Viking Therapeutics, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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Notes to Condensed Consolidated Financial Statements (unaudited)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Organization and Summary of Significant Accounting Policies
The Company
Viking Therapeutics, Inc., a Delaware corporation, together with its subsidiaries (the “Company”), is a clinical-stage biopharmaceutical company focused on the development of novel therapies for metabolic and endocrine disorders. In June 2021, the Company formed an Australian subsidiary, Viking Therapeutics, PTY LTD, so as to be able to take advantage of certain research and development reimbursements available to local Australian-based research and development companies that choose to do research in Australia. In January 2025, the Company formed an Irish subsidiary, Viking Therapeutics Ireland Limited.
The Company was incorporated under the laws of the State of Delaware on September 24, 2012 and its principal executive offices are located in San Diego, California, with subsidiaries located in Adelaide, Australia and Dublin, Ireland.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated balance sheet as of September 30, 2026, condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025, condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2026 and 2025, and condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2025 contained in the Annual Report on Form 10-K filed by the Company with the SEC on February 11, 2026. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2026, the results of operations for the three and nine months ended September 30, 2026 and 2025, the unaudited condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2026 and 2025 and the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025. The December 31, 2025 condensed consolidated balance sheet included herein was derived from the audited consolidated financial statements, but it does not include all disclosures or notes required by GAAP for complete consolidated financial statements.
The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2026 and 2025 are unaudited. Interim results are not necessarily indicative of results for an entire year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements. Significant estimates made in preparing these condensed consolidated financial statements relate to accounting for an operating lease, certain commitments, preclinical, nonclinical and clinical development costs, drug manufacturing costs and stock-based compensation. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities ofthree months or less from the date of purchase to be cash equivalents.
Restricted Cash
The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the condensed consolidated statements of cash flows.
Investments Available-for-Sale
Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in accumulated other comprehensive loss. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization of premiums and accretion of discounts is included in interest income. Realized gains and losses on available-for-sale securities are included in other income (expense). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash, cash equivalents, restricted cash and marketable securities. The Company maintains deposits in federally insured depository institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding approved investments and maturities of investments, which are designed to maintain safety and liquidity.
Prepaid Clinical Trial and Preclinical Study Costs
Prepaid clinical trial and preclinical study costs represent advance payments by the Company for future clinical trial and preclinical study services to be performed by the clinical research organization and other research organizations. Such amounts are recognized as research and development expense as the related clinical trial and preclinical study services are performed.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, and lease liability obligations are included in the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liability obligations represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The ROU asset also includes any lease payments made and excludes 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 that option. Lease expense is recognized on a straight-line basis over the lease term. Please refer to Note 4 for additional information.
Deferred Financing Costs
Deferred financing costs represent legal, accounting and other direct costs related to the Company’s efforts to raise capital through a public or private sale of the Company’s common stock. Costs related to the public sale of the Company’s common stock are deferred until the completion of the applicable offering, at which time such costs are reclassified to additional paid-in-capital as a reduction of the proceeds. Costs related to the private sale of the Company’s common stock are deferred until the completion of the applicable offering, at which time such costs are amortized to equity over the term of the applicable purchase agreement. Costs related to the issuance of debt are presented as a direct deduction from the carrying amount of the related debt and are amortized to interest expense using the effective interest method over the term of the debt.
Convertible Senior Notes
The Company accounts for its 2.00% convertible senior notes due 2032 (the “2032 Notes”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options, as amended by Accounting Standards Update (“ASU”) No. 2020-06, and ASC Topic 815, Derivatives and Hedging. The Company has not elected the fair value option under ASC Topic 825-10. The Company evaluates the embedded features of the 2032 Notes, including the conversion option, to determine whether any features require bifurcation and separate accounting as derivatives under ASC Topic 815-15. The Company concluded that the conversion option, including the make-whole adjustment to the conversion rate, is indexed to the Company’s own common stock and meets the requirements for equity classification under ASC Topic 815-40, and therefore qualifies for the scope exception from derivative accounting. The Company further concluded that the redemption, repurchase, acceleration and special interest features are clearly and closely related to the debt host and do not require bifurcation. Accordingly, the 2032 Notes are accounted for as a single liability measured at amortized cost. Debt issuance costs, including underwriting discounts and other direct costs, are presented as a direct deduction from the carrying amount of the 2032 Notes and are amortized to interest expense using the effective interest method over the contractual term of the 2032 Notes. Special interest, if any, is recognized as interest expense as it accrues.
Revenue Recognition
The Company has not recorded any revenues since its inception. However, in the future, the Company may enter into collaborative research and licensing agreements, under which the Company could be eligible for payments made in the form of upfront license fees, research funding, cost reimbursement, contingent event-based payments and/or royalties.
The Company adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers and all related amendments (“ASC 606” or “the revenue standard”). ASC 606 is a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The revenue standard is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 provides that an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The revenue standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, and costs to obtain or fulfill contracts. The Company will apply ASC 606 prospectively to all contracts.
All costs of research and development are expensed in the period incurred. Research and development costs for the Company and its subsidiaries primarily consist of fees paid to contract research organizations ("CROs") and clinical trial sites, employee- and consultant-related expenses, which include salaries, benefits and stock-based compensation for research and development personnel, external research and development expenses incurred pursuant to agreements with third-party manufacturing organizations, facilities costs, travel costs, dues and subscriptions, depreciation and materials used in preclinical studies, clinical trials and research and development.
The Company estimates its preclinical study and clinical trial expenses based on the services it received pursuant to contracts with research institutions and CROs that conduct and manage preclinical studies and clinical trials on the Company’s behalf. Clinical trial-related contracts vary significantly in length, and may be for a fixed amount based on milestones or deliverables, a variable amount based on actual costs incurred, capped at a certain limit, or a combination of these elements. The Company accrues service fees based on work performed, which relies on estimates of total costs incurred based on milestones achieved, patient enrollment and other events. The majority of the Company’s service providers invoice the Company in arrears, and to the extent that amounts invoiced differ from its estimates of expenses incurred, the Company accrues for additional costs. The financial terms of these agreements vary from contract to contract and may result in uneven expenses and payment flows. Preclinical study and clinical trial expenses include:
fees paid to CROs, consultants and laboratories in connection with preclinical studies;
fees paid to CROs, clinical trial sites, investigators and consultants in connection with clinical trials; and
fees paid to contract manufacturers and service providers in connection with the production, testing and packaging of active pharmaceutical ingredients and drug materials for preclinical studies and clinical trials.
Payments under some of these agreements depend on factors such as the milestones accomplished, including enrollment of certain numbers of patients, site initiation and the completion of clinical trial milestones. To date, the Company has not experienced any events requiring it to make material adjustments to its accruals for service fees. If the Company does not identify costs that it has begun to incur or if it underestimates or overestimates the level of services performed or the costs of these services, its actual expenses could differ from its estimates, which could materially affect its results of operations. Adjustments to the Company’s accruals are recorded as changes in estimates become evident. Furthermore, based on amounts invoiced to the Company by its service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as services are rendered.
Related to the Company’s Australian subsidiary, Viking Therapeutics, PTY LTD, the Company is eligible to receive, and has received, under the AusIndustry Research and Development Tax Incentive Program, an amount of cash from the Australian Taxation Office. The annual tax incentive is available to the Company on the basis of specific criteria with which the Company must comply related to research and development expenditures in Australia. As there is no specific GAAP guidance related to how to record this research and development tax incentive, the Company looked to International Accounting Standard 20 and determined that it will recognize these research and development tax incentives as contra research and development expense once received. The amounts are determined based on a cost-reimbursement basis, and the incentive is related to the Company’s research and development expenditures and is due regardless of whether any Australian tax is owed.
Patent Costs
Costs related to filing and pursuing patent applications are expensed as incurred to general and administrative expense, as recoverability of such expenditures is uncertain.
Stock-Based Compensation
The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model (the “Black-Scholes model”). The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. For restricted stock and restricted stock unit awards, the Company generally uses the straight-line method to allocate compensation cost to reporting periods over the holder’s requisite service period, which is generally the vesting period, and uses the fair value at grant date to value the awards. For restricted stock that vests upon the satisfaction of certain performance conditions, the Company recognizes stock-based compensation expense when it becomes probable that the performance conditions will be met. At the grant date, the Company determines the grant date fair value, as a publicly traded company, using the intrinsic value, or the closing price of the Company’s common stock on the date of grant. At the point where the criteria are deemed probable of being met, the Company records stock-based compensation with a cumulative catch-up expense in the period first recognized and then on a straight-line basis over the remaining period for which the performance criteria are expected to be completed.
For the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”), the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period. As the 2024 ESPP allows for up to one increase in contributions during each purchase period, as an employee elects to increase his or her contributions, the Company treats this as an accounting modification. The pre- and post-modification values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase periods.
Income Taxes
The Company accounts for its income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations.
FASB Accounting Standards Codification Topic 740-10, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in the Company’s condensed consolidated financial statements in accordance with GAAP. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
Foreign Currency
The financial statements of the Company’s foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, stockholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive loss” as equity in the condensed consolidated balance sheet. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within “Other comprehensive loss, net of tax” in the condensed consolidated statements of operations and comprehensive loss. For the three months ended September 30, 2026, foreign currency transaction loss amounted to $27,000. For the three months ended September 30, 2025, there wasno foreign currency transaction gain or loss. For the nine months ended September 30, 2026, foreign currency transaction loss amounted to $9,000. For the nine months ended September 30, 2025, foreign currency transaction gain amounted to $33,000.
Comprehensive Loss
The Company’s comprehensive loss consists of net loss, unrealized gains and losses on available-for-sale investments and foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries.
Net Loss per Common Share
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Diluted net loss per share for the 2032 Notes is computed using the if-converted method. Under this method, the 2032 Notes are assumed to be converted into common stock at the beginning of the period (or at issuance, if later), and the related interest expense, including amortization of debt issuance costs, is added back to the numerator, unless the effect is antidilutive. The Company presumes share settlement of the 2032 Notes for purposes of calculating diluted net loss per share.
The following table presents the computation of basic and diluted net loss per common share (in thousands, except share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net loss attributable to common stockholders | $(183,186) | $(90,787) | $(469,533) | $(201,977) |
| Denominator: | ||||
| Weighted-average common shares outstanding | 118,080,168 | 112,440,613 | 116,666,221 | 112,337,459 |
| Less: Weighted-average shares subject to repurchase | (30,211) | (120,843) | (30,211) | (120,843) |
| Denominator for basic and diluted net loss per share | 118,049,957 | 112,319,770 | 116,636,010 | 112,216,616 |
| Net loss per share: | ||||
| Basic and diluted | $(1.55) | $(0.81) | $(4.03) | $(1.80) |
Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares):
| As of September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Restricted stock units | 1,416,477 | 2,224,506 |
| Common stock subject to repurchase | 30,211 | 120,843 |
| Shares related to the 2032 Notes | 5,098,514 | — |
| Common stock options | 6,105,240 | 5,172,332 |
| 12,650,442 | 7,517,681 | |
Recently Issued Accounting Pronouncements Not Yet Adopted
In March 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires public entities to provide enhanced disclosures about the nature of certain expenses presented in the income statement, including the disaggregation of expenses such as employee compensation, depreciation and amortization, and other significant expense categories, as applicable. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies when Topic 270 applies, improves the navigability of the interim reporting guidance, and consolidates into Topic
270 a list of the interim disclosures required by other ASC topics. ASU 2025-11 also adds a disclosure principle to help entities determine whether disclosures not specified in ASC Topic 270 should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-11 on its condensed consolidated financial statements.
- Investments in Marketable Securities
The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. This policy also limits the amount of credit exposure to any one issue or type of instrument. As of each of September 30, 2026 and December 31, 2025, the Company’s investments were in government money market funds, commercial paper, corporate debt securities and government debt securities. During the nine months ended September 30, 2026, the Company received proceeds of $38.5 million from sales of available-for-sale securities and recognized realized gains of $30,000, which are included in other income (expense). During the year ended December 31, 2025, the Company sold available-for-sale securities for proceeds of $358.2 million and recognized realized gains of $10,000, which are included in other income (expense).
Investments classified as available-for-sale as of September 30, 2026 consisted of the following (in thousands):
| As of September 30, 2026 | AmortizedCost | GrossUnrealizedGains (1) | GrossUnrealizedLosses (1) | AggregateEstimatedFair Value |
|---|---|---|---|---|
| Commercial paper (2) | $53,536 | $— | $— | $53,536 |
| Corporate debt securities (2) | 208,559 | 1 | (1,100) | 207,460 |
| Government debt securities (2) | 21,332 | — | (124) | 21,208 |
| $283,427 | $1 | $(1,224) | $282,204 |
(1)
Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At September 30, 2026, there were 6 securities in an unrealized gain position and there were 113 securities in an unrealized loss position. The unrealized gains were less than $1,000 individually and $1,000 in the aggregate. The unrealized losses were less than $91,000 individually and $1.2 million in the aggregate. Although historically the Company has chosen not to sell its investments before maturity, the Company expects that it may need to do so from time to time as its expenses increase.
(2)
At September 30, 2026, none of these securities were classified as cash and cash equivalents on the Company’s condensed consolidated balance sheet, and $48.4 million of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.
Investments classified as available-for-sale as of December 31, 2025 consisted of the following (in thousands):
| As of December 31, 2025 | AmortizedCost | GrossUnrealizedGains (1) | GrossUnrealizedLosses (1) | AggregateEstimatedFair Value |
|---|---|---|---|---|
| Commercial paper (2) | $12,713 | $— | $— | $12,713 |
| Corporate debt securities (2) | 489,335 | 864 | (85) | 490,114 |
| Government debt securities (2) | 37,037 | 68 | (3) | 37,102 |
| $539,085 | $932 | $(88) | $539,929 |
(1)
Unrealized gains and losses on available-for-sale securities are included as a component of comprehensive loss. At December 31, 2025, there were 176 securities in an unrealized gain position and 59 securities in an unrealized loss position. The unrealized gains were less than $51,000 individually and $932,000 in the aggregate. The unrealized losses were less than $11,000 individually and $88,000 inthe aggregate. None of these securities have been in a continuous unrealized loss or unrealized gain position for more than 12 months. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity.
(2)
At December 31, 2025, none of these securities were classified as cash and cash equivalents on the Company’s consolidated balance sheet and $105.0 million of the corporate debt securities were scheduled to mature outside of one year at the time of purchase.
- Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, cash equivalents, restricted cash, investments, accounts payable and convertible senior notes. The carrying amounts reported in the accompanying condensed consolidated balance sheets for cash, cash equivalents, restricted cash and accounts payable approximate fair value because of the short-term maturity of those instruments. The 2032 Notes are carried at amortized cost on the Company’s condensed consolidated balance sheet. See Note 9 for the estimated fair value of the 2032 Notes. Fair value measurements are classified and disclosed in one of the following three categories:
Level 1 —Quoted prices in active markets for identical assets or liabilities.
Level 2 —Inputs other than Level 1 that are observable, either directly or indirectly, 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 that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of September 30, 2026 and December 31, 2025, all of the Company’s financial assets that were subject to fair value measurements were valued using observable inputs. The Company’s financial assets valued based on Level 1 inputs consist of government money market funds. The Company’s financial assets valued based on Level 2 inputs consist of commercial paper, corporate debt securities and government debt securities, which consist of investments in highly rated investment-grade corporate and government issuers.
The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. This policy also limits the amount of credit exposure to any one issue or type of instrument. As of September 30, 2026, the Company’s investments were in government money market funds, commercial paper, corporate debt securities and government debt securities.
The fair values of the Company’s financial instruments are presented below (in thousands):
| Total | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Financial assets carried at fair value: | ||||
| Cash equivalents: | $553,328 | $553,328 | $— | $— |
| Short-term investments | ||||
| Commercial paper, available-for-sale | 53,536 | — | 53,536 | — |
| Corporate debt securities, available-for-sale | 207,460 | — | 207,460 | — |
| Government debt securities, available-for-sale | 21,208 | — | 21,208 | — |
| Total financial assets | $835,532 | $553,328 | $282,204 | $— |
| Total | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Financial assets carried at fair value: | ||||
| Cash equivalents: | $59,124 | $56,529 | $2,595 | $— |
| Short-term investments | ||||
| Commercial paper, available-for-sale | 12,713 | — | 12,713 | — |
| Corporate debt securities, available-for-sale | 490,114 | — | 490,114 | — |
| Government debt securities, available-for-sale | 37,102 | — | 37,102 | — |
| Total financial assets | $599,053 | $56,529 | $542,524 | $— |
- Operating Leases – ROU Assets and Lease Liability Obligations
As of September 30, 2026, the Company hasone operating lease (the “Amended Office Lease”). The Amended Office Lease is for office space under an amended lease that took effect on April 8, 2026 and expires on November 7, 2031 (the “Term”). Below is a summary of the Company’s ROU assets and lease liabilities as of September 30, 2026 and December 31, 2025 (in thousands, except for years and %):
| September 30, 2026 · December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Right-of-use assets | $3,853 | $85 | ||||
| Lease liability obligations, current | $24 | $137 | ||||
| Lease liability obligations, less current portion | 4,014 | — | ||||
| Total lease liability obligations | $4,038 | $137 | ||||
| Weighted-average remaining lease term | 5.08 years | 0.25 years | ||||
| Weighted-average discount rate | 9.00 | % | 6.28 | % | ||
During the three and nine months ended September 30, 2026, the Company reco gnized $312,000 and $683,000 in oper ating lease expenses, respectively, which are included in operating expenses in the Company’s condensed consolidated statements of operations and comprehensive loss.
During the three and nine months ended September 30, 2025, the Company recognized $123,000 and $366,000 in operating lease expenses, respectively, which are included in operating expenses in the Company’s condensed consolidated statements of operations and comprehensive loss.
Approximate future minimum lease payments for the Company’s ROU assets over the remaining lease period as of September 30, 2026 are as follows (in thousands):
| Remainder of 2026 | $189 |
| 2027 | 364 |
| 2028 | 1,053 |
| 2029 | 1,222 |
| 2030 | 1,307 |
| 2031 | 1,121 |
| Total minimum lease payments | $5,256 |
| Less: amount representing interest | $(1,218) |
| Total lease liability obligations | $4,038 |
The Amended Office Lease provides the Company with anoption to extend the term of the Amended Office Lease for a period offive years beyond the Term. If the option is exercised, the renewal term will be upon the same terms and conditions as the Amended Office Lease, except that the base rent will be equal to the prevailing market rate as determined pursuant to the terms of the Amended Office Lease. The option to extend the term of the Amended Office Lease was not recognized as part of the Company’s lease liability and right-of-use assets. Refer to Note 7 for additional information.
- Stockholders’ Equity
Preferred Stock
The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.00001 par value per share, withno shares of preferred stock outstanding as of September 30, 2026 and December 31, 2025. The Company’s Board of Directors is authorized to designate the terms and conditions of any preferred stock the Company may issue without further action by the stockholders of the Company.
Common Stock
The Company is authorized to issue up to 300,000,000 shares of common stock, $0.00001 par value per share.
In February 2014, the Company entered into a stock purchase agreement with one of its founders. The agreement provided for the purchase of 1,000,000 shares of the Company’s common stock at a price per share of $0.01 in exchange for future services to be rendered to the Company as measured by certain performance criteria. The shares were subject to a repurchase option and were to vest intwo tranches of 500,000 shares each, upon achievement of the performance target or upon a triggering event as defined in the stock purchase agreement (the "Founder Agreement").
The Company determined that the fair value of the unrecognized expense was $168,000 at February 20, 2014, the grant date. In May 2015, the Company repurchased 633,810 of these shares at a purchase price of $0.00001 per share. In connection with the repurchase, the Company entered into an amendment to the Founder Agreement to provide that the remaining 366,190 shares will continue to vest intwo tranches of 183,095 shares each, upon achievement of the performance target or upon a triggering event as defined in the Founder Agreement. The pro rata grant date fair value of the unrecognized expense is $62,000. In October 2015, a triggering event became probable of occurrence and was deemed achieved in October 2016; therefore, the Company recorded $31,000 of stock-based compensation expense through December 31, 2016.
In May 2025, the Company modified the targets related to the remaining 183,095 shares, such that the shares vest upon the achievement of three performance goals. The incremental cost related to this modification totaled $5.2 million. The reason for the modification was to provide additional incentives toward achieving the Company’s long-term plans. As of June 30, 2025, none of the awards had been forfeited and the remaining three milestones had not been met but were deemed probable of achievement. In July 2025, a triggering event occurred and a performance target was achieved. Due to the achievement of this performance target,62,252 shares vested.
In October 2025, the Company modified one of the two remaining performance targets, such that the shares vest upon the achievement of an updated performance target. The incremental cost related to this modification totaled $0.3 million. As of September 30, 2026, none of the awards had been forfeited,60,422 shares related to one performance target vested and 30,211 shares related to one partially achieved performance target vested, resulting in the Company recording stock-based compensation expense of $39,000 during the nine months ended September 30, 2026. As of September 30, 2026, the remaining 30,210 unvested shares related to the one partially achieved performance target were deemed improbable to vest. The Company will continue to reassess at each reporting period whether these unvested shares related to the one partially achieved performance target become probable of vesting. The Company will begin to record compensation expense using the fair value to determine stock-based compensation expense in its financial statements over the period the Company estimates the remaining portion of the partially achieved performance target will actually be achieved if and when it is deemed probable.
On July 30, 2026, the Company filed an automatic universal shelf registration statement on Form S-3 (File No. 333-297820) as a well-known seasoned issuer as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing (the “2026 Shelf Registration Statement”). The 2026 Shelf Registration Statement allows the Company to offer an indeterminate amount of securities, including equity securities, debt securities, warrants, rights, units and depositary shares, from time to time as described in the 2026 Shelf Registration Statement. The specific terms of any offering under the 2026 Shelf Registration Statement will be established at the time of such offering. The 2026 Shelf Registration Statement will expire on July 30, 2029.
On July 29, 2026, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated, Piper Sandler & Co., Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Canaccord Genuity LLC (collectively, the “ATM Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the ATM Agents, as sales agent or principal, shares of the Company’s common stock (the “ATM Offering”). Sales of common stock pursuant to the ATM Agreement, if any, will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The 2026 Shelf Registration Statement included a prospectus relating to the ATM Offering (the “ATM Prospectus”). The Company has no obligation to sell any shares under the ATM Agreement, and it may at any time suspend offers under the ATM Agreement. From the date of the ATM Prospectus through September 30, 2026,1,476,600 shares of the Company’s common stock were sold pursuant to the ATM Agreement and, as of September 30, 2026, the Company may sell shares of its common stock for remaining gross proceeds of up to $449.8 million from time to time pursuant to the ATM Prospectus.
The Company previously had an automatic universal shelf registration statement on Form S-3, which expired on July 26, 2026 (the “Prior Shelf Registration Statement”), which included a prospectus (the “Prior ATM Prospectus”) relating to the sale of up to $200.0 million of shares of its common stock under a prior At-The-Market Equity Sales Agreement, dated July 28, 2021, as amended (the “Prior ATM Offering”). From the date of the Prior ATM Prospectus through July 26, 2026,4,591,231 shares of the Company’s common stock were sold pursuant to the Prior ATM Offering.
In September 2026, the Company completed concurrent public offerings pursuant to the 2026 Shelf Registration Statement consisting of (i)9,035,714 shares of its common stock at a public offering price of $35.00 per share and (ii) $258.8 million aggregate principal amountof 2032 Notes. The offerings included the full exercise of the underwriters’ option to purchase additional shares of common stock and the option to purchase additional 2032 Notes.
The Company received gross proceeds of approximately $316.25 million from the sale of common stock and approximately $258.8 million from the issuance of the 2032 Notes. Net proceeds were appr oximately $296.9 million from the common stock offering and approximately $250.6 million from the 2032 Notes offering, after deducting underwriting discounts, commissions and estimated offering expenses.
The 2032 Notes are senior, unsecured obligations of the Company and bear interest at a rate of 2.00% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2027. The 2032 Notes will mature on October 15, 2032, unless earlier converted, redeemed, or repurchased. The initial conversion rate is 19.7044 shares of common stock per $1,000 principal amount of 2032 Notes, which represents an initial conversion price of approximately $50.75 per share, subject to customary adjustments. Refer to Note 9 for additional information regarding the 2032 Notes.
During the nine months ended September 30, 2026 and 2025, the Company issued 15,500 and 7,764 shares, respectively, of its common stock pursuant to the 2024 ESPP.
In February 2025, the Company’s Board of Directors authorized a stock repurchase program effective February 27, 2025, whereby the Company may purchase up to $250.0 million in shares of its common stock over a period of up totwo years (the “2025 Repurchase Program”). In July 2026, the Company’s Board of Directors terminated the 2025 Repurchase Program and authorized a new stock repurchase program effective July 30, 2026, whereby the Company may purchase up to $500.0 million in shares of its common stock over a period of up tothree years (the “New Repurchase Program”). The New Repurchase Program may be carried out at the discretion of a committee of the Company’s Board of Directors through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. The Company did not repurchase any shares of its common stock under the 2025 Repurchase Program or the New Repurchase Program during each of the nine months ended September 30, 2026 and 2025.
- Stock-Based Compensation
The Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the Black-Scholes option-valuation model. The Black-Scholes model requires the input of subjective assumptions, including volatility, the expected term and the fair value of the underlying common stock on the date of grant, among other inputs. For restricted stock and restricted stock unit awards, the Company generally uses the straight-line method to allocate compensation cost to reporting periods over the holder’s requisite service period, which is generally the vesting period, and uses the fair value at grant date to value the awards. For restricted stock that vests upon the satisfaction of certain performance conditions, the Company recognizes stock-based compensation expense when it becomes probable that the performance conditions will be met. At the grant date, the Company determines the grant date fair value, as a publicly traded company, using the intrinsic value, or the closing price of its common stock on the date of grant. At the point where the criteria are deemed probable of being met, the Company records stock-based compensation with a cumulative catch-up expense in the period first recognized and then on a straight-line basis over the remaining period for which the performance criteria are expected to be completed.
For the 2024 ESPP, the Company generally recognizes compensation expense for the fair value of the purchase options, as measured on the grant date, and uses the graded vesting method to allocate this compensation cost to each purchase period within the related two-year offering period. As the 2024 ESPP currently allows for up to one increase in contributions during each purchase period, as an employee elects to increase their contributions, the Company treats this as an accounting modification. The pre- and post-modification values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase periods.
2014 Plan. The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) provided that the compensation committee of the Company’s Board of Directors (the “Compensation Committee”) could grant or issue stock options, stock appreciation rights, restricted shares, restricted stock units and unrestricted shares, deferred share units, performance and cash-settled awards and dividend equivalent rights to participants under the 2014 Plan. Initially, a total of 1,527,770 shares of the Company’s common stock were reserved for issuance pursuant to the 2014 Plan. The 2014 Plan provided that the number of shares available for issuance under the 2014 Plan would, unless otherwise determined by the Company’s Board of Directors or the Compensation Committee, be automatically increased on January 1 of each year commencing on January 1, 2016 and ended on (and including) January 1, 2024, in an amount equal to 3.5% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year. The shares of common stock deliverable pursuant to awards under the 2014 Plan are authorized but unissued shares of the Company’s common stock, or shares of the Company’s common stock that the Company otherwise holds in treasury or in trust.
2024 Plan. On May 21, 2024, the Company’s stockholders approved the Viking Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), which replaced the 2014 Plan. No further awards have been or will be made under the 2014 Plan since May 21, 2024. The number of shares of common stock initially authorized for issuance pursuant to the 2024 Plan is equal to (a)12,000,000 sharesof common stock, plus (b) up to a maximum of 7,674,614 shares of common stock subject to outstanding stock options or other equity awards previously granted under the 2014 Plan that will become available for future issuance under the 2024 Plan to the extent that, after May 21, 2024, any such equity award terminates or expires prior to exercise or settlement, is not issued because the award is settled in cash, is forfeited because of the failure to vest or is reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price.
2024 ESPP. On May 21, 2024, the Company’s stockholders approved the 2024 ESPP. No further shares have been, or will be, issued to participants under the Company’s prior 2014 Employee Stock Purchase Plan since May 21, 2024. The maximum number of shares of the Company’s common stock that may be issued under the 2024 ESPP will not exceed 5,500,000 shares for issuance pursuant to purchases under the 2024 ESPP. The shares of common stock available for purchase pursuant to the 2024 ESPP are authorized but unissued shares of the Company’s common stock, shares of the Company’s common stock that the Company otherwise held in treasury or shares of the Company’s common stock that are purchased on the open market in arms’ length transactions in accordance with applicable securities laws. Shares of the Company’s common stock will be offered for purchase under the 2024 ESPP as determined by the Compensation Committee through a series of successive offerings that each have a term of 24 months and consist offour consecutive purchase periods ofsix months each. Prior to the commencement of any future offering under the 2024 ESPP, the Compensation Committee may determine that the current offering shall end, may commence a new offering on the first day after the end of such terminal purchase period (or any desired later date), and may decide that future offerings will consist of one or more consecutive purchase periods, each to be of such duration as determined by the Compensation Committee; however, no offering will exceed 27 months and no purchase period will exceed one year. Each employee of the Company who (1) is an employee on the first date of any offering under the 2024 ESPP, (2) is customarily scheduled to work for more than 20 hours per week and more than five months per calendar year, and (3) meets such other criteria as may be determined by the Compensation Committee (consistent with Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”)), is eligible to participate in the 2024 ESPP for each purchase period within such offering. The purchase price per share of the Company’s common stock under the 2024 ESPP may not be less than, and will initially be equal to, the lesser of: (1)85% of the fair market value per share of the Company’s common stock on the first day of the offering, or (2)85% of the fair market value per share of the Company’s common stock on the date the purchase right is exercised, which will be the last day of the applicable purchase period.
During the three and nine months ended September 30, 2026 and 2025, the Company recognized the following stock-based compensation expense (in thousands):
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Stock-based compensation expense by type of award: | ||||
| Stock options | $11,907 | $3,623 | $22,991 | $11,489 |
| Restricted stock and restricted stock units | 5,923 | 3,481 | 16,050 | 20,205 |
| Employee stock purchase plan | 62 | 232 | 321 | 537 |
| Total stock-based compensation expense included in expenses | $17,892 | $7,336 | $39,362 | $32,231 |
| Stock-based compensation expense by line item: | ||||
| Research and development expenses | $10,997 | $2,595 | $18,905 | $10,119 |
| General and administrative expenses | 6,895 | 4,741 | 20,457 | 22,112 |
| Total stock-based compensation expense included in expenses | $17,892 | $7,336 | $39,362 | $32,231 |
The following table sets forth the Company’s unrecognized stock-based compensation expense by type of award and the weighted-average period over which that expense is expected to be recognized (in thousands, except for years):
| UnrecognizedExpense,Net ofEstimatedForfeitures | Weighted-averageRecognitionPeriod(in years) | |
|---|---|---|
| Type of award: | ||
| Stock options | $31,627 | 2.24 |
| Restricted stock and restricted stock units | $19,865 | 1.49 |
The following table is a summary of restricted stock activity during the nine months ended September 30, 2026:
| Shares of Restricted Stock | Weighted-AverageGrant DateFair Value | |
|---|---|---|
| Unvested at December 31, 2025 | 120,843 | $0.17 |
| Granted | — | $— |
| Vested | (90,632) | $0.17 |
| Forfeited | — | $— |
| Repurchased | — | $— |
| Unvested at September 30, 2026 | 30,211 | $0.17 |
The following table summarizes restricted stock unit activity during the nine months ended September 30, 2026:
| Shares Subject to Restricted Stock Units | Weighted-AverageGrant DateValue | |
|---|---|---|
| Unvested at December 31, 2025 | 2,113,636 | $17.28 |
| Granted | 672,393 | $35.26 |
| Vested | (1,020,882) | $12.72 |
| Forfeited | (218,999) | $4.88 |
| Cancelled | (129,671) | $27.75 |
| Unvested at September 30, 2026 | 1,416,477 | $30.06 |
The Company issues performance-based restricted stock units (“PRSU awards”). These awards are issued to certain of its employees and the shares subject to these PRSU awards will vest upon the Company achieving certain milestones over a four-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the applicable grant date. At the grant date, the Company determines the grant date fair value, as a publicly traded company, using the intrinsic value, or the closing price of the Company’s common stock on the date of grant. At the point where the criteria are deemed probable of being met, the Company records stock-based compensation with a cumulative catch-up expense in the period first recognized and then on a straight-line basis over the remaining period for which the performance criteria are expected to be completed.
In January 2022, the Company issued 657,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the shares subject to the PRSU awards vesting upon the achievement ofthree of the milestones over afour-year period and 133.3% of the shares subject to the PRSU awards vesting upon the achievement of allfour milestones over afour-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates. As of January 3, 2026, the date of cancellation,218,999 PRSU awards were cancelled, andthree of the milestones had been met, resulting in the Company recording cumulative stock-based compensation expense of $3.2 million.
In January 2023, the Company issued 920,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the shares subject to the PRSU awards vesting upon the achievement ofthree of the milestones over afour- year period and 133.3% of the shares subject to the PRSU awards vesting upon the achievement of allfour milestones over afour-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant dates. As of September 30, 2026, no PRSU awards were forfeited, three of the four milestones had been met and the remainingone milestone was deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $10.5 million through September 30, 2026 and stock-based compensation expense of $372,000 during the nine months ended September 30, 2026.
In January 2024, the Company issued 677,500 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the shares subject to the PRSU awards vesting upon the achievement ofthree of the milestones over afour-year period and 133.3% of the shares subject to the PRSU awards vesting upon the achievement of allfour milestones over afour-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant date. As of September 30, 2026, no PRSU awards had been forfeited, two of the four milestones had been met and the remainingtwo milestones were deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $13.4 million through September 30, 2026 and stock-based compensation expense of $0.9 million during the nine months ended September 30, 2026.
In January 2025, the Company issued 228,000 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the shares subject to the PRSU awards vesting upon the achievement ofthree of the milestones over afour-year period and 133.3% of the shares subject to the PRSU awards vesting upon the achievement of allfour milestones over afour-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant date. As of September 30, 2026, no PRSU awards had been forfeited, two of the four milestones had been met, one of the four milestones had been partially met and the remaining milestone was deemed probable of achievement, resulting in the Company recording cumulative stock-based compensation expense of $9.0 million through September 30, 2026 and stock-based compensation expense of $163,000 during the nine months ended September 30, 2026.
In January 2026, the Company issued 300,650 PRSU awards to several of its employees, which are reflected in the above table summarizing restricted stock unit activity. The shares subject to these PRSU awards shall vest upon the Company achieving certain milestones, with 100% of the shares subject to the PRSU awards vesting upon the achievement ofthree of the milestones over afour-year period and 133.3% of the shares subject to the PRSU awards vesting upon the achievement of allfour milestones over afour-year period, with any then-unvested portion of the PRSU awards to be cancelled on the four-year anniversary of the grant date. As of September 30, 2026,4,650 PRSU awards had been forfeited, and allfour milestones were deemed probable of achievement, resulting in the Company recording stock-based compensation expense of $5.6 million during the nine months ended September 30, 2026.
The following table summarizes stock option activity during the nine months ended September 30, 2026:
| Shares Subject to Stock Options | Weighted-AverageExercisePrice | Weighted-AverageRemainingContractualTerm (in years) | Aggregate Intrinsic Value | |
|---|---|---|---|---|
| Options outstanding at December 31, 2025 | 5,114,754 | $14.18 | 6.66 | 114,000,000 |
| Granted | 1,419,196 | $33.52 | ||
| Exercised | (146,106) | $12.68 | ||
| Forfeited | — | $— | ||
| Cancelled | (282,604) | $24.36 | ||
| Options outstanding at September 30, 2026 | 6,105,240 | $18.24 | 6.68 | 96,000,000 |
| Options exercisable at September 30, 2026 | 3,822,166 | $12.30 | 5.64 | 81,000,000 |
The Company received $2.2 million and $1.3 million in cash proceeds from option exercises and 2024 ESPP common stock issuances during the nine months ended September 30, 2026 and 2025, respectively.
Compensation cost for stock options granted to employees is based on the estimated grant date fair value and is recognized ratably over the vesting period of the applicable option. The estimated per share weighted average fair value of stock options granted to employees during the nine months ended September 30, 2026 was$24.68.
As stock-based compensation expense recognized is based on options ultimately expected to vest, the fair value of each employee option grant during the nine months ended September 30, 2026 was estimated on the date of grant using the Black-Scholes model with the following weighted average assumptions:
| Expected volatility | 85.47 | % | ||
|---|---|---|---|---|
| Expected term (in years) | 5.93 | |||
| Risk-free interest rate | 4.01 | % | ||
| Expected dividend yield | 0 | % | ||
Expected Volatility. The expected volatility rate used to value stock option grants is based on the volatility of the Company’s historical share prices.
Expected Term. The Company elected to utilize the “simplified” method for “plain vanilla” options to value stock option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option.
Risk-Free Interest Rate. The risk-free interest rate assumption was based on zero-coupon U.S. Treasury instruments that had terms consistent with the expected term of the Company’s stock option grants.
Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future.
Forfeitures are accounted for as actual forfeitures occur.
Since the Company had a net operating loss carryforward as of September 30, 2026, no excess tax benefits for the tax deductions related to stock-based awards were recognized in the condensed consolidated statements of operations and comprehensive loss.
- Commitments and Contingencies
On November 15, 2021, the Company entered into an office lease with One Pacific Heights LLC (the “Prior Office Lease”). The Prior Office Lease was for approximately 7,940 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 350, San Diego, California 92121 (the “Prior Premises”).
Monthly base rent payments due under the Prior Office Lease for the Prior Premises were $28,187, subject to annual increases of 3.0% during the term of the Prior Office Lease. Under the Prior Office Lease, the Company was responsible for certain charges for common area maintenance and other costs, including utility expenses, and the Prior Office Lease provided for abatement of rent during certain periods and escalating rent payments throughout the term of the Prior Office Lease, which was from March 1, 2022 through July 2, 2027.
On September 16, 2024, the Company entered into an office sublease (the “Prior Office Sublease”) with TÜV SÜD America Inc. The Prior Office Sublease was for approximately 6,307 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 325, San Diego, California 92121 (the “Prior Subleased Premises”).
Monthly base rent payments due under the Prior Office Sublease for the Prior Subleased Premises were $12,614, subject to annual increases of 3.0% during the term of the Prior Office Sublease. Under the Prior Office Sublease, the Company was responsible for certain other costs, including utility expenses. The term of the Prior Office Sublease was from September 16, 2024 to March 31, 2026.
On March 10, 2025, the Company entered into broad, multi-year manufacturing agreements (the “Manufacturing Agreements”) with Corden Pharma Colorado, Inc. and its affiliates (“CordenPharma”), covering both the active pharmaceutical ingredient (“API”) and final finished product supply for VK2735. Under the terms of the Manufacturing Agreements, the Company secured dedicated capacity for the annual manufacture and supply of multiple metric tons of VK2735 API. In addition, CordenPharma will provide fill/finish capacity for both the injectable and oral formulations of VK2735. In exchange for dedicated API and fill/finish capacity, the Company will make prepayments to CordenPharma, to be paid over the period from 2026 to 2028. These prepayments will be fully credited against future orders.
In October 2025, the Company entered into the Amended Office Lease with One Pacific Heights LLC for which the Company took possession of the New Premises (as defined below) commencing on April 8, 2026. Concurrently, the remainder of the Prior Office Lease was terminated. The Amended Office Lease is for approximately 25,062 rentable square feet of space located at 9920 Pacific Heights Blvd, Suite 500, San Diego, California 92121 (the “New Premises”). The New Premises are now the Company’s corporate headquarters.
Monthly base rent payments due under the Amended Office Lease for the New Premises are $87,717 for months 1 - 36, $106,514 for months 37 - 48, $109,772 for months 49 - 60, and $113,030 for months 61 - 67. The Company is responsible for certain charges for common area maintenance and other costs, including utility expenses, and the Amended Office Lease provides for abatement of rent during certain periods.
The Amended Office Lease provides the Company with an option to extend the term of the Amended Office Lease for a period offive years beyond the Term. If the option is exercised, the renewal term will be upon the same terms and conditions as the Amended Office Lease, except that the base rent will be equal to the prevailing market rate as determined pursuant to the terms of the Amended Office Lease.
- Segment Reporting
The Company is a clinical-stage biopharmaceutical company focused on the development of novel first-in-class or best-in-class therapies for the treatment of metabolic and endocrine disorders, with multiple programs currently in clinical trials. The Company manages its business activities on a consolidated basis and operates inone reportable segment.
The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes the Company’s long-range plan, which includes drug pipeline roadmaps and long-range financial models, as key inputs to resource allocation decisions. In order to ensure that these long-range financial models are reliable, the CODM will perform look-back comparisons and budget versus actual analyses. The CODM makes decisions on resource allocation and monitors budget versus actual results using losses from operations and its effect on the Company’s cash balance.
Significant expenses within loss from operations include research and development and general and administrative expenses, which are each separately presented on the Company’s condensed consolidated statements of operations and comprehensive loss. Other segment items within net loss include interest income, interest expense, realized gains on investments and, for the 2025 periods, amortization of financing costs.
- Convertible Senior Notes
2.00% Convertible Senior Notes Due 2032
On September 25, 2026, the Company issued $258.8 million aggregate principal amount of 2032 Notes. The Company received net proceeds of approximately $250.6 million from the issuance of the 2032 Notes, after deducting underwriting discounts and commissions and estimated offering expenses.
The 2032 Notes are senior, unsecured obligations of the Company and rank equally in right of payment with the Company’s existing and future senior, unsecured indebtedness.
The 2032 Notes bear interest at a rate of 2.00% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning April 15, 2027. The 2032 Notes will mature on October 15, 2032, unless earlier converted, redeemed or repurchased in accordance with their terms.
Holders of the 2032 Notes may convert their 2032 Notes at their option only under specified circumstances. Before July 15, 2032, holders may convert their 2032 Notes only (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026, if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 2032 Notes for each trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (iii) upon the occurrence of certain specified corporate events; or (iv) if the Company calls the 2032 Notes for redemption. On or after July 15, 2032, holders may convert their 2032 Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The initial conversion rate is 19.7044 shares of the Company’s common stock per $1,000 principal amount of 2032 Notes, which represents an initial conversion price of approximately $50.75 per share. The conversion rate is subject to adjustment upon the occurrence of certain events specified in the indenture governing the 2032 Notes, including certain dividends or distributions, stock splits, combinations, tender or exchange offers and other specified transactions.
Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. In connection with certain corporate events constituting a make-whole fundamental change, the conversion rate may be increased for a specified period of time in accordance with the terms of the indenture governing the 2032 Notes.
On or after October 22, 2029 and on or before the 25th scheduled trading day immediately preceding the maturity date, the Company may redeem for cash all or any portion of the 2032 Notes, but only if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for a specified period of time, and the Company may not redeem less than all of the outstanding 2032 Notes unless at least $100.0 million aggregate principal amount of 2032 Notes remains outstanding and not called for redemption. The redemption price will equal 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but exclu ding, the redemption date. Calling any 2032 Note for redemption will constitute a make-whole fundamental change with respect to that 2032 Note.
The Company may also redeem all, but not less than all, of the 2032 Notes if the aggregate principal amount of 2032 Notes outstanding is less than 15% of the aggregate principal amount of 2032 Notes originally issued in the offering, including any additional 2032 Notes issued pursuant to the exercise of the underwriters’ option to purchase additional 2032 Notes.
If a fundamental change occurs, holders may require the Company to repurchase their 2032 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2032 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date, subject to the terms and conditions of the indenture governing the 2032 Notes.
The following table presents the net carrying amount of the 2032 Notes as of September 30, 2026 (in thousands):
| Principal | 258,750 |
|---|---|
| Unamortized issuance costs | (8,150) |
| Convertible senior notes, net | 250,600 |
The Company recognized $88,000 of interest expense related to the 2032 Notes for the three months ended September 30, 2026, which consisted of the amortization of issuance costs and accrued contractual interest.
As of September 30, 2026, the 2032 Notes had a remaining contractual principal amount of $258.8 million and a carrying amount of $250.6 million. The Company classified the 2032 Notes as a long-term liability on its condensed consolidated balance sheet.
Fair Value
The estimated fair value of the 2032 Notes was approximately $265.3 million as of September 30, 2026. The fair value was determined based on the quoted market price of the 2032 Notes and is classified as Level 2 within the fair value hierarchy.
- Subsequent Events
The Company has evaluated all subsequent events through the date of the filing of this Quarterly Report on Form 10-Q with the SEC to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of September 30, 2026, and events which occurred subsequent to September 30, 2026, but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.