for years and %):
12 unchanged sentences
If the option is exercised, the renewal term will be upon the same terms and conditions as the original Office Lease, except that the base rent will be equal to the prevailing market rate as determined pursuant to the terms of the Office Lease.
−Removed: The option to extend the term of the Office Lease was recognized as part of the Company’s lease liability and right-of-use assets.
Stockholders’ Equity
13 unchanged sentences
No similar expense was recognized during the years ended December 31, 2024 and 2023.
−Removed: 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.
−Removed: 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.
+Added: In May 2025, the Company modified the performance targets related to the remaining 183,095 unvested shares, such that the shares vest upon the achievement of three performance goals.
+Added: The incremental cost related to this modification totaled $ 5.2 million.
+Added: performance targets were deemed probable of occurring upon execution of the modification.
+Added: In July 2025, a triggering event occurred and a performance target was achieved.
+Added: Due to the achievement of this performance target, 62,252 shares vested.
+Added: In October 2025, the Company modified one of the two remaining performance targets, such that the shares vest upon the achievement of an updated performance target.
+Added: The incremental cost related to this modification totaled $ 0.3 million.
+Added: As of December 31, 2025, none of the awards had been forfeited and the 90,633 unvested shares related to the two remaining performance targets were deemed probable to vest , resulting in the Company recording stock-based compensation expense of $ 4.5 million during the twelve months ended December 31, 2025.
+Added: The Company will continue to reassess at each reporting period whether these unvested shares related to performance targets remain probable to vest.
+Added: The remaining 30,210 unvested shares related to one of the performance targets were deemed improbable to vest.
+Added: 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 if and when it is deemed probable.
+Added: In July 2021, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “ATM Agreement”), with Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc.
Wainwright & Co.
4 unchanged sentences
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.
−Removed: 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”).
+Added: In March 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.
1 unchanged sentence
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).
−Removed: 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.
+Added: In April 2023, the Company completed an underwritten public offering of its common stock (the “April 2023 Offering”) pursuant to the 2021 Shelf Registration Statement.
In the April 2023 Offering, the Company sold an aggregate of 19,828,300 shares of its common stock at a public offering price of $ 14.50 per share, which included the exercise in full by the underwriters of their option to purchase 2,586,300 additional shares of common stock.
Upon the closing of the April 2023 Offering, the Company received net proceeds of $ 270.0 million, after deducting underwriting discounts, commissions and other offering expenses.
−Removed: On July 26, 2023, the Company filed an automatic universal shelf registration statement on Form S-3 (File No.
+Added: In July 2023, the Company filed an automatic universal shelf registration statement on Form S-3 (File No.
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”).
2 unchanged sentences
The 2023 Shelf Registration Statement will expire on July 26, 2026 .
−Removed: On July 26, 2023, the Company entered into an Amendment No.
+Added: In July 2023, the Company entered into an Amendment No.
1 to At-The-Market Equity Offering Sales Agreement (the “ATM Agreement Amendment”) with Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., H.C.
5 unchanged sentences
From the date of the ATM Prospectus through December 31, 2025, 3,556,911 shares of the Company’s common stock were sold pursuant to the ATM Offering and, as of December 31, 2025, the Company may sell shares of its common stock for remaining gross proceeds of up to $ 75.7 million from time to time pursuant to the ATM Prospectus.
−Removed: 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.
+Added: In March 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.
−Removed: 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.
+Added: 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, 2025, 2024 and 2023, and in accordance with the 2014 ESPP and 2024 ESPP, the Company issued an aggregate of 20,231 , 168,332 and 180,174 shares of its common stock to certain employees, respectively.
22 unchanged sentences
No further awards have been or will be made under the 2014 Plan since May 21, 2024.
−Removed: 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
−Removed: 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.
+Added: 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
+Added: 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.
42 unchanged sentences
The Company issues performance-based restricted stock units (“PRSU awards”).
−Removed: 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
−Removed: then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the applicable grant date.
+Added: 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.
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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: As of December 31, 2024, 10,500 PRSU awards were forfeited, two of the three milestones had been met and the remaining one was deemed improbable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 1.2 million through December 31, 2024 and stock-based compensation expense of $( 454,000 ) during the year ended December 31, 2024.
+Added: The shares subject to these PRSU awards would 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.
+Added: As of January 4, 2025, the date of cancellation, 132,000 PRSU awards were unvested and cancelled, 10,000 PRSU awards had been forfeited, and two of the milestones had been met, resulting in the Company recording cumulative stock-based compensation expense of $ 766,000 .
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.
−Removed: 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.
+Added: As of December 31, 2025, 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, 2025 and no stock-based compensation expense during the twelve months ended December 31, 2025.
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.
−Removed: 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.
+Added: As of December 31, 2025, no PRSU awards were forfeited, two of the four milestones had been met and the remaining two milestones were deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 10.1 million through December 31, 2025 and stock-based compensation expense of $ 1.8 million during the twelve months ended December 31, 2025.
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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: As of December 31, 2025, no PRSU awards had been forfeited, two of the four milestones had been met and the remaining two milestones were deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $ 12.4 million through December 31, 2025 and stock-based compensation expense of $ 1.7 million during the twelve months ended December 31, 2025.
In January 2025, the Company issued 228,000 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 date.
−Removed: As of December 31, 2024, no PRSU awards had been forfeited, two of the four milestones had been met, one milestone was deemed probable
−Removed: 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.
+Added: As of December 31, 2025, no PRSU awards had been forfeited, two of the four milestones had been met, one of the four milestones had been partially met and the remaining milestone was deemed probable of achievement, resulting in the Company recording stock-based compensation expense of $ 9.2 million during the twelve months ended December 31, 2025.
The following table summarizes stock option activity during the years ended December 31, 2025, 2024 and 2023:
6 unchanged sentences
Options exercisable at December 31, 2025
−Removed: 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.
+Added: The Company received $ 2.0 million, $ 10.4 million and $ 6.4 million in cash proceeds from exercises of stock options during the years ended December 31, 2025, 2024 and 2023, respectively.
The total fair value of stock options that vested during the years ended December 31, 2025, 2024 and 2023 wa s $ 11.8 million, $ 7.3 million and $ 4.0 million, respectively.
25 unchanged sentences
Available for issuance under Employee Stock Purchase Plan
−Removed: 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”).
−Removed: The combined purchase price for one Share and one Warrant to purchase 0.75 shares of common stock was $ 1.15 .
−Removed: The closing of the issuance of the Shares and the Warrants occurred on June 19, 2017.
−Removed: The Warrants had an exercise price of $ 1.30 per share, subject to adjustment as provided therein, and became exercisable beginning on December 19, 2017 through December 19, 2022 .
−Removed: The Warrants were exercised in full as of December 31, 2022.
+Added: Our income before provision for (benefit from) income taxes for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands):
+Added: loss before income taxes
+Added: Foreign loss before income taxes
+Added: Loss before income taxes
Income tax expense from continuing operations consists of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands):
2 unchanged sentences
The reconciliations of the U.S.
+Added: federal statutory tax rate to the effective income tax rate for the year ended December 31, 2025 is as follows (in thousands, except %):
+Added: Tax provision at U.S.
+Added: Federal statutory rates
+Added: State income taxes net of federal benefit
+Added: Foreign tax effects
+Added: Statutory Tax Rate Difference
+Added: Change in Valuation Allowance
+Added: Other Foreign Jurisdictions:
+Added: Research and development credits
+Added: Change in federal valuation allowance
+Added: Non-taxable or non-deductible items
+Added: Share-based compensation
+Added: Effective income tax rate
+Added: The reconciliations of the U.S.
federal statutory tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 are as follows:
22 unchanged sentences
Net deferred tax assets (liabilities):
−Removed: 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.
−Removed: 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.
+Added: A valuation allowance of $ 264.7 million and $ 164.1 million at December 31, 2025 and December 31, 2024, 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.
+Added: At December 31, 2025, the Company had approximately $ 194.7 million of federal net operating loss carryforwards, of which $ 17.7 million will begin to expire in 2032 and the remaining $ 177.0 million of which can be carried forward indefinitely.
The Company has $ 110.6 million of state net operating loss carryforwards that will begin to expire in 2034 .
−Removed: The Company's ability to utilize its federal net operating loss carryforwards may be limited under Section 382 of the Code.
+Added: The Company has $ 156.1 million of foreign net operating loss carryforwards that can be carried forward indefinitely.
+Added: The Company's ability to utilize its federal net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code").
Specifically, this limitation may arise in the event of an "ownership change," which is defined by Section 382 of the Code as a cumulative change in ownership of the Company of more than 50 % within a three-year period.
3 unchanged sentences
The Company is subject to U.S.
−Removed: federal income tax as well as income tax in various state jurisdictions.
+Added: federal income tax, as well as income tax in various state and foreign jurisdictions.
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and various state agencies for the years ended December 31, 2021 through December 31, 2025.
13 unchanged sentences
Commitments and Contingencies
−Removed: On May 25, 2018, the Company entered into an Office Lease (the “Lease”) with Kilroy Realty, L.P.
−Removed: The Lease was for approximately 7,149 rentable square feet of space located at 12340 El Camino Real, Suite 250, San Diego, California 92130 (the “2018 Premises”).
−Removed: The 2018 Premises was the Company’s corporate headquarters.
−Removed: The Lease commenced on November 1, 2018 and expired on January 31, 2022 .
−Removed: Monthly base rent payments due under the Lease for the 2018 Premises were $ 27,000 , subject to annual increases of 3.0 % during the Lease term.
−Removed: Under the Lease, the Company was responsible for certain charges for common area maintenance and other costs, including electricity and utility expenses and the Lease provided for abatement of rent during certain periods and escalating rent payments throughout the Lease term.
−Removed: Rent expense was recorded on a straight-line basis over the life of the Lease and the difference between the rent expense and rent paid was recorded as deferred rent.
−Removed: On November 15, 2021, the Company entered into an Office Lease (the “Office Lease”) with One Pacific Heights.
+Added: In November 2021, the Company entered into an Office Lease (the “Office Lease”) with One Pacific Heights.
The Office Lease is for approximately 7,940 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 350, San Diego, California 92121 (the “Premises”).
−Removed: The Premises are now the Company’s corporate headquarters.
−Removed: Monthly base rent payments due under the Office Lease for the Premises are $ 28,187 , subject to annual increases of 3.0 % during the Term.
−Removed: Under the Office Lease, the Company is responsible for certain charges for common area maintenance and other costs, including utility expenses and the Office Lease provides for abatement of rent during certain periods and escalating rent payments throughout the Term.
−Removed: The Office Lease provides the Company with an option to extend the term of the Office Lease for a period of five years beyond the Term.
−Removed: 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.
−Removed: On September 16, 2024 the Company entered into the Office Sublease with TÜV SÜD America Inc.
−Removed: 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”).
−Removed: 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.
+Added: The Premises currently serve as the Company’s corporate headquarters.
+Added: Monthly base rent payments due under the Office Lease for the Premises are $ 28,187 , subject to annual increases of 3.0 % during the term of the Office Lease.
+Added: Under the Office Lease, the Company is responsible for certain charges for common area maintenance and other costs, including utility expenses and the Office Lease provides for abatement of rent during certain periods and escalating rent payments throughout the term of the Office Lease.
+Added: In October 2025, the Company amended the Office Lease (the “Amended Lease”).
+Added: The Amended Lease is for approximately 25,062 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 500, San Diego, California 92121 (the “New Premises”).
+Added: The New Premises will be the Company's corporate headquarters upon the later of (i) the date of substantial completion of certain tenant improvements provided for in the Amended Lease or (ii) April 1, 2026 (the “Substitution Date”).
+Added: The Amended Lease will expire on the last day of the 67th month following the Substitution Date (the “Term”).
+Added: Monthly base rent payments due under the Amended Lease for the New Premises are $ 63,000 , subject to annual increases pursuant to the Amended Lease
+Added: during the Term.
+Added: Under the Amended Lease, the Company is responsible for certain charges for common area maintenance and other costs, including utility expenses, and the Amended Lease provides for abatement of rent during certain periods and escalating rent payments throughout the Term.
+Added: In September 2024 the Company entered into an Office Sublease with TÜV SÜD America Inc.
+Added: (the “Office Sublease”) 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”).
+Added: 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 term of the Office Sublease.
Under the Office Sublease, the Company is responsible for certain other costs, including utility expenses.
+Added: On March 10, 2025, the Company entered into multi-year manufacturing agreements (the “Manufacturing Agreements”) with Corden Pharma Colorado, Inc.
+Added: and affiliates (“CordenPharma”), securing dedicated capacity for the annual manufacture and supply of active pharmaceutical ingredient and final drug product for VK2735.
+Added: The Manufacturing Agreements provide the Company with exclusive use of dedicated manufacturing line(s) and related equipment at CordenPharma's facilities.
+Added: Based on evaluation of these arrangements under FASB Accounting Standards Codification 842, the Company has determined that they contain an embedded lease of the identified manufacturing assets as described above;
+Added: however, as of December 31, 2025, the lease has not yet commenced because construction of the identified assets is ongoing and the Company does not yet have control or access for their intended use.
Segment Reporting
7 unchanged sentences
Other segment items within net loss include interest income, net and amortization of financing costs.
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
+Added: 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.
+Added: Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
+Added: The Company adopted ASU 2023-07 effective December 31, 2024 , on a retrospective basis.
+Added: 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.
+Added: Refer to Note 11 for further information on the Company’s reportable segment.
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.