Condensed Balance Sheets

Condensed Statements of Operations

Condensed Statements of Comprehensive Income (Loss)

Condensed Statements of Stockholders’ Equity

Condensed Statements of Stockholders’ Equity

Condensed Statements of Cash Flows

Note 1. Organization

Note 2. Summary of Significant Accounting Policies

Fair Value Measurement

Note 3. Fair Value Measurement

Note 4. Accrued Liabilities

Note 5. License Agreements

Note 6. Stockholders' Equity

Common Stock and Non-Voting Common Stock

Note 7. Sanofi Agreement

Note 8. Stock-Based Compensation

Note 9. Restructuring Charges

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39045

IGM Biosciences, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	77-0349194
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Address Not Applicable1	Zip Code Not Applicable1
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 965-7873

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IGMS	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 25, 2025, the registrant had 36,593,204 shares of common stock, $0.01 par value per share, and 23,699,483 shares of non-voting common stock, $0.01 par value per share, outstanding.

1 IGM Biosciences, Inc. (the “Registrant”) terminated its lease agreements for all existing office space. Accordingly, the Registrant does not maintain headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and Securities Act of 1934, as amended, any stockholder communication required to be sent to the Registrant’s principal executive offices may be directed to IGM Biosciences, Inc., 3 East Third Avenue, Suite 200, San Mateo, CA 94401.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Comprehensive Income (Loss)	3
	Condensed Statements of Stockholders’ Equity	4
	Condensed Statements of Cash Flows	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	83
Signatures		84

Table of Contents

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this report are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will” or “would,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about: our ability to successfully consummate the transaction contemplated pursuant to the Merger Agreement (defined below) or, if we are not successful in consummating such transaction, our ability to successfully identify and implement any other strategic alternative; the expected timing of the closing of the transaction contemplated pursuant to the Merger Agreement; the implementation of our strategic plans, including our expectations regarding the 2024 Restructuring (defined below) the January 2025 Restructuring (defined below), and the April 2025 Restructuring (defined below); our expectations regarding the impact of macroeconomic conditions, such as inflation, supply chain disruptions and economic volatility; our expectations regarding the impact of health epidemics, such as the COVID-19 pandemic, and other catastrophic events; our anticipated use of our existing resources; our estimates regarding expenses, future revenue, capital requirements and needs for additional financing and our ability to obtain additional capital if we decide to pursue any future product development efforts; the sufficiency of our existing cash, cash equivalents, and marketable securities to fund our future operating expenses and capital expenditure requirements; our expectations regarding the impact of recently issued accounting standards; our ability to retain the continued service of our key personnel and to identify, hire and retain additional qualified professionals if we decide to pursue any future product development efforts; the scope of protection we are able to establish and maintain for intellectual property rights; our ability to contract with third-party suppliers and manufacturers and their ability to perform adequately if we decide to pursue any future product development efforts; if we decide to pursue any future product development efforts, developments relating to our competitors and our industry, including competing product candidates and therapies; and the ability of any future clinical trials to demonstrate the safety and efficacy of product candidates, and other positive results, if we decide to pursue any future product development efforts.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties, and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

IGM Biosciences, Inc.

(Unaudited)

(in thousands, except share and per share data)


	June 30,			December 31,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	30,649		$	26,495
Restricted cash		—			167
Marketable securities		73,657			157,292
Prepaid expenses and other current assets		2,684			9,666
Total current assets		106,990			193,620
Property, plant and equipment, net		—			32,509
Operating lease right-of-use assets		—			38,524
Other non-current assets		—			1,059
Total assets	$	106,990		$	265,712

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,398		$	983
Accrued liabilities		3,662			26,883
Lease liabilities		—			7,121
Deferred revenue		—			2,651
Total current liabilities		6,060			37,638
Lease liabilities, non-current		—			38,065
Deferred revenue, non-current		—			141,471
Other liabilities, non-current		—			366
Total liabilities		6,060			217,540
Commitments and contingencies (Note 5)

Stockholders' equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Common stock, $0.01 par value; 1,000,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 34,806,942 and 34,263,707 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		347			342
Non-voting common stock, $0.01 par value; 200,000,000 shares authorized as of June 30, 2025 and December 31, 2024; 25,386,983 shares issued and outstanding as of June 30, 2025 and December 31, 2024		254			254
Additional paid-in-capital		1,072,666			1,064,454
Accumulated other comprehensive income		8			159
Accumulated deficit		(972,345	)		(1,017,037	)
Total stockholders’ equity		100,930			48,172
Total liabilities and stockholders’ equity	$	106,990		$	265,712

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

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IGM Biosciences, Inc.

(Unaudited)

(in thousands, except share and per share data)


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2025		2024			2025		2024
Collaboration revenue	$	143,623	$	1,254		$	144,122	$	1,751

Operating expenses:
Research and development		5,863		41,962			28,200		85,777
General and administrative		9,581		10,649			20,630		21,187
Impairment and disposal of long-lived assets		31,917		—			53,806		—
Total operating expenses		47,361		52,611			102,636		106,964
Income (loss) from operations		96,262		(51,357	)		41,486		(105,213	)

Other income:
Interest income		1,322		3,455			3,206		7,495
Total other income		1,322		3,455			3,206		7,495
Net income (loss)	$	97,584	$	(47,902	)	$	44,692	$	(97,718	)

Earnings (loss) per share
Basic	$	1.59	$	(0.79	)	$	0.73	$	(1.62	)
Diluted	$	1.58	$	(0.79	)	$	0.72	$	(1.62	)
Weighted-average common shares outstanding, basic		61,462,957		60,434,161			61,313,689		60,274,285
Weighted-average common shares outstanding, diluted		61,751,283		60,434,161			61,816,099		60,274,285

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

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IGM Biosciences, Inc.

(Unaudited)

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Net income (loss)	$	97,584		$	(47,902	)	$	44,692		$	(97,718	)
Other comprehensive loss:
Unrealized loss on marketable securities		(77	)		(67	)		(151	)		(346	)
Comprehensive income (loss)	$	97,507		$	(47,969	)	$	44,541		$	(98,064	)

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

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IGM Biosciences, Inc.

(Unaudited)

(in thousands, except share amounts)


					Non-Voting				Additional			Accumulated Other						Total
	Common Stock				Common Stock				Paid-In-			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balance—December 31, 2024		34,263,707	$	342		25,386,983	$	254	$	1,064,454		$	159		$	(1,017,037	)	$	48,172
Exercise of stock options		5,264		—		—		—		5			—			—			5
Issuance of common stock for vested restricted stock units		402,281		4		—		—		(4	)		—			—			—
Unrealized loss on marketable securities		—		—		—		—		—			(74	)		—			(74	)
Stock-based compensation expense		—		—		—		—		5,487			—			—			5,487
Net loss		—		—		—		—		—			—			(52,892	)		(52,892	)
Balance—March 31, 2025		34,671,252	$	346		25,386,983	$	254	$	1,069,942		$	85		$	(1,069,929	)	$	698
Exercise of stock options		10,000		—		—		—		8			—			—			8
Issuance of common stock for vested restricted stock units		122,014		1		—		—		(1	)		—			—			—
Purchases under employee stock purchase plan		3,676		—		—		—		4			—			—			4
Unrealized loss on marketable securities		—		—		—		—		—			(77	)		—			(77	)
Stock-based compensation expense		—		—		—		—		2,713			—			—			2,713
Net income		—		—		—		—		—			—			97,584			97,584
Balance—June 30, 2025		34,806,942	$	347		25,386,983	$	254	$	1,072,666		$	8		$	(972,345	)	$	100,930

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IGM Biosciences, Inc.

(Unaudited)

(in thousands, except share amounts)


					Non-Voting						Additional			Accumulated Other						Total
	Common Stock				Common Stock						Paid-In-			Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Loss			Deficit			Equity
Balance—December 31, 2023		33,180,749	$	331		25,500,383		$	255		$	1,023,739		$	151		$	(821,242	)	$	203,234
Conversion of non-voting common stock into voting common stock		113,400		1		(113,400	)		(1	)		—			—			—			—
Exercise of stock options, net of shares withheld for taxes and exercise costs		113,314		1		—			—			191			—			—			192
Issuance of common stock for vested restricted stock units		156,439		2		—			—			(2	)		—			—			—
Unrealized loss on marketable securities		—		—		—			—			—			(279	)		—			(279	)
Stock-based compensation expense		—		—		—			—			7,922			—			—			7,922
Net loss		—		—		—			—			—			—			(49,816	)		(49,816	)
Balance—March 31, 2024		33,563,902	$	335		25,386,983		$	254		$	1,031,850		$	(128	)	$	(871,058	)	$	161,253
Exercise of stock options, net of shares withheld for taxes and exercise costs		76,339		1		—			—			63			—			—			64
Issuance of common stock for vested restricted stock units		96,550		1		—			—			(1	)		—			—			—
Purchases under employee stock purchase plan		115,793		1		—			—			581			—			—			582
Unrealized loss on marketable securities		—		—		—			—			—			(67	)		—			(67	)
Stock-based compensation expense		—		—		—			—			8,428			—			—			8,428
Net loss		—		—		—			—			—			—			(47,902	)		(47,902	)
Balance—June 30, 2024		33,852,584	$	338		25,386,983		$	254		$	1,040,921		$	(195	)	$	(918,960	)	$	122,358

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

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IGM Biosciences, Inc.

(Unaudited)

(in thousands)


	Six Months Ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	44,692		$	(97,718	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		2,713			4,452
Stock-based compensation expense		8,200			16,350
Purchase of net (premiums) discounts on marketable securities		(307	)		2,262
Net accretion of discounts on marketable securities		(1,254	)		(4,106	)
Non-cash lease expense		1,603			2,850
Impairment and disposal of long-lived assets		52,889			—
Termination of prepaid contracts and other costs		915			—
Other		—			(1	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		5,915			458
Other non-current assets		244			378
Accounts payable		1,445			1,846
Accrued liabilities		(23,221	)		(3,561	)
Lease liabilities, net		(32,654	)		(1,250	)
Deferred revenue		(144,122	)		(1,751	)
Other non-current liabilities		(366	)		—
Net cash used in operating activities		(83,308	)		(79,791	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(32	)		(3,698	)
Purchases of marketable securities		(16,184	)		(117,027	)
Proceeds from maturities and sales of marketable securities		101,122			153,868
Proceeds from sales of property, plant and equipment		2,372			32
Net cash provided by investing activities		87,278			33,175
Cash flows from financing activities:
Proceeds from exercise of stock options		13			257
Proceeds from purchases under the employee stock purchase plan		4			582
Payment of deferred offering costs		—			(71	)
Payment of employee taxes and exercise costs for shares withheld		—			(1	)
Net cash provided by financing activities		17			767
Net increase (decrease) in cash, cash equivalents, and restricted cash		3,987			(45,849	)
Cash, cash equivalents, and restricted cash
Beginning of period		26,662			113,112
End of period	$	30,649		$	67,263
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	30,649		$	66,974
Restricted cash		—			289
Cash, cash equivalents, and restricted cash	$	30,649		$	67,263

Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets recognized in exchange for lease obligations	$	—		$	117
Unpaid amounts related to purchase of property, plant and equipment	$	—		$	973

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

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IGM Biosciences, Inc.

Notes to Unaudited Condensed Financial Statements

Description of the Business

IGM Biosciences, Inc. (the Company) was incorporated in the state of Delaware in August 1993 under the name Palingen, Inc. and the name was subsequently changed to IGM Biosciences, Inc. in 2010.

The Company formerly had headquarters in Mountain View, California. In April and May 2025, the Company terminated all lease agreements and is currently a remote-only company and therefore does not have principal executive offices. Historically, IGM Biosciences, Inc. was a biotechnology company focused on the development of IgM antibodies for the treatment of cancer and autoimmune and inflammatory diseases.

Prior to September 30, 2024, the Company consolidated two wholly owned subsidiaries. To simplify the corporate structure, the Company’s board of directors approved the merger (Subsidiary Merger) of the subsidiaries with and into the Company, with the Company being the surviving corporation, effective August 30, 2024.

Because the Subsidiary Merger was a reorganization of entities under common control, the net assets were transferred from its subsidiaries at historical carrying value and the effects of the transaction were applied retrospectively as if the Subsidiary Merger had occurred at the earliest date presented in the Company’s financial statements in accordance with Accounting Standard Codification (ASC) Topic 250, Accounting changes and error corrections (Topic 250). The Subsidiary Merger did not have an impact on the financial statements as the Company's financials have historically been presented on a consolidated basis.

On July 1, 2025, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Concentra Biosciences, LLC, a Delaware limited liability company (Concentra), and Concentra Merger Sub V, Inc, a Delaware corporation and a wholly owned subsidiary of Concentra (Merger Sub). The Merger Agreement provides for, among other things: (i) the acquisition of all of the Company’s outstanding shares of common stock, par value $0.01 per share (the Common Stock), by Concentra through a tender offer (the Offer), for a price per share of the Common Stock of (A) $1.247 in cash (the Cash Amount), subject to applicable tax withholding and without interest, plus (B) one contingent value right (a CVR) (such amount being the CVR Amount and the Cash Amount plus the CVR Amount, collectively being the Offer Price) and (ii) after completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the merger of Merger Sub into the Company (the Merger) with the Company surviving the Merger. If the Merger is effected, the Common Stock will be delisted from The Nasdaq Stock Market LLC and the Company’s obligation to file periodic reports under the Securities Act of 1934, as amended (the Exchange Act), will terminate, and the Company will be privately held. If the Merger is not completed and another strategic alternative is not identified, the Company’s Board of Directors may decide to pursue a dissolution or liquidation. There can be no assurance that the Merger will be completed as it is subject to various closing conditions. See Note 14 – Subsequent Events for additional information.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), as defined by the Financial Accounting Standards Board (FASB), and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information required by GAAP for complete financial statements. These unaudited interim condensed financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments which are necessary for a fair statement of the Company’s financial information. The interim results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year.

The accompanying interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2025.

Liquidity

With the exception of the current period in which the Company recognized the remaining deferred revenue due to the termination of the collaboration agreement with Sanofi (see Note 7 – Sanofi Agreement for additional discussion on the agreement and termination), the Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $972.3 million as of June 30, 2025. As of June 30, 2025, the Company had cash, cash equivalents, and marketable securities of $104.3 million. Management believes that the existing financial resources are sufficient to continue operating activities at least one year past the issuance date of these condensed financial statements. The Company has historically financed its operations primarily

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through the sale of common stock and pre-funded warrants in its public offerings and private placement, the sale of convertible preferred stock and issuance of unsecured promissory notes in private placements, and funding received from our collaboration partners. To date, none of the Company’s product candidates have been approved for sale, and the Company has not generated any product revenue since inception. Management expects expenses and operating losses to decrease for the foreseeable future, and the Company’s net losses may fluctuate significantly from period to period, depending on the outcome of the Merger and depending on whether the Company decides to pursue any future product development efforts if the Merger is not completed. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the biotechnology industry as discussed below. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all. Failure to raise sufficient capital when needed or generate sufficient cash flow from operations would impact the ability to pursue business strategies and could require the Company to delay, scale back or discontinue one or more product development programs, or other aspects of the Company's business objectives. As discussed above and in Note 14 – Subsequent Events, the Company has entered into a Merger Agreement with Concentra and Merger Sub, which, if effected would result in the full termination of the Company's current and ongoing operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Such management estimates include, but are not limited to, those related to revenue recognition, marketable securities, manufacturing accruals, accrued research and development expenses, stock-based compensation, operating lease right-of-use (ROU) assets and liabilities, valuation of long-lived assets, income tax uncertainties and the valuation of deferred tax assets. The Company bases its estimates on its historical experience and also on assumptions that it believes are reasonable; however, actual results could significantly differ from those estimates. The most significant estimates and assumptions that management considers in the preparation of our financial statements relate to revenue recognition, accrued research and development costs, impairment of long-lived assets, and leases.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, cash equivalents, and marketable securities. The Company invests in money market funds, U.S. treasury securities, corporate bonds, commercial paper, and U.S. government agency securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, and restricted cash, and bond issuers to the extent recorded on the balance sheets. The Company’s investment policy limits investments to high credit quality securities issued by the U.S. government and its agencies, highly rated banks, and corporate issuers, subject to certain concentration limits and restrictions on maturities. The Company has not experienced any material losses on its deposits of cash, cash equivalents, and marketable securities.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash and cash equivalents. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value. As of December 31, 2024, restricted cash consisted of the remaining unused portion of a grant received from a non-profit organization. As of June 30, 2025, the grant expired, and the Company no longer has any restricted cash.

Marketable Securities

The Company’s marketable securities have been classified and accounted for as available-for-sale securities. Fixed income securities consist of U.S. treasury securities, U.S. government agency securities, corporate bonds, and commercial paper. The specific identification method is used to determine the cost basis of fixed income securities sold. These securities are recorded on the condensed balance sheets at fair value. Unrealized gains and losses on these securities are included as a separate component of accumulated other comprehensive income. The cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in other income. All available-for-sale securities are considered available to support current operations and are classified as current assets. The Company presents any credit losses identified as an allowance rather than as a reduction in the amortized cost of the available-for-sale securities.

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For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value and recognized in other income (expense) in the condensed statements of operations. If neither criteria is met, the Company evaluates whether the decline in fair value is related to credit-related factors or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. Credit-related impairment losses, limited by the amount that the fair value is less than the amortized cost basis, are recorded through an allowance for credit losses in other income.

Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit factors are recognized in accumulated other comprehensive income, net of tax as a separate component of stockholders’ equity, along with unrealized gains. Realized gains and losses and declines in fair value, if any, on available-for-sale securities are included in other income in the condensed statements of operations.

For purposes of identifying and measuring credit-related impairments, the Company’s policy is to exclude applicable accrued interest from both the fair value and amortized cost basis of the related security. The Company has elected to write-off uncollectible accrued interest receivable balances in a timely manner, which is defined by the Company as when interest due becomes 90 days delinquent. The accrued interest write-off will be recorded by reversing interest income. Accrued interest receivable is recorded to prepaid expenses and other current assets on the condensed balance sheets.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are depreciated using the straight-line method over the shorter of the lease term or the estimated useful economic lives of the related assets. Assets are held in construction in progress until placed in service, upon which date, we begin to depreciate these assets.

Upon retirement or sale of the assets, the cost and related accumulated depreciation and amortization are removed from the condensed balance sheets and the resulting gain or loss are recorded to the condensed statements of operations. Repairs and maintenance are charged to the condensed statements of operations as incurred. As of June 30, 2025, all identified equipment has been sold or otherwise disposed.

Leases

The Company determines if an arrangement is a lease at inception. In addition, the Company determines whether leases meet the classification criteria of a finance or operating lease at the lease commencement date considering: (1) whether the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, (2) whether the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) whether the lease term is for a major part of the remaining economic life of the underlying asset, (4) whether the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset, and (5) whether the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Operating leases are included in operating lease ROU assets and lease liabilities in the Company’s condensed balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company determines the incremental borrowing rate based on an analysis of corporate bond yields with a credit rating similar to the Company.

The determination of the Company’s incremental borrowing rate requires management judgment including the development of a synthetic credit rating and cost of debt as the Company currently does not carry any debt. The Company believes that the estimates used in determining the incremental borrowing rate are reasonable based upon current facts and circumstances. Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary. The operating lease ROU assets also include adjustments for prepayments and accrued lease payments and exclude lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease cost is recognized on a straight-line basis over the expected lease term. Variable lease costs represent payments that are dependent on usage, a rate or index. Variable lease cost primarily relates to common area maintenance charges. Lease agreements that include lease and non-lease components are accounted for as a single lease component. Lease agreements with a noncancelable term of less than 12 months are not recorded on the Company’s condensed balance sheets.

During the three months ended June 30, 2025, the Company terminated all building leases located in Mountain View, California, with all leased spaces vacated as of June 30, 2025. The Company derecognized the remaining lease liabilities and operating lease ROU assets associated with the terminated leases. Additionally, the Company shortened the term of a lease located in Doylestown,

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Pennsylvania through the exercise of an early termination option. The Doylestown lease was fully paid and vacated as of June 30, 2025, resulting in the remeasurement and derecognition of the lease liability and operating lease ROU asset during the quarter. See Note 10 – Impairment and Disposal of Long-Lived Assets for further details of the lease terminations.

Impairment and Disposal of Long-Lived Assets

At each reporting period, the Company evaluates the carrying amount of its long-lived assets, which include property and equipment, operating lease right-of-use assets and other long-lived assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is allocated to the group impacted on a relative fair value basis.

As a result of the January 2025 Restructuring and the April 2025 Restructuring, the Company has continued to reduce costs and align the remaining facilities and equipment with current and projected business needs, which gave rise to triggering events indicating that the value of the Company's assets may not be recoverable. During the three months ended June 30, 2025, there were impairment and disposal of long-lived asset charges of $31.9 million, including $25.9 million related to the termination of all building leases and write-off of leasehold improvements and $6.0 million related to the sale and disposal of equipment and other costs. During the six months ended June 30, 2025, there were impairment and disposal of long-lived asset charges of $53.8 million, including $21.9 million of impairment charges recognized during the first quarter of 2025, and $31.9 million related to the termination of all building leases and the write-off of leasehold improvements and the sale and disposal of equipment and other costs in the second quarter of 2025. These charges are included in impairment and disposal of long-lived assets in the accompanying condensed statements of operations. There was no impairment and disposal of long-lived assets during the three and six months ended June 30, 2024 (see Note 10 – Impairment and Disposal of Long-Lived Assets for additional information).

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed financial statements on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Financial instruments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, or historical pricing trends of a security relative to its peers.

Revenue Recognition

For arrangements or transactions between participants determined to be within the scope of ASC Topic 606, Revenue from Contracts with Customers (Topic 606) the Company performs the following steps to determine the appropriate amount of revenue to be recognized as the Company fulfills its obligations: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company has entered into and may enter into additional collaboration agreements in the future under which it may obtain upfront payments, milestone payments, royalty payments, profit sharing, and other fees. Promises under these arrangements may include intellectual property licenses, research and development services, and the participation in joint committees.

At contract inception, the Company assesses the goods or services promised and enforceable in a contract with a customer and identifies those distinct goods and services that represent a performance obligation. In assessing whether a promised good or service is distinct, and therefore a performance obligation, the Company considers factors such as the nature of the research, stage of development of the targets, manufacturing and commercialization capabilities of the customer and the availability of the associated

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expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, the Company combines that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Promised goods and services that are not material in the context of the contract are not considered performance obligations. Additional goods or services that are exercisable at a customer’s discretion, including substitution rights, are assessed to determine if they provide a material right to the customer and if so, they are considered performance obligations.

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Non-refundable upfront payments are considered fixed consideration and included in the transaction price.

If an arrangement includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. The Company includes the amount of estimated variable consideration, including milestones, in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and if the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied.

If it is determined that multiple performance obligations exist, the transaction price is allocated at the inception of the agreement to all identified performance obligations based on the relative standalone selling prices (SSP), unless the consideration is variable and meets the criteria to be allocated entirely to one or more, but not all, performance obligations in the contract. The relative SSP for each deliverable is estimated using objective evidence if it is available. If SSP is not directly observable the Company estimates the SSP at an amount that would result in the allocation of the transaction price in an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the promised goods or services to the customer, using methods such as the expected cost plus margin approach. Once the transaction price has been allocated to a performance obligation using the applicable methodology, it is not subject to reassessment for subsequent changes in standalone selling prices.

Collaboration revenue is recognized when, or as, the Company satisfies a performance obligation. The Company recognizes revenue over time by measuring the progress toward complete satisfaction of the relevant performance obligation using an appropriate input method based on the nature of the good or service promised to the customer. After contract inception, the transaction price is reassessed at every period end and updated for changes such as resolution of uncertain events.

Management may be required to exercise considerable judgment in estimating revenue to be recognized. Judgment is required in identifying performance obligations, estimating the transaction price, including variable consideration, estimating the standalone selling prices of identified performance obligations, and applying the input method for revenue recognition, including the estimated budgets for each performance obligation.

Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months this will be classified in current liabilities. Amounts recognized as revenue prior to receipt are recorded as contract assets in the Company’s condensed balance sheets. If the Company expects to have an unconditional right to receive consideration in the next twelve months, this will be classified in current assets. A net contract asset or liability is presented for each contract with a customer.

Contract modifications occur when the price and/or scope of an arrangement changes. If the modification consists of adding new distinct goods or services in exchange for consideration that reflects standalone selling prices of these goods and services, the modification is accounted for as a separate contract with the customer. Otherwise, if the remaining goods and services are distinct from those previously provided, the existing contract is considered terminated, and the remaining consideration is allocated to the remaining goods and services as if this was a newly signed contract. If the remaining goods and services are not distinct from those previously provided, the effects of the modification are accounted for in a manner similar to the effect of a change in the estimated measure of progress, with cumulative catch-up in revenue recorded at the time of the modification. If some of the remaining goods and services are distinct from those previously provided and others are not, the Company applies principles consistent with the objectives of the modification guidance to account for the effects of the modification. On May 5, 2025, the Company received a notice of termination pursuant to which Sanofi elected to terminate the Sanofi Agreement, at will, in its entirety, effective June 5, 2025 (see Note 7 – Sanofi Agreement for additional discussion on the agreement and termination).

Collaborative Arrangements

The Company analyzes its agreements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (Topic 808). These assessments are performed throughout the life of the arrangements based on changes in the responsibilities of all parties in the arrangement.

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Research and Development Expenses

The Company expenses research and development costs as they are incurred. Research and development expenses consist primarily of: (i) personnel expenses, including salaries, benefits and stock-based compensation expense, for personnel in the Company’s research and development functions; (ii) fees paid to third parties such as contractors, consultants and contract research organizations (CROs) for conducting clinical trials, and other costs related to clinical and preclinical testing; (iii) costs related to acquiring and manufacturing research and clinical trial materials, including under agreements with third parties such as contract manufacturing organizations (CMOs), and other vendors; (iv) costs related to the preparation of regulatory submissions; (v) expenses related to laboratory supplies and services; (vi) fees under license agreements where no alternative future use exists; and (vii) depreciation of equipment and facilities expenses.

During the three and six months ended June 30, 2025, the Company incurred reduced research and development costs following the termination of the collaboration agreement with Sanofi, and in connection with the implementation of the Company's plans under the April 2025 Restructuring (see Note – 7 Sanofi Agreement for additional discussion on the agreement and termination and Note 9 – Restructuring Charges for additional discussion around the restructuring).

Accrued Research and Development Expenses

The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing, which are significant components of research and development expenses. A substantial portion of the Company’s research and development activities is conducted by third-party service providers, CROs and CMOs. The Company’s contracts with CROs generally include pass-through fees such as laboratory supplies and services, regulatory expenses, investigator fees, travel costs and other miscellaneous costs, including shipping and printing fees. The Company’s contracts with the CMOs generally include fees such as initiation fees, reservation fees, verification run costs, materials and reagents expenses, taxes, etc. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, or stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. In the event the Company makes advance payments, the payments are recorded as a prepaid expense and recognized as the services are performed.

As actual costs become known, the Company adjusts its accruals. Although the Company does not expect its estimates to be materially different from amounts actually incurred, such estimates for the status and timing of services performed relative to the actual status and timing of services performed may vary and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrual is dependent, in part, upon the receipt of timely and accurate reporting from CROs and other third-party vendors. Variations in the assumptions used to estimate accruals including, but not limited to, the number of patients enrolled, the rate of patient enrollment and the actual services performed, may vary from the Company’s estimates, resulting in adjustments to clinical trial expenses in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect its financial condition and results of operations. Through June 30, 2025, there have been no material differences from the Company’s estimated accrued research and development expenses to actual expenses.

Acquired In-Process Research and Development Expenses

The Company has entered into agreements (see Note 5 – License Agreements) with third parties to acquire the rights to develop and potentially commercialize certain products. Such agreements generally require an initial payment by the Company when the contract is executed. The purchase of license rights for use in research and development activities, including product development, are expensed as incurred and are classified as research and development expense. Additionally, the Company may be obligated to make future royalty payments in the event the Company commercializes the technology and achieves a certain sales volume. In accordance with ASC Topic 730, Research and Development (Topic 730), expenditures for research and development, including upfront licensing fees and milestone payments associated with products not yet been approved by the FDA, are charged to research and development expense as incurred. Future contract milestone and/or royalty payments will be recognized as expense after the achievement of the milestone and the corresponding milestone payment is legally due.

Stock-Based Compensation

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards made to employees, non-employees and directors based on estimated grant-date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over the requisite service period, which is generally the vesting period. The grant date fair value of restricted stock units is estimated based on the closing stock price of the Company’s common stock on the date of grant. The grant date fair value of stock options granted to employees and directors is estimated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur. The Company accounts for any changes in the terms or conditions of an award as a modification in accordance with ASC 718, Compensation - Stock Compensation (Topic 718). In calculating the incremental compensation cost of a modification, the fair value of the modified award is compared to the fair value of the original

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award measured immediately before its terms or conditions were modified. The fair value of each purchase right under the employee stock purchase plan (ESPP) is estimated at the beginning of the offering period using the Black-Scholes option pricing model and recorded as expense over the service period using the straight-line method.

Income Taxes

The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion, or all of the Company’s deferred tax assets will not be realized.

The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. The Company is subject to taxation in the United States federal jurisdiction, and various state jurisdictions. The net operating loss and research and development credit carryforwards that are available for utilization in future years may be subject to examination by federal and state tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of June 30, 2025, there were no significant accruals for interest related to unrecognized tax benefits or tax penalties.

Comprehensive Income (Loss)

Comprehensive income (loss) represents the net income (loss) for the period and other comprehensive loss. Other comprehensive loss reflects certain gains and losses that are recorded as a component of stockholders’ equity and are not reflected in the condensed statements of operations. The Company’s other comprehensive loss consists of changes in unrealized gains and losses on available-for-sale securities.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock (including non-voting common stock and pre-funded warrants) outstanding during the period, without consideration for all other common stock equivalents. Shares of common stock into which the pre-funded warrants may be exercised are considered outstanding for the purposes of computing earnings (loss) per share because the shares may be issued for little or no consideration, are fully vested, and are exercisable after the original issuance date. Diluted earnings per share reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. Diluted loss per share is the same as basic loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented.

Recently Issued Accounting Pronouncements

In October 2023, the FASB issued Accounting Standards Update (ASU) 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which will impact various disclosure areas. The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. The Company is currently evaluating the impacts of this standard on its related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU's amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for annual financial statements that have not yet been issued or made available for issuance. Adoption is permitted either prospectively or retrospectively. The Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of this standard but does not expect any material impacts on its condensed financial statements and related disclosures.

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The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables set forth the fair value of the Company’s financial assets, which consist of cash equivalents and marketable securities measured and recognized at fair value (in thousands):


		June 30, 2025
	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Cash equivalents:
Money market funds	Level 1	$	25,932	$	—	$	—		$	25,932
U.S. treasury securities	Level 2		3,092		—		—			3,092
Marketable securities:
U.S. treasury securities	Level 1		53,046		13		(10	)		53,049
Corporate bonds	Level 2		5,539		3		—			5,542
Commercial paper	Level 2		999		—		—			999
U.S. government agency securities	Level 2		14,065		5		(3	)		14,067
Total		$	102,673	$	21	$	(13	)	$	102,681


		December 31, 2024
	Fair Value Hierarchy Level	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Cash equivalents:
Money market funds	Level 1	$	24,376	$	—	$	—		$	24,376
Marketable securities:
U.S. treasury securities	Level 1		105,219		117		(23	)		105,313
Corporate bonds	Level 2		20,437		36		(3	)		20,470
Commercial paper	Level 2		13,894		6		(1	)		13,899
U.S. government agency securities	Level 2		17,583		31		(4	)		17,610
Total		$	181,509	$	190	$	(31	)	$	181,668

The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Levels 1, 2 and 3 during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025 and December 31, 2024, there were no financial instruments classified as Level 3.

The following table summarizes the available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded as of June 30, 2025 and December 31, 2024, aggregated by major security type and length of time in a continuous unrealized loss position:


	June 30, 2025
	Less than 12 months					Greater than 12 months				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. treasury securities	$	27,203	$	(10	)	$	—	$	—	$	27,203	$	(10	)
U.S. government agency securities		4,986		(3	)		—		—		4,986		(3	)
Total	$	32,189	$	(13	)	$	—	$	—	$	32,189	$	(13	)

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	December 31, 2024
	Less than 12 months					Greater than 12 months				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. treasury securities	$	18,621	$	(23	)	$	—	$	—	$	18,621	$	(23	)
Corporate bonds		3,065		(3	)		—		—		3,065		(3	)
Commercial paper		6,064		(1	)		—		—		6,064		(1	)
U.S. government agency securities		5,199		(4	)		—		—		5,199		(4	)
Total	$	32,949	$	(31	)	$	—	$	—	$	32,949	$	(31	)

As of June 30, 2025 and December 31, 2024, the Company held 13 and 20 debt securities, respectively, with an unrealized loss position. The Company evaluated its securities for credit losses and considered the decline in market value to be primarily attributable to current economic and market conditions and not to a credit loss or other factors. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. As of June 30, 2025 and December 31, 2024, an allowance for credit losses has not been recognized. Given the Company's intent and ability to hold such securities until recovery, and the lack of significant change in credit risk of these investments, it does not consider these marketable securities impaired as of June 30, 2025 and December 31, 2024.

There were no realized gains or losses on marketable securities for the three and six months ended June 30, 2025 and 2024. Interest on marketable securities is included in interest income. As of June 30, 2025 and December 31, 2024, the Company had accrued interest receivable of $0.5 million and $0.8 million, respectively, which was included in prepaid expenses and other current assets on the condensed balance sheets.

The following table summarizes the contractual maturities of the Company’s cash equivalents and marketable securities as of June 30, 2025 and December 31, 2024 at estimated fair value (in thousands):


	June 30,		December 31,
	2025		2024
Due in less than one year	$	102,681	$	167,815
Due in more than one year		—		13,853
Total	$	102,681	$	181,668

Accrued liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2025		2024
Accrued research and development materials and services	$	100	$	15,452
Accrued professional services		998		983
Accrued compensation		2,160		10,196
Other		404		252
Total accrued liabilities	$	3,662	$	26,883

The Company has entered into arrangements to in-license research and development technology rights with third parties relating to its clinical and pre-clinical programs and product candidates. These arrangements may include non-refundable, upfront payments, payments for options to acquire additional rights relating to its product candidates, as well as contingent obligations for potential development, regulatory and commercial performance milestone payments, and royalty payments. The Company’s obligation to make payments for contingent obligations is contingent upon the respective milestones being achieved as well as its continued involvement in the programs and/or the lack of any adverse events which could cause the discontinuance of the programs. The activities under these license agreements are performed with no guarantee of either technological or commercial success.

The Company recorded no license fee and $0.1 million, for the three and six months ended June 30, 2025, respectively, as research and development expense in our condensed statements of operations related to license agreements, and no license fee and $0.6 million, for the three and six months ended June 30, 2024.

As of June 30, 2025, the Company’s license agreements for technologies optioned by the Company included potential future payments for development, regulatory, and sales milestones totaling approximately $13.4 million plus royalties on net sales that range from single digits to mid-teens. No milestones were achieved or deemed probable as of June 30, 2025.

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Medivir Agreement

In January 2021, the Company entered into an exclusive license agreement with Medivir AB (Medivir) through which the Company received global, exclusive development and commercialization rights for birinapant, a clinical-stage Second Mitochondrial-derived Activator of Caspases (SMAC) mimetic. Under the terms of the agreement, the Company made an upfront payment of $1.0 million upon signing the agreement, and made an additional $1.5 million payment in November 2021 due to the Company's initiation of a Phase 1 clinical trial of aplitabart in combination with birinapant. Under the terms of the agreement, the Company would have been obligated to make additional milestone payments up to a total of approximately $348.5 million, plus tiered royalties from the mid-single digits up to mid-teens on net sales. No milestones were achieved or deemed probable as of June 30, 2025. On February 24, 2025, the Company notified Medivir that it was exercising its right to terminate the license agreement as of May 25, 2025. As of June 30, 2025, the license agreement was terminated and the Company had no further obligations under the license agreement.

As of June 30, 2025 and December 31, 2024, the Company’s certificate of incorporation authorized the Company to issue 1,200,000,000 shares of common stock (including 200,000,000 shares of non-voting common stock) and 200,000,000 shares of preferred stock, at a par value of $0.01 per share. Each share of common stock (excluding non-voting common stock) is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors, subject to prior rights of the preferred stockholders. As of June 30, 2025 and December 31, 2024, no dividends have been declared.

The Company had reserved common stock, on an as-converted basis, for future issuance as follows:


	June 30,		December 31,
	2025		2024
Stock options, issued and outstanding		4,307,807		5,561,663
Unreleased restricted stock units		1,029,458		2,559,753
Stock options and restricted stock units, future issuance		9,004,625		4,416,534
Employee stock purchase plan, available for future grants		2,336,491		1,780,167
Pre-funded warrants		1,334,332		1,334,332
Total		18,012,713		15,652,449

Pre-Funded Warrants

In December 2020, the Company issued pre-funded warrants to purchase up to 1,334,332 shares of common stock in an underwritten public offering at the offering price of the common stock, less the $0.01 per share exercise price of each warrant and were issued to two separate related party affiliates. The pre-funded warrants were recorded as a component of stockholders’ equity within additional paid-in-capital and will expire on the date any such warrant is exercised in full.

Subject to applicable law, upon exercise of a pre-funded warrant, a holder may elect to receive the same number of shares of non-voting common stock as the shares of common stock for which the pre-funded warrant is exercisable, provided that (i) at the time of such election there is a sufficient number of authorized but unissued and otherwise unreserved shares of non-voting common stock and (ii) the Company consents to such election.

The outstanding pre-funded warrants to purchase shares of common stock are exercisable at any time after their original issuance. However, the Company may not affect the exercise of any pre-funded warrants, and a holder will not be entitled to exercise any portion of any pre-funded warrants that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of the Company’s common stock beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 9.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. However, any holder of a pre-funded warrant may increase or decrease such percentage to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to the Company. As of June 30, 2025, no shares underlying the pre-funded warrants had been exercised. All of the outstanding pre-funded warrants are included in the weighted-average number of shares of common stock used to calculate basic earnings (loss) per share attributable to common stockholders (see Note 11 – Earnings (Loss) Per Share Attributable to Common Stockholders).

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In March 2022, the Company entered into a global collaboration and license agreement (the Sanofi Agreement) with Genzyme Corporation, a wholly owned subsidiary of Sanofi (Sanofi), which became effective in May 2022. Under the terms of the Sanofi Agreement, the Company agreed to generate, develop, manufacture and commercialize IgM antibodies directed to six primary targets, three of which were oncology targets and three of which were immunology targets.

In April 2024, Sanofi exercised its right to terminate the oncology collaboration targets effective June 2024. As a result of this termination, the Company has no further obligations to conduct research and development activities for such terminated targets and Sanofi retains no substitution rights for such terminated targets, pursuant to the terms of the agreement, and the collaboration will now focus exclusively on the immunology collaboration targets. The termination of the oncology targets will not affect any rights and obligations under the Sanofi Agreement with respect to the immunology targets.

For each immunology target collaboration program, the Company will continue to lead research and development activities, and assume related costs, through the completion of the first Phase 1 clinical trials for up to two candidates directed to each immunology target, after which Sanofi will be responsible for all future development and commercialization activities and related costs, in exchange for up to $1.065 billion in aggregate development, regulatory and commercial milestones per immunology target. Following the completion of the first Phase 1 clinical trials for each immunology target, Sanofi will be responsible for subsequent development activities, commercialization efforts, and related costs. The Company is eligible to receive tiered high single-digit to low-teen royalties on global net sales for licensed products related to immunology targets, subject to certain reductions and offsets.

Subject to earlier expiration in certain circumstances, the Sanofi Agreement expires on a licensed product-by-licensed product and country-by-country basis until the expiration of the applicable profit and loss share term or royalty term, as the case may be. Sanofi has the right to terminate the Sanofi Agreement on an immunology collaboration target-by-immunology collaboration target basis or country-by-country basis with or without cause, upon specified prior notice.

At the inception of the Sanofi Agreement, the Company identified promised goods and services, which consisted of the granting of intellectual property licenses and the performance of specified research, development and other various activities. The Company determined that for each of the six targets, the identified promised goods and services were not distinct from each other on a target-by-target basis. The licenses, considered to be functional intellectual property, were determined to not be capable of being distinct due to the specialized nature of the research, development, and other activities to be provided by the Company. Accordingly, the promised goods and services were combined together as one single performance obligation, on a target-by-target basis. The Company determined that the underlying promised goods and services for each of the six targets were both capable of being distinct and distinct within the context of the contract from each of the other targets. Therefore, the Company concluded that there were six performance obligations in the Sanofi Agreement, one for each target, that were comprised of the underlying promised goods and services. Other components and options within the Sanofi Agreement were determined to not provide Sanofi with free or discounted goods or services and therefore did not constitute a material right or were deemed immaterial in the context of the contract.

To determine the transaction price, the Company evaluates all the payments to be received during the duration of the contract. In May 2022, the Company received a $150.0 million upfront payment as part of the Sanofi Agreement. Additionally, in April 2022, Sanofi purchased non-voting common stock in connection with the Company’s public common stock offering. The Company concluded that at inception and as of June 30, 2025, the transaction price was $150.0 million and was comprised solely of the fixed non-refundable upfront payment. No consideration received from Sanofi as part of the April 2022 offering was deemed necessary to include in the transaction price as Sanofi purchased the shares at the same offering price as the other participating investors.

The potential development and regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price, as the milestone amounts were fully constrained, since the milestones relate to successful achievement of certain development results and regulatory approvals, which might not be achieved. The Company determined that the royalties and commercial milestone payments relate predominantly to the license of intellectual property and are therefore excluded from the transaction price under the sales- or usage-based royalty exception of ASC 606. The Company will reevaluate the transaction price, including all constrained amounts, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and the Company will adjust its estimate of the transaction price as necessary. The Company will recognize the royalties and commercial milestone payments as revenue when the associated sales occur, and relevant sales-based thresholds are met.

At the inception of the Sanofi Agreement, the Company allocated the transaction price based on the estimated SSP of each of the six performance obligations. The Company determined the SSP for each of the six performance obligations based on the estimated costs to complete the underlying activities of each performance obligation and included factors such as forecasted internal costs, estimated third-party expenditures, development timelines and scenarios, probability of target failures and selection of substitute targets, and program-specific factors. These estimated cost forecasts were based on observable data for both market and entity specific factors, such as considering the actual and expected costs of the Company’s existing research and development programs and adjusting for factors specific to the targets identified.

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The Company recognizes revenue using an input method of costs incurred as a percentage of total estimated costs for each of the performance obligations under the contract. Costs consist primarily of internal personnel costs and third-party contract expenses related to the programs of the Sanofi Agreement. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations is recorded in the period in which changes are identified and amounts can be reasonably estimated.

The Company determined that Sanofi’s exercise of its right to terminate the oncology collaboration targets in April 2024 was a contract modification because it changed the scope of the contract by reducing the number of performance obligations under the agreement. The remaining performance obligations relating to the three immunology collaboration targets are not distinct from themselves before and after the contract modification occurred; however, they are distinct from the terminated oncology target performance obligations. As a result, the Company allocated the unrecognized transaction price to the three remaining performance obligations based on their relative estimated SSP and calculated a cumulative catch-up adjustment of $0.8 million, which was recognized as collaboration revenue upon the contract modification date.

On May 5, 2025, the Company received a notice of termination pursuant to which Sanofi elected to terminate the Sanofi Agreement, at will, in its entirety, effective as of June 5, 2025. The Company has no remaining performance obligations under the Sanofi Agreement as of June 30, 2025 and recognized the related remaining deferred revenue of $143.6 million in the three months ended June 30, 2025.

For the three and six months ended June 30, 2025, the Company recognized collaboration revenue related to the Sanofi Agreement of $143.6 million and $144.1 million, respectively, and $1.3 million and $1.8 million for the three and six months ended June 30, 2024. There is no remaining deferred revenue balance as of June 30, 2025. As of December 31, 2024, $144.1 million was recorded as deferred revenue related to the Sanofi Agreement, of which $2.7 million was classified as current on the condensed balance sheets.

Contract Balances from Customer Contract

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities on the condensed balance sheets. The Company recognizes license and development receivables based on billed services, which are settled upon reimbursement. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods or services is transferred to the customer and all revenue recognition criteria have been met.

The following tables present changes in the Company’s customer contract liabilities for the periods presented (in thousands):


Six Months Ended June 30, 2025	December 31, 2024		Additions		Deductions			June 30, 2025
Contract liabilities:
Deferred revenue	$	144,122	$	—	$	(144,122	)	$	—


Six Months Ended June 30, 2024	December 31, 2023		Additions		Deductions			June 30, 2024
Contract liabilities:
Deferred revenue	$	146,801	$	—	$	(1,751	)	$	145,050

The Company had no customer contract assets during the three and six months ended June 30, 2025 and 2024.

The 2018 Omnibus Incentive Plan (the 2018 Plan) provides for an increase in the number of shares reserved for issuance on the first day of each fiscal year equal to the least of (i) 8,768,800 shares, (ii) 4% of the Company’s common stock and non-voting common stock outstanding at December 31 of the immediately preceding year, or (iii) such number of shares as determined by the Company’s Board of Directors. As a result of this provision, on January 1, 2025 and 2024, an additional 2,385,497 and 2,347,245 shares, respectively, became available for issuance under the 2018 Plan. As of June 30, 2025, the 2018 Plan had 9,004,625 shares of common stock available for future issuance.

Total stock-based compensation expense related to the Company’s equity incentive plan and employee stock purchase plan was recorded in the condensed statements of operations as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Research and development	$	412	$	4,807	$	2,746	$	9,169
General and administrative		2,301		3,621		5,454		7,181
Total stock-based compensation expense	$	2,713	$	8,428	$	8,200	$	16,350

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The following table summarizes the Company's stock awards granted for each of the periods indicated:


	Three Months Ended June 30,								Six Months Ended June 30,
	2025				2024				2025				2024
	Grants		Weighted Average Grant Date Fair Value		Grants		Weighted Average Grant Date Fair Value		Grants		Weighted Average Grant Date Fair Value		Grants		Weighted Average Grant Date Fair Value
Stock options		—	$	—		29,805	$	7.44		—	$	—		1,552,298	$	7.82
Restricted stock units		6,058	$	1.12		35,474	$	8.53		14,666	$	2.02		1,400,817	$	9.89

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

A description of the Company’s restructuring initiatives and their related costs is provided below.

2025 Restructuring Plans

In January 2025, the Company announced a strategic update to halt further development of imvotamab and IGM-2644 and commence a process to evaluate potential strategic alternatives. The Company also announced a reduction in workforce by approximately 73% (the January 2025 Restructuring) to preserve cash. In April 2025, the Company implemented an additional 80% reduction in its remaining workforce (the April 2025 Restructuring) and subsequently closed the lab and office facilities. In connection with the January 2025 Restructuring and the April 2025 Restructuring, the Company recognized restructuring charges of $2.1 million and $4.0 million during the three and six months ended June 30, 2025, respectively.

During the three months ended June 30, 2025, the restructuring charges included severance and one-time termination payments of $4.0 million and contract termination and other costs of $0.6 million offset by a reversal of previously recognized non-cash severance compensation of $1.2 million and incentive and stock-based compensation expense of $1.3 million. During the six months ended June 30, 2025, the restructuring charges included severance and one-time termination payments of $7.9 million and contract termination and other costs of $0.6 million offset by a reversal of previously recognized non-cash severance compensation of $2.2 million and incentive and stock-based compensation expense of $2.3 million.

Additionally, in connection with the January 2025 Restructuring and the April 2025 Restructuring, the Company recognized $31.9 million and $53.8 million in impairment and disposal of long-lived assets charges during the three and six months ended June 30, 2025. See Note 10 – Impairment and Disposal of Long-Lived Assets for further details.

2024 Restructuring Plan

In September 2024, the Company announced a strategic pivot to focus exclusively on autoimmunity. The Company also announced an extension of cash runway, driven by a reduction in workforce and a reduction in future spending on the research and development of aplitabart and other oncology candidates (the 2024 Restructuring). In connection with the 2024 Restructuring, the Company recognized no restructuring charges during the three and six months ended June 30, 2025. During the three and six months ended June 30, 2024, the Company recognized no restructuring charges and $0.2 million, respectively.

As part of the 2024 Restructuring, the Company's Chief Executive Officer (CEO) and Chief Scientific Officer (CSO) resigned and entered into Transition and Consulting Agreements (TC Agreements) to provide consulting services through September 2026 and March 2026, respectively. The CEO and CSO will receive cash payments of approximately $0.8 million and $0.5 million, respectively, under the TC Agreements, which were recognized as severance and one-time termination expenses upon approval of the agreements. See Note 12 – Related Party Transactions for additional information.

In connection with the restructuring activities discussed above, the Company recognized restructuring charges of $2.1 million and $4.0 million, respectively, during the three and six months ended June 30, 2025 and $0.2 million during the six months ended June 30, 2024. The Company did not recognize any restructuring charges during the three months ended June 30, 2024.

A summary of the restructuring charges is as follows (in thousands):


	Three Months Ended June 30, 2025
	Severance and Related Compensation		Incentive and Stock-Based Compensation			Contract Termination and Other Costs		Total Restructuring Costs
Research and development	$	1,704	$	(880	)	$	195	$	1,019
General and administrative		1,114		(424	)		402		1,092
Total	$	2,818	$	(1,304	)	$	597	$	2,111

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	Six Months Ended June 30, 2025
	Severance and Related Compensation		Incentive and Stock-Based Compensation			Contract Termination and Other Costs		Total Restructuring Costs
Research and development	$	4,296	$	(1,774	)	$	225	$	2,747
General and administrative		1,374		(557	)		409		1,226
Total	$	5,670	$	(2,331	)	$	634	$	3,973

The following table summarizes the changes in the Company's accrued restructuring balance in the condensed balance sheets (in thousands):

IGM Biosciences, Inc. 10-Q