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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-28 · 236 added, 239 removed, 614 unchanged (44% of the section changed)

Financial Statements and Supplementary Data.

Beginning on the following page are the consolidated financial statements with applicable notes and the related Report of Independent Registered Public Accounting Firm.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Beginning on the following page are the financial statements with applicable notes and the related Report of Independent Registered Public Accounting Firm.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (BDO USA, P.C., San Diego, CA, PCAOB ID# 243 )

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024

Statements of Stockholders’ Equity for the Years ended December 31, 2025 and 2024

Statements of Cash Flows for the Years ended December 31, 2025 and 2024

Notes to Financial Statements

Report of Independent Regist ered Public Accounting Firm

To the Stockholders and Board of Directors

Whitehawk Therapeutics, Inc.

Morristown, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Whitehawk Therapeutics, Inc.

(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 years then ended, and the related notes (collectively, referred to as the “consolidated financial statements”).

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

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Whitehawk Therapeutics, Inc.

(the “Company”) as of December 31, 2025 and 2024, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Product Revenue Allowances for Chargebacks and Government Rebates

As described in Note 2 to the consolidated financial statements, revenue from product sales is recognized net of estimates for variable consideration consisting of chargebacks, government rebates, distribution fees, co-payment assistance, and product returns.

This variable consideration is recorded in the same period that the related revenue is recognized and creates variability for the consideration that the Company expects to receive.

Liabilities related to government rebates and chargebacks involve the use of assumptions and judgments that include consideration of historical claims experience and channel mix.

We identified the estimate for the allowance for government rebates and chargebacks as a critical audit matter.

Auditing the estimate for the allowance for government rebates and chargebacks involved especially challenging auditor judgment due to the nature and extent of audit effort required to address these matters.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Classification of Warrants

As described in Note 8 to the financial statements, on December 19, 2024, the Company entered into the subscription agreement for a private investment in public equity financing (the "2024 PIPE Financing") with certain investors (the "2024 PIPE Investors"), pursuant to which the Company agreed to sell to the 2024 PIPE Investors (i) 21,592,000 shares of the Company’s common stock, and (ii) 20,076,500 Pre-Funded Warrants, for aggregate net proceeds of $94.4 million, after deducting certain expenses incurred of $5.6 million related to the issuance of shares.

The 2024 PIPE Financing was conditioned upon the Company's shareholders approving the transaction and closed on March 4, 2025 after such approval was obtained.

The Pre-Funded Warrants are indexed to the Company's common stock and meet the conditions for equity classification in accordance with ASC 815-40.

We identified the evaluation of the financial statement classification of the Pre-Funded Warrants issued in the 2024 PIPE Financing as a critical audit matter.

Auditing the Company’s evaluation of certain provisions within the relevant agreements

for the assessment of the financial statement classification involved especially complex auditor judgment, including the extent of effort and expertise needed.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the reasonableness of management’s estimate of the allowance for government rebates and chargebacks by developing an independent estimate utilizing actual product sales and actual rebates and chargeback claims received.

• Testing the completeness and accuracy of the historical rebate and chargeback claims received.

• Evaluating the appropriateness of management’s conclusions, including utilizing personnel with expertise in relevant technical accounting, included the review of:

(i) the relevant terms of the agreements, (ii) the completeness and accuracy of the Company’s technical accounting analysis, and (iii) the appropriateness of application of the relevant accounting literature.

/s/ BDO USA, P.C.

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WHITEHAWK THERAPEUTICS, INC.

Consolidated Balance Sheets

Balance Sheets

(in thousands, except share data and par value)

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Accounts receivable, net

Inventory 5,311 6,427

Prepaid expenses and other current assets

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Operating lease right-of-use assets

Other assets 1,399 1,866

Total assets $ 70,319 $ 132,423

Liabilities and stockholders’ equity

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Operating lease liabilities, current portion

Due to licensor payable (Note 7) — 5,757

Total current liabilities

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Total liabilities and stockholders’ equity

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

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

WHITEHAWK THERAPEUTICS, INC.

Consolidated Statements of Operations and Comprehensive Loss

Statements of Oper ations and Comprehensive Loss

(in thousands, except share data and earnings per share amounts)

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Other income (expense)

Foreign exchange loss ( 4 ) ( 1 )

Gain on sale of business

Foreign exchange gain (loss)

Interest income

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Income tax expense

Net loss $ ( 63,691 ) $ ( 65,765 )

Other comprehensive loss:

Unrealized (loss) income on available-for-sale debt securities ( 11 ) 142

Unrealized gain (loss) on investments, net of tax

Comprehensive loss

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Weighted average number of common shares outstanding, basic and diluted

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

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

WHITEHAWK THERAPEUTICS, INC.

Consolidated Statements of Stockholders’ Equity

Statements of Stockholders’ Equity

(in thousands, including share amounts)

Stockholders’ Equity

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Stockholders' Equity

Shares Par Value

Paid-In Capital

Comprehensive

Stockholders'

Balance at December 31, 2023

Issuance of common stock upon exercise of stock options 42 — 78 — — 78

Share-based compensation expense

Issuance of common stock upon exercise of stock options

Issuance of shares under the employee stock purchase plan

Unrealized gain on investments, net of tax — — — 142 — 142

Net loss — — — — ( 65,765 ) ( 65,765 )

Unrealized loss on investments, net of tax

Balance at December 31, 2024

Share-based compensation expense

Issuance of common stock upon exercise of warrants

Issuance of common stock upon exercise of stock options

Issuance of common stock in conjunction with vesting of restricted stock units

Issuance of shares under the employee stock purchase plan

Unrealized loss on investments, net of tax — — — ( 11 ) — ( 11 )

Net loss — — — — ( 63,691 ) ( 63,691 )

Private placement, net of transaction costs

Unrealized gain on investments, net of tax

Balance at December 31, 2025

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

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

WHITEHAWK THERAPEUTICS, INC.

Consolidated Statements of Cash Flows

Statemen ts of Cash Flows

(in thousands)

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Cash flows from operating activities:

Net loss $ ( 63,691 ) $ ( 65,765 )

Adjustments to reconcile net loss to net cash used in operating activities:

Share-based compensation expense

Gain on sale of business

Amortization of premiums and discounts on short-term investments, net

Non-cash interest expense — 58

Non-cash lease expense

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Accounts receivable

Inventory 1,116 ( 3,265 )

Prepaid expenses and other current assets

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Investing activities:

Proceeds from sale of business, net cash, cash equivalents, and restricted cash

Purchases of property and equipment

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Financing activities:

Proceeds from sale of common stock and prefunded warrants in PIPE financing

Payment of PIPE financing related transaction costs

Issuance of common stock upon exercise of stock options

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Net cash provided by financing activities

Net (decrease) increase in cash, cash equivalents and restricted cash ( 34,218 ) 23,869

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of year

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

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

WHITEHAWK THERAPEUTICS, INC.

Consolidated Statements of Cash Flows (continued)

Statements of Cash Flows (continued)

(in thousands)

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Amounts accrued for purchases of property and equipment

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTES TO FINANCIAL STATEMENTS

Nature of Organization and Operations

Whitehawk Therapeutics, Inc.

is an oncology therapeutics company applying advanced technologies to established tumor biology that are intended to efficiently deliver improved cancer treatments .

The Company has a deep experience in chemistry, formulation, and drug delivery, as well as research, clinical, and commercial pharmaceutical development, and taking product candidates from the clinic to approval, launch, and commercialization.

is a clinical-stage oncology therapeutics company applying advanced technologies to established tumor biology that are intended to efficiently deliver improved cancer treatments.

The Company has deep experience in chemistry, formulation, and drug delivery, as well as research, clinical, and commercial pharmaceutical development, and taking product candidates from the clinic to approval, launch, and commercialization.

Current ADC Business

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On December 19, 2024, the Company entered into a Stock Purchase Agreement (the “Divestiture Agreement”) with KAKEN INVESTMENTS INC., a Delaware corporation (“KAKEN”), KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary, Inc., a Delaware corporation and the Company's former wholly owned subsidiary and the operating company for the FYARRO Business (“Aadi Subsidiary”).

Under the Divestiture Agreement, KAKEN acquired 100 % of the outstanding shares of capital stock of Aadi Subsidiary from the Company for a cash payment of $ 102.4 million (following applicable purchase price adjustments under the Divestiture Agreement) (the "FYARRO Divestiture").

Under the Divestiture Agreement, KAKEN acquired 100 % of the outstanding shares of capital stock of Aadi Subsidiary from the Company for a cash payment of $ 102.4 million (before applicable purchase price adjustments under the Divestiture Agreement) (the "FYARRO Divestiture").

The FYARRO Divestiture closed on March 25, 2025 and, as a result, the Company no longer operates the FYARRO Business.

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Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital and providing general and administrative support for these operations.

Commencing in February 2022, the Company began to realize revenues from its planned principal operations commencing with the commercial sale of FYARRO.

Prior to the FYARRO Divestiture, the Company also realized revenues from the commercial sale of FYARRO.

The Company has experienced net losses since its inception and expects to continue to incur net losses into the foreseeable future.

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The Company had cash, cash equivalents and short-term investments of $ 145.7 million at December 31, 2025.

Upon the completion of the strategic transactions announced in December 2024, the Company added approximately $ 202.4 million to its cash, cash equivalents and short-term investments as of March 26, 2025, which includes $ 102.4 million received from

the FYARRO Divestiture and $ 100.0 million received from the 2025 PIPE Financing.

The Company expects to pay $ 38 million in April 2025 to Wuxi Biologics for the in-licensing of the ADC Therapies.

Management believes the Company’s cash, cash equivalents and short-term investments will provide sufficient funds to enable the Company to meet its obligations for at least twelve months from the filing date of this report.

The Company paid $ 38.0 million, the balance of the up-front license fee, plus a 6 % VAT fee on April 16, 2025 to WuXi Biologics for the in-licensing of the ADCs targeting Mucin-16 (MUC16), Protein Tyrosine Kinase 7 (PTK7) and Seizure Related 6 Homolog (SEZ6) (each an “ADC Therapy,” and collectively, the “ADC Therapies”) .

If the Company is unable to achieve and maintain profitability, it will need additional financing to support its continuing operations and pursue its strategic objectives.

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Basis of Presentation

The consolidated financial statements, and the related disclosures, have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and U.S.

The financial statements, and the related disclosures, have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and U.S.

Securities and Exchange Commission ("SEC") regulations and, in the opinion of management include all adjustments necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity and cash flows for each period presented.

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All adjustments are of a normal recurring nature.

The Company’s consolidated financial statements are stated in U.S.

The Company’s financial statements are stated in U.S.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The financial statements noted above reflect the financial position and results of operations of the Company.

The comparative period includes the financial position and results of operations of the Company and Aadi Subsidiary, prior to its sale on March 25, 2025.

The transaction did not meet the criteria for discontinued operations under ASC 205-20, and therefore no reclassification has been made to prior period statements.

The balance sheet as of December 31, 2025 excludes the assets and liabilities of Aadi Subsidiary, which were divested as of the sale date.

Comparative information as of December 31, 2024 includes balances related to the divested business, such as accounts receivable, inventory, and customer concentration disclosures.

See Note 16 for additional information.

Risks and Uncertainties

The Company is a preclinical-stage biopharmaceutical company, has a limited operating history and has three preclinical products in development.

The Company is a clinical-stage biopharmaceutical company, has a limited operating history and has two clinical products and one preclinical product in development.

The Company's ability to generate revenue and achieve profitability depends significantly on the ability to achieve several objectives relating to the discovery, development and commercialization of the ADC Therapies and any other product candidates that may be developed in the future.

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Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on short-term investments.

Comprehensive loss has been reflected in the consolidated statements of operations and comprehensive loss for all periods presented.

Comprehensive loss has been reflected in the statements of operations and comprehensive loss for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes.

In the opinion of management, all adjustments that are considered necessary for fair presentation have been included.

The most significant estimates in the Company’s consolidated financial statements relate to gross-to-net accruals, share-based compensation expense and accrued research and development costs.

The most significant estimates in the Company’s financial statements relate to gross-to-net accruals, share-based compensation expense and accrued research and development costs.

Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may materially differ from these estimates and assumptions.

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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.

While the Company has not experienced any losses in such deposits, the 2023 failure of Silicon Valley Bank, at which the Company holds cash and cash equivalents in multiple accounts, exposed the Company to credit risk prior to the resolution by the Federal Deposit Insurance Corporation in a manner that fully protected all depositors.

The Company has not experienced any losses on deposits since inception.

The Company’s accounts receivable are derived from customers located in the United States.

The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses on customers’ accounts when deemed necessary.

The Company does not typically require collateral from its customers.

Credit losses historically have not been material.

The Company continuously monitors customer payments and maintains an allowance for credit losses based on its assessment of various factors including historical experience, age of the receivable balances, and other current economic conditions or other factors that may affect customers’ ability to pay.

Customer Concentration

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Additionally, two customers accounted for 42 % and 56 % of net accounts receivable as of December 31, 2024 .

T wo customers accounted for 44 % and 56 % of net accounts receivable as of December 31, 2023.

The Company did no t have accounts receivable as of December 31, 2025 .

See Note 16 for further information.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid marketable securities purchased with original maturities of three months or less at the time of purchase date to be cash equivalents.

Restricted cash consists of a letter of credit secured by restricted cash in connection with one of the Company's office leases and is included in other assets on the consolidated balance sheets.

Refer to Note 6 for further information on the Company's leases.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets (in thousands):

Restricted cash consists of a letter of credit secured by restricted cash in connection with the Morristown, New Jersey office lease described in Note 6, and is included in other assets on the balance sheets as of December 31, 2024.

The Company did not have restricted cash as of December 31, 2025 as the Morristown Lease (as defined in Note 6) was assumed by KAKEN.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets (in thousands):

As of December 31,

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In the case fair value is not observable, for the items subject to fair value measurements, the Company applies valuation techniques deemed the most appropriate under the GAAP guidance based on the nature of the assets and liabilities being measured.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued liabilities, and due to licensor payable are reasonable estimates of their fair value because of the short maturity of these items.

The carrying amounts of cash equivalents, accounts payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items.

Short-Term Investments

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Receivables are recorded to an allowance for credit loss when it is probable that amounts will not be collected based on terms of the customer contracts.

Accounts receivable are net of $ 0.1 million and $ 0.2 million of customer allowances for chargebacks as of December 31, 2024 and December 31, 2023, respectively.

Accounts receivable are net of $ 0.1 million of customer allowances for chargebacks as of December 31, 2024 .

There were no allowances for credit losses and no receivables were written off for the years ended December 31, 2025 and

As of December 31, 2024, accounts receivable included balances associated with Aadi Subsidiary, which was sold on March 25, 2025.

Accounts receivable related to Aadi Subsidiary was removed from the balance sheet as of March 25, 2025.

See Note 16 for more information.

Inventory is stated at the lower of cost or estimated net realizable value.

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otherwise, such costs are expensed.

As of December 31, 2024, inventory included balances associated with Aadi Subsidiary, which was sold on March 25, 2025.

Inventory related to Aadi Subsidiary was removed from the balance sheet as of the sale date.

See Note 16 for more information.

Details of inventory are presented as follows (in thousands):

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Finished goods

Total $ 5,311 $ 6,427

Property and Equipment, Net

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Leasehold improvements

Total $ 7,309 $ 5,072

Accumulated depreciation

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As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment.

For finance leases, depreciation expense is recognized for the leased asset acquired and interest expense is recognized related to the portion of the financing in the consolidated statements of operations and comprehensive loss .

For finance leases, depreciation expense is recognized for the leased asset acquired and interest expense is recognized related to the portion of the financing in the statements of operations and comprehensive loss .

For operating leases, lease cost is recognized on a straight-line basis over the lease term and variable lease payments are recognized as operating expense in the period in which the obligation for those payments is incurred.

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To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), the Company performs the following five steps:

(i) identify the contract(s) with a

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

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Provision for current period sales

Payments ( 6,127 ) ( 5,017 )

Allowances transferred in sale of Aadi Subsidiary, Inc.

Balance at end of period

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The Company records research and development activities conducted by third-party service providers, which include work related to preclinical studies, clinical trials, and contract manufacturing activities, to research and development expense as incurred.

The Company is required to estimate the amount of services provided but not yet invoiced and include these expenses in accrued expenses on the consolidated balance sheets and within research and development expenses in the consolidated statements of operations and comprehensive loss.

The Company is required to estimate the amount of services provided but not yet invoiced and include these expenses in accrued expenses on the balance sheets and within research and development expenses in the statements of operations and comprehensive loss.

These expenses are a significant component of the Company’s research and development expenses and require significant estimates and judgments.

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Refer to Note 13 for further information on the ADC license agreement and its terms.

The Company recorded a $ 6.0 million upfront payment related to the WuXi Biologics license agreement as IPR&D expense for the year ended December 31, 2024.

The Company had no IPR&D expense for the year ended December 31, 2023.

The Company recorded a $ 45.7 million IPR&D expense which included a $ 38.0 million upfront payment related to the WuXi Biologics license agreement and $ 5.0 million of development milestone-related expense for the year ended December 31, 2025 .

The Company had $ 6.0 million IPR&D expense for the year ended December 31, 2024 .

Share-Based Compensation

The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted stock units in the consolidated statements of operations and comprehensive loss based on their fair values.

The Company recognizes all share-based payments to employees, including grants of employee stock options and restricted stock units in the statements of operations and comprehensive loss based on their fair values.

All of the Company’s share-based awards, to employees, non-employees, officers, and directors, are subject only to service-based vesting conditions.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized.

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Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

Basic and diluted weighted average shares of common stock outstanding for the years ended December 31, 2024 and 2023, includes the weighted average effect of 2,426,493 Pre-Funded Warrants (as defined below), which were issued in September 2022, for the purchase of shares of common stock, for which the remaining unfunded exercise price is $ 0.0001 per share.

Basic and diluted weighted average shares of common stock outstanding for the years ended December 31, 2025 and 2024, which includes the weighted average effect of 20,076,500 and 2,000,037 Pre-Funded Warrants, which were issued in March 2025 and September 2022, respectively, for the purchase of shares of common stock, for which the remaining unfunded exercise price is $ 0.0001 per share.

See Note 8 for more information on the Pre-Funded Warrants.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and common share equivalents outstanding for the period.

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Restricted Stock Units to purchase common stock

Warrants to purchase common stock — 29,167

Adoption of New Accounting Standard

The Company adopted FASB ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures on December 28, 2024.

This ASU requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit or loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements.

This authoritative guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The requirements of this ASU are disclosure-related and did not have an impact on the Company’s consolidated financial position and results of operations.

See Note 15, Segment Information, for the updated segment disclosures as a result of adopting this ASU.

Recent Accounting Pronouncements

In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.

The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The standard is effective for the Company beginning in fiscal year 2025, with early adoption permitted.

The Company does not expect to early adopt the new standard.

The new standard is expected to be applied prospectively, but retrospective application is permitted.

The Company is currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures.

The requirements of this ASU are disclosure-related and did not have an impact on the Company’s financial position and results of operations.

See Note 12, Income Taxes, for the updated disclosures as a result of adopting this ASU.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) - Disaggregation of Income Statement Expenses”, which requires additional disclosure in the notes to the financial statements of the nature of certain expenses included in the income statement.

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Fair Value Measurements as of December 31, 2025

Level 1 Level 2 Level 3 Total

Money market funds (1)

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Fair Value Measurements as of December 31, 2024

Level 1 Level 2 Level 3 Total

Money market funds (1)

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Corporate bonds

Government agency — 5,482 — 5,482

Total financial assets

(1) Included in cash and cash equivalents in the accompanying consolidated balance sheets.

(2) Includes investments classified as cash and cash equivalent in the accompanying consolidated balance sheet.

As of December 31, 2024 and 2023, all marketable securities had a contractual maturity of less than one year.

(1) Included in cash and cash equivalents in the accompanying balance sheets.

Short-Term Investments and Cash Equivalents

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As of and for Year Ended December 31, 2025

Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Money market funds

government treasury bills Less than 1 12,553 9 — 12,562

Commercial paper Less than 1 1,743 1 — 1,744

Corporate bonds Less than 1 4,256 5 — 4,261

Total $ 46,037 $ 15 $ — $ 46,052

government treasury bills

Commercial paper

Corporate bonds

More than 1 less than 2

As of and for Year Ended December 31, 2024

Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value

Money market funds

government treasury bills Less than 1 19,441 17 — 19,458

Commercial paper Less than 1 8,712 6 ( 1 ) 8,717

Corporate bonds Less than 1 13,438 10 ( 1 ) 13,447

Government agency Less than 1 5,486 — ( 4 ) 5,482

Total $ 108,111 $ 33 $ ( 6 ) $ 108,138

government treasury bills

Commercial paper

Corporate bonds

As of December 31, 2025, the available-for-sale debt securities are of high credit quality, and there were no unrealized losses recognized as of December 31, 2025 or 2024 .

No allowance for credit losses was recognized as of December 31, 2025 or 2024.

As of December 31, 2025 corporate bonds had contractual maturities of greater than one year and less than two years .

All other marketable securities had contractual maturities of less than one year.

As of December 31, 2024 all marketable securities had a contractual maturity of less than one year .

Accrued Liabilities

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Accrued clinical

Accrued research and development

Accrued other - sales related

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In August 2021, the Company exercised its option to extend the term of the Pacific Palisades Lease for an additional three-year period and entered into an amendment to the lease agreement (the “Pacific Palisades Lease Amendment”).

Pursuant to the Pacific Palisades Lease Amendment, the Company and the landlord agreed to extend the term for an additional period of three (3) years and six (6) months, until February 28, 2025, with an option to renew for an additional three ( 3 ) years in accordance with the terms of the lease.

The Company did not exercise the option to renew.

Pursuant to the Pacific Palisades Lease Amendment, the Company and the landlord agreed to extend the term for an additional period of three (3) years and six (6) months , until February 28, 2025, with an option to renew for an additional three ( 3 ) years in accordance with the terms of the Pacific Palisades Lease.

Included in the Pacific Palisades Lease Amendment were nine months of rent abatement and a rent escalation clause.

The Pacific Palisades Lease expired on February 28, 2025.

In April 2022, the Company entered into a lease agreement for office space in Morristown, New Jersey (the “Morristown Lease”).

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Included in the Morristown Lease are fixed rent escalations of approximately 2 % on each anniversary year of the lease term.

In connection with the FYARRO Divestiture, KAKEN assumed the Morristown Lease.

In March 2025, the Company entered into a short-term sublease with KAKEN.

The Company has elected the short-term lease exemption under ASC 842.

As such, this lease is not recorded on the balance sheet.

Lease payments made are recognized on a straight-line basis over the lease term in the income statement.

The following table summarizes information related to the Company’s leases (in thousands):

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Operating lease rent expense

Rent expense for the years ended December 31, 2025 and 2024 under the short-term lease exemption under ASC 842 was $ 0.1 million and $ 0 , respectively.

Cash paid for leases and included in operating cash flows for the years ended December 31, 2025 and 2024 is presented on the following table (in thousands):

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Cash paid included in operating cash flows

The future minimum lease payments required under the operating leases as of December 31, 2024, are summarized below (in thousands):

Future Minimum Lease Payments:

Total minimum lease payments $ 940

amount representing interest ( 107 )

Present value of operating lease liabilities $ 833

operating lease liabilities, current ( 268 )

Operating lease liabilities, non-current $ 565

Remaining lease term (in years) 3.25

Incremental borrowing rate 7.7 %

The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option.

In general, the Company is not reasonably certain to exercise such option.

License Agreements

Bristol Myers Squibb Company License Agreement

Former Bristol Myers Squibb Company License Agreement

On April 9, 2014, the Company entered into a license agreement (as amended, the “BMS License Agreement”) with BMS for exclusive rights for certain patents and a non-exclusive license for certain technology and know-how pertaining to FYARRO.

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1 (the “Amendment”) to the BMS License Agreement related to certain intellectual property rights of BMS pertaining to the compound known as FYARRO.

Under the terms of the Amendment, the Company paid BMS $ 5.8 million representing 50 % of the previously outstanding payment obligation under the terms of the BMS License Agreement, following the effective time of the Company's 2021 private investment in public equity financing (the “2021 PIPE Financing”).

Pursuant to the terms of the Amendment, the remaining previously outstanding payment obligation of $ 5.8 million, was due on the third anniversary of the effective time of the 2021 PIPE Financing, or August 26, 2024 plus any accrued and unpaid interest due thereon (the “Balloon Payment”).

The Balloon Payment shall accrue interest, beginning August 26, 2021 until paid in full, at a rate equal to 4.00 % per annum based on the weighted average amount outstanding during the applicable calendar quarter, with interest

payable quarterly in arrears.

Under the terms of the Amendment, the Company paid BMS $ 5.8 million representing 50 % of the previously outstanding payment obligation under the terms of the BMS License Agreement, following the effective time of the 2021 private investment in public equity financing (the “2021 PIPE Financing”).

Pursuant to the terms of the Amendment, the remaining previously outstanding payment obligation of $ 5.8 million became due on the third anniversary of the effective time of the 2021 PIPE Financing, or August 26, 2024 plus any accrued and unpaid interest due thereon (the “Balloon Payment”).

The Balloon Payment accrued interest, beginning August 26, 2021 until paid in full, at a rate equal to 4.00 % per annum based on the weighted average amount outstanding during the applicable calendar quarter.

which was payable quarterly in arrears.

In accordance with the terms of the Amendment, the Company paid the outstanding payment obligation of $ 5.8 million by the due date.

In addition, under the Amendment the parties agreed to amend the royalty rates payable to BMS based on net sales of products subject to the BMS License Agreement.

On December 19, 2024, the Company entered into the Divestiture Agreement with KAKEN, KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary.

As part of its purchase of the FYARRO Business, KAKEN acquired the rights and responsibilities under the BMS License Agreement.

Refer to Note 15 for more information on the sale of Aadi Subsidiary.

EOC License Agreement

On December 8, 2020, the Company entered into a license agreement (“EOC License Agreement”) with EOC Pharma (Hong Kong) Limited (“EOC”) under which the Company received $ 14.0 million in January 2021 in non-refundable upfront consideration as partial payment for the rights and licenses granted to EOC by the Company for the further development and commercialization of FYARRO in the People’s Republic of China, Hong Kong Special Administration Region, Macao Special Administrative Region and Taiwan (the “Licensed Territory”).

In accordance with the BMS License Agreement, the Company is required to pay 20 % of all sublicense fees to BMS.

The Company assessed the EOC License Agreement and concluded that EOC was a customer and identified the license of FYARRO provided to EOC as the sole performance obligation.

The $ 14.0 million upfront payment received from EOC is non-refundable and non-creditable and is considered fixed consideration.

The Company recognized revenue of $ 14.0 million in December 2020 when the EOC License Agreement was signed, and the $ 14.0 million upfront payment was received in January 2021.

The potential milestone payments and royalty payments under the EOC License Agreement were considered variable consideration and were constrained with respect to revenue recognition notification from EOC that the milestone and royalty payments had been achieved.

The Company was eligible to receive an additional $ 257.0 million in the aggregate upon achievement of certain development, regulatory, and sales milestones, as well as tiered royalties on net sales in the Licensed Territory.

Under the terms of the EOC License Agreement, EOC was obligated to fund all research, development, regulatory, marketing and commercialization activities in the defined Licensed Territory.

The Company earned $ 1.0 million in milestone revenue upon achievement of the FDA approval milestone on November 22, 2021.

EOC paid the $ 1.0 million milestone payment in December 2021.

In accordance with the BMS License Agreement, 20 % of the $ 1.0 million payment, or $ 0.2 million, was accrued at December 21, 2021 and paid in January 2022.

On June 27, 2022, the Company received written notice from EOC that EOC elected to terminate the EOC License Agreement, effective immediately, due to alleged material breaches by the Company under such agreement.

The Company disputed EOC’s allegations of material breach.

On September 26, 2024, the arbitration panel issued a Final Award which, among other things, found and concluded that the Company did not breach the EOC License Agreement and accordingly it is not liable for any damages to EOC .

As part of its purchase of the FYARRO Business, KAKEN acquired the Company's rights and responsibilities under the BMS License Agreement.

Stockholders' Equity

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As of December 31, 2025 , no shares of common stock had been sold pursuant to the Sales Agreement.

Investors") for the sale by the Company of (i) 3,373,526 shares of the Company’s common stock for a price of $ 12.50 per share and (ii) pre-funded warrants to purchase an aggregate of 2,426,493 shares of the Company's common stock (the "Pre-Funded Warrants") at a purchase price of $ 12.4999 per Pre-Funded Warrant.

The Pre-Funded Warrants are exercisable at an exercise price of $ 0.0001 and will be exercisable until exercised in full.

The holders of Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99 % of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise;

provided, that the holders of Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

On September 22, 2022, the Company entered into a securities purchase agreement (the "Purchase Agreement") for a private investment in public equity financing (the "2022 PIPE Financing") with certain investors (the "2022 PIPE Investors") for the sale by the Company of (i) 3,373,526 shares of the Company’s common stock for a price of $ 12.50 per share and (ii) pre-funded warrants to purchase an aggregate of 2,426,493 shares of the Company's common stock (the "2022 Pre-Funded Warrants") at a purchase price of $ 12.4999 per 2022 Pre-Funded Warrant.

The 2022 PIPE Financing closed on September 26, 2022.

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The 2022 Pre-Funded Warrants meet the criteria to be classified within stockholders’ equity.

As of December 31, 2024, all Pre-Funded Warrants are still outstanding.

As of December 31, 2025 , 2,000,037 of the 2022 Pre-Funded Warrants are still outstanding.

On December 19, 2024, the Company entered into the Subscription Agreement for a private investment in public equity financing (the "2024 PIPE Financing") with certain investors (the "2024 PIPE Investors"), pursuant to which the Company agreed to sell to the 2024 PIPE Investors (i) 21,592,000 shares of the Company’s common stock, par value $ 0.0001 per share, at a purchase price of $ 2.40 per share, and (ii) pre-funded warrants to purchase an aggregate of 20,076,500 shares of the Company's common stock (the "2024 Pre-Funded Warrants" and together with the 2022 Pre-Funded Warrants, the "Pre-Funded Warrants"), at a purchase price of $ 2.3999 per 2024 Pre-Funded Warrant, for aggregate net proceeds of $ 94.4 million, after deducting certain expenses incurred of $ 5.6 million related to the issuance of shares.

The 2024 PIPE Financing was conditioned upon the Company's shareholders approving the 2024 PIPE Financing and closed on March 4, 2025 after such approval was obtained.

As of December 31, 2025, all 20,076,500 of the 2024 Pre-Funded Warrants are outstanding.

For each of the 2022 PIPE Financing and 2024 PIPE Financing, the Pre-Funded Warrants are exercisable at an exercise price of $ 0.0001 per share of the Company's common stock and will be exercisable until exercised in full.

The holders of such Pre-Funded Warrants may not exercise a Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 4.99 % or 9.99 %, at the election of the holder, of the number of shares of the Company's common stock outstanding immediately after giving effect to such exercise.

The holders of such Pre-Funded Warrants may increase or decrease such percentages not in excess of 19.99 % by providing at least 61 days’ prior notice to the Company.

The Pre-Funded Warrants are indexed to the Company's common stock and meet the conditions for equity classification in accordance with ASC 815-40.

As such, the Pre-Funded Warrants are classified as additional paid-in capital within the stockholders' equity on the Company's balance sheets.

The holders of common stock are entitled to receive cash dividends, if and when declared by the board of directors of the Company (the “board of directors”).

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Subject to the adjustment provisions contained in the 2021 Plan and the evergreen provision described below, a total of 2,070,784 shares of common stock were initially reserved for issuance pursuant to the 2021 Plan.

of common stock subject to stock options or similar awards granted under the Private Aadi Plan that were assumed in the Merger (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this sentence is 764,154 shares).

In addition, the shares reserved for issuance under the 2021 Plan include any shares of common stock (i) subject to awards of stock options or other awards granted under the Prior Plans that expire or otherwise terminate without having been exercised in full and shares of common stock granted under the Prior Plans that are forfeited or repurchased by the Company, and (ii) any shares of common stock subject to stock options or similar awards granted under the Private Aadi Plan that were assumed in the Reverse Merger (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this provision is 764,154 shares).

The number of shares available for issuance under the 2021 Plan will include an annual increase, or the evergreen feature, on the first day of each of the Company’s fiscal years, beginning with the Company’s fiscal year 2022, equal to the least of:

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• such number of shares as the board of directors or its designated committee may determine.

On February 28, 2025, the Company’s stockholders approved the amendment and restatement of the 2021 Plan to (i) increase the number of shares available for future grant under the 2021 Plan from 2,000,284 shares to 8,300,284 shares and (ii) modify the 2021 Plan’s default annual automatic share reserve increase occurring on January 1 of each year to be equal to the least

of 8,300,284 shares, 5 % of outstanding shares on the last day of the immediately preceding fiscal year, or such number of shares as the board of directors or its designated committee may determine.

Upon stockholder approval, such amendment and restatement of the 2021 Plan became effective.

As a result of the evergreen increase, a total of 2,357,286 shares of common stock were added to the 2021 Plan on January 1, 2026 and 987,228 shares of common stock were added to the 2021 Plan on January 1, 2025.

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If an award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to restricted stock, restricted stock units, performance units or performance shares, is forfeited to or repurchased by the combined company due to failure to vest, the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has terminated).

See Note 16 for information to the amendment and restatement of the 2021 Plan.

2023 Inducement Equity Incentive Plan

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The following table summarizes the stock option activity during the year ended December 31, 2025:

Shares Weighted Average

Exercise Price Weighted Average

Remaining Contractual Term

(in Years) Aggregate

Intrinsic Value

Exercise Price

(in thousands)

Outstanding, January 1, 2024 4,579,659 $ 14.11 8.37 $ 25

Granted 1,522,907 1.88

Exercised — —

Outstanding shares at December 31, 2024

Cancelled/Forfeited

Expired ( 61,104 ) 16.96

Outstanding as of December 31, 2025

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As of December 31, 2025 , there was $ 7.6 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted average period of 1.3 years.

The total intrinsic value of the options exercised during the year ended December 31, 2025 was $ 43,600 .

No options were exercised during the year ended December 31, 2024.

The total intrinsic value of the options exercised during the year ended December 31, 2023 was $ 0.2 million.

As of December 31, 2025 , 2,520,585 shares were reserved for issuance for new awards under the 2021 Plan.

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Upon vesting, each RSU converts into one share of the Company’s common stock.

The total fair value of RSUs that vested was $ 0.1 million for 2024.

No RSUs vested in 2023.

The total fair value of RSUs that vested was $ 0.6 million and $ 0.1 million for 2025 and 2024, respectively.

Activity with respect to the Company’s restricted stock units during the year ended December 31, 2025 is as follows:

Shares Weighted Average

Grant Date Fair Value

Weighted Average

Grant Date Fair

Nonvested shares at December 31, 2024

Granted 308,700 1.92

Vested/Issued

Forfeited ( 52,210 ) 1.92

Nonvested shares at December 31, 2025

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Research and development

Total $ 10,839 $ 11,954

The Company uses the Black-Scholes option pricing model to determine the estimated fair value for share-based option awards.

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3.77 % - 4.19 %

4.13 % - 4.47 %

Expected volatility

82.81 % - 89.48 %

88.29 % - 91.46 %

Expected term (in years)

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The Company utilizes this method since it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

Merger Warrants to Purchase Common Stock

The Company had warrants outstanding for the purchase of 29,167 shares of the Company’s common stock at December 31, 2023, such warrants, however, expired on October 24, 2024.

These warrants were assumed in the Merger and were issued by Aerpio in October 2019, for the purchase of 40,000 shares (after taking into account the reverse stock split of the Company's common stock at a ratio of 15:1 effected on August 26, 2021 immediately prior to the closing of the merger (the "Reverse Stock Split")) of the Company’s common stock at an exercise price of $ 7.29 per share (after taking into account the Reverse Stock Split).

At the grant date, the fair value of these awards was determined using a Black-Scholes option pricing model.

These warrants were fully vested as of the date of the Merger.

No warrants were exercised during the year ended December 31, 2024.

Employee Stock Purchase Plan

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$ 1.44 - $ 1.82

$ 1.56 - $ 4.00

Risk-free interest rate

3.80 % - 4.29 %

5.40 % - 5.41 %

Expected volatility

80.01 % - 88.23 %

60.99 % - 139.99 %

Expected term (in years)

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As of December 31, 2025 and 2024 , 1,023,856 and 810,743 shares of common stock were available for issuance under the 2021 ESPP, respectively.

The Company had an outstanding liability of $ 37,000 and $ 0.1 million at December 31, 2024 and 2023, respectively, which will be recognized over six months .

The Company had an outstanding liability of $ 24,000 and $ 37,000 at December 31, 2025 and 2024 , respectively, which will be recognized over six months .

During the years ended December 31, 2025 and 2024 , 33,694 and 93,945 shares were issued under the 2021 ESPP, respectively.

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All employees who have attained the age of 21 are eligible to participate in the 401k Plan as of the first entry date, as defined by the 401k Plan document, following the employment date.

Each employee can contribute a percentage of compensation up to a maximum of the statutory limits per year.

Each employee can contribute a percentage of compensation up to a maximum

of the statutory limits per year.

Company contributions are discretionary.

Contributions of $ 0.4 million and $ 0.6 million were made during the years ended December 31, 2025 and 2024 .

The Company recorded no income tax expense or benefit for the years ended December 31, 2024 and 2023.

The Company continues to maintain a full valuation allowance.

A reconciliation of the statutory federal income tax with the provision for income taxes are as follows:

The Company recorded no income tax expense or benefit for the years ended December 31, 2025 and 2024 due to the Company's net and comprehensive losses and increases in its deferred tax asset valuation allowance.

The Company's operations are solely related to domestic operations for the years ended December 31, 2025 and 2024.

Additionally, the Company did not pay any material federal or state cash income taxes or have cash income tax refunded for the year ended December 31, 2025.

A reconciliation of the statutory federal income tax with the provision for income taxes are as follows (after the adoption of ASU 2023-09) (amounts in thousands):

Year Ended December 31, 2025

Income taxes (benefit) at statutory federal rate

State and local income taxes, net of federal income tax effect (1)

Research and development credits

Changes in valuation allowance

Nontaxable or nondeductible items

Stock based compensation

Officers compensation

Transaction costs

Changes in unrecognized tax benefits

Other Adjustments

Impact of FYARRO divestiture

Provision (benefit) for income taxes

(1) The state that contributed to the majority (greater than 50%) of the tax effect in this category was California for the year ending December 31, 2025.

A reconciliation of the statutory federal income tax with the provision for income taxes are as follows (prior to the adoption of ASU 2023-09):

Year Ended December 31,

Federal tax at statutory rate

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Effective tax rate

Significant compo nents of the Company’s deferred tax assets and liabilities are as follows (in thousands):

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

As of December 31,

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Section 174 capitalized research expense

Capitalized license payments

Investment in subsidiary

Other 7,135 6,131

Total deferred tax assets

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Deferred tax liabilities:

Other ( 390 ) ( 560 )

Total gross deferred tax liabilities

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Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized in future periods.

The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income and has determined it is more likely than not that the assets will not be

As a result, the Company has concluded that a full valuation allowance against its deferred tax asset is necessary at this time.

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The California research and development (“R&D”) credit will carry forward indefinitely.

The increase in the valuation allowance is $ 49.8 million and $ 19.4 million for the years ended December 31, 2024 and 2023 , respectively.

The decrease in the valuation allowance is $ 77.3 million and the increase in valuation allowance is $ 49.8 million for the years ended December 31, 2025 and 2024, respectively.

Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s NOL carryforwards and R&D credits may be subject to annual limitations in the event of any significant future changes in its ownership structure.

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Future ownership changes occurring subsequent to December 31, 2024 may cause NOL and R&D credit carryforwards to expire unused and, if so, such tax attributes will be removed from the deferred tax asset table above.

During the year ended December 31, 2024, the Company recorded a deferred tax asset of $ 34.1 million for the excess of its tax over financial reporting basis in its subsidiary as the Company has assessed that it is probable the excess tax basis related to this investment will reverse within the next twelve months.

On July 4, 2025, the U.S.

President signed into law H.R.1, the legislation commonly known as the One Big Beautiful Bill Act (OBBBA).

This legislation extended, modified, or made permanent many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017.

The OBBBA contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest, bonus depreciation modifications, as well as international tax provision modifications.

provisions apply to either tax years beginning after December 31, 2024 or December 31, 2025.

The Company has reflected the effect of OBBBA within the provision for income taxes and the deferred taxes as of December 31, 2025.

Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period.

Subsequent changes in judgement based upon new information may lead to changes in recognition, derecognition, and measurement.

Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement.

Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue.

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Increase related to current year positions

Other decrease related to impact of FYARRO divestiture

Balance at the end of year

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From time to time, the Company could be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Regardless of the outcome, legal proceedings can have an adverse impact on the Company

because of defense and settlement costs, diversion of management resources and other factors.

Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

As of December 31, 2025, the Company was not a party to any material legal proceedings and is not aware of any other proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations.

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These contracts are generally cancellable, with notice, at the Company’s option.

The Company recorded accrued expenses of $ 3.6 million and $ 5.7 million for expenditures incurred by clinical and contract manufacturing vendors as of December 31, 2024 and 2023, respectively.

At December 31, 2024 the Company was party to a Negotiated Purchase Order Terms and Conditions for Clinical and Commercial Product, as amended effective as of August 1, 2022, March 31, 2024, and July 31, 2024 (the "Fresenius Agreement"), with Fresenius Kabi that contains specific activities including non-cancellable commitments, minimum purchase commitments, and binding annual forecasts.

As of December 31, 2024, there were non-cancellable purchase commitments under the Fresenius Agreement related to the purchase of inventory for $ 2.7 million to be paid in 2025.

On December 19, 2024, the Company entered into the Divestiture Agreement) with KAKEN, KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary.

As part of its purchase of the FYARRO Business, KAKEN acquired the rights and responsibilities under the BMS License Agreement.

Refer to Note 15 for more information on the sale of Aadi Subsidiary.

The Company recorded accrued expenses of $ 8.6 million and $ 3.6 million for expenditures incurred by clinical, research and development, and contract manufacturing vendors as of December 31, 2025 and 2024, respectively.

Mirati Collaboration

In October 2022, the Company entered into a collaboration and supply agreement with Mirati Therapeutics, Inc.

(“Mirati”) to evaluate the combination of Mirati’s adagrasib, a KRAS G12C selective inhibitor, and FYARRO in KRAS G12C mutant non-small cell lung cancer (NSCLC) and other solid tumors.

(“Mirati”) to evaluate the combination of Mirati’s adagrasib, a KRASG12C selective inhibitor, and FYARRO in KRASG12C mutant non-small cell lung cancer (NSCLC) and other solid tumors.

In May 2024, the Company announced the mutually agreed upon termination of the collaboration and supply agreement with Mirati and the discontinuation of the Phase 1/2 study.

Under the terms of the agreement, Mirati was responsible for sponsoring and operating the Phase 1/2 study and the Company supplied study drug and jointly shared the cost of the study, which will continue during the winding down process.

For the year ended December 31, 2024, the Company incurred $ 1.1 million in expenses related to the Mirati collaboration.

the terms of the agreement, Mirati was responsible for sponsoring and operating the Phase 1/2 study and the Company supplied study drug and jointly shared the cost of the study, which continued during the winding down process that has now completed.

For the year ended December 31, 2025 , the Company did no t incur expense related to the Mirati collaboration.

For the year ended December 31, 2024 , the Company incurred $ 1.1 million in expenses related to the Mirati collaboration.

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On December 19, 2024, the Company entered into an Intellectual Property License Agreement (the “License Agreement”) with WuXi Biologics (Shanghai FX) Co., Ltd.

(“WuXi Biologics”) for exclusive rights to certain patents and know-how pertaining to WuXi Biologics’ preclinical antibody drug conjugate programs leveraging Hangzhou DAC Biotechnology Co., Ltd.’s (“Hangzhou DAC”) linker-payload technology targeting each of Mucin-16 (“MUC16”), Protein Tyrosine Kinase 7 (“PTK7”) and Seizure Related 6 Homolog (“SEZ6”) (each an “ADC Therapy,” and collectively, the “ADC Therapies”).

Under the License Agreement, the Company paid WuXi Biologics a non-refundable, partial upfront payment of $ 6.0 million on December 20, 2024.

An additional non-refundable, upfront payment of $ 38.0 million is due within one-hundred twenty ( 120 ) days after the effective date of the License Agreement for the rights and licenses granted to the Company by WuXi Biologics.

An additional non-refundable, upfront payment of $ 38.0 million was due within one-hundred twenty ( 120 ) days after the effective date of the License Agreement for the rights and licenses granted to the Company by WuXi Biologics and was paid on April 16, 2025.

During the year ended December 31, 2025, the Company recognized $ 5.0 million of development milestone-related expense.

In accordance with the License Agreement, WuXi Biologics is eligible to receive from the Company (a) up to an aggregate of $ 265.0 million upon the achievement of certain development milestones, and (b) up to an aggregate of $ 540.0 million upon the achievement of certain commercial milestones, across all ADC Therapies.

WuXi Biologics is also entitled to running royalties during the agreed upon royalty term ranging from low-single-digit to upper-single-digit percentages of annual net sales of licensed products in the territory.

WuXi Biologics is also entitled to running royalties ranging from low-single-digit to upper-single-digit percentages of annual net sales of licensed products in the territory on a product-by-product and region-by-region basis from the first commercial sale of the applicable licensed product in a particular region until the date which is the later of (i) expiration of the last to expire valid claim of a license patent in such region covering the sale of such licensed product in such region or (ii) ten years after the first commercial sale of such licensed product in such region.

Each party may terminate the License Agreement in its entirety, or on a program-by-program basis, as applicable, if the other party remains in material breach of the License Agreement following a cure period to remedy the material breach or if the other party is declared insolvent or in similar financial distress.

In addition, WuXi Biologics may terminate the License Agreement on a program-by-program basis if the Company does not meet certain development due diligence milestones.

The Company may terminate the License Agreement in its entirety, or on a program-by-program basis, as applicable, with or without cause.

Restructuring

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Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company has identified its Chief Executive Officer as the chief operating decision maker and the Company views its operations and manages its business in one operating segment, applying technology to efficiently deliver improved therapies for people living with difficult-to-treat cancer, as well as research, clinical, and commercial pharmaceutical development.

The CODM assesses performance for the Company's single operating segment and decides how to allocate resources primarily based on research and development expenses incurred, which is a component of the Company's consolidated net loss as reported on the consolidated statement of operations and comprehensive loss.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

Further, segment depreciation expense and segment asset additions are consistent with consolidated amounts reported within the consolidated statement of cash flows given the Company's operations are aggregated within a single reportable segment.

The Company's revenues are derived by FYARRO.

The Company has identified its Chief Executive Officer as the chief operating decision maker and the Company views its operations and manages its business in one operating segment, applying advanced technologies to established tumor biology that are intended to efficiently deliver improved cancer treatments.

The CODM assesses performance for the Company's single operating segment and decides how to allocate resources based on research and development expenses incurred and on net (loss) income as reported on the statement of operations and comprehensive (loss) income.

The measure of segment assets is reported on the balance sheet as total assets.

Further, segment depreciation expense

and segment asset additions are consistent with amounts reported within the statement of cash flows given the Company's operations are aggregated within a single reportable segment.

The Company's revenues relate to sales of FYARRO, which was divested as of March 25, 2025.

Refer to Note 2 for further information.

All the assets and operations of the Company’s sole operating and reportable segment are located in the United States.

Significant segment expenses which are regularly reported to the CODM for purposes of making decisions regarding the allocation of resources are included within the table below and are reconciled to consolidated net loss (in thousands):

Year Ended December 31,

Product sales, net $ 25,983 $ 24,354

Total Revenue

ADC assets - research and development expenses

ADC assets - contract manufacturing expenses

FYARRO - research and development expenses

FYARRO - contract manufacturing expenses

In process research and development expenses 6,000 —

FYARRO - commercial and marketing expenses

2 unchanged sentences

Other segment items (2)

Interest income ( 3,925 ) ( 6,400 )

Net loss $ ( 63,691 ) $ ( 65,765 )

(1) Finance and accounting expenses primarily include shared-based compensation, insurance, salaries and wages, and other outside consulting services.

(2) Other segment items primarily include other SGA departmental expenses, cost of sales, restructure costs, interest expense, and foreign exchange loss.

Subsequent Events

(2) Other segment items primarily include other SGA departmental expenses, cost of sales, interest expense, other income, foreign exchange loss, and gain on sale of business.

Divestiture of FYARRO

On December 19, 2024, the Company entered into the Divestiture Agreement with KAKEN, KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary for the sale to KAKEN of 100 % of the outstanding shares of capital stock of Aadi Subsidiary and thereby all of Whitehawk’s assets related to its FYARRO (sirolimus protein-bound particles for injectable suspension) (albumin-bound) program.

On December 19, 2024, the Company entered into the Divestiture Agreement with KAKEN, KAKEN PHARMACEUTICAL CO., LTD, and Aadi Subsidiary for the sale to KAKEN of 100 % of the outstanding shares of capital stock of Aadi Subsidiary and thereby all of the Company’s assets related to the FYARRO Business.

Per the terms and subject to the conditions of the Divestiture Agreement, KAKEN paid to the Company a cash payment of $ 102.4 million (following applicable purchase price adjustments under the Divestiture Agreement) at the closing of the FYARRO Divestiture on March 25, 2025.

PIPE Financing

On December 19, 2024, the Company entered into the Subscription Agreement with PIPE Investors, pursuant to which the Company agreed to sell to the PIPE Investors (i) 21,592,000 shares of the Company’s common stock, par value $ 0.0001 per share, at a purchase price of $ 2.40 per share, and (ii) 20,076,500 Pre-Funded Warrants, at a purchase price of $ 2.3999 per Pre-Funded Warrant, for aggregate gross proceeds of $ 100.0 million.

The PIPE financing closed on March 4, 2025.

Amendment and Restatement of the Company's 2021 Equity Incentive Plan

On February 28, 2025 the Company’s stockholders approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to (i) increase the number of shares available for future grant under the 2021 Plan from 2,000,284 shares to 8,300,284 shares and (ii) increase the 2021 Plan’s default annual automatic share reserve increase occurring on January 1 of each year from 4 % of outstanding shares on the last day of the immediately preceding fiscal year to 5 %.

Upon stockholder approval, such amendment and restatement of the 2021 Plan became effective.

See Note 9 for additional information on the 2021 Plan.

The Company recorded a net gain on the sale of the divestiture of $ 87.3 million at the closing of the FYARRO Divestiture which has been recorded on the unaudited statement of operations and comprehensive (loss) income.

The $ 87.3 million gain represents the aggregate consideration of $ 102.4 million, less the assets and liabilities transferred, which are listed below (in thousands):

March 25, 2025

Current assets:

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Current liabilities:

Accounts payable

Accrued liabilities

Operating lease liabilities, current portion

Total current liabilities

Operating lease liabilities, net of current portion

Total liabilities

Net assets disposed of

The Company evaluated various qualitative and quantitative factors related to the disposition of the FYARRO Business and determined the transaction did not meet the criteria for discontinued operations under ASC 205-20, and therefore no reclassification has been made to prior period statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data