Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited condensed consolidated financial statements and notes and 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, 2024, filed with the SEC on February 27, 2025. As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024.
Business overview
We are a clinical-stage biopharmaceutical company dedicated to delivering on the promise of targeted protein degradation, or TPD, science to create a new generation of small-molecule medicines that transform patients' lives. By leveraging our proprietary TORPEDO platform, we have the capability to efficiently design and optimize small molecule protein degraders that are highly active against their desired targets by harnessing the body's natural process for destroying unwanted proteins.
Our most advanced product candidate, cemsidomide, is an orally bioavailable MonoDAC degrader of protein targets called IKZF1 and IKZF3. Cemsidomide is currently in clinical development for multiple myeloma, or MM, and non-Hodgkin lymphoma, or NHL. The United States Food and Drug Administration, or FDA, has granted orphan drug designation to cemsidomide for the treatment of MM. In September 2025, we shared data from the Phase 1 trial in MM, demonstrating that cemsidomide in combination with dexamethasone in MM was generally well-tolerated over the range of doses tested, led to robust IKZF1/3 degradation and T-cell activation, and showed compelling anti-myeloma activity, as measured by overall response rate and clinical benefit rate. This data is consistent with cemsidomide's profile from the previous data we shared in December 2024, as well as prior MM monotherapy data showing that cemsidomide activated immune cells at clinically relevant doses. In December 2024, we also shared Phase 1 data evaluating cemsidomide as a monotherapy in NHL that demonstrated a well-tolerated profile and compelling anti-lymphoma activity in NHL and in peripheral T-cell lymphoma, or PTCL, as measured by overall response rate and complete metabolic response rate. We are prioritizing cemsidomide development in MM. We expect to initiate the next phase of cemsidomide development in MM in 2026, including a Phase 1b trial in combination with elranatamab that we will conduct pursuant to the Pfizer Agreement, and a registrational Phase 2 trial with cemsidomide in combination with dexamethasone.
CFT1946 is an orally bioavailable BiDAC degrader designed to be potent and selective against BRAF V600 mutant proteins to treat melanoma, colorectal cancer, or CRC, and other malignancies that harbor V600 mutations. In preclinical studies, CFT1946 has demonstrated the ability to cross the blood-brain barrier with Kp,uu, values ranging from 0.34 to 0.88, an important feature as a portion of patients with BRAF V600 mutant solid tumors develop brain metastases. In September 2024, we presented initial monotherapy data from the ongoing Phase 1/2 trial, which demonstrated that CFT1946 was well tolerated with initial signs of anti-tumor activity across all dose levels. We have made the decision not to advance CFT1946 beyond the Phase 1 trial.
CFT8919 is an orally bioavailable, allosteric, mutant-selective BiDAC degrader of epidermal growth factor receptor, or EGFR, with an L858R mutation in non-small lung cancer, or NSCLC. In May 2023, we entered into a license and collaboration agreement with Betta Pharma to collaborate on the development and commercialization of CFT8919 in mainland China, Hong Kong SAR, Macau SAR and Taiwan, with us retaining rights to develop and commercialize CFT8919 in the rest of the world. In November 2024, Betta Pharma initiated a Phase 1 clinical trial in NSCLC patients with the EGFR L858R mutation in Greater China. The Phase 1 clinical trial is ongoing, and data generated from this trial will inform our ex-China clinical development strategy.
Beyond these product candidates, we are further diversifying our pipeline by developing new degraders in therapeutic areas in and beyond oncology for our own proprietary pipeline and in collaboration with MKDG and Roche.
Recent Developments
In September 2025, we entered into a clinical trial collaboration and supply agreement with Pfizer Inc., or Pfizer. Under the terms of the agreement, Pfizer will supply elranatamab (ELREXFIO®), a B-cell maturation antigen CD3 targeted bispecific
antibody (BCMAxCD3 bispecific, at no cost for our Phase 1b trial with cemsidomide and we will share data from that trial with Pfizer.
In October 2025, we entered into the Underwriting Agreement, with the Underwriters, related to the Offering, of (i) 21,896,000 shares of Common Stock, (ii) in lieu of Common Stock to certain investors, the Pre-Funded Warrants in an aggregate of 28,712,500 shares, (iii) and accompanying Class A and Class B Warrants to purchase an aggregate of 50,608,500 shares of Common Stock (or pre-funded warrants in lieu thereof) in each tranche. Each share of Common Stock was offered and sold together with accompanying Class A and Class B Warrants each exercisable for one share of Common Stock at a combined offering price of $2.47 per Share and accompanying Class A and Class B Warrants, and each Pre-Funded Warrant was offered and sold together with accompanying Class A and Class B Warrants at a combined offering price of $2.4699 per Pre-Funded Warrant and accompanying Class A and Class B Warrants. We received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $117.0 million. If all Warrants are exercised, the aggregate gross proceeds to us from the Offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be $341.7 million.
Financial operations overview
Revenues
To date, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products for the foreseeable future. Our revenues to date have been generated through research collaboration and license agreements. We recognize revenue over the expected performance period under each agreement. We expect that our revenue for the next several years will be derived primarily from our current collaboration agreements and any additional collaborations that we may enter into in the future. To date, we have not received any royalties under any of our existing collaboration agreements.
For a description of our collaboration agreements with Roche, Biogen, Betta Pharma, Merck and MKDG, please see Note 8, Collaboration and license agreements, to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Research and development expenses
Research and development expenses consist primarily of costs incurred for our research activities, including our discovery efforts, and the development of our product candidates, and include:
•salaries, benefits, and other related costs, including stock-based compensation expense, for personnel engaged in research and development functions;
•expenses incurred under agreements with third parties, including contract research organizations and other third parties that conduct research, preclinical, and clinical activities on our behalf as well as third parties that manufacture our product candidates for use in our preclinical and clinical trials;
•cost of outside consultants, including their fees and related travel expenses;
•costs of laboratory supplies and acquiring materials for preclinical studies and clinical trials;
•facility-related expenses, which include direct depreciation costs of equipment and allocated expenses for rent and maintenance of facilities and other operating costs; and
•third-party licensing fees.
We expense research and development costs as incurred. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to us by our vendors. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected in our condensed consolidated financial statements as prepaid or accrued research and development expenses. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed.
We expect that our research and development expenses will continue to increase substantially in connection with our planned preclinical and clinical development activities.
General and administrative expenses
General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in our executive, finance, legal, business development, and administrative functions. General
and administrative expenses also include legal fees relating to corporate matters; professional fees for accounting, auditing, tax, and consulting services; insurance costs; travel expenses; and facility-related expenses, which include direct depreciation costs and allocated expenses for rent and maintenance of facilities and other operating costs.
We expect that our general and administrative expenses will potentially increase in the future to support increased research and development activities. These increases will likely include higher costs related to the hiring of additional personnel; fees to outside consultants, lawyers and accountants; and investor and public relations costs.
Other income, net
Other income, net primarily consists of the following:
•interest income earned on our cash, cash equivalents, and marketable securities and accretion of discount on marketable securities.
Results of operations
Comparison of the three and nine months ended September 30, 2025 and 2024
Revenue
Revenue from our collaboration and license agreements consisted of the following for the three and nine months ended September 30, 2025 and 2024 (in thousands):
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2025
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2024
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2025
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2024
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Revenue from collaboration agreements:
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MKDG Agreement
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$
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3,360
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$
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2,368
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$
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9,941
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$
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4,317
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Merck Agreement
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3,842
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1,684
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6,020
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3,431
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Betta Pharma Agreement
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27
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2,896
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541
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2,896
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Roche Agreement
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2,001
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414
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6,429
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2,865
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Biogen Agreement
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2,000
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8,000
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2,000
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16,898
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Total revenue from collaboration agreements
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$
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11,230
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$
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15,362
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$
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24,931
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$
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30,407
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The $4.1 million decrease in revenue in the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 is primarily driven by:
•a $6.0 million decrease in revenue related to the Biogen collaboration, as a $2.0 million milestone was achieved and recognized in full during the third quarter of 2025 whereas an $8.0 million milestone was achieved and recognized in full during the third quarter of 2024; and
•a $2.9 million decrease in revenue related to the Betta collaboration due to higher program activity in the prior year period.
This was offset by:
•a $2.2 million increase in revenue under the Merck Agreement as the Company recognized all of the remaining deferred revenue for the collaboration upon receipt of the notice of termination in September 2025;
•a $1.6 million increase in revenue under the Roche Agreement, as two targets have progressed to the next phase of development in 2025; and
•a $1.0 million increase in revenue under the MKDG Agreement as one target has progressed to the lead series identification achievement phase in 2025.
The $5.5 million decrease in revenue in the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 is primarily driven by:
•a $16.9 million decrease in revenue related to the Biogen collaboration, as the collaboration concluded in March 2024 and a total of $16.0 million of milestones were achieved and recognized in full during 2024, compared to only one $2.0 million milestone was achieved and recognized in full during 2025; and
•a $2.3 million decrease in revenue related to the Betta collaboration as a result of higher program activity in the prior year period.
This was offset by:
•a $5.6 million increase in revenue under the MKDG Agreement which commenced in March 2024;
•a $3.6 million increase in revenue under the Roche Agreement as the two active programs in the collaboration have progressed to the lead series identification achievement phase 2025, and a milestone was earned for each program; and
•a $2.6 million increase in revenue under the Merck Agreement upon receipt of notice of termination in September 2025.
Research and development expenses
The following table summarizes our research and development expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2025
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2024
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2025
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2024
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Research and development expenses:
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Personnel expenses
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$
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8,375
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$
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9,147
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$
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26,869
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$
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25,904
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Preclinical development and discovery expenses
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6,241
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9,582
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19,984
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20,461
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Clinical expenses
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4,963
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7,138
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14,400
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14,506
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Facilities and supplies
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3,923
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2,950
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10,762
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9,336
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Professional fees
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1,347
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1,761
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3,933
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5,282
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Intellectual property and other expenses
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1,140
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1,260
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3,310
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2,635
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Total research and development expenses
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$
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25,989
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$
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31,838
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$
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79,258
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$
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78,124
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The $5.8 million decrease in research and development expenses in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by:
•a $3.3 million decrease in preclinical development and discovery expenses as a result of higher drug development costs in 2024 related to start up costs associated with Betta Pharma's Phase 1 trial of CFT8919,
and
•a $2.2 million decrease in clinical expenses as a result of our completion of the Phase 1 clinical trial of CFT1946.
The $1.1 million increase in research and development expenses in the nine months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by:
•a $1.4 million increase in facilities and supplies as our sublease for a portion of the office and laboratory space in Suite 200 at 490 Arsenal Way, Watertown, Massachusetts ended in June 2025; and
•a $1.0 million increase in personnel expenses related to lower stock-based compensation expense.
This was offset by a $1.3 million decrease in professional fees.
General and administrative expenses
The following table summarizes our general and administrative expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2025
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2024
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2025
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2024
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General and administrative expenses:
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Personnel expenses
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$
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6,158
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$
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8,929
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$
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19,242
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$
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23,912
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Professional fees
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1,469
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1,715
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4,412
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4,773
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Facilities and other expenses
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1,293
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1,124
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3,363
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3,066
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Total general and administrative expenses
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$
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8,920
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$
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11,768
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$
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27,017
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$
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31,751
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The $2.8 million decrease in general and administrative expenses in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by a $2.8 million decrease in personnel expenses related to lower stock-based compensation expense.
The $4.7 million decrease in general and administrative expenses in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily driven by a $4.7 million decrease in personnel expenses related to lower stock-based compensation expense.
Impairment of long-lived assets expense
The $10.7 million increase in impairment of long-lived assets expense for the three and nine months ended September 30, 2025 is a result of our entry into a new sublease agreement n September 2025, which will commence in February 2026 and will result in net negative cash flows over the term of the sublease.
Restructuring expenses
The $2.4 million decrease of restructuring expenses in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is driven by the restructuring activities that occurred and were completed in 2024.
Other income, net
The $1.3 million decrease in other income, net in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 is primarily driven by a $1.3 million decrease in interest and other income resulting from reduced invested balances as cash was used to fund operations, as well as lower interest rates for the three months ended September 30, 2025.
The $3.6 million decrease in other income, net in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily driven by a $3.6 million decrease in interest and other income resulting from reduced invested balances as cash was used to fund operations, as well as lower interest rates for the nine months ended September 30, 2025 compared to the prior year period.
Liquidity and capital resources
Sources of liquidity
Since inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses for the foreseeable future as we advance the preclinical programs and our product candidates through clinical development. We do not currently have any approved products and have never generated any revenue from product sales. To date, we
have financed our operations primarily through the sale of preferred stock, public offerings of our common stock, private placements of our common stock, and through payments from collaboration partners. As of September 30, 2025, we had cash, cash equivalents and marketable securities of approximately $199.8 million.
Cash flows
The following table summarizes our sources and uses of cash for the periods presented (in thousands):
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Nine Months Ended September 30,
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2025
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2024
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Net change in cash, cash equivalents and restricted cash:
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Net cash used in operating activities
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$
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(76,549)
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$
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(47,225)
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Net cash provided by (used in) investing activities
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72,132
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(64,940)
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Net cash provided by financing activities
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7,727
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45,224
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Total net change in cash, cash equivalents and restricted cash
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$
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3,310
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$
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(66,941)
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Operating activities
Net cash used in operating activities for the nine months ended September 30, 2025 was $76.5 million, and was driven primarily by the following uses of cash:
•net loss of $84.5 million;
•$10.2 million decrease in deferred revenue, primarily a result of our advancement of our collaboration programs;
•$8.1 million decrease in accrued expenses and other current liabilities;
•$4.3 million decrease in our operating lease liability; and
•$3.4 million increase in accounts receivable.
These were offset by:
•$3.4 million decrease in prepaid expenses and other assets; and
•non-cash expenses of $30.6 million, which primarily consisted of stock-based compensation expense of $15.1 million and a loss on impairment of long-lived assets of $10.7 million.
Investing activities
Net cash provided by investing activities for the nine months ended September 30, 2025 was $72.1 million, and was driven primarily by $72.7 million of sales and maturities of marketable securities, net of purchases.
Financing activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $7.7 million, and was driven primarily by net proceeds from our 2024 ATM Program.
Funding requirements
Since our inception, we have incurred significant operating losses, and we expect to continue to incur significant expenses and increasing operating losses for the foreseeable future as we advance the preclinical programs and our product candidates through clinical development. In addition, we expect to continue to incur costs associated with operating as a public company.
Specifically, we anticipate that our expenses will increase substantially in the future, if and as we:
•continue our ongoing first-in-human Phase 1/2 trials;
•initiate later-stage development and potential registrational trials for our product candidates;
•advance additional product candidates into preclinical and clinical development;
•continue to invest in our proprietary TORPEDO platform;
•advance, expand, maintain, and protect our intellectual property portfolio;
•hire additional clinical, regulatory, quality, and scientific personnel;
•add operational, financial and management information systems, and personnel to support our ongoing research, product development, potential future commercialization efforts, operations as a public company and general and administrative roles;
•seek marketing approvals for any product candidates that successfully complete clinical trials; and
•ultimately establish a sales, marketing, and distribution infrastructure and scale up external manufacturing capabilities to commercialize any products for which we may obtain marketing approval.
Because of the numerous risks and uncertainties associated with development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital and operating costs associated with our current and anticipated preclinical and clinical development. Our future capital requirements will depend on many factors, including:
•the progress, costs, and results of ongoing and planned first-in-human Phase 1/2 trial for our lead product candidate and any future clinical development of our lead product candidate;
•the scope, progress, costs, and results of preclinical and clinical development for our other product candidates and development programs;
•the number and development requirements of other product candidates that we pursue;
•the progress and success of our existing and any future collaborations with third-party partners, including whether or not we receive additional research support or milestone payments from our existing collaboration partners upon the achievement of milestones;
•the costs, timing, and outcome of regulatory review of our product candidates;
•the costs and timing of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending any intellectual property-related claims;
•our willingness and ability to establish additional collaboration arrangements with other biotechnology or pharmaceutical companies on favorable terms, if at all, for the development or commercialization of current or additional future product candidates;
•the costs and timing of future commercialization activities, including product manufacturing, marketing, sales and distribution, for any of our product candidates for which we receive marketing approval; and
•the revenue, if any, received from commercial sales of our product candidates for which we receive marketing approval.
As a result of the anticipated expenditures described above, we will need to obtain substantial additional financing to support our continuing operations and pursue our long-term business plan. Until such time, if ever, that we can generate substantial revenue from product sales, we expect to finance our cash needs through a combination of equity offerings, private placements of equity securities, debt offerings, collaborations, strategic alliances, and marketing, distribution or licensing arrangements. Although we may receive potential future milestone and royalty payments under our collaborations with Roche, Biogen, Betta Pharma, and MKDG, we do not have any committed external sources of funds as of September 30, 2025.
Adequate additional funds may not be available to us on acceptable terms, or at all. If we are unable to raise capital when needed or on attractive terms, we may be required to delay, limit, reduce or terminate our research, product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
If we raise additional capital through the sale of equity securities, each investor's ownership interest will be diluted, and the terms of any securities we may issue could include liquidation or other preferences that adversely affect the rights of holders of our common stock. Preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as making acquisitions or capital expenditures or declaring dividends.
If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us.
At-the-market equity program
In November 2021, we filed an automatically effective registration statement on Form S-3, or the 2021 Registration Statement, with the SEC that registers the offering, issuance and sale of an unspecified amount of common stock, preferred
stock, debt securities, warrants and/or units of any combination thereof. Simultaneously, we entered into a sales agreement with Cowen and Company, LLC (now known as TD Securities (USA) LLC), as sales agent, to provide for the issuance and sale by us of up to $200.0 million of common stock from time to time in "at-the-market" offerings under the 2021 Registration Statement and related prospectus filed with the 2021 Registration Statement, or the 2021 ATM Program. As of December 31, 2024, a total of 15,318,264 shares of the our common stock at an average purchase price of $5.54 had been sold through the 2021 ATM Program, resulting in net proceeds of $82.3 million. The 2021 ATM expired in November 2024.
In October 2024, we filed a registration statement on Form S-3, or the Registration Statement, with the SEC that became effective on November 13, 2024 and registered the offering, issuance and sale of an unspecified amount of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. Simultaneously, we entered into a sales agreement with TD Securities (USA) LLC, as sales agent, to provide for the issuance and sale by us of up to $200.0 million of common stock from time to time in "at-the-market" offerings under the Registration Statement and related prospectus filed with the Registration Statement, or the 2024 ATM Program. For the three and nine months ended September 30, 2025, a total of 2,950,225 shares of our common stock had been sold through the 2024 ATM Program at an average purchase price of $2.62, resulting in net proceeds of $7.5 million. On October 16, 2025, we terminated the sales agreement prospectus related to the 2024 ATM Program.
Underwritten offering
In October 2025, the Company entered into an underwriting agreement, or the Underwriting Agreement, with Jefferies LLC, TD Securities (USA) LLC and Evercore Group L.L.C., or collectively, the Underwriters, related to an underwritten offering, or the Offering, of (i) 21,895,000 shares, or the Shares, of the Company's common stock, par value $0.0001 per share, or the Common Stock; (ii) in lieu of Common Stock to certain investors, pre-funded warrants to purchase an aggregate of 28,713,500 shares of Common Stock, or the Pre-Funded Warrants; (iii) accompanying Class A warrants to purchase an aggregate of 50,608,500 shares of Common Stock (or pre-funded warrants in lieu thereof), or the Class A Warrants, and together with the Class B Warrants (as defined below), the Class A and Class B Warrants; and (iv) accompanying Class B warrants to purchase an aggregate of 50,608,500 shares of Common Stock (or pre-funded warrants in lieu thereof), or the Class B Warrants, and together with the Pre-Funded Warrants and the Class A Warrants, the Warrants. Each Share was offered and sold together with accompanying Class A and Class B Warrants each exercisable for one share of Common Stock at a combined offering price of $2.47 per Share and accompanying Class A and Class B Warrants, and each Pre-Funded Warrant was offered and sold together with accompanying Class A and Class B Warrants at a combined offering price of $2.4699 per Pre-Funded Warrant and accompanying Class A and Class B Warrants, which represents the per share price of the Common Stock less the $0.0001 per share exercise price for each Pre-Funded Warrant. The purchase price paid by the Underwriters to us was $2.3218 per Share and accompanying Class A and Class B Warrants and $2.3217 per Pre-Funded Warrant and accompanying Class A and Class B Warrants. We received net proceeds from the Offering, after deducting the underwriting discount and commissions and other estimated offering expenses, of approximately $117.0 million. If all Warrants are exercised, the aggregate gross proceeds to us from the Offering, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be $341.7 million.
Contractual obligations
We enter into contracts in the normal course of business with contract manufacturing organizations, contract research organizations, and other vendors to assist in the performance of our research and development activities and other services and products for operating purposes. These contracts generally provide for termination on notice, and therefore are cancellable contracts and not included in the table of contractual obligations and commitments.
During the nine months ended September 30, 2025, except for the minimum rental commitments disclosed in Note 6, Leases, to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there were no significant changes to our contractual obligations and commitments described under "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, 2024.
Critical accounting policies and use of estimates
Our critical accounting policies are those policies that require the most significant judgments and estimates in the preparation of our unaudited condensed consolidated financial statements. We have determined that our most critical accounting policies are those relating to revenue recognition from collaborations, research and development expense recognition, lease liability measurement, and stock-based compensation. There have been no significant changes to our existing critical accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.