Ikena Oncology Inc

Previous wording

We are a clinical stage, targeted oncology company, focused on developing differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance. Our approach has been to target both cancer-driving targets and mechanisms of resistance to other therapies. Our program in the RAS pathway, IK-595, is a molecular glue designed to trap MEK and RAF in an inactive complex, more completely inhibiting RAS signals than existing inhibitors. Since we commenced operations in 2016, we have advanced multiple product candidates into clinical development.

Current wording

We have historically been a clinical stage targeted oncology company focused on developing differentiated therapies for patients in need that target nodes of cancer growth, spread, and therapeutic resistance. In May 2024, after an in-depth assessment of the value proposition of our programs for both patients and company stakeholders, we announced our intention to seek strategic alternatives for the business in an effort to maximize value for shareholders. At that time, we discontinued development of IK-930, our selective Hippo pathway inhibitor. While dedicating efforts towards this corporate strategy, we allocated resources to continue the development of our RAS pathways program, IK-595. IK-595 is a molecular glue designed to trap MEK and RAF in an inactive complex to more completely inhibit RAS signals than existing inhibitors.

Previous wording

Since inception, we have incurred significant operating losses. Our net losses were $40.1 million for the nine months ended September 30, 2024 and $68.2 million for the year ended December 31, 2023. As of September 30, 2024, we had an accumulated deficit of $322.5 million. We expect to continue to incur expenses and operating losses as we:

Current wording

Since inception, we have incurred significant operating losses. Our net losses were $8.6 million for the three months ended March 31, 2025 and $49.2 million for the year ended December 31, 2024. As of March 31, 2025, we had an accumulated deficit of $340.2 million.

Previous wording

As a result, we may need additional funding to support our continuing operations and pursue our strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity instruments, debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate the development and commercialization of one or more of our product candidates.

Current wording

As a result, should we continue to progress the development of our product candidates, we will need substantial additional funding to support our continuing operations and pursue our strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity instruments, debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate the development and commercialization of one or more of our product candidates.

Previous wording

We will not generate revenue from product sales unless and until we successfully complete clinical development and obtain marketing approval for our product candidates. The lengthy process of securing marketing approvals for new drugs requires the expenditure of substantial resources. Any delay or failure to obtain regulatory approvals would materially adversely affect the development efforts of our product candidates and our business overall. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Current wording

If we continue to progress the development of our product candidates, we will not generate revenue from product sales unless and until we successfully complete clinical development and obtain marketing approval for our product candidates. The lengthy process of securing marketing approvals for new drugs requires the expenditure of substantial resources. Any delay or failure to obtain regulatory approvals would materially adversely affect the development efforts of our product candidates and our business overall. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

Previous wording

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. All of our revenue has been derived from our collaboration agreement with Celgene Corporation (acquired by Bristol-Myers Squibb) (the “Bristol-Myers Squibb Collaboration Agreement”).

Current wording

We have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in the foreseeable future. All of our revenue has been derived from the collaboration agreement that we entered into with Celgene Corporation (acquired by Bristol-Myers Squibb) (the “Bristol-Myers Squibb Collaboration Agreement”) in January 2019, which gave Bristol-Myers Squibb the option to receive a global development, manufacture and commercialization license for each of our IK-412 and IK-175 programs.

Previous wording

Bristol-Myers Squibb paid a total of $95.0 million in aggregate upfront consideration related to the Bristol-Myers Squibb Collaboration Agreement and Stock Purchase Agreement. The IK-412 and IK-175 programs were eligible for opt-in through early 2024. On January 17, 2024, Bristol-Myers Squibb notified us of its decision not to opt-in on the IK-175 program. In addition, Bristol-Myers Squibb did not provide an opt-in exercise for the IK-412 program. As a result, we have regained full global rights to the IK-175 and IK-412 programs. We will not invest further in the clinical development of IK-175 or IK-412 but will pursue strategic business development opportunities, including out-licensing.

Current wording

Bristol-Myers Squibb paid a total of $95.0 million in aggregate upfront consideration related to the Bristol-Myers Squibb Collaboration Agreement and a separate stock purchase agreement. The IK-412 and IK-175 programs were eligible for opt-in through early 2024. On January 17, 2024, Bristol-Myers Squibb notified us of its decision not to opt-in on the IK-175 program. In addition, Bristol-Myers Squibb did not provide an opt-in exercise for the IK-412 program. As a result, we regained full global rights to the IK-175 and IK-412 programs. We did not record revenue for the three months ended March 31, 2025 or 2024 as we completed our performance obligations under the Bristol-Myers Squibb Collaboration Agreement in 2023.

Previous wording

Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses would increase substantially in connection with clinical development activities in the future as we progress our product candidates. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that will be necessary to complete the clinical development of, or obtain regulatory approval for, any of our current or future product candidates.

Current wording

Research and development activities have historically been central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials. We expect that our research and development expenses would increase substantially in connection with clinical development activities in the future if we continue to progress the development of our product candidates. At this time, we cannot accurately estimate or know the nature, timing and costs of the efforts that would be necessary to complete the clinical development of, or obtain regulatory approval for, any product candidates.

Previous wording

the size and cost of any future clinical trials for existing or future product candidates in our pipeline;

Current wording

the size and cost of any future clinical trials for product candidates in our pipeline;

Previous wording

the costs associated with the development of any additional programs we identify in-house or acquire through collaborations and other arrangements and the success of such collaborations;

Current wording

the costs associated with the development of any programs we identify in-house or acquire through collaborations and other arrangements and the success of such collaborations;

Previous wording

the impact of any business interruptions to our operations, including the timing and enrollment of patients in our planned clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from pandemics or similar public health crisis; and

Current wording

the impact of any business interruptions to our operations, including the timing and enrollment of patients in our clinical trials, or to those of our manufacturers, suppliers, or other vendors resulting from pandemics or similar public health crisis; and

Previous wording

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, accounting, auditing, tax services, and insurance costs.

Current wording

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, and administrative functions. General and administrative expenses also include direct and allocated facility-related costs as well as professional fees for legal, patent, consulting, investor and public relations, accounting, auditing, tax services, and insurance costs. We expect our general and administrative expenses to decrease in the future due to our previous workforce reductions and reduced level of business activities. We do expect to incur significant costs, however, related to the Merger, including legal, accounting and advisory expenses and other related charges.

Previous wording

Restructuring and other charges consist of costs incurred related to the Restructurings including employee-related costs and impairment of assets held for sale.

Current wording

Restructuring and other charges consist of costs incurred related to restructuring efforts that we undertook in 2024. These costs include employee-related costs and impairment of assets held for sale. Restructuring and other charges also consist of expense related to retention plans and severance payments effected in 2025.

Previous wording

The following tables summarize our results of operations (dollars in thousands):

Current wording

The following table summarizes our results of operations (dollars in thousands):

Previous wording

The following tables summarize our research and development expenses (dollars in thousands):

Current wording

The following table summarizes our research and development expenses (dollars in thousands):

Previous wording

Research and development expense decreased by $7.8 million from $14.7 million for the three months ended September 30, 2023 to $6.8 million for the three months ended September 30, 2024 primarily due to the prioritization of our clinical stage program, IK-595, and the discontinuation of our discovery efforts. Personnel related expenses decreased by $3.2 million primarily due to reductions in our headcount. Other research and development costs decreased by $1.8 million primarily due to the discontinuation of early discovery efforts. Costs incurred in our discovery and other programs decreased by $3.1 million due to the prioritization of advancing our clinical stage program, IK-595, partially offset by stability costs related to Pionyr Immunotherapeutics, Inc. (“Pionyr”). Costs related to IK-175 decreased by $0.4 million due to completion of the clinical trial. Costs related to IK-930 decreased by $0.4 million due to completion of patient enrollment. Costs related to IK-595 increased by $1.0 million primarily due to increased clinical costs, partially offset by a decrease in costs for IND-enabling studies and manufacturing costs as we advanced IK-595 into the clinic.

Current wording

Research and development expense decreased by $5.9 million from $9.6 million for the three months ended March 31, 2024 to $3.7 million for the three months ended March 31, 2025 primarily due to the prioritization of our clinical stage program, IK-595, discontinuation of our discovery efforts and discontinuation of our clinical stage program, IK-930. Personnel related expenses decreased by $2.9 million primarily due to reductions in our headcount. Other research and development costs decreased by $1.4 million primarily due to the discontinuation of early discovery efforts. Costs related to IK-930 decreased by $2.1 million due to the wind down of the clinical trial. Discovery and other programs costs decreased by $1.0 million, as costs of $1.0 million incurred in the three months ended March 31, 2024 were fully offset in the three months ended March 31, 2024 by a refund of manufacturing costs and final net close-out credits from studies for Pionyr Immunotherapeutics, Inc. (“Pionyr”), which we acquired in 2023. These decreases were partially offset by increased costs related to IK-595 of $0.8 million primarily due to increased clinical costs.

Previous wording

The following tables summarize our general and administrative expenses (dollars in thousands):

Current wording

The following table summarizes our general and administrative expenses (dollars in thousands):

Previous wording

The decrease in general and administrative expense from the three months ended September 30, 2023 to the three months ended September 30, 2024 of $1.3 million was primarily attributable to a decrease in personnel related costs due to reductions in our headcount and decreases in intellectual property-related legal costs, audit fees associated with the Pionyr acquisition and insurance costs, partially offset by increased facility costs.

Current wording

The decrease in general and administrative expense from the three months ended March 31, 2024 to the three months ended March 31, 2025 of $0.4 million was primarily attributable to a decrease in personnel related costs due to reductions in our headcount and a decrease in insurance costs, partially offset by increased facility costs and increased professional fees primarily related to the Merger.

Previous wording

For the three months ended September 30, 2024, restructuring and other charges primarily included employee separation charges of $0.2 million related to the May Restructuring and retention expense of $0.7 million.

Current wording

For the three months ended March 31, 2025, restructuring and other charges included employee separation costs of $1.1 million, non-cash charges for the modification of certain equity awards of $0.2 million, and retention accruals of $0.1 million.

Previous wording

For the nine months ended September 30, 2024, restructuring and other charges primarily included employee separation costs of $2.4 million, retention expense of $0.7 million and non-cash charges for the modification of certain equity awards of $0.3 million related to the Restructurings. Restructuring and other charges also included an impairment of property and equipment held for sale of $0.7 million.

Current wording

For the three months ended March 31, 2024, restructuring and other charges included employee separation costs of $1.6 million and non-cash charges for the modification of certain equity awards of $0.3 million. Restructuring and other charges for the three months ended March 31, 2024, also included an impairment of property and equipment held for sale of $0.7 million.

Previous wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for several years, if ever. To date, we have financed our operations primarily through private placements of preferred stock, from upfront payments from the Bristol-Myers Squibb Collaboration Agreement, from the sale of common stock in our initial public offering (“IPO”) and underwritten registered offering of common stock (“URO”), and most recently, through the acquisition of Pionyr. As of September 30, 2024, we had cash, cash equivalents and marketable securities of $138.0 million.

Current wording

Since our inception, we have not generated any revenue from product sales and have incurred significant operating losses. We have not yet commercialized any products and we do not expect to generate revenue from sales of any product candidates for several years, if ever. To date, we have financed our operations primarily through private placements of preferred stock, from upfront payments from the Bristol-Myers Squibb Collaboration Agreement, from the sale of common stock in our initial public offering (“IPO”) and underwritten registered offering of common stock (“URO”), and most recently, through the acquisition of Pionyr. As of March 31, 2025, we had cash, cash equivalents and marketable securities of $114.1 million.

Previous wording

During the nine months ended September 30, 2023, operating activities used $57.9 million of cash, primarily resulting from our net loss of $48.7 million and net cash used by changes in our operating assets and liabilities of $15.3 million, partially offset by net non-cash charges of $6.0 million. Net cash used by changes in our operating assets and liabilities for the nine months ended September 30, 2023, consisted primarily of a decrease of $8.5 million in deferred revenue, a $6.3 million net decrease in accounts payable and accrued expenses, a $1.3 million decrease in operating lease liabilities and a $0.4 million increase in deposits and other assets, partially offset by a $1.3 million decrease in prepaid expenses and other current assets.

Current wording

During the three months ended March 31, 2025, operating activities used $10.6 million of cash, resulting from our net loss of $8.6 million and net cash used by changes in our operating assets and liabilities of $3.3 million, partially offset by net non-cash charges of $1.3 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2025, consisted primarily of a $2.1 million decrease in accounts payable and accrued expenses and a $0.9 million decrease in operating lease liabilities.

Previous wording

During the nine months ended September 30, 2024, operating activities used $39.7 million of cash, primarily resulting from our net loss of $40.1 million and net cash used by changes in our operating assets and liabilities of $5.5 million, partially offset by net non-cash charges of $5.9 million, which included an impairment for assets held for sale of $0.7 million. Net cash used by changes in our operating assets and liabilities for the nine months ended September 30, 2024, consisted primarily of a $5.3 million decrease in accounts payable and accrued expenses and a $2.3 million decrease in operating lease liabilities, partially offset by a $2.4 million decrease in deposits and other assets.

Current wording

During the three months ended March 31, 2024, operating activities used $18.3 million of cash, resulting from our net loss of $16.1 million and net cash used by changes in our operating assets and liabilities of $5.3 million, partially offset by net non-cash charges of $3.1 million, which included an impairment for assets held for sale of $0.7 million. Net cash used by changes in our operating assets and liabilities for the three months ended March 31, 2024, consisted primarily of a $3.9 million decrease in accounts payable and accrued expenses and a $1.0 million decrease in operating lease liabilities.

Previous wording

During the nine months ended September 30, 2023, net cash provided by investing activities was $43.8 million, primarily due to proceeds from maturities of marketable securities of $109.1 million, partially offset by purchases of marketable securities of $65.2 million.

Current wording

During the three months ended March 31, 2025, net cash provided by investing activities was $7.9 million, due to proceeds from maturities of marketable securities of $25.1 million, partially offset by purchases of marketable securities of $17.2 million.

Previous wording

During the nine months ended September 30, 2024, net cash used in investing activities was $35.4 million, primarily due to purchases of marketable securities of $81.0 million, partially offset by the proceeds from maturities of marketable securities of $45.2 million.

Current wording

During the three months ended March 31, 2024, net cash used in investing activities was $48.7 million, due to purchases of marketable securities of $62.3 million, partially offset by the proceeds from maturities of marketable securities of $13.5 million.

Previous wording

We expect to continue to incur costs associated with seeking strategic alternatives as well as expenses for the foreseeable future in connection with our continuing activities, particularly as we continue the development of IK-595. In addition, if we obtain marketing approval for IK-595 or any of our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Furthermore, we expect to continue to incur costs associated with operating as a public company, including increased costs of accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, and investor and public relations costs. Accordingly, we may need to obtain additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development or future commercialization efforts.

Current wording

We expect to continue to incur costs associated with seeking strategic alternatives as well as expenses for the foreseeable future in connection with our continuing activities. In addition, if we continue to progress the development of our product candidates and if we obtain marketing approval for IK-595 or any of our other product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing, and distribution. Furthermore, we expect to continue to incur costs associated with operating as a public company, including costs of accounting, audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance costs, and investor and public relations costs. Accordingly, we may need to obtain additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce, or eliminate our research and development or future commercialization efforts.

Previous wording

As of September 30, 2024, we had cash, cash equivalents, and marketable securities of $138.0 million. We believe that our cash, cash equivalents and marketable securities as of September 30, 2024 will enable us to fund our operating expenses and capital expenditure requirements for at least 12 months following the date of this filing. Our belief with respect to our ability to fund operations is based on estimates that are subject to risks, uncertainties and assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Our future operating and capital requirements will depend on many factors, including:

Current wording

As of March 31, 2025, we had cash, cash equivalents, and marketable securities of $114.1 million. Based upon our current operating plan, we believe that, if the Merger is not consummated, our cash, cash equivalents and marketable securities as of March 31, 2025 will enable us to fund our operating expenses, notes to Inmagene and capital expenditure requirements for at least 12 months following the date of this filing. Our belief with respect to our ability to fund operations is based on estimates that are subject to risks, uncertainties and assumptions that may prove to be wrong, and we may use our available capital resources sooner than we currently expect. Because our resource requirements could change depending on the outcome of our ongoing strategic alternative review process, we are unable to estimate the exact amount of our working capital requirements. In addition to factors related to the exploration of strategic options for the continued development of IK-595 and certain other legacy programs, if the Merger is not consummated or if we continue to progress the development of our product candidates, our future operating and capital requirements may depend on many other factors, including:

Previous wording

the scope and cost to continue and execute our clinical trial for our ongoing clinical program;

Current wording

the scope and cost to continue and execute clinical trials for our clinical programs;

Previous wording

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other strategic transactions. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect our stockholders’ rights. Any debt financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business.

Current wording

If the Merger is not consummated, until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other strategic transactions. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interests may be diluted, and the terms of these securities may include liquidation or other preferences that could adversely affect our stockholders’ rights. Any debt financing, if available, may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business.

Previous wording

On April 27, 2022, we filed a shelf registration statement on Form S-3 (“Shelf”), with the SEC, which covers the offering, issuance, and sale by us of up to an aggregate of $300.0 million of our common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. We simultaneously entered into a sales agreement with Jefferies LLC, as sales agent, to provide for the issuance and sale by us of up to $100.0 million of our common stock from time to time in “at-the-market” offerings under the Shelf, which we refer to as the “ATM Program.” The Shelf was declared effective by the SEC on May 5, 2022. As of the date hereof, no sales have been made pursuant to the ATM Program.

Current wording

On April 27, 2022, we filed a shelf registration statement on Form S-3 (“Shelf”), with the SEC, which covers the offering, issuance, and sale by us of up to an aggregate of $300.0 million of our common stock, preferred stock, debt securities, warrants and/or units of any combination thereof. We simultaneously entered into a sales agreement with Jefferies LLC, as sales agent, to provide for the issuance and sale by us of up to $100.0 million of our common stock from time to time in “at-the-market” offerings under the Shelf, which we refer to as the ATM Program. The Shelf was declared effective by the SEC on May 5, 2022 and expired on May 5, 2025. No sales were made under the Shelf pursuant to the ATM Program.

Previous wording

We have a non-cancelable operating lease agreement for our office, lab, and animal care facility space in our Boston, Massachusetts corporate headquarters. We expect the total future minimum lease payments from September 30, 2024 to lease expiration in May 2026 to be $3.2 million. Additionally, in connection with the acquisition of Pionyr, we acquired an operating lease agreement for office and lab space in San Francisco, California. The space had been vacant and in April 2024, we signed three agreements with third parties to sublease the space. We expect total future minimum lease payments from September 30, 2024 to lease expiration in April 2027 to be $5.9 million. We expect to receive fixed minimum payments of $2.2 million during this same period. Our total future minimum lease payments for each of the next five years and in total are included in Note 15 in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

We have a non-cancelable operating lease agreement for our office, lab, and animal care facility space in our Boston, Massachusetts corporate headquarters. We expect the total future minimum lease payments from March 31, 2025 to lease expiration in May 2026 to be $2.3 million. Additionally, in connection with the acquisition of Pionyr, we acquired an operating lease agreement for office and laboratory space in San Francisco, California which we subleased to third parties in April 2024. We expect total future minimum lease payments from March 31, 2025 to lease expiration in April 2027 to be $4.8 million. We expect to receive fixed minimum payments of $1.8 million during this same period. Our total future minimum lease payments for each of the next five years and in total are included in Note 13 in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements during the reporting periods. These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience, known trends and events, 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. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions. During the nine months ended September 30, 2024, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K that was filed with the SEC on March 12, 2024.

Current wording

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements during the reporting periods. These items are monitored and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience, known trends and events, 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. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ materially from these estimates under different assumptions or conditions. During the three months ended March 31, 2025, there were no material changes to our critical accounting policies from those described in our Annual Report on Form 10-K that was filed with the SEC on March 6, 2025.

Previous wording

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until (1) the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250.0 million measured on the last business day of our second fiscal quarter, or (2) our annual revenues are $100.0 million or more during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700.0 million measured on the last business day of our second fiscal quarter.

Current wording

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is more than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenues are more than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700.0 million measured on the last business day of our second fiscal quarter.