Protalix BioTherapeutics Inc.

03/18/2026 | Press release | Distributed by Public on 03/18/2026 05:13

Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand our results of operations and financial condition. The MD&A is provided as a supplement to, and should be together with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, include forward-looking statements that involve risks and uncertainties. You should read "Risk Factors" in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a commercial stage biopharmaceutical company focused on the discovery, development, production and commercialization of innovative therapeutics for rare diseases with significant unmet needs. We are the first and only company to gain FDA approval of a protein produced through plant cell-based expression in suspension. ProCellEx®, our unique, proprietary plant cell-based protein expression system represents a new method for developing recombinant proteins in an industrial-scale manner.

Our corporate strategy includes development of treatments for rare and orphan diseases. To execute on the strategy, we are turning our focus to new, early-stage product candidates that treat indications for which there are high unmet needs in terms of efficacy and safety, including renal diseases. We believe our treatments of interest will address both genetic and non-genetic diseases. We currently intend to use our ProCellEx platform and PEGylation capabilities, as well as other modalities such as small molecules and antibodies, to take advantage of highly innovative opportunities. We are also exploring novel platform technologies.

Consistent with this strategy. we are developing PEGylated uricase, or PRX-115, for the treatment of uncontrolled gout, Long Acting (LA) DNase I, or PRX-119, for the treatment of NETs-related diseases, and a number of other technologies and preclinical assets. We have completed a Phase 1 First-in-Human clinical trial of PRX-115. Currently, we are actively recruiting for, and the first patients have been randomized in the RELEASE study, a Phase 2 clinical trial of PRX-115 for the treatment of uncontrolled gout.

To date, we have successfully developed two commercial ERTs: Elelyso® (taliglucerase alfa) for the treatment of adult patients and children four years of age and older with Gaucher disease and Elfabrio® (pegunigalsidase alfa) for the treatment of adult patients with a confirmed diagnosis of Fabry disease.

Our first product, Elelyso, an ERT for the treatment of patients with Gaucher disease, was first approved by the FDA in May 2012 and is now approved for marketing in more than 40 markets including Brazil, Israel and others. It is not approved for marketing in the EU. We have granted the marketing rights to Elelyso globally, excluding Brazil, to Pfizer through an exclusive licensing agreement. We maintain the distribution rights to Elelyso in Brazil, where it is currently marketed as BioManguinhos alfataliglicerase, through the Brazil Agreement. In 2025, we generated $18.2 million from sales of Elelyso to Pfizer and $11.1 million from sales of BioManguinhos alfataliglicerase to the Brazilian MoH.

Elfabrio, our second commercial product, an ERT for the treatment of Fabry disease, was approved by the EC for marketing in the EU and by the FDA for marketing in the United States in May 2023 for adult patients. Both approvals cover the 1 mg/kg E2W dosage. Subsequently, it has been approved in more than 10 additional markets. Commercialization of Elfabrio is governed by the Chiesi Agreements. In 2025, we generated $22.5 million from sales of Elfabrio to Chiesi.

On March 5, 2026, the EC ratified the CHMP positive opinion issued in January 2026. The EC decision approves, in the EU, the 2 mg/kg E4W dosing regimen for Elfabrio in Fabry disease adult patients stable with an ERT treatment.

We continuously evaluate potential strategic marketing partnerships as well as collaboration programs with biotechnology and pharmaceutical companies and academic research institutions. Except with respect to Elfabrio and Elelyso, we hold the worldwide commercialization rights to our other proprietary development candidates.

Our product pipeline currently includes, among other candidates:

(1) PRX-115, our plant cell-expressed recombinant PEGylated uricase (urate oxidase) - a chemically modified enzyme to treat uncontrolled gout; and
(2) PRX-119, our plant cell-expressed PEGylated recombinant human DNase I product candidate which we have designed for long and customized systemic circulation in the bloodstream for NETs-related diseases.

Obtaining marketing approval with respect to any product candidate in any country is dependent on our ability to implement the necessary regulatory steps required to obtain such approvals, and demonstrate the safety and efficacy of its product candidates. We cannot reasonably predict the outcome of these activities.

We have completed a Phase 1 First-in-Human clinical trial of PRX-115. This study included 64 adult male and female subjects in a dose escalation design with eight sequential dosing cohorts, each composed of eight subjects (six active and two placebo) which is now complete. The results are summarized in Item 1 of this annual report on Form 10-K. Currently, we are actively recruiting patients for, and the first patients have been randomized in, the RELEASE study.

On February 27, 2023, we entered into that certain At The Market Offering Agreement, as may be amended from time to time, or the 2023 Sales Agreement, with H.C. Wainwright & Co., LLC, as our sales agent, or the Agent, for the sale of up to $20.0 million of our common stockfrom time to time. Subsequently, on March 17, 2025, we entered into an amendment to the 2023 Sales Agreement pursuant to which the aggregate gross sales price of shares of common stock available for sale under the 2023 Sales Agreement was increased by $20.0 million. As of December 31, 2025, approximately $15.7 million in shares of common stock remain available to be sold under the 2023 Sales Agreement.

Under each of the Chiesi Agreements, Chiesi made an upfront payment to Protalix Ltd. of $25.0 million in connection with the execution of each agreement and Protalix Ltd. received additional payments of $25.0 million under the Chiesi Ex-US Agreement, and $20.0 million under the Chiesi US Agreement, to cover pegunigalsidase alfa development costs, all of which have been received in full. Protalix Ltd. currently remains eligible to receive additional payments of up to a maximum of $270.0 million, in the aggregate and including the $25.0 million currently payable, subject to the satisfaction of certain regulatory and commercial milestones under the Chiesi Ex-US Agreement. Under the Chiesi US Agreement, Protalix Ltd. currently remains eligible to receive additional payments of up to a maximum of $740.0 million, in the aggregate, subject to the satisfaction of certain regulatory and commercial milestones. Following the approval of Elfabrio by the FDA, we received a milestone payment equal to $20.0 million.

Under the terms of the Chiesi Agreements, Chiesi is solely responsible for the global commercialization and medical programs of Elfabrio, including patient acquisition and retention, and distribution of Elfabrio to patients. We manufacture Elfabrio drug substance and, after the fill\finish process is complete, we sell the resulting drug product to Chiesi. Operationally, Chiesi conducts its own internal commercial forecasting to guide inventory needs. To date, Chiesi has placed bulk orders for Elfabrio. As a result, the orders we receive from Chiesi may not be timed precisely to Chiesi's pace of patient acquisition and retention. Accordingly, our sales of Elfabrio to Chiesi may not reflect patient demand for Elfabrio as we sell the fulfilled orders to Chiesi's inventory. In addition, on a period-to-period basis, there may be variations in the orders placed by Chiesi resulting in variability in our period-to-period results as we, in turn, recognize revenues from sales of Elfabrio upon delivery of the drug product to Chiesi. There may be periods during which no orders are placed by Chiesi, whether as a result of inventory de-stocking or other factors. We do not anticipate that these Chiesi ordering patterns will change until the demand characteristics for Elfabrio stabilize, the launch of Elfabrio matures and Elfabrio's share of the market for Fabry disease treatment increases globally. The consideration for Protalix Ltd. is based on the drug product supplied to Chiesi and the average selling price of the drug product in each relevant territory multiplied by payments as described in the relevant agreement. Under the Chiesi Ex-US Agreement, the price payable to us for drug product supplied is based on a range of 15% to 35% of the average selling price of the drug product in the applicable territory, and, under the Chiesi US Agreement, such price is based on a range of 15% to 40% of the average selling price of the drug product in the United States.

Since its approval by the FDA, Elelyso has been marketed by Pfizer. In October 2015, Protalix Ltd. and Pfizer entered into the Amended Pfizer Agreement, pursuant to which we sold to Pfizer our share in the collaboration created under our original agreement with Pfizer for the commercialization of Elelyso. As part of the sale, we agreed to transfer our rights

to Elelyso in Israel to Pfizer while gaining full rights to it in Brazil. Under the Amended Pfizer Agreement, Pfizer is entitled to all of the revenues, and is responsible for 100% of expenses globally for Elelyso, excluding Brazil where we are responsible for all expenses and retain all revenues.

On June 18, 2013, we entered into the Brazil Agreement. Fiocruz's purchases of BioManguinhos alfataliglicerase to date under such agreement have been significantly below certain agreed-upon purchase milestones and, accordingly, we have the right to terminate the Brazil Agreement. Notwithstanding the termination right, we are, at this time, continuing to supply BioManguinhos alfataliglicerase to Fiocruz and patients continue to be treated with BioManguinhos alfataliglicerase in Brazil.

Our sales of Elelyso to Pfizer and Fiocruz are made at a fixed price directly to Pfizer and Fiocruz who maintain product in inventory, and we recognize revenue from those sales upon delivery. As with the sales to Chiesi, the timing of such sales does not directly reflect patient demand and, on a period-to-period basis, there may be variations in the orders placed by each of Pfizer and Fiocruz resulting in variability in our period-to-period results. There may be periods during which no orders are placed by either Pfizer or Fiocruz, whether as a result of inventory de-stocking or other factors.

Because our operations are conducted in the State of Israel, the business and operations may be directly affected by economic, political, geopolitical and military conditions in Israel. Since October 2023, Israel has suffered from missile and other similar attacks and has been engaged in military activity on a number of fronts, including with the Hamas in the Gaza Strip, Hezbollah in Lebanon, Iran, the Houthis terrorist group that controls parts of Yemen, and others, and both civilian and military targets in Israel have been attacked. Such clashes may escalate in the future into a greater regional conflict. In October 2025, Israel and Hamas entered into a ceasefire agreement intended to permanently end the war between Israel and Hamas. However, there are no assurances regarding continued compliance with such agreement. While the conflict created and continues to create heightened security concerns, disruptions to business operations, and economic instability within Israel, the ceasefire may contribute to improved regional stability. However, the security situation remains fluid and any renewed military actions, restrictions, or government-imposed measures could have a material adverse effect on our business, results of operations, and financial condition. On February 28, 2026, the US and Israeli militaries commenced air-based campaigns in Iran which have resulted in a larger regional event and has resulted in increased missile and similar attacks on civilian and military targets in Israel and in other countries in the region. This has resulted in global security concerns that may result in a greater or lasting regional conflict The security situation remains fluid and any renewed military actions, restrictions, or government-imposed measures could adversely affect our business, operations, and financial condition. Our facilities are deemed an "essential enterprise" which means they operate or can be operated for the purposes of state defense or public security or for the maintenance of essential supplies or services, allowing us to maintain operations during emergencies. We have elected to store manufactured drug substance in multiple locations, both within and outside of Israel, to mitigate the risk of loss. As of the issuance of these financial statements, the impact of the military action has not had an adverse effect on our operations. See "Risk Factors-Significant parts of our operations are located in Israel and, therefore, our results may be adversely affected by political, economic, and military conditions in Israel."

We believe that our cash and cash equivalents and short-term bank deposits as of December 31, 2025 are sufficient to satisfy our capital needs for at least 12 months from the date that these financial statements are issued.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements appearing at the end of this Annual Report on Form 10-K. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.

The discussion and analysis of our financial condition and results of operations is based on our financial statements, which we prepared in accordance with U.S. generally accepted accounting principles. The preparation of these 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 financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on 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 from these estimates under different assumptions or conditions.

Revenue Recognition

Our primary sources of revenues include our sales of drug product to Chiesi under the Chiesi Agreements, of BioManguinhos alfataliglicerase to Brazil and of drug substance to Pfizer under our Amended Pfizer Agreement. For a discussion of our accounting treatment for revenue recognition, see Note 1(t) to our consolidated financial statements.

Income Taxes

We estimate the degree to which deferred tax assets will result in a benefit, after consideration of all positive and negative evidence, and provide a valuation allowance for deferred tax assets that we believe more likely than not will not be realized. In situations in which we are able to determine that our deferred tax assets will be realized, that determination generally relies on future reversals of taxable temporary differences and expected future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. We reassess our valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, we reverse the related valuation allowance. The tax valuation allowance totaled approximately $50.4 million at December 31, 2025 (see Note 12to our consolidated financial statements for additional information). Should our actual future taxable income by tax jurisdiction vary from estimates, additional allowances or reversals thereof may be necessary.

Significant judgment is required in evaluating our uncertain tax positions. In evaluating the exposure associated with our various tax filing positions, we record reserves for uncertain tax positions in accordance with U.S. GAAP based on the technical support for the positions and our past audit experience with similar positions. For those tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. We believe our tax positions comply with applicable tax laws and we intend to defend our positions, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax reserves and accruals. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Uncertain tax position totaled approximately $0.8 million at December 31, 2025 (see Note 12to our consolidated financial statements for additional information).

Research and Development Expense

We expect our research and development expense to remain our primary expense in the near future as we continue to develop PRX-115 and our product candidates. Research and development expense consists of:

internal costs associated with research and development activities, in particular with respect to the RELEASE study;
payments made to third-party contract research organizations, investigative/clinical sites, and consultants;
manufacturing development costs;
personnel-related expenses, including salaries, benefits, travel, and related costs for the personnel involved in research and development;
activities relating to the advancement of product candidates through preclinical studies and clinical trials; and
facilities and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, as well as laboratory and other supplies.

The following table identifies our current major research and development projects:

Project

​ ​ ​

Status

​ ​ ​

Expected Near Term Milestones

PRX-115 - PEGylated Uricase

Phase I (completed)

Completion of enrollment in the RELEASE study

PRX-119 - Long Acting DNase I

Preclinical

IND-enabling studies

Secarna - novel ASO therapies

Discovery

Lead identification

We anticipate incurring increasing costs in connection with the continued development of PRX-115 and PRX-119 and in the expansion of our pipeline. Our internal resources, employees and infrastructure are not tied to any individual research project and are typically deployed across all of our projects. We currently do not record and maintain research and development costs per project.

At this time, due to the inherently unpredictable nature of preclinical and clinical development processes and given the early stage of our preclinical product development programs, we are unable to estimate with any certainty the costs we will incur in the continued development of the product candidates in our pipeline for potential commercialization. Clinical development timelines, the probability of success and development costs can differ materially from expectations. Our future research and development expenses for our product candidates will depend on the preclinical and clinical success of each product candidate, as well as ongoing assessments of each product candidate's commercial potential. In addition, we cannot forecast with any degree of certainty which product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements. See "Risk Factors-We may not obtain the necessary U.S., EMA, or other worldwide regulatory approvals to commercialize our drug candidates in a timely manner, if at all, which would have a material adverse effect on our business, results of operations and financial condition."

We expect our research and development expenses to continue to be our primary expense in the future as we continue the advancement of our clinical trials and preclinical product development programs for our product candidates, in particular with respect to the RELEASE study. The lengthy process of completing clinical trials and seeking regulatory approvals for our product candidates requires expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expense to increase and, in turn, have a material adverse effect on our operations. Due to the factors set forth above, we are not able to estimate with any certainty when we would recognize any net cash inflows from our projects. See "Risk Factors-Preclinical and clinical trials are very expensive, time-consuming and difficult to design and implement and may result in unforeseen costs, which may have a material adverse effect on our business, results of operations, and financial condition."

Results of Operations

The following table sets forth certain statements of operations data:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

2025

REVENUES FROM SELLING GOODS

$

40,418

$

52,981

$

51,802

REVENUES FROM LICENSE AND R&D SERVICES

25,076

418

942

TOTAL REVENUE

65,494

53,399

52,744

COST OF GOODS SOLD

(22,982)

(24,319)

(26,993)

RESEARCH AND DEVELOPMENT EXPENSES

(17,093)

(12,970)

(19,569)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

(14,959)

(12,193)

(11,682)

OPERATING INCOME (LOSS)

10,460

3,917

(5,500)

FINANCIAL EXPENSES

(3,180)

(1,062)

(1,191)

FINANCIAL INCOME

1,286

1,299

1,083

FINANCIAL INCOME (EXPENSES), NET

(1,894)

237

(108)

INCOME (LOSS) BEFORE TAXES ON INCOME

8,566

4,154

(5,608)

TAXES ON INCOME

(254)

(1,222)

(996)

NET INCOME (LOSS)

8,312

2,932

(6,604)

Year ended December 31, 2025 Compared to the Year Ended December 31, 2024

Revenues from Selling Goods

Revenues from selling goods consisted of the following:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Pfizer

$

12,522

$

12,617

$

18,227

$

5,610

$

95

Fiocruz

10,401

11,031

11,062

31

630

Chiesi

17,495

29,333

22,513

(6,820)

11,838

Total revenues from selling goods

40,418

52,981

51,802

(1,179)

12,563

Revenues from selling goods for the year ended December 31, 2025 reflects a decrease of 2%, compared to revenues from selling goods for the year ended December 31, 2024. The decrease in revenues recorded from sales to Chiesi for the year ended December 31, 2025 resulted primarily from a change in the average net selling price of drug product in the applicable territory as well as changes in the quantities sold to Chiesi's inventory. The increase in revenues recorded from sales to Pfizer resulted primarily from increased purchases of Elelyso by Pfizer to address unexpected manufacturing issues on their end.

Revenues from License and R&D services

Revenues from license and R&D services were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Revenues from license and R&D services

$

25,076

$

418

$

942

$

524

$

(24,658)

Revenues from license and R&D services for the year ended December 31, 2025 represent a 125% increase compared to revenues for the year ended December 31, 2024. Revenues from license and R&D services are comprised primarily of revenues we recognized in connection with the Chiesi Agreements. Other than potential regulatory milestone payments that may become payable, we expect to generate minimal revenues from license and R&D services.

Cost of Goods Sold

Cost of goods sold were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Cost of goods sold

$

22,982

$

24,319

$

26,993

$

2,674

$

1,337

Cost of goods sold for the year ended December 31, 2025 represents an increase of 11%, compared to cost of goods sold for the year ended December 31, 2024. The increase in cost of goods sold was primarily the result of an increase in sales to Pfizer and Fiocruz (Brazil) partially offset by a decrease in sales to Chiesi.

Research and Development Expenses

Research and development expenses were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Salary and related expenses

$

7,758

$

7,068

$

9,696

$

2,628

$

(690)

Subcontractor-related expenses

6,345

2,432

5,631

3,199

(3,913)

Materials-related expenses

596

885

1,288

403

289

Other expenses

2,394

2,585

2,954

369

191

Total research and development expenses

17,093

12,970

19,569

6,599

(4,123)

Total increase in research and developments expenses for the year ended December 31, 2025 represent a 51% increase, compared to research and developments expenses for the year ended December 31, 2024. The increase in research and development expenses resulted primarily from preparations for the RELEASE study.

We expect to continue to incur significant, increasing research and development expenses as we progress with the RELEASE study and commence more advanced stages of preclinical and clinical trials for certain of our other product candidates.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

SG&A expenses

$

14,959

$

12,193

$

11,682

$

(511)

$

(2,766)

Selling, general, and administrative expenses for the year ended December 31, 2025 represent a 4% decrease compared to selling, general, and administrative expenses for the year ended December 31, 2024. The decrease resulted primarily from a decrease in share-based compensation.

Financial Expenses and Income, Net

Financial expenses and income, net were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Financial expenses (income), net

$

1,894

$

(237)

$

108

$

345

$

(2,131)

The difference from financial expenses, net for the year ended December 31, 2025 compared to financial income, net for the year ended December 31, 2024 resulted primarily from approximately $1.3 million exchange rate costs partially offset by approximately $1.0 million lower notes interest expenses due to the September 2024 repayment in full of all

the outstanding principal and interest payable under the 2024 senior secured convertible promissory notes, or the 2024 Notes.

Taxes on Income (Tax Benefit)

Income taxes (tax benefit) were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Income taxes

$

254

$

1,222

$

996

$

(226)

$

968

Income taxes recorded for the year ended December 31, 2025 represent an 18% decrease compared to income taxes for the year ended December 31, 2024. The tax expenses resulted primarily from taxes on income mainly derived from global intangible low-taxed income resulting primarily from limitations under IRC Section 174. On July 4, 2025, tax reform legislation was enacted in the United States through the passage of H.R.1, The One Big Beautiful Bill Act, which includes significant corporate tax changes, including a restoration of the current deductibility of domestic research expenditures beginning in 2025 under Section 174A, with transition options for previously capitalized amounts. Foreign research expenditures continue to require capitalization subject to the mandatory 15-year amortization period under existing IRC Section 174. We implemented the permitted transition options.

Year ended December 31, 2024 Compared to the Year Ended December 31, 2023

For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, see Management's Discussion and Analysis of Financial Condition and Results of Operationsincluded in our Annual Report on Form 10-K for the year ended December 31, 2024.

Liquidity and Capital Resources

Our sources of liquidity include our cash balances and bank deposits. At December 31, 2025, we had $30.3 million in cash and cash equivalents and short-term bank deposits. In September 2024, we satisfied the outstanding principal and accrued interest under the 2024 Notes with a cash payment of approximately $21.2 million which was available primarily from the withdrawal of short-term deposits. We have primarily financed our operations through sales proceeds, equity and debt financings, business collaborations, and grants funding.

During the year ended December 31, 2025, we sold, in the aggregate, 2,775,215 shares of common stock under the 2023 Sales Agreement. We generated gross proceeds equal to approximately $7.0 million in connection with such sales. All such sales were effected during the first half of 2025. In addition, during the first quarter of the year ended December 31, 2025, we issued 908,000 shares of our common stock in connection with the exercise of warrants issued in 2020 generating proceeds equal to approximately $2.1 million. The warrants expired on March 11, 2025. Accordingly, no warrants remain outstanding.

During the year ended December 31, 2024, we raised gross proceeds equal to approximately $3.8 million from the sale, in the aggregate, of 2,216,692 shares of our common stock under our ATM program.

Cash Flows

Our cash flows for each of the years ended December 31, 2025 and 2024 were as follows:

Year ended December 31,

(U.S. dollars in thousands)

​ ​ ​

2023

​ ​ ​

2024

​ ​ ​

2025

​ ​ ​

2025 vs. 2024

​ ​ ​

2024 vs. 2023

Net cash provided by (used in) operating activities

$

(1,318)

$

8,674

$

(11,993)

$

(20,667)

$

9,992

Net cash provided by (used in) investing activities

$

(16,711)

$

4,221

$

(2,366)

$

(6,587)

$

20,932

Net cash provided by (used in) financing activities

$

24,666

$

(16,794)

$

9,326

$

26,120

$

(41,460)

Net cash used in operations was $12.0 million for the year ended December 31, 2025. The net loss for the year ended December 31, 2025 of $6.6 million was increased by a $5.9 million increase in accounts receivable-trade and other assets and a $4.5 million increase in inventories, and was offset by $2.3 million in share-based compensation and $1.5 million in depreciation.

Net cash used in investing activities for the year ended December 31, 2025, was $2.4 million and consisted of $1.6 million purchase of property and equipment, $0.7 million increase in restricted deposit and $5.0 million investment in bank deposit offset by $5.0 million deposit withdrawal.

Net cash provided by financing activities for the year ended December 31, 2025, was $9.3 million and consisted of $6.8 million proceeds from issuance of Common Stock under the Sales Agreement, net and $2.5 million from the exercise of warrants and options.

Net cash provided by operations was $8.7 million for the year ended December 31, 2024. The net income for the year ended December 31, 2024,of $2.9 million was increased by a $0.7 million increase in accounts payable and accruals, a $2.3 million decrease in accounts receivable-trade and other assets, $3.3 million in share-based compensation and $1.3 million in depreciation, partially offset by a $2.2 million increase in inventories.

Net cash provided by investing activities for the year ended December 31, 2024,was $4.2 million and consisted primarily of $20.4 million in proceeds from the sale of deposits partially offset by $15.0 million in bank deposits and a $1.3 million purchase of property and equipment.

Net cash used in financing activities for the year ended December 31, 2024was $16.8 million representing the $20.4 million payment of the outstanding principal under our 2024 Notes which matured in September 2024, partially offset by $3.6 million from the sale of common stock under our ATM program.

Future Funding Requirements

Since our inception, we have incurred significant research and development expenditures which have not been offset by revenues. We have not generated significant revenues from sales of Elelyso or Elfabrio. We have generated operating losses from our continuing operations since our inception although the revenues generated in the years ended December 31, 2023 and 2024 exceeded our expenditures for the same periods.

As the 2024 Notes were paid in full during the year ended December 31, 2024, we are no longer subject to the financial limitations related to such notes.

As we increase our research and developments efforts with respect to our current and future product candidates, we expect to continue to incur significant expenditures. We cannot anticipate the costs or the timing of the occurrence of such costs. Although we expect the revenues generated from the sales of Elfabrio and Elelyso will increase, such revenues may not be sufficient to fund the expenditures. To the extent we need to obtain additional financing in excess of such anticipated revenues, it may be difficult for us to do so given the volatility of the price of our Common Stock. Currently, our material cash needs include, among other expenses, (i) costs of preclinical and clinical trials, in particular

those of our RELEASE study, (ii) employee salaries, (iii) payments for rent and operation of our manufacturing facilities, (iv) fees to our consultants and legal advisors, patent advisors, and fees for service providers in connection with our research and development efforts, (v) expansion of addition manufacturing space within our current facility, and (vi) tax payments. We believe that the funds currently available to us are sufficient to satisfy our capital needs for at least 12 months from the date this report is issued.

As discussed above, we may be required to raise additional capital to develop our product candidates and continue research and development activities. Our ability to raise capital, and the amounts of necessary capital, will depend on many other factors, including:

the duration and cost of discovery and preclinical development and laboratory testing and clinical trials for our product candidates;
Chiesi's progress in commercializing Elfabrio;
our progress in commercializing BioManguinhos alfataliglicerase in Brazil;
the timing and outcome of regulatory review of our product candidates;
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights; and
the costs associated with any litigation claims.

We expect to finance our future cash needs through sales of Elfabrio and Elelyso, corporate collaborations, licensing or similar arrangements, public or private equity offerings and/or debt financings. We currently do not have any commitments for future external funding, except with respect to the milestone payments that may become payable under the Chiesi Agreements.

Contractual obligations

Our contractual obligations include operating lease obligations, purchase obligations, certain clinical contracts, and the liability for employee rights upon retirement.

We lease certain assets under operating leases which are currently in effect until December 31, 2031 with up to four five-year automatic extensions at our discretion. The leases relate primarily to office, laboratory and manufacturing space and vehicles used by our employees. Our aggregate future minimum commitments under these facility and vehicles leases over the next five fiscal years is approximately $1.7 million as of December 31, 2025.

As of December 31, 2025, we are subject to open purchase orders issued to certain suppliers and other vendors mainly in connection with our outstanding research and development and manufacturing activities of approximately $11.2 million over the next five fiscal years.

We have a contractual obligation of approximately $17.7 million as of December 31, 2025 payable over the fiscal year ending December 31, 2025 in connection with contractual arrangements we enter into in the normal course of business with CROs, CMOs and other clinical providers and consultants for clinical trials, preclinical and other research studies and manufacturing services in connection with our primary product development process. These contracts do not contain minimum purchase commitments and are cancelable by us upon prior notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancelable obligations of our service providers, up to the date of cancellation.

As of December 31, 2025, we had a contractual obligation of approximately $0.7 million for employee rights upon retirement.

We are also party to certain research and license agreements. If all of the contingencies with respect to milestone payments under our research and license agreements are met, as of December 31, 2025, the aggregate milestone

payments payable would be approximately $8.4 million, and would be payable, if at all, as our projects progress over the course of a number of years. The royalty payments payable by our company in connection with sales of each of our product candidates, if any, shall not exceed low, single-digit percentages of net sales of the relevant product.

Effects of Currency Fluctuations

Currency fluctuations could affect us through increased or decreased acquisition costs for certain goods and services. For the year ended December 31, 2025, the currency fluctuations were expenses of $1.2 million.We do not believe currency fluctuations have had a material effect on our results of operations during the years ended December 31, 2023 or 2024

Recently Issued Accounting Pronouncements

Certain recently issued and recently adopted accounting pronouncements are discussed in Note 1(t) of the financial statements included in Item 8 of this Annual Report on Form 10-K.

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