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The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, and our consolidated financial statements and related notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on March 23, 2026.
Forward-Looking Statements
The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including those relating to future events or our future financial performance and financial guidance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of terms like these or other comparable terminology, and other words or terms of similar meaning in connection with any discussion of future operating or financial performance. These statements are only predictions.
All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Any or all of our forward-looking statements in this document may turn out to be wrong. Actual events or results may differ materially. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties and other factors. In evaluating these statements, you should specifically consider various factors, including the risks outlined under the caption “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report, as well as those contained from time to time in our other filings with the SEC. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.
Overview
We are a biotechnology company committed to discovering and developing product candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair. Our current strategic focus is ophthalmology, where Wnt signaling plays a central role in retinal vascular integrity, barrier function, and tissue maintenance. We are located in South San Francisco, California.
Our mission is to transform the treatment of serious ophthalmic disease by fully exploiting the Wnt pathway. Building upon the seminal work of our founders and scientific advisors who discovered the Wnt gene and key regulators of the Wnt pathway, we have made breakthrough discoveries that we believe will overcome previous limitations in harnessing the potential of Wnt biology in a tissue-selective manner. These breakthroughs enable us to rapidly and flexibly design tissue-targeted therapeutics that modulate Wnt signaling and form the foundation of our ophthalmology portfolio and research programs, which are designed to restore tissue structure and function in serious eye diseases with high unmet medical need.
Our lead product candidates are multi-specific, antibody-based therapeutics that mimic the roles of naturally occurring Wnt proteins, which are involved in activation and enhancement of the Wnt pathway. Wnt signaling is essential in tissue maintenance and regeneration throughout the body. Our current development efforts are focused on ophthalmology, where the biology of the Wnt pathway is clinically validated and localized delivery enables controlled therapeutic modulation. We believe our approach has the potential to change the treatment paradigm for ophthalmic disease and substantially impact patient outcomes.
Our strategy is to exploit the full potential of Wnt signaling by identifying disease states responsive to Wnt modulation, designing tissue-selective therapeutics, evaluating mechanisms complementary to Wnt signaling, and advancing candidates into clinical development in targeted ophthalmic indications with high unmet need. Our unique approach and platform technologies have led to the discovery and advancement of multiple product candidates. We believe that ophthalmology indications are particularly well-suited for Wnt modulating therapeutics due to the combination of strong genetic and biologic validation and the need for approaches to restore tissue structure and function.
SZN-8141 for Retinal Diseases
We are developing SZN-8141 for the treatment of diabetic macular edema, or DME, and neovascular age-related macular degeneration, or wet AMD. SZN-8141 combines Frizzled 4, or Fzd4, agonism and vascular endothelial growth factor, or VEGF, antagonism and has the potential to provide benefits over treatment with single mechanism agents against these targets. The current standard of care for diabetic retinopathy (including DME), retinal vein occlusion and wet AMD is intravitreal administration of anti-VEGF therapies, including monotherapies and dual-pathway agents targeting VEGF and angiopoietin-2, or Ang-2. In addition, MK-3000, a Fzd4
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monotherapy, has demonstrated proof of concept in DME in a clinical trial. We believe SZN-8141 has the potential to treat multiple retinopathy indications and be differentiated from existing therapies. Data generated in preclinical models of retinopathy demonstrated that SZN-8141 stimulated Wnt signaling and induced normal retinal vessel regrowth while suppressing pathological vessel growth. We anticipate submitting an IND for SZN-8141 by the end of the third quarter of 2026 and initiating a Phase 1b/2a study in patients with DME called DUET by year-end 2026.
About DUET
The DUET trial is a planned Phase 1b/2a clinical trial designed to assess safety, tolerability, and early signs of biological and clinical activity of SZN-8141 in patients with DME. The trial consists of an open-label Phase 1b single-ascending-dose portion enrolling both treatment-naïve and previously treated patients with DME (Part 1), followed by a randomized, double-masked Phase 2a dose expansion portion in treatment-naïve patients with DME (Part 2). In Part 1, patients will receive a single intravitreal injection of SZN-8141 and be followed for approximately three months to evaluate safety and tolerability, as well as pharmacokinetics, immunogenicity, and exploratory measures of retinal function and anatomy including best-corrected visual acuity (BCVA), optical coherence tomography (OCT), OCT angiography (OCT-A) and ultra-widefield fluorescein angiography. Part 2 is expected to evaluate two dose levels of SZN-8141 compared with Vabysmo® (faricimab-svoa) in approximately 60 treatment-naïve patients with DME. Patients are planned to receive three monthly doses followed by an additional four-month follow-up period to assess durability of effect. Key outcome measures include the same functional and anatomic measurements as in Part 1. Initial clinical data is expected in the second half of 2027.
SZN-8143 for Retinal Diseases
We are developing SZN-8143 for the treatment of DME, wet AMD, and uveitic macular edema, or UME. SZN-8143 combines Fzd4 agonism, VEGF antagonism, and interleukin-6, or IL-6, antagonism and may have benefits over single mechanism agents against these targets. The current standard of care for diabetic retinopathy (including DME), retinal vein occlusion and wet AMD is intravitreal administration of anti-VEGF therapies, including monotherapies and dual-pathway agents targeting VEGF and Ang-2. In addition, MK-3000, a Fzd4 monotherapy, has demonstrated proof of concept in DME in a clinical trial. We believe SZN-8143 has the potential to treat multiple retinopathy indications and be differentiated from existing therapies. Data generated in preclinical models of retinopathy demonstrated that SZN-8143 stimulated Wnt signaling and induced normal retinal vessel regrowth while suppressing pathological vessel growth.
Research Programs
In addition to SZN-8141 and SZN-8143, we are evaluating research-stage programs focused on other ophthalmic indications where Wnt signaling plays an important role in tissue maintenance and regeneration.
In preclinical models of corneal endothelial disease, these programs enhanced proliferation of primary human corneal endothelial cells in vitro, demonstrated evidence of wound healing in acute corneal endothelial injury models, and rapidly reduced central corneal thickness along with demonstrating improved corneal clarity in a cryoinjury model in mouse and rabbit. In preclinical retinal research models, these programs stimulated retinal pigment epithelium cell proliferation and differentiation in culture and provided neuroprotection in acute injury and progressive degeneration models of photoreceptor degeneration.
SZN-413 for Retinal Diseases
In the first quarter of 2022, we nominated SZN-413, a Fzd4, targeted bi-specific antibody, as a development candidate for the treatment of retinal vascular associated diseases. Fzd4 mediated Wnt signaling is known to play a critical role in retinal vascular integrity and function. Data generated in preclinical models of retinopathy demonstrated SZN-413 stimulated Wnt signaling and the ability to induce normal retinal vessel regrowth while suppressing pathological vessel growth.
In October 2022, we executed a Collaboration and License Agreement, or CLA, with Boehringer Ingelheim International GmbH, or Boehringer Ingelheim, to research, develop and commercialize Fzd4 bi-specific antibodies designed using our SWAP technology, including SZN-413. In September 2024, Boehringer Ingelheim decided to move forward with the development of SZN-413, which triggered a $10.0 million milestone payment to us. In March 2026, Boehringer Ingelheim achieved a research milestone, reflecting a positive outcome of the IND-enabling GLP toxicology study, which triggered a $5.0 million milestone payment to us. In June 2026, Boehringer Ingelheim achieved a development milestone following the initiation of a Phase 1 study, which triggered a $5.0 million milestone payment to us. We received each milestone payment of $5.0 million from Boehringer Ingelheim in April 2026 and July 2026, respectively.
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The chart below represents a summary of our product candidates:
Since our inception in 2015, we have devoted substantially all of our efforts and financial resources to organizing and staffing our company, business planning, raising capital, developing and optimizing our Wnt therapeutics platform, identifying potential product candidates, undertaking research and development activities, engaging in strategic transactions, establishing and enhancing our intellectual property portfolio, and providing general and administrative support for these operations. We have incurred operating losses since inception. During the three months ended June 30, 2026, we had net income of $50.2 million, including noncash gains of $59.6 million on changes in fair value of tranche liability and warrant liabilities during the period. During the six months ended June 30, 2026, we incurred a net loss of $77.3 million. During the three and six months ended June 30, 2025, we had net income of $39.7 million and $12.8 million, respectively, including noncash gains of $47.6 million and $104.6 million, respectively, on changes in fair value of tranche liability and warrant liabilities during the period. As of June 30, 2026, we had an accumulated deficit of $604.6 million and cash and cash equivalents of $102.0 million.
We expect to continue to incur losses for the foreseeable future and expect to incur increased expenses as we expand our pipeline and advance our product candidates through clinical development and regulatory submissions. Specifically, in the near term we expect to incur substantial expenses relating to our clinical trials, the development and validation of our manufacturing processes, and other research and development activities.
Critical Accounting Policies, Significant Judgments and Use of Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates.
During the three and six months ended June 30, 2026, there were no material changes to our critical accounting policies or in the methodology used for estimates from those described under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table summarizes results of operations for the periods presented (dollars in thousands):
Three Months Ended June 30, $ %
2026 2025 Change Change
Collaboration and license revenue $ 5,000 $ — $ 5,000 *
Research service revenue – related party — 983 (983 ) *
Total revenue 5,000 983 4,017 *
Operating expenses:
Research and development 8,484 6,042 2,442 40 %
General and administrative 6,886 3,958 2,928 74 %
Total operating expenses 15,370 10,000 5,370 54 %
Loss from operations (10,370 ) (9,017 ) (1,353 ) 15 %
Interest income 938 1,025 (87 ) -8 %
Gain on change in fair value of tranche liability 39,248 31,520 7,728 25 %
Other income, net 20,361 16,218 4,143 26 %
Net income and comprehensive income $ 50,177 $ 39,746 $ 10,431 26 %
* Percentage is not meaningful
Collaboration and License Revenue
The increase of $5.0 million in collaboration and license revenue for three months ended June 30, 2026, compared to three months ended June 30, 2025 is due to the recognition of a milestone achieved by Boehringer Ingelheim under the CLA in June 2026. See Note 5 to the unaudited condensed consolidated financial statements for information regarding the June 2026 development milestone and related contractual disagreement with Boehringer Ingelheim.
Research Service Revenue – Related Party
The decrease of $1.0 million in research service revenue – related party for three months ended June 30, 2026, compared to three months ended June 30, 2025, is attributable to the termination of the Research Collaboration Agreement with TCGFB, Inc., effective in November 2025.
Research and Development Expenses
The increase of $2.4 million, or 40%, in research and development expenses for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, is primarily due to a $1.7 million increase in manufacturing costs, lab expenses and consulting fees for SZN-8141 and a $1.0 million increase in employee-related expenses primarily related to stock-based compensation, offset by a $0.3 million decrease in clinical expenses as a result of the discontinuation of clinical development of SZN-043.
General and Administrative Expenses
The increase of $2.9 million, or 74%, in general and administrative expenses for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 is primarily attributable to a $1.5 million increase in employee-related expenses primarily related to stock-based compensation and a $1.3 million increase in professional service fees primarily related to the defense of our intellectual property portfolio.
Interest Income
The decrease of $87,000, or 8%, in interest income for the three months ended June 30, 2026, compared to the three months ended June 30, 2025 is due to a decrease in market interest rates on our money market funds.
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Gain on Change in Fair Value of Tranche Liability
The increase of $7.7 million, or 25%, in gain on change in fair value of tranche liability for the three months ended June 30, 2026, compared to three months ended June 30, 2025 was attributable to the noncash change in fair value of tranche liability related to a private placement which was executed in March 2025, or the 2025 PIPE. The noncash gain was primarily driven by the decrease in our stock price during the period.
Other Income, Net
The increase of $4.1 million, or 26%, in other income, net for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, is primarily attributable to the noncash change in fair value of warrant liabilities during the period.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table summarizes results of operations for the periods presented (dollars in thousands):
Six Months Ended June 30, $ %
2026 2025 Change Change
Collaboration and license revenue $ 10,000 $ — $ 10,000 *
Research service revenue – related party — 1,966 (1,966 ) *
Total revenue 10,000 1,966 8,034 *
Operating expenses:
Research and development 17,812 12,600 5,212 41 %
General and administrative 13,014 7,934 5,080 64 %
Total operating expenses 30,826 20,534 10,292 50 %
Loss from operations (20,826 ) (18,568 ) (2,258 ) 12 %
Interest income 1,850 1,321 529 40 %
Loss on amendment and cancellation of warrants — (2,073 ) 2,073 *
Loss on execution of the 2025 PIPE — (71,084 ) 71,084 *
(Loss) gain on change in fair value of tranche liability (37,607 ) 47,860 (85,467 ) *
Gain on settlement of tranche liability — 1,117 (1,117 ) *
Other (expense) income, net (20,745 ) 54,203 (74,948 ) *
Net (loss) income and comprehensive (loss) income $ (77,328 ) $ 12,776 $ (90,104 ) *
* Percentage is not meaningful
Collaboration and License Revenue
The increase of $10.0 million in collaboration and license revenue for six months ended June 30, 2026, compared to six months ended June 30, 2025 is due to the recognition of milestones achieved by Boehringer Ingelheim under the CLA in 2026. See Note 5 to the unaudited condensed consolidated financial statements for information regarding the June 2026 development milestone and related contractual disagreement with Boehringer Ingelheim.
Research Service Revenue – Related Party
The decrease of $2.0 million in research service revenue – related party for six months ended June 30, 2026, compared to six months ended June 30, 2025, is attributable to the termination of the Research Collaboration Agreement with TCGFB, Inc., effective in November 2025.
Research and Development Expenses
The increase of $5.2 million, or 41%, in research and development expenses for the six months ended June 30, 2026, compared to six months ended June 30, 2025, is primarily due to a $4.1 million increase in manufacturing costs, lab expenses and consulting fees for SZN-8141 and a $2.2 million increase in employee-related expenses primarily related to stock-based compensation, offset by a $1.2 million decrease in clinical expenses as a result of the discontinuation of clinical development of SZN-043.
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General and Administrative Expenses
The increase of $5.1 million, or 64%, in general and administrative expenses for the six months ended June 30, 2026, compared to six months ended June 30, 2025 is primarily attributable to a $2.7 million increase in employee-related expenses primarily related to stock-based compensation and a $2.4 million increase in professional service fees primarily related to the defense of our intellectual property portfolio.
Interest Income
The increase of $0.5 million, or 40%, in interest income for the six months ended June 30, 2026, compared to six months ended June 30, 2025 is due to an increase in cash and cash equivalents.
Loss on Amendment and Cancellation of Warrants
The loss on amendment and cancellation of warrants for the six months ended June 30, 2025 was due to the noncash change in the fair value of warrant liabilities resulting from the amendment of Series A and Series B common stock warrants and cancellation of Series C and Series D common stock warrants in connection with the 2025 PIPE.
Loss on Execution of the 2025 PIPE
Loss on execution of the 2025 PIPE for the six months ended June 30, 2025 reflects the loss recognized upon the initial execution of the 2025 PIPE as the committed proceeds from the 2025 PIPE were less than the fair value of the tranche liability recognized at contract execution date. See Note 8 to the unaudited condensed consolidated financial statements for further information regarding the 2025 PIPE.
(Loss) Gain on Change in Fair Value of Tranche Liability
The increase of $85.5 million in loss on change in fair value of tranche liability for the six months ended June 30, 2026, compared to six months ended June 30, 2025 was attributable to the noncash change in fair value of tranche liability related to the 2025 PIPE. The noncash loss was primarily driven by the increase in our stock price during the period.
Gain on Settlement of Tranche Liability
The gain on settlement of tranche liability for the six months ended June 30, 2025 represents the proceeds from the sale of securities in the 2025 PIPE being greater than the net value of securities issued. The net value of securities issued constitutes the fair value of the securities issued, offset by the associated tranche liability remeasured at fair value on settlement date. See Note 8 to the unaudited condensed consolidated financial statements for further information regarding the 2025 PIPE.
Other (Expense) Income, Net
The increase of $74.9 million in other expense, net for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, is primarily attributable to a $77.5 million noncash change in fair value of warrant liabilities during the period, offset by $2.8 million financing transaction costs for the 2025 PIPE.
Liquidity and Capital Resources
Since inception, we have only generated revenue from licensing and research collaborations. We incurred significant operating losses and negative cash flows from operations. Historically, we have financed our operations primarily through the sales of our equity securities and the payments received under our collaboration and license agreements. We anticipate that we will continue to incur net operating losses for the foreseeable future because of additional costs and expenses related to our research and development activities, including increased expenses from pipeline advancement and advancement of our product candidates into and through clinical developments and associated regulatory submissions, as well as increased general and administrative expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with the rules and regulations of the SEC and Nasdaq.
At-the-Market Program
In August 2025, we entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, to issue and sell up to $50.0 million of shares of common stock, or the 2025 ATM. The compensation payable to TD Cowen was up to 3.0% of the gross sales price of any shares sold pursuant to the sales agreement. During the first quarter of 2026, we sold 1.4 million shares of common stock under the 2025
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ATM for net proceeds of $26.9 million, after deducting sales agent commissions. In March 2026, we terminated the 2025 ATM and entered into a new sales agreement with TD Cowen to issue and sell up to $50.0 million of shares of common stock, or the 2026 ATM. The compensation payable to TD Cowen is up to 3.0% of the gross sales price of any shares sold pursuant to this new sales agreement. As of June 30, 2026, we had not sold any shares of common stock under the 2026 ATM.
2025 Private Placement
In March 2025, we entered into a securities purchase agreement with certain investors to issue and sell an aggregate of 15,086,236 units in a two-tranche private placement (the 2025 PIPE) at a purchase price of $11.60 per share and $11.5999 per pre-funded warrant, for gross proceeds of $175.0 million to fund multiple ophthalmology programs through initial Phase 1 safety, tolerability and efficacy studies. Each unit consists of one share of common stock, or pre-funded warrant in lieu thereof, and an accompanying one half of a warrant to purchase common stock, or Series E common stock warrant. At the closing of the first tranche of the 2025 PIPE, (i) 5,213,415 shares of common stock, (ii) pre-funded warrants to purchase up to 1,373,000 shares of common stock, and (iii) Series E common stock warrants to purchase up to 3,293,207 shares of common stock were issued and sold for aggregate net proceeds of $71.2 million, after deducting placement agent fees and other expenses.
The second tranche of the 2025 PIPE is contingent upon the public announcement of the receipt of clearance from the FDA on or prior to October 31, 2026 of our Investigation New Drug Application for SZN-8141, or the Second Closing Milestone. If we terminate our SZN-8141 program prior to October 31, 2026, then we will provide written notice to each purchaser, referred to as the Termination Notice, and each purchaser will have the right, but not the obligation, for 30 calendar days following the receipt of such notice, upon written notice to us, to purchase the additional shares of common stock, pre-funded warrants, and Series E common stock warrants subscribed for by such purchaser in the second closing. In addition, at any time prior to October 31, 2026 or the date of the Termination Notice (if earlier), in lieu of the requirement to purchase units in the second closing, each purchaser has the right, but not the obligation, upon five trading days’ prior written notice to us to purchase all (but not a portion) of the units subscribed for by such purchaser in the second closing, which we refer to as an Optional Closing. If a purchaser fails to purchase in full its subscribed for units after the achievement of the Second Closing Milestone in the second closing, or previously at the first closing or an Optional Closing, then the Series E common stock warrants issued to such purchaser shall automatically be cancelled and cease to be exercisable. In December 2025, in an optional closing we issued and sold 301,716 shares of common stock and Series E common stock warrants to purchase up to 150,858 shares of common stock for aggregate net proceeds of $3.3 million, after deducting placement agent fees and other expenses. Assuming achievement of the Second Closing Milestone, we will issue (i) 5,741,605 shares of common stock, (ii) pre-funded warrants to purchase up to 2,456,500 shares of common stock, and (iii) Series E common stock warrants to purchase up to 4,099,052 shares of common stock for aggregate gross proceeds of approximately $95.1 million in the second tranche. Please see Note 8 to the unaudited condensed consolidated financial statements for further information regarding the 2025 PIPE. During the three and six months ended June 30, 2026, 77,500 shares and 111,500 shares, respectively, of Series E common stock warrants were exercised for the gross proceeds of $0.9 million and $1.3 million, respectively.
Funding Requirements
To date, we have only generated revenue from licensing and research collaborations. We have not generated and do not expect to generate any revenue from sales of our products unless and until we obtain regulatory approval and commercialize one of our product candidates, and we do not know when, or if, that will occur. We will continue to require substantial additional capital to develop our products candidates and fund operations for the foreseeable future. Since our inception in 2015, we have devoted substantially all of our efforts and financial resources to organizing and staffing our company, business planning, raising capital, developing and optimizing our Wnt therapeutics platform, identifying potential product candidates, undertaking research and development activities, engaging in strategic transactions, establishing and enhancing our intellectual property portfolio, and providing general and administrative support for these operations. We expect our expenses to continue to increase in connection with our ongoing activities as we continue to advance our product candidates through clinical development and regulatory approval. In addition, we will continue to incur additional costs associated with operating as a public company.
As of June 30, 2026, we had cash and cash equivalents of $102.0 million and accumulated deficit of $604.6 million. We believe, based on our current operating plan, that our existing cash and cash equivalents will be sufficient to fund our operations for at least the next 12 months from the filing date of this Quarterly Report. In addition, if the FDA clears the IND application for SZN-8141 on or prior to October 31, 2026, the second closing of the 2025 PIPE will occur and we will receive an additional $95.1 million in gross proceeds which is expected to fund multiple ophthalmology programs through initial Phase 1 safety, tolerability and efficacy studies. We expect that in the long-term we will need to raise additional capital through public or private equity offerings, debt financings or other capital sources, including government grants, potential collaborations with other companies or other strategic transactions until we are able to generate revenue on our own. Our ability to continue as a going concern in the long-term is dependent upon our ability to successfully secure sources of financing and ultimately achieve profitable operations. There can be no assurance that sufficient funds will be available to us at all or on attractive terms when needed from these sources. If we are unable to obtain additional funding from these or other
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sources when needed, we may be necessary to significantly reduce expenses through reductions in staff and delaying, scaling back operations, or stopping certain research and development programs.
We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:
•the scope, rate of progress, results and costs of researching and developing our lead product candidates or any future product candidates, conducting preclinical and clinical studies;
•the outcome, costs, and timing involved in obtaining regulatory approvals for our product candidates;
•the achievement of milestones that trigger payments to us and the timing, receipt and amount of royalties and any collaboration and license agreement we may enter in the future;
•the number and scope of clinical programs we decide to pursue;
•the cost of acquiring, licensing, or investing in product candidates and technologies;
•the costs associated with securing and establishing commercialization;
•our ability to maintain, expand, and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense, and enforcement of any patents or other intellectual property rights;
•our need and ability to retain key management and hire scientific, technical, business, and medical personnel;
•the effect of competing products and product candidates and other market developments;
•the timing, receipt, and amount of sales from our lead product candidates, if approved;
•our need to implement additional internal systems and infrastructure, including financial and reporting systems;
•the economic and other terms, timing of, and success of any collaboration, licensing, or other arrangements which we may enter in the future; and
•the effects of the disruptions to and volatility in the credit and financial markets in the U.S. and worldwide.
In addition, any future financing through sales of equity securities will cause our stockholders to experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments, and engage in certain merger, consolidation, or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to others our rights to any of our current or future product candidates or discovery programs in certain territories or indications that we would prefer to develop and commercialize ourselves.
Summary of Cash Flows
The following table sets forth the primary sources and uses of cash, cash equivalents and restricted cash for the periods presented below (in thousands):
Six Months Ended June 30,
2026 2025
Net cash used in operating activities $ (19,910 ) $ (15,392 )
Net cash used in investing activities (139 ) (45 )
Net cash provided by financing activities 32,790 71,262
Net increase in cash, cash equivalents and restricted cash $ 12,741 $ 55,825
Cash Used in Operating Activities
Cash used in operating activities of $19.9 million for the six months ended June 30, 2026 was primarily due to the use of funds in our operations, and the resulting net loss of $77.3 million and a net change of $7.0 million in our net operating assets and liabilities, offset
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by $64.4 million in noncash charges. Cash used in operating activities of $15.4 million for the six months ended June 30, 2025 was primarily due to the use of funds in our operations, and the resulting net income of $12.8 million, offset by a net change of $0.8 million in our net operating assets and liabilities and $27.4 million in noncash charges.
Cash Used in Investing Activities
Cash used in investing activities for the six months ended June 30, 2026 and 2025 was related to the purchases of lab equipment.
Cash Provided by Financing Activities
Cash provided by financing activities of $32.8 million for the six months ended June 30, 2026 consisted primarily of $26.9 million proceeds from the issuance and sale of common stock under the 2025 ATM, $5.5 million proceeds from issuance of common stock upon exercises of warrants and $0.4 million proceeds from issuance of common stock under our equity plans. Cash provided by financing activities of $71.3 million for the six months ended June 30, 2025 consisted primarily of the proceeds from the issuance and sale of common stock, pre-funded warrants and warrants in the 2025 PIPE.
Contractual Obligations and Commitments
Our contractual obligations as of June 30, 2026 have not materially changed since December 31, 2025. Please see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding our contractual obligations and commitments.
Smaller Reporting Company Status
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company if (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter, or (2) our annual revenues in our most recent fiscal year completed before the last business day of our second fiscal quarter are less than $100 million and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter.
Recent Accounting Pronouncements
Please see Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent they have been made, of their potential impact on our unaudited condensed consolidated financial statements.
Impact of Inflation
Inflation has increased and is expected to continue to increase for the near future. Inflation generally affects us by increasing our labor costs, research and clinical trial costs. While we do not believe that inflation has had a material effect on our financial condition and results of operations during the periods presented, it may result in increased costs in the foreseeable future and adversely affect our business and financial condition. In addition, inflation may cause us to experience greater uncertainty in general economic conditions and additional volatility in the market price of our common stock. If these conditions worsen or do not improve, our ability to raise capital and our stockholders’ ability to sell their shares will be adversely affected.
Impact of Tariffs
The current presidential administration has issued multiple executive orders directing the United States to impose new tariffs on imports from multiple nations. Our contract manufacturing organization is located in the United Kingdom and Switzerland for the manufacture and supply of our drug substance and drug projects. We are currently evaluating the potential impact of tariffs on our business. For a further discussion of the potential impact of tariffs on our business please see Part II, Section 1A. Risk Factors – “International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.”