Whitehawk Therapeutics, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Beginning on the following page are the financial statements with applicable notes and the related Report of Independent Registered Public Accounting Firm. 129 Table of Contents INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (BDO USA, P.C., San Diego, CA, PCAOB ID# 243 ) 131 Balance Sheets as of December 31, 2025 and 2024 133 Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024 134 Statements of Stockholders’ Equity for the Years ended December 31, 2025 and 2024 135 Statements of Cash Flows for the Years ended December 31, 2025 and 2024 136 Notes to Financial Statements 138 130 Table of Contents Report of Independent Regist ered Public Accounting Firm To the Stockholders and Board of Directors Whitehawk Therapeutics, Inc. Morristown, New Jersey 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 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 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. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 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 131 Table of Contents 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 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. We have served as the Company's auditor since 2017. San Diego, California March 12, 2026 132 Table of Contents WHITEHAWK THERAPEUTICS, INC. Balance Sheets (in thousands, except share data and par value) Year Ended December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 37,568 $ 28,670 Short-term investments 108,129 18,567 Accounts receivable, net — 5,903 Inventory — 5,311 Prepaid expenses and other current assets 3,316 2,836 Total current assets 149,013 61,287 Property and equipment, net 3 6,846 Operating lease right-of-use assets — 787 Other assets 1,814 1,399 Total assets $ 150,830 $ 70,319 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 917 $ 2,159 Accrued liabilities 13,602 14,647 Operating lease liabilities, current portion — 268 Total current liabilities 14,519 17,074 Operating lease liabilities, net of current portion — 565 Other liabilities — 202 Total liabilities 14,519 17,841 Commitments and contingencies (Note 13) Stockholders’ equity: Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, $ 0.0001 par value, 300,000,000 shares authorized; 47,145,719 and 24,680,708 shares issued and outstanding as of December 31, 2025 and 2024 respectively 4 2 Additional paid-in capital 489,437 385,114 Accumulated other comprehensive income 120 16 Accumulated deficit ( 353,250 ) ( 332,654 ) Total stockholders’ equity 136,311 52,478 Total liabilities and stockholders’ equity $ 150,830 $ 70,319 The accompanying notes are an integral part of these financial statements. 133 Table of Contents WHITEHAWK THERAPEUTICS, INC. Statements of Oper ations and Comprehensive Loss (in thousands, except share data and earnings per share amounts) Year Ended December 31, 2025 2024 Revenue Product sales, net $ 7,145 $ 25,983 Total revenue 7,145 25,983 Operating expenses Selling, general and administrative 29,822 36,749 Research and development 90,963 51,030 Restructuring charges — 2,638 Cost of goods sold 760 3,024 Total operating expenses 121,545 93,441 Loss from operations ( 114,400 ) ( 67,458 ) Other income (expense) Gain on sale of business 87,266 — Foreign exchange gain (loss) 5 ( 4 ) Other income 302 — Interest income 6,231 3,925 Interest expense — ( 154 ) Total other income (expense), net 93,804 3,767 Loss before income tax expense ( 20,596 ) ( 63,691 ) Income tax expense — — Net loss $ ( 20,596 ) $ ( 63,691 ) Other comprehensive loss: Unrealized gain (loss) on investments, net of tax 104 ( 11 ) Comprehensive loss $ ( 20,492 ) $ ( 63,702 ) Net loss per share, basic and diluted $ ( 0.33 ) $ ( 2.36 ) Weighted average number of common shares outstanding, basic and diluted 61,886,765 27,029,942 The accompanying notes are an integral part of these financial statements. 134 Table of Contents WHITEHAWK THERAPEUTICS, INC. Statements of Stockholders’ Equity (in thousands, including share amounts) Stockholders’ Equity Common Stock Accumulated Other Total Shares Par Value Additional Paid-In Capital Comprehensive Income Accumulated Deficit Stockholders' Equity Balance at December 31, 2023 24,554 $ 2 $ 374,129 $ 27 $ ( 268,963 ) $ 105,195 Share-based compensation expense — — 10,839 — — 10,839 Issuance of common stock upon exercise of stock options 33 — — — — — Issuance of shares under the employee stock purchase plan 94 — 146 — — 146 Unrealized loss on investments, net of tax — — — ( 11 ) — ( 11 ) Net loss — — — — ( 63,691 ) ( 63,691 ) Balance at December 31, 2024 24,681 $ 2 $ 385,114 $ 16 $ ( 332,654 ) $ 52,478 Share-based compensation expense — — 9,873 — — 9,873 Issuance of common stock upon exercise of warrants 426 — — — — — Issuance of common stock upon exercise of stock options 25 — 26 — — 26 Issuance of common stock in conjunction with vesting of restricted stock units 388 — — — — — Issuance of shares under the employee stock purchase plan 34 — 49 — — 49 Private placement, net of transaction costs 21,592 2 94,375 — — 94,377 Unrealized gain on investments, net of tax — — — 104 — 104 Net loss — — — — ( 20,596 ) ( 20,596 ) Balance at December 31, 2025 47,146 $ 4 $ 489,437 $ 120 $ ( 353,250 ) $ 136,311 The accompanying notes are an integral part of these financial statements. 135 Table of Contents WHITEHAWK THERAPEUTICS, INC. Statemen ts of Cash Flows (in thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 20,596 ) $ ( 63,691 ) Adjustments to reconcile net loss to net cash used in operating activities: Share-based compensation expense 9,873 10,839 Gain on sale of business ( 87,266 ) Amortization of premiums and discounts on short-term investments, net ( 1,527 ) ( 1,301 ) Non-cash lease expense 74 460 Depreciation and amortization expense 79 193 Changes in operating assets and liabilities: Accounts receivable ( 1,000 ) ( 415 ) Inventory 170 1,116 Prepaid expenses and other current assets ( 434 ) 2,814 Other non-current assets ( 438 ) 518 Operating lease liabilities, net ( 89 ) ( 512 ) Accounts payable and accrued liabilities 3,923 ( 9,773 ) Other liabilities ( 202 ) 202 Net cash used in operating activities ( 97,433 ) ( 59,550 ) Investing activities: Proceeds from sale of business, net cash, cash equivalents, and restricted cash 101,286 — Purchases of property and equipment ( 552 ) ( 1,654 ) Purchases of short-term investments ( 148,688 ) ( 36,482 ) Maturities of short-term investments 59,845 63,338 Net cash provided by investing activities 11,891 25,202 Financing activities: Proceeds from sale of common stock and prefunded warrants in PIPE financing 100,002 — Payment of PIPE financing related transaction costs ( 5,625 ) — Issuance of common stock upon exercise of stock options 26 — Proceeds from issuance under employee stock purchase plan 49 146 Deferred offering costs paid for financing ( 76 ) ( 16 ) Net cash provided by financing activities 94,376 130 Net increase (decrease) in cash, cash equivalents and restricted cash 8,834 ( 34,218 ) Cash, cash equivalents and restricted cash at beginning of year 28,734 62,952 Cash, cash equivalents and restricted cash at end of year $ 37,568 $ 28,734 The accompanying notes are an integral part of these financial statements. 136 Table of Contents WHITEHAWK THERAPEUTICS, INC. Statements of Cash Flows (continued) (in thousands) Year Ended December 31, 2025 2024 Supplemental disclosure of cash flow information: Interest paid during the period $ — $ 211 Supplemental disclosure of non-cash activities: Deferred transaction costs included in accounts payable and accrued liabilities $ — $ 35 Amounts accrued for purchases of property and equipment $ — $ 1,153 The accompanying notes are an integral part of these financial statements. 137 Table of Contents NOTES TO FINANCIAL STATEMENTS 1. Nature of Organization and Operations Whitehawk Therapeutics, Inc. 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 On December 19, 2024, the Company entered into an intellectual property license agreement (the “WuXi License Agreement”) with WuXi Biologics (Shanghai FX) Co., Ltd. (“WuXi Biologics”) for the development and global commercialization of a portfolio of three next generation antibody drug conjugates (“ADCs”) targeting clinically validated, broadly overexpressed tumor antigens in high potential cancer indications with significant unmet need. Refer to Note 13 for further information on the ADC license agreement and its terms. Legacy FYARRO Business . For the periods presented and through the FYARRO Divestiture (as defined below), the Company's lead drug product was FYARRO ® (sirolimus protein-bound particles for injectable suspension (albumin-bound); nab-sirolimus), which combines two established technologies - nanoparticle albumin-bound (nab) technology and the anti-cancer agent, sirolimus. The Company exclusively licensed FYARRO, previously called ABI-009, nab-sirolimus, from Abraxis BioScience, LLC, a wholly owned subsidiary of Celgene Corporation, which is a wholly owned subsidiary of Bristol-Myers Squibb Company (“BMS”). The Company refers to the development, production and commercial sale of FYARRO herein as the “FYARRO Business”. On February 22, 2022, the Company launched FYARRO in the United States for treatment of advanced malignant perivascular epithelioid cell tumor ("PEComa"). 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 (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. Company Name Change . In connection with the FYARRO Divestiture, the Company changed the Company's name from "Aadi Bioscience, Inc." to "Whitehawk Therapeutics, Inc." and the Company's common stock is now traded under the symbol "WHWK". Merger with Aerpio Pharmaceuticals, Inc. On August 26, 2021 (the “Closing Date”), Aadi Bioscience, Inc., a Delaware corporation (f/k/a Aerpio Pharmaceuticals, Inc.), completed its business combination with Aadi Subsidiary, Inc. (f/k/a Aadi Bioscience, Inc., or “Private Aadi”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated May 16, 2021, by and among Aadi, Aspen Merger Subsidiary, Inc. (“Merger Sub”) and Private Aadi (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Private Aadi, with Private Aadi surviving as a wholly owned subsidiary of the Company (the “Merger”). Liquidity 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. Prior to the FYARRO Divestiture, the Company also realized revenues from the commercial sale of FYARRO. 138 Table of Contents The Company has experienced net losses since its inception and expects to continue to incur net losses into the foreseeable future. As of and for the year ended December 31, 2025, the Company had an accumulated deficit of $ 353.3 million and a net loss of $ 20.6 million . To date, these operating losses have been funded primarily from outside sources of invested capital through the issuance of convertible promissory notes, grant funding, the sale of securities, and proceeds from license agreements. The Company had cash, cash equivalents and short-term investments of $ 145.7 million at December 31, 2025. 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”) . 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 issuance of these financial statements. 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. Additional financing may be achieved through a combination of equity offerings and debt financing. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. On March 17, 2022, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may offer and sell, from time to time at the Company’s sole discretion, shares of its common stock having an aggregate offering price of up to $ 75.0 million through Cowen as its sales agent for an at-the-marketing-offering. Any sales under the Sales Agreement may result in dilution to existing shareholders. As of December 31, 2025 , no shares of common stock had been sold under this Sales Agreement. 2. Summary of Significant Accounting Policies Basis of Presentation 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. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments are of a normal recurring nature. The Company’s financial statements are stated in U.S. dollars. 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 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. Comprehensive Loss 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 statements of operations and comprehensive loss for all periods presented. 139 Table of Contents 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 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 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. Restructuring Charges Restructuring charges consist primarily of employee severance, contract termination costs and other costs. Liabilities for costs associated with a restructuring activity are recognized when the liability is incurred and are measured at fair value. For one-time employee terminations benefits, the Company recognizes the liability in full on the communication date when future services are not required or amortizes the liability ratably over the service period, if required. The fair value of termination benefits reflects the Company’s estimate of expected utilization of certain Company-funded post-employment benefits. One-time termination benefits include severance and continuation of health insurance coverage for certain employees. Concentrat ion of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and available-for-sale marketable debt securities. The Company maintains deposits in federally insured financial institutions in excess of federally 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. The Company has not experienced any losses on deposits since inception. Customer Concentration For the year ended December 31, 2025 , two customers represented 37 % and 60 % of the Company's revenue. For the year ended December 31, 2024 , two customers represented 43 % and 55 % of the Company’s revenue, respectively. Additionally, two customers accounted for 42 % and 56 % of net accounts receivable as of December 31, 2024 . 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 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, 2025 2024 Cash and cash equivalents $ 37,568 $ 28,670 Restricted cash, non-current — 64 Total cash, cash equivalents and restricted cash $ 37,568 $ 28,734 140 Table of Contents Fair Value of Financial Instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value, and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs, such as quoted prices in active markets Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions which reflect those that a market participant would use Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. In determining the fair value of its financial instruments, the Company considers the source of observable market data inputs, liquidity of the instrument, the credit risk of the counterparty to the contract, and its risk of nonperformance. 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 payable, and accrued liabilities are reasonable estimates of their fair value because of the short maturity of these items. Short-Term Investments The Company invests in various types of securities, including United States government treasury bills, commercial paper, corporate debt securities, and government agency bonds. The Company classifies its investments as available-for-sale and records them at fair value based upon market prices at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income as a separate component of stockholders' equity. Dividend and interest income are recognized when earned. The Company recognizes purchase premiums and discounts as interest income using the interest method over the terms of the securities. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold. The Company classifies short-term investments with remaining maturities greater than one year as current assets because such short-term investments are available to fund the Company’s current operations. At each balance sheet date, the Company assesses available-for-sale securities in an unrealized loss position to determine whether the decline in fair value below amortized cost is a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the security, the Company's intent to sell and if it is more likely than not that the Company will be required to sell the securities before the recovery of amortized cost. The Company records changes in allowance for expected credit loss in other income (expense), net. There has been no allowance for expected credit losses recorded during any of the periods presented. See Note 4 for further information. Accounts Receivable, Net Accounts receivable are recorded net of customer allowances for chargebacks and allowance for credit losses. Allowance for chargebacks is based on contractual terms. The Company estimates the allowance for credit losses based on existing contractual payment terms, actual payment patterns of its individual customer circumstances and credit loss. 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 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 141 Table of Contents 2024. 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 Inventory is stated at the lower of cost or estimated net realizable value. The Company uses actual costing methodology determined on a first-in, first-out method. The Company capitalizes inventory costs associated with its products based upon regulatory approval when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; 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): As of December 31, 2025 2024 Raw materials $ — $ 3,533 Work in process — — Finished goods — 1,778 Total $ — $ 5,311 Property and Equipment, Net Property and equipment, consisting of computers and software, construction in process, furniture and fixtures, lab equipment, and leasehold improvements are stated at cost, less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives of the assets, generally three to five years . Such costs are periodically reviewed for recoverability when impairment indicators are present. Details of property and equipment are presented as follows (in thousands). As of December 31, 2025 2024 Computers and software $ 341 $ 470 Furniture and fixtures 36 65 Construction in process — 6,590 Lab equipment — 51 Leasehold improvements — 133 Total $ 377 $ 7,309 Accumulated depreciation ( 374 ) ( 463 ) Property and equipment, net $ 3 $ 6,846 Construction in process mainly consists of lab, production, and testing equipment. Depreciation expense on property, plant, and equipment amounted to $ 0.1 million and $ 0.2 million for the years ended December 31, 2025 and 2024 , respectively. Leases At the inception of a contractual arrangement, the Company determines whether the contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months. 142 Table of Contents The Company additionally evaluates leases at their inception to determine if they are to be accounted for as an operating lease or a finance lease. A lease is accounted for as a finance lease if it meets one of the following five criteria: (i) the lease has a purchase option that is reasonably certain of being exercised, (ii) the present value of the future cash flows is substantially all of the fair market value of the underlying asset, (iii) the lease term is for a significant portion of the remaining economic life of the underlying asset, (iv) the title to the underlying asset transfers at the end of the lease term, or (v) if the underlying asset is of such a specialized nature that it is expected to have no alternative uses to the lessor at the end of the term. Leases that do not meet the finance lease criteria are accounted for as an operating lease. Operating lease assets represent a right to use an underlying asset for the lease term and operating lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease liabilities with a term greater than one year and their corresponding right-of-use assets are recognized at the commencement date of the lease based on the present value of lease payments over the expected lease term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. 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 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. Variable lease payments primarily include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor in proportion to the space leased by the Company. The Company has elected the practical expedient to not separate between lease and non-lease components. Commitments and Contingencies The Company recognizes a liability with regard to loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. The Company has no t recorded any such liabilities as of December 31, 2025 and 2024 . Revenue Recognition and Related Allowances The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. 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 customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Product Net Sales FYARRO was approved by the FDA in November 2021. On February 22, 2022, the Company launched sales of FYARRO to specialty distributors (“SDs”) and a specialty pharmacy (“SP”). The Company recognizes product sales when the SDs and SP obtain control of the product. Product sales are recorded at the net sales price, which includes provisions for the following allowances which are reflected either as a reduction to the related account receivable or as an accrued liability, depending on how the allowance is settled: 143 Table of Contents Distribution Fees : Distribution fees include distribution service fees paid to the SDs and SP based on a contractually fixed percentage of the wholesale acquisition cost (“WAC”). Distribution fees are recorded as an offset to product sales based on contractual terms at the time revenue from the sale is recognized. Rebates : Allowance for rebates includes mandated discounts under the Medicaid Drug Rebate Program and TRICARE program. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements or statutory requirements. The allowance for rebates is based on contracted or statutory discount rates and expected utilization by benefit plan participants. The Company’s estimates for expected utilization of rebates are based on utilization data received from the SDs and SP since product launch. Rebates are generally invoiced and paid in arrears so that the accrual balance consists of an estimate of the amount expected to be incurred for the current quarter’s activity. If actual future rebates vary from estimates, the Company may need to adjust prior period accruals, which would affect product sales in the period of adjustment. Chargebacks: Chargebacks are discounts and fees that relate to contracts with government and other entities purchasing from the SDs and SP at a discounted price. The SDs and SP charge back to the Company the difference between the price initially paid by the SDs and SP and the discounted price paid to the SDs and SP by these entities. If actual future chargebacks vary from these estimates, the Company may need to adjust prior period accruals, which would affect product sales in the period of adjustment. Co-Payment Assistance: The Company offers co-payment assistance to commercially insured patients meeting certain eligibility requirements. Co-payment assistance is accrued at the time of product sale to SDs and SP based on estimated patient participation and average co-pay benefit to be paid per a claim. The Company estimated amounts are compared to actual program participation and co-pay amounts paid using data provided by third-party administrators. If actual amounts differ from the original estimates the assumptions being applied are updated and adjustment for prior period accruals will be adjusted in the current period. Product Returns: Consistent with industry practice, the Company offers the SDs and SP limited product return rights for damages, shipment errors, and expiring product, provided that the return is within a specified period around the product expiration date as set forth in the applicable individual distribution agreement. The Company does not allow product returns for product that has been dispensed to a patient. As the Company receives inventory reports from the SDs and SP and has the ability to control the amount of product that is sold to the SDs and SP the Company’s estimate of future potential product returns is based on the on-hand channel inventory data and sell-through data obtained from the SDs and SP. In arriving at its estimate, the Company also considers historical product returns, the underlying product demand, and industry data specific to the specialty pharmaceutical distribution industry. The total amount deducted from gross product sales for the allowances described above for the years ended December 31, 2025 and 2024 was $ 2.1 million and $ 6.5 million, respectively. The following table sets forth the changes in the accrued revenue allowances (in thousands): As of December 31, 2025 2024 Balance at beginning of period $ 1,411 $ 1,065 Provision for current period sales 2,085 6,473 Payments ( 1,686 ) ( 6,127 ) Allowances transferred in sale of Aadi Subsidiary, Inc. ( 1,810 ) — Balance at end of period $ — $ 1,411 Cost of Goods Sold Cost of goods sold consist primarily of royalties paid to BMS, costs incurred on sales of FYARRO and costs to manufacture and prepare the product for sales subsequent to the FDA approval in November 2021. Costs incurred prior to the FDA approval were expensed when incurred . 144 Table of Contents Research and Development Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, share-based compensation expense, contract services, and other external development expenses. 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 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. The Company accrues for these expenses based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers. As actual expenses become known, the Company adjusts its accrued expenses. In-Process Research and Development (IPR&D) Acquired in-process research and development expenses are recorded when incurred and reflect costs of externally-developed in-process research and development (“IPR&D”) projects, acquired directly in a transaction other than a business combination, that do not have an alternative future use, including upfront and pre-commercialization milestone payments related to various collaborations and the costs of rights to IPR&D projects. Refer to Note 13 for further information on the ADC license agreement and its terms. 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 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. Compensation expense for awards to employees is calculated on a straight-line basis by recognizing the fair value over the associated service period of the award, which is generally the vesting term. Options granted during the year have a maximum contractual term of ten years . Employee Stock Purchase Plan Stock-based compensation expense for employee stock purchases under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) is recorded at the estimated fair value of the purchase as of the plan enrollment date and is recognized as an expense on a straight-line basis over the applicable six-month 2021 ESPP offering period. Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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. 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. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. The Company recognizes interest and penalties related to uncertain tax positions, if any exist, in income tax expense. 145 Table of Contents Net Loss per Share 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, 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. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include outstanding stock options, restricted stock units, and warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive: Year Ended December 31, 2025 2024 Options to purchase common stock 8,120,654 4,950,016 Restricted Stock Units to purchase common stock 2,452,690 256,490 Adoption of New Accounting Standard 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 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. The amendments are effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of adopting this new accounting guidance. 3. Fair Value Measurement The following table sets forth the recurring fair value of the Company’s financial assets and liabilities, allocated into the Level 1, Level 2 and Level 3 hierarchy that were measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of December 31, 2025 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 37,318 $ — $ — $ 37,318 U.S. government treasury bills 43,881 — — 43,881 Commercial paper — 16,262 — 16,262 Corporate bonds — 47,986 — 47,986 Total financial assets $ 81,199 $ 64,248 $ — $ 145,447 146 Table of Contents Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 27,485 $ — $ — $ 27,485 U.S. government treasury bills 12,562 — — 12,562 Commercial paper — 1,744 — 1,744 Corporate bonds — 4,261 — 4,261 Total financial assets $ 40,047 $ 6,005 $ — $ 46,052 (1) Included in cash and cash equivalents in the accompanying balance sheets. 4. Short-Term Investments and Cash Equivalents The following table summarizes the Company's short-term investments (in thousands): As of and for Year Ended December 31, 2025 Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 37,318 $ — $ — $ 37,318 U.S. government treasury bills Less than 1 43,857 24 — 43,881 Commercial paper Less than 1 16,239 23 — 16,262 Corporate bonds Less than 1 44,907 66 — 44,973 Corporate bonds More than 1 less than 2 3,006 7 — 3,013 Total $ 145,327 $ 120 $ — $ 145,447 As of and for Year Ended December 31, 2024 Maturity (In Years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Money market funds $ 27,485 $ — $ — $ 27,485 U.S. 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 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 . 147 Table of Contents 5. Accrued Liabilities Details of accrued liabilities are presented as follows (in thousands): As of December 31, 2025 2024 Accrued professional fees $ 968 $ 5,157 Accrued salaries and payroll 602 2,681 Accrued restructuring charges 192 1,333 Accrued bonus 3,160 64 Accrued contract manufacturing 3,935 2,597 Accrued clinical 12 644 Accrued research and development 4,627 333 Accrued other - sales related — 1,188 Accrued other 106 650 Total accrued liabilities $ 13,602 $ 14,647 6. Operating Leases In April 2019, the Company entered into a twenty-eight-month facility lease agreement for office space in Pacific Palisades, California (the “Pacific Palisades Lease”). The Pacific Palisades Lease commenced on May 1, 2019, included four months of rent abatement and a rent escalation clause and was set to expire on August 31, 2021. 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 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”). The Morristown Lease has a term of seventy-three months , unless terminated sooner, and includes rent abatement for the first three months and the forty-seventh and forty-eighth calendar months after lease commencement. 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): As of December 31, 2025 2024 Assets: Operating lease right-of-use assets $ — $ 787 Liabilities: Operating lease liabilities, current $ — $ 268 Operating lease liabilities, non-current — 565 Total operating lease liabilities $ — $ 833 148 Table of Contents Rent expense for the years ended December 31, 2025 and 2024 is presented on the following table (in thousands): Year Ended December 31, 2025 2024 Operating lease rent expense $ 74 $ 460 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): Year Ended December 31, 2025 2024 Cash paid included in operating cash flows $ 99 $ 512 7. License Agreements 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. The BMS License Agreement will remain in effect from the effective date of April 9, 2014 until expiration of all milestone and royalty payment obligations under the agreement, unless terminated by either of the parties upon giving advance notice as specified in the BMS License Agreement. Under the terms of the BMS License Agreement, BMS agreed to supply the Company with licensed products of FYARRO necessary for clinical or non-clinical development. Under the terms of the BMS License Agreement, BMS is entitled to receive royalties on net sales from licensed products under the agreement and any sublicense fees. During the years ended December 31, 2025 and 2024 , royalties on net product sales were $0 .5 million and $ 1.9 million, respectively. No payments related to sublicense fees were paid during the years ended December 31, 2025 and 2024. On August 30, 2021, the Company and BMS entered into Amendment No. 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 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. As part of its purchase of the FYARRO Business, KAKEN acquired the Company's rights and responsibilities under the BMS License Agreement. 8. Stockholders' Equity Preferred Stock As of December 31, 2025 and 2024 , under the Company’s certificate of incorporation, as amended and restated, the Company has 10,000,000 shares of preferred stock, par value $ 0.0001 per share, in authorized capital with no shares outstanding. 149 Table of Contents Common Stock and Pre-Funded Warrants As of December 31, 2025 and 2024 , the Company had 300,000,000 shares of authorized common stock with a par value of $ 0.0001 per share under the Company’s certificate of incorporation, as amended and restated. As of December 31, 2025 and 2024 , the shares of common stock outstanding were 47,145,719 and 24,680,708 , respectively. In March 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with Cowen and Company LLC ("Cowen"), with respect to an “at the market offering” program pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of common stock having aggregate gross proceeds of up to $ 75.0 million through Cowen as its sales agent. The Company will pay Cowen 3.0 % of the aggregate gross proceeds from each sale of shares of common stock under the Sales Agreement. As of December 31, 2025 , no shares of common stock had been sold pursuant to the Sales Agreement. 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. Aggregate net proceeds, after deducting certain expenses incurred of $ 0.3 million related to the issuance of the shares, were $ 72.2 million. On September 26, 2022, the Company and the 2022 PIPE Investors entered into a Registration Rights Agreement (the "2022 PIPE Registration Rights Agreement") providing for the registration for resale of the securities sold under the Purchase Agreement, including the shares issuable upon the exercise of the 2022 Pre-Funded Warrants, that are not then registered on an effective registration statement, pursuant to a registration statement filed with the SEC. The 2022 Pre-Funded Warrants meet the criteria to be classified within stockholders’ equity. 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. Dividends 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”). Since the Company’s inception, no cash dividends have been declared or paid to the holders of common stock. 150 Table of Contents Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company, the holders of common stock are entitled to share ratably in the Company’s assets. Voting The holders of common stock are entitled to one vote at all meetings of stockholders for each share of common stock held by such stockholders as of the record date. 9. Share-Based Compensation 2014 Plan (as amended and restated in February 2017, the “Private Aadi Plan”) In connection with the Merger, the Company assumed the Private Aadi Plan, which was amended and restated in February 2017, and the issued and outstanding stock options under the Private Aadi Plan (the Private Aadi common stock underlying the awards was adjusted for shares of the Company’s common stock pursuant to the Merger Agreement). The Private Aadi Plan allowed for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock unit awards and other stock awards. In connection with the closing of the Merger and the adoption of the 2021 Plan (as defined below), no further awards will be issued under the Private Aadi Plan. The options that are granted from the Private Aadi Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant. The Private Aadi Plan stock options generally vest over a four-year term. 2011 Plan and 2017 Plan In connection with the closing of the Merger, the Company assumed the Aerpio 2011 Equity Incentive Plan (the “2011 Plan”) and the Aerpio 2017 Stock Option and Incentive Plan (the “2017 Plan,” and together with the 2011 Plan, the “Prior Plans”). No new awards will be granted under the Prior Plans effective as of the closing of the Merger and the adoption of the 2021 Plan (as defined below). 2021 Plan At the closing of the Merger, the Company adopted the Aadi Bioscience, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which permits the award of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance grants to employees, members of the board of directors, and outside consultants. 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. 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: • 2,070,784 shares of common stock; • a number of shares equal to 4 % of the outstanding shares of common stock 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. 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 151 Table of Contents 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. Shares issuable under the 2021 Plan are authorized, but unissued, or reacquired shares of common stock. 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). 2023 Inducement Equity Incentive Plan On September 27, 2023 the Company adopted the 2023 Inducement Equity Incentive Plan (the “Inducement Plan”), pursuant to which the Company may from time to time make equity grants to new employees as a material inducement to their employment. The Company reserved 600,000 shares of common stock for issuance under the Inducement Plan. The only persons eligible to receive awards under the Inducement Plan are individuals who are new employees and satisfy the standards for inducement grants under applicable Nasdaq listing rules. As of December 31, 2025 , 134,810 , 15,036 , 9,933,498 , and 490,000 shares were outstanding under the Private Aadi Plan, 2017 Plan, 2021 Plan, and 2023 Inducement Plan, respectively. As of December 31, 2025 , no shares were outstanding under the 2011 Plan. 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 (in thousands) Outstanding shares at December 31, 2024 4,950,016 $ 10.82 7.99 $ 1,818 Granted 4,043,124 1.92 Exercised ( 24,936 ) 1.06 Cancelled/Forfeited ( 328,844 ) 6.45 Expired ( 518,706 ) 15.18 Outstanding as of December 31, 2025 8,120,654 $ 6.31 8.19 $ 2,642 Options exercisable as of December 31, 2025 3,342,667 $ 11.79 6.88 $ 496 Vested and expected to vest as of December 31, 2025 8,120,654 $ 6.31 8.19 $ 2,642 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. As of December 31, 2025 , 2,520,585 shares were reserved for issuance for new awards under the 2021 Plan. As of December 31, 2025 , 110,000 shares were reserved for issuance for new awards under the 2023 Inducement Plan. Restricted Stock Units Restricted stock consists of restricted stock unit awards (RSUs) which have been granted to employees. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants vest over four years . Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The total fair value of RSUs that vested was $ 0.6 million and $ 0.1 million for 2025 and 2024, respectively. 152 Table of Contents 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 Nonvested shares at December 31, 2024 256,490 $ 1.92 Granted 2,622,581 1.69 Vested/Issued ( 387,925 ) 1.60 Forfeited ( 38,456 ) 1.92 Nonvested shares at December 31, 2025 2,452,690 $ 1.73 As of December 31, 2025 , there was $ 1.3 million of unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted average period of 0.5 years. Compensation Expense Summary The Company recognized the following compensation cost related to employee and non-employee share-based compensation activity for the periods presented (in thousands): Year Ended December 31, 2025 2024 Selling, general and administrative $ 6,524 $ 6,782 Research and development 3,349 4,057 Total $ 9,873 $ 10,839 The Company uses the Black-Scholes option pricing model to determine the estimated fair value for share-based option awards. Option pricing and models require the input of various assumptions, including the option’s expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. Forfeitures are recognized and accounted for as they occur. The calculation was based on the following assumptions: Year Ended December 31, 2025 2024 Weighted average grant date fair value (per share) $ 1.42 $ 1.41 Risk-free interest rate 3.77 % - 4.19 % 4.13 % - 4.47 % Expected volatility 82.81 % - 89.48 % 88.29 % - 91.46 % Expected term (in years) 5.5 - 6.1 5.0 - 6.1 Expected dividend yield — — The Company determines the assumptions used in the option pricing model in the following manner: Risk-Free Interest Rate – For the determination of the risk-free interest rates, the Company utilizes the U.S. Treasury yield curve for instruments in effect at the time of measurement with a term commensurate with the expected term assumption. Expected Volatility – The Company based its estimate of expected volatility on a weighted average using the Company's limited historical stock price volatility data, supplemented with the estimated and expected volatilities of a guideline group of publicly traded companies. For these analyses, the Company selected companies with comparable characteristics including enterprise value, risk profiles, and with historical share price information sufficient to meet the expected life of the share-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its share-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected Dividend – The expected dividend yield is assumed to be zero because the Company has never paid dividends and does not have current plans to pay any dividends on its common stock. 153 Table of Contents Expected Term – The Company estimates the expected term of its stock options granted to employees and non-employee directors using the simplified method, whereby, the expected term equals the average of the vesting term and the original contractual term of the option. 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. 10. Employee Stock Purchase Plan On August 17, 2021, a special meeting of the Company’s stockholders was held to approve the Merger and related matters, at which the Company's stockholders considered and approved the Company’s 2021 ESPP which permits participants to contribute up to 15 % of their eligible compensation during defined rolling six-month offering periods to purchase the Company’s common stock. The purchase price of the shares will be 85 % of the lower of the fair market value of the Company’s common stock on the first day of trading of the offering period or on the applicable purchase date. Upon approval of the 2021 ESPP by the stockholders, Aerpio’s Amended and Restated 2017 Employee Stock Purchase Plan terminated. An aggregate of 519,563 shares of common stock was initially reserved for issuance under the 2021 ESPP. The number of shares of common stock available for issuance under the 2021 ESPP is increased on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the least of: • 310,617 shares of common stock; • one percent ( 1 %) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year; or • an amount to be determined by the board of directors or its designated committee no later than the last day of the immediately preceding fiscal year. As a result of the increase, a total of 310,617 shares of common stock were added to the 2021 ESPP on January 1, 2026. On January 1, 2025, 246,807 shares of common stock were added to the 2021 ESPP. Shares of common stock issuable under the 2021 ESPP will be authorized, but unissued, or reacquired shares of common stock. If the Company’s capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the 2021 ESPP will be appropriately adjusted. The Company opened enrollment into the ESPP in May 2022. The Company uses the Black-Scholes model to determine the estimated fair value for purchases under the 2021 ESPP. Black-Scholes models require the input of various assumptions, including the expected life, expected dividend yield, price volatility and risk-free interest rate of the underlying stock. The expected volatility used in calculating the estimated fair value for purchases under the 2021 ESPP is based on the historical volatility of the Company's common stock. The calculation was based on the following assumptions: Year Ended December 31, 2025 2024 Strike price (per share) $ 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) 0.5 0.5 Expected dividend yield — — 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 $ 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. 11. Employee Retirement Plan The Company maintains a 401(k) plan (the “401k Plan”) created in 2015 for the benefit of its employees. 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 154 Table of Contents 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 . 12. Income Taxes 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 Amount % Income taxes (benefit) at statutory federal rate $ ( 4,325 ) 21.0 % State and local income taxes, net of federal income tax effect (1) 2,205 ( 10.7 ) Tax credits Research and development credits ( 1,465 ) 7.1 Changes in valuation allowance ( 68,054 ) 330.4 Nontaxable or nondeductible items Stock based compensation 925 ( 4.5 ) Officers compensation 1,151 ( 5.6 ) Transaction costs 912 ( 4.4 ) Other ( 6 ) 0.1 Changes in unrecognized tax benefits ( 4,435 ) 21.5 Other Adjustments Impact of FYARRO divestiture 73,092 ( 354.9 ) 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, 2024 Federal tax at statutory rate 21.0 % State income tax, net of federal benefit 2.7 Other permanent items ( 2.2 ) Change in tax rate 0.2 Investment in subsidiary 53.6 Officers compensation ( 2.1 ) Research credit 4.9 Change in valuation allowance ( 78.1 ) Effective tax rate — % 155 Table of Contents Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 26,496 $ 49,184 Research and development tax credits 1,109 11,796 Section 174 capitalized research expense 3,340 20,061 Capitalized license payments 10,542 1,746 Investment in subsidiary — 34,112 Other 3,207 5,389 Total deferred tax assets 44,694 122,288 Valuation allowance ( 44,579 ) ( 121,898 ) Total gross deferred tax assets, net of valuation allowance 115 390 Deferred tax liabilities: Other ( 115 ) ( 390 ) Total gross deferred tax liabilities ( 115 ) ( 390 ) Net deferred tax assets (liabilities) $ — $ — Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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 realized. As a result, the Company has concluded that a full valuation allowance against its deferred tax asset is necessary at this time. As of December 31, 2025 , the Company has federal and state net operating loss (“NOL”) carryforwards of $ 118.9 million and $ 22.2 million, respectively. Of the amount of federal and state NOL carryforwards, $ 78.3 million and $ 0.9 million, respectively, can be carried forward indefinitely. The remaining federal and state NOL carryforwards begin to expire in 2030 and 2037, respectively, unless previously utilized. The Company also has federal and state research credit carryforwards of approximately $ 1.2 million and $ 0.2 million, respectively, as of December 31, 2025 . The federal and New Jersey research credit carryforwards will begin to expire in 2045 and 2032, respectively, unless previously utilized. The California research and development (“R&D”) credit will carry forward indefinitely. 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. These annual limitations may result in the expiration of NOL carryforwards and R&D credits prior to utilization. The Company has completed an IRC section 382 analysis through December 31, 2024 and has identified ownership changes occurred on August 26, 2021 and February 28, 2017. These ownership changes will impose annual limits on the amounts of NOLs and R&D credits available at the ownership change dates, however assuming the Company does not experience future ownership changes and there is adequate taxable income to absorb the existing NOLs and R&D credits, none of these existing tax attributes are projected to expire before utilization. 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. 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. These tax 156 Table of Contents 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 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. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by tax authorities. The following table summarizes the changes to the Company’s gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 (in thousands): As of December 31, 2025 2024 Balance at the beginning of year $ 5,371 $ 4,597 Increase related to prior year positions — 71 Increase related to current year positions 290 703 Other decrease related to impact of FYARRO divestiture ( 5,454 ) Balance at the end of year $ 207 $ 5,371 Due to the existence of the valuation allowance, future recognition of previously unrecognized tax benefits will not impact the Company’s effective tax rate. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company is subject to taxation in the United States federal and certain state jurisdictions. The Company’s tax years from inception are subject to examination by the United States federal and state authorities due to the carryforward of unutilized NOLs and R&D credits. The Company does not anticipate the unrecognized tax benefits to change materially within the next twelve months. The Company had no accrued interest and no penalties related to income tax matters in the Company’s balance sheet as of December 31, 2025 and has not recognized interest or penalties in the Company’s statement of operations and loss for the year ended December 31, 2025 . Further, the Company is not currently under examination by any federal, state or local tax authority. 13. Commitments and Contingencies Litigation 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. 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. Purchase Commitments The Company has ongoing contracts with vendors for clinical trials and contract manufacturing. These contracts are generally cancellable, with notice, at the Company’s option. 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 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 157 Table of Contents 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. WuXi Biologics License Agreement 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 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 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 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. 14. Restructuring On August 21, 2024, the Company announced a restructuring plan to reduce the Company’s workforce by approximately 32 % in response to the Company's announcement on August 20, 2024 that it planned to halt the registration-intended PRECISION1 trial of nab-sirolimus in patients with solid tumors harboring TSC1 or TSC2 inactivating alterations. The Company recorded a total restructuring charge of $ 2.6 million, which consists of one-time termination benefits such as severance costs and related benefits. For the year ended December 31, 2025 , the Company made cash payments related to the restructuring of $ 1.3 million. As of December 31, 2025 , the $ 0.2 million of one-time termination benefits remain payable and are recorded within the accrued liabilities and other liabilities line items on the Company's balance sheet. Restructuring payments commenced in September 2024 and will extend through March 2026. 15. Segment Information 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 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 158 Table of Contents 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 net loss (in thousands): Year Ended December 31, 2025 2024 Total Revenue $ 7,145 $ 25,983 Less: ADC assets - research and development expenses 59,092 6,000 ADC assets - contract manufacturing expenses 26,703 — FYARRO - research and development expenses 5,168 34,338 FYARRO - contract manufacturing expenses — 10,692 FYARRO - commercial and marketing expenses 294 2,130 Finance and accounting expenses (1) 9,349 11,758 Legal expenses 5,815 7,437 Other segment items (2) ( 78,680 ) 17,319 Net loss $ ( 20,596 ) $ ( 63,691 ) (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, interest expense, other income, foreign exchange loss, and gain on sale of business. 16. 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 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. 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): 159 Table of Contents March 25, 2025 Assets Current assets: Cash and cash equivalents $ ( 1,000 ) Accounts receivable, net ( 6,903 ) Inventory ( 5,141 ) Prepaid expenses and other current assets ( 866 ) Total current assets ( 13,910 ) Property and equipment, net ( 6,836 ) Operating lease right-of-use assets ( 707 ) Other assets ( 64 ) Total assets $ ( 21,517 ) Current liabilities: Accounts payable $ ( 852 ) Accrued liabilities ( 4,844 ) Operating lease liabilities, current portion ( 201 ) Total current liabilities ( 5,897 ) Operating lease liabilities, net of current portion ( 536 ) Total liabilities ( 6,433 ) Net assets disposed of $ ( 15,084 ) 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. 160 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.