Vor Biopharma Inc.
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
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Sep 30, 2026 · Filed Oct 30, 2026
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Nature of the Business
Vor Biopharma Inc. (the “Company”) is a clinical-stage company advancing telitacicept, a novel, dual-target recombinant fusion protein that inhibits both BLyS (BAFF) and APRIL—two key cytokines involved in B cell survival and autoantibody production. This dual-target mechanism reduces autoreactive B cells and autoantibody production, key drivers of autoimmune pathology. The Company is headquartered in Boston, Massachusetts. The Company was incorporated on December 30, 2015.
Risks and Uncertainties
The Company is subject to a number of risks common to development stage companies in the biotechnology industry, including, but not limited to, risks of failure of clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, uncertainty of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, adverse macroeconomic conditions and the need to obtain additional financing.
Liquidity and Capital Resources
The Company expects that its existing cash, cash equivalents and marketable securities as of September 30, 2026 of$481.6 million will be sufficient to allow the Company to fund its current planned operations through at least a period of one year after the date the financial statements are issued.
As of September 30, 2026, the Company has an accumulated deficit of$1,522.1 million. The Company anticipates that it will continue to incur significant operating losses for the next several years as it continues to develop its product candidate. As a result, the Company's continued operations are dependent on its ability to raise additional funding. If the Company is unable to obtain additional funding on a timely basis, it may be forced to significantly curtail, delay, or discontinue one or more of its planned research or development programs or be unable to expand its operations.
- Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates issued by the Financial Accounting Standards Board.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies in developing the estimates and assumptions that are used in the preparation of the condensed consolidated financial statements. Management must apply significant judgment in this process. Management’s estimation process often may yield a range of potentially reasonable estimates and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: accrued expenses and stock-based compensation expense.
Unaudited Interim Financial Information
The condensed consolidated financial statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period.
The accompanying condensed consolidated balance sheet as of December 31, 2025 has been derived from the Company’s audited consolidated financial statements for the year ended December 31, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to GAAP or the rules and regulations of the SEC. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”).
There have been no material changes to the Company’s significant accounting policies as described in the 2025 Annual Report.
- Marketable Securities
The amortized cost and estimated fair value of marketable securities, by remaining contractual maturity, are as follows:
| (in thousands) | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Fair Value |
|---|---|---|---|---|
| Maturing in one year or less | ||||
| Corporate bonds | $84,419 | — | $(415) | $84,004 |
| Yankee bonds | 2,509 | — | (16) | 2,493 |
| U.S. Treasuries | 147,676 | — | (559) | 147,117 |
| U.S. Treasury bills | 55,623 | — | (50) | 55,573 |
| Maturing after one year through five years | ||||
| Corporate bonds | 24,692 | — | (250) | 24,442 |
| U.S. Treasuries | 89,500 | — | (555) | 88,945 |
| Total | $404,419 | $— | $(1,845) | $402,574 |
| (in thousands) | Amortized Cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Fair Value |
|---|---|---|---|---|
| Maturing in one year or less | ||||
| U.S. Treasuries | $25,772 | $16 | $— | $25,788 |
| U.S. Treasury bills | 13,636 | 6 | — | 13,642 |
| Maturing after one year through five years | ||||
| U.S. Treasuries | 19,273 | 19 | — | 19,292 |
| Total | $58,681 | $41 | $— | $58,722 |
The following table presents the fair value of the Company’s securities that were in an unrealized loss position as of September 30, 2026, and the total unrealized loss by each type of security. The Company didnot record any impairments to marketable securities or reserves for credit losses related to its marketable debt securities during the periods presented. There wereno securities in an unrealized loss position as of December 31, 2025.
| Less than twelve months | Greater than twelve months | Total | ||||
|---|---|---|---|---|---|---|
| (in thousands) | Fair value | Unrealized loss | Fair value | Unrealized loss | Fair value | Unrealized loss |
| Corporate bonds | $108,446 | $(665) | — | — | $108,446 | $(665) |
| U.S. Treasury bills | 55,573 | (50) | — | — | 55,573 | (50) |
| U.S. Treasuries | 236,062 | (1,114) | — | — | 236,062 | (1,114) |
| Yankee bonds | 2,493 | (16) | — | — | 2,493 | (16) |
| Total | $402,574 | $(1,845) | $— | $— | $402,574 | $(1,845) |
- Fair Value Measurements
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:
| (in thousands) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Cash equivalents | ||||
| Money market funds | $68,541 | $— | $— | $68,541 |
| Total cash equivalents | 68,541 | — | — | 68,541 |
| Marketable securities | ||||
| Corporate bonds | — | 108,446 | — | 108,446 |
| U.S. Treasury bills | — | 55,573 | — | 55,573 |
| U.S. Treasuries | — | 236,062 | — | 236,062 |
| Yankee bonds | — | 2,493 | — | 2,493 |
| Total marketable securities | — | 402,574 | — | 402,574 |
| Restricted cash equivalents | ||||
| Money market funds | 168 | — | — | 168 |
| Liabilities | ||||
| Warrant liabilities | — | 594,704 | — | 594,704 |
| (in thousands) | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Cash equivalents | ||||
| Money market funds | $392,803 | $— | $— | $392,803 |
| U.S. Treasury bills | — | 3,434 | — | 3,434 |
| Total cash equivalents | 392,803 | 3,434 | — | 396,237 |
| Marketable securities | ||||
| U.S. Treasury bills | — | 13,642 | — | 13,642 |
| U.S. Treasuries | — | 45,080 | — | 45,080 |
| Total marketable securities | — | 58,722 | — | 58,722 |
| Restricted cash equivalents | ||||
| Money market funds | 168 | — | — | 168 |
| Liabilities | ||||
| Warrant liabilities | — | 600,547 | — | 600,547 |
The fair value of the Company’s cash equivalents and restricted cash equivalents is determined based on quoted market prices in active markets withno valuation adjustment. The fair value of marketable securities and warrant liabilities is determined based on observable market inputs. There wereno transfers between levels during thenine months ended September 30, 2026.
Prepaid expenses, accounts payable and accrued expenses are stated at their respective historical carrying values, which approximate fair value due to their short-term nature.
- Property and Equipment, Net
Property and equipment, net consisted of the following:
| September 30, · December 31, | |||
|---|---|---|---|
| (in thousands) · 2026 · 2025 | |||
| Furniture, fixtures and other | 751 | 558 | |
| Total | 751 | 558 | |
| Less: Accumulated depreciation | (128) | (25) | |
| Property and equipment, net | $ | 623 | $533 |
An immaterial amount of depreciation was recognized during the three and nine months ended September 30, 2026. Depreciation expense for the three and nine months ended September 30, 2025 was $2.1 and $2.9 million, respectively.
- Accrued Liabilities
Accrued liabilities consisted of the following:
| September 30, | December 31, | |
|---|---|---|
| (in thousands) | 2026 | 2025 |
| Employee-related expenses | $6,308 | $3,066 |
| Professional fees | 1,355 | 1,366 |
| Clinical expenses | 15,349 | 8,466 |
| Manufacturing expenses | 6,610 | 6,071 |
| Other research and development expenses | 267 | 241 |
| Other | 476 | 554 |
| Total accrued liabilities | $30,365 | $19,764 |
- Stockholders' Equity and Warrants
2024 Private Placement
On December 27, 2024, the Company entered into a purchase agreement with certain institutional investors (collectively, the“2024 Purchasers”), pursuant to which the Company issued and sold to the 2024 Purchasers in a private placement an aggregate of (i)2,793,562 shares of the Company's common stock and (ii) warrants to purchase up to 3,491,953 shares of the Company's common stock (the “2024 Warrants”) at the closing of the private placement on December 30, 2024. Net proceeds from the private placement were $52.7 million, after deducting placement fees and issuance costs payable by the Company.
The 2024 Warrants have an exercise price of $16.76 per share and were immediately exercisable, subject to certain limitations on exercise set forth in the 2024 Warrants. The 2024 Warrants will terminate seven years from issuance on December 30, 2031.
The Company determined that the 2024 Warrants are freestanding instruments that do not meet the definition of a liability or derivative. The 2024 Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification. Accordingly, the 2024 Warrants were classified as equity and accounted for as a component of additional paid-in capital at the time issued. The Company also determined that the 2024 Warrants should be included in the determination of diluted net loss per share if their impact is dilutive. However, they are not included within diluted net loss per share for the three and nine months ended September 30, 2026 or 2025 as their effect would be antidilutive.
As of September 30, 2026, none of the 2024 Warrants have been exercised.
June 2025 Private Placement
On June 25, 2025, the Company entered into a purchase agreement with certain institutional investors (collectively, the “2025 Purchasers”), pursuant to which the Company issued and sold to the 2025 Purchasers in a private placement warrants to purchase up to an aggregate of 34,999,999 shares of the Company’s common stock (the “2025 PIPE Warrants”) at the closing on June 27, 2025. Net proceeds from the private placement were $174.4 million, after deducting issuance costs payable by the Company. In addition to the 2025 PIPE Warrants, on June 25, 2025 the Company issued a warrant to purchase up to 16,000,000 shares of the Company’s common stock as partial consideration for the Telitacicept License Agreement (as defined below) to a subsidiary of RemeGen Co., Ltd. (“RemeGen Warrant”). Refer to Note 10 for additional information on the license arrangement. The 2025 PIPE Warrants and RemeGen Warrant are collectively referred to as the 2025 Warrants.
The 2025 Warrants have an exercise price of $0.002 per share and became exercisable upon stockholder approval of the issuance of the underlying shares and an amendment to the certificate of incorporation to increase the number of authorized shares, subject to certain limitations on exercise set forth in the 2025 Warrants. On August 25, 2025, the stockholders approved the issuance of the underlying shares and on September 17, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split, resulting in sufficient available authorized shares for warrant holders to exercise the 2025 Warrants. The 2025 Warrants do not expire.
Upon issuance, the 2025 Warrants were liability-classified as they are not considered indexed to the Company’s common stock. The 2025 Warrants are measured at fair value each period with changes in fair value presented within the condensed consolidated statements of operations and comprehensive loss. The valuation of the 2025 Warrants is classified within Level 2 of the fair value hierarchy due to the use of observable market inputs, primarily the quoted price of the Company’s common stock underlying the warrants. The initial carrying value of the 2025 PIPE Warrants and the RemeGen Warrant at issuance was $175.0 million and $177.4 million, respectively. Issuance costs related to the 2025 PIPE Warrants were expensed as incurred.
The Company also determined the 2025 Warrants should be included in the determination of diluted net loss per share if their impact is dilutive. However, they are not included within diluted net loss per share for the three and nine months ended September 30, 2026 and 2025 as the effect would be antidilutive.
During the three and nine months ended September 30, 2026,4,350,000 and 14,748,099, respectively, of the 2025 Warrants were exercised for an immaterial amount of net proceeds. Some of the exercises were completed via cashless exercise, which resulted in slightly less shares issued than warrants exercised for such transactions. The remaining 31,172,260 outstanding 2025 Warrants had a fair value of $594.7 million as of September 30, 2026.
November 2025 Public Offering
On November 10, 2025, the Company entered into an underwriting agreement relating to the issuance and sale in a public offering of 11,500,000 shares of the Company’s common stock, including 1,500,000 shares purchased by the underwriters under a 30-day option to purchase additional shares (the “November 2025 Offering”) at a public offering price of $10.00 per share. The net proceeds to the Company from the November 2025 Offering were $107.7 million after deducting the underwriting discounts and commissions and offering expenses.
December 2025 Private Placement
On December 15, 2025, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company, in a private placement, issued and sold an aggregate of 13,876,032 shares of common stock, at a price per share of $10.81, for net proceeds of $149.9 million after deducting offering expenses (the “December 2025 Private Placement”).
On March 26, 2026 the Company entered into a securities purchase agreement with entities affiliated with TCG Crossover Management, LLC (“TCGX”) pursuant to which the Company, in a private placement, issued and sold an aggregate of 5,338,078 shares of common stock, at a price per share of $14.05, for net proceeds of $74.9 million after deducting offering expenses (the “March 2026 Private Placement”). The private placement closed on March 30, 2026.
At-the-Market Sales
During the three months ended September 30, 2026, the Company sold 2,558,569 shares of common stock under the existing at-the-market sales agreement with Stifel, Nicolaus & Company, Incorporated as the agent (the "Stifel ATM Facility"). The shares were sold at a weighted-average price per share of $19.11 for aggregate gross proceeds of $48.9 million, before deducting commissions of $0.5 million. Following these sales, there wasno remaining capacity under the prospectus supplement associated with the Stifel ATM Facility.
- Stock-Based Compensation
2023 Inducement Plan
As of September 30, 2026, the Company had 2,076,400 shares of its common stock available for future issuance under the 2023 Inducement Plan.
Amended and Restated 2021 Equity Incentive Plan
As of September 30, 2026, the Company had 553,927 shares of its common stock available for future issuance under its Amended and Restated 2021 Equity Incentive Plan.
Stock Options
The Company’s stock options generally vest ratably over afour-year period and have a contractual term often years. The weighted-average assumptions used principally in determining the fair value of new options granted during the periods presented were as follows:
| Nine months ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Expected term (in years) | 6.0 | 6.1 |
| Expected volatility | 101.5% | 98.1% |
| Risk-free interest rate | 4.1% | 3.9% |
| Dividend yield | — | — |
During the nine months ended September 30, 2026 and 2025, the Company granted new stock options to purchase 1,211,533 shares and 5,150,913 shares of its common stock, respectively, with a weighted-average grant-date fair value of$12.66 and$17.30 per share, respectively. As of September 30, 2026, total unrecognized compensation expense related to stock options was$101.4 million, which is expected to be recognized over a weighted-average period of 2.8 years. There were 6,000 stock options exercised during thenine months ended September 30, 2026 with a weighted-average exercise price of $3.74. There were 7,669,746 options outstanding as of September 30, 2026.
Restricted Stock Units
During the nine months ended September 30, 2026 and 2025, the Company granted 239,215 and 919,133 restricted stock units, respectively, with a weighted-average grant date fair value of$16.03 and$47.67 per share, respectively. As of September 30, 2026, total unrecognized compensation expense related to restricted stock units was$7.9 million, which is expected to be recognized over a weighted-average period of 3.2 years. There were 385,516 unvested restricted stock units as of September 30, 2026.
Employee Stock Purchase Plan
As of September 30, 2026, the Company had 166,881 shares of its common stock available for issuance under its Employee Stock Purchase Plan (“ESPP”). The Company issued 39,051 shares of common stock under the ESPP during thenine months ended September 30, 2026. The Company issued 33,477 shares with a weighted-average exercise price of $2.91 under the ESPP during the nine months ended September 30, 2025.
Performance Stock Units
During the nine months ended September 30, 2026, the Company granted a total of 604,285 Performance Stock Units (“PSUs”) to certain members of the Company’s management team. Vesting of the PSUs is contingent upon meeting certain performance conditions as well as meeting certain service conditions. No expense has been recognized for these awards through September 30, 2026 as the achievement of the related performance conditions has not been deemed probable. The potential unrecognized expense for these awards as of September 30, 2026 was $10.5 million. The expense for these awards is expected to be recognized through June 2029, depending on the achievement of the related performance conditions.
December 2025 Repriced Options Retention Period Change
During the three months ended September 30, 2026, the Company’s board of directors approved a change to the retention period initially put in place for the options subject to the December 2025 repricing from December 5, 2027 to December 5, 2026. The change to the retention period was deemed to be a modification of the award. There wasno incremental fair value resulting from the modification and thusno additional expense was recognized.
Stock-Based Compensation
Stock-based compensation expense was allocated as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | 2026 | 2025 |
| Research and development | $1,081 | $491 | $2,496 | $2,132 |
| General and administrative | 8,861 | 7,538 | 25,715 | 9,674 |
| Total stock-based compensation expense | $9,942 | $8,029 | $28,211 | $11,806 |
- Leases
Boylston Lease
In August 2025, the Company entered into a lease agreement for office space (“Boylston Lease”) with 500 Boylston & 222 Berkeley Owner (DE) LLC (the “Boylston Landlord”). The commencement date of the lease was September 1, 2025, and the Boylston Lease will expire on August 31, 2031, unless terminated earlier in accordance with the lease agreement. The Company has theoption to extend the term for one additional five-year period.
Payments due associated with the Boylston Lease include both fixed and variable payments. Total fixed lease payments under the lease agreement are $3.8 million. Variable payments relate to the Company’s share of the Boylston Landlord’s operating costs associated with the underlying assets and are recognized when the event on which those payments are assessed occurs. The Boylston Lease does not contain a residual value guarantee.
In conjunction with the Boylston Lease, the Company was required to execute an irrevocable standby letter of credit of $0.2 million for the benefit of the Boylston Landlord. As of September 30, 2026, the funds securing the letter of credit were presented as restricted cash equivalents on the condensed consolidated balance sheets.
In July 2026, the Company entered into an amendment to the Boylston Lease agreement (“Boylston Lease Amendment”) to lease additional office space. The commencement date of the lease for the additional space is expected to be November 1, 2026, and will expire on October 31, 2029, unless terminated earlier in accordance with the lease agreement. The Company does not have anoption to extend the term upon expiration of the amended lease. No right-of-use asset nor liability was recognized as of September 30, 2026 with respect to this amendment because the lease had not yet commenced.
Payments due associated with the Boylston Lease Amendment include both fixed and variable payments. Total fixed lease payments under the lease agreement are $1.4 million. Variable payments relate to the Company’s share of the Boylston Landlord’s operating costs associated with the underlying assets and are recognized when the event on which those payments are assessed occurs. The Boylston Lease Amendment does not contain a residual value guarantee.
The elements of lease expense were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | 2026 | 2025 |
| Operating lease cost | $158 | $83 | $473 | $15,119 |
| Variable lease cost | 60 | 57 | 187 | 1,542 |
| Total lease cost | $218 | $140 | $660 | $16,661 |
During the nine months ended September 30, 2025, the Company entered into an early termination agreement with the landlord of its previously leased office space on June 20, 2025, pursuant to which the parties agreed to terminate the lease, effective August 4, 2025. Per the terms of such agreement, the Company made a non-refundable termination payment in the amount of $8.5 millionto the previous landlord. The early termination was treated as a lease modification for accounting purposes. As a result of the modification, the Company remeasured the lease liability and recognized a corresponding adjustment to the right-of-use asset as of the date of the modification. Additionally, as of June 30, 2025, the space was determined to be abandoned, thus the Company accelerated amortizationof the right of-use asset and de-recognized any remaining balances during the period. The total expense recognized in the nine months ended September 30, 2025 in connection with the termination of the lease in those periods was $11.2 million.
Amounts reported in the condensed consolidated balance sheets and the weighted-average lease term and discount rate information were as follows:
| (in thousands except weighted-average amounts) · September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Operating lease right-of-use assets | $ | 2,607 | $ | 2,936 | |
| Liabilities | |||||
| Operating lease liabilities, current | $ | 370 | $ | 280 | |
| Operating lease liabilities, non-current | 2,437 | 2,720 | |||
| Total lease liabilities | $ | 2,807 | $ | 3,000 | |
| Weighted-Average Lease Term and Discount Rate | |||||
| Weighted-average remaining lease term (years) | 4.9 | 5.7 | |||
| Weighted-average discount rate | 6.7% | 6.7% | |||
The following table represents other lease activity:
| Three months ended | Nine months ended | |||
|---|---|---|---|---|
| (in thousands) | 2026 | 2025 | 2026 | 2025 |
| Other Information | ||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||
| Operating cash flows for operating leases | $118 | $10,232 | $338 | $11,920 |
- Significant Agreements
Telitacicept License Agreement
On June 25, 2025, the Company and RemeGen Co., Ltd. (“RemeGen”) entered into a license agreement (the “Telitacicept License Agreement”) granting the Company exclusive rights to develop and commercialize RemeGen’s proprietary fusion protein compound, telitacicept (the “Licensed Compound”), outside of the People’s Republic of China, Hong Kong, Macau and Taiwan (collectively, “Greater China”). RemeGen retains all rights to the Licensed Compound in Greater China. Under the License Agreement, the Company received an exclusive (even as to RemeGen) license under RemeGen’s patents and know-how to exploit, develop and commercialize the Licensed Compound in all territories other than Greater China, with the right to grant sublicenses. The Company also received a non-exclusive license to manufacture the Licensed Compound and any resulting licensed products (“Licensed Products”) worldwide solely for use in the licensed territory. The Company is responsible for all development, regulatory and commercialization activities and costs in the licensed territory, including the conduct of clinical trials and regulatory submissions. The Telitacicept License Agreement established a joint steering committee (“JSC”) to oversee the ongoing development and commercialization of telitacicept. The JSC comprises an equal number of senior-level executives from each party; however, final decision-making authority as it relates to the development and commercialization of the Licensed Compound outside Greater China lies with the Company.
As consideration for the rights granted, the Company agreed to make an upfront cash payment in the amount of $45.0 million and issued the RemeGen Warrant to a subsidiary of RemeGen, which was initially valued at $177.4 million. Refer to Note 7 for details on the terms of the RemeGen Warrant. The $45.0 million cash payment due to RemeGen was paid during the year ended December 31, 2025. The Company incurred $0.2 million in transaction costs related to the Telitacicept License Agreement during the year ended December 31, 2025.
The Company accounted for the Telitacicept License Agreement as an asset acquisition as substantially all of the value received was concentrated in the Licensed Compound which does not have an alternate future use as it is not yet approved for commercial sale in the licensed territory. Accordingly, the Company recognized a $222.6 million charge to research and development expense on the condensed consolidated statement of operations and comprehensive loss during the year ended December 31, 2025 associated with this asset acquisition. The Company’s accounting policy is to classify the cost of asset acquisitions as an operating cash outflow on the condensed consolidated statement of cash flows.
Pursuant to the terms of the Telitacicept License Agreement, RemeGen is eligible to receive up to $330 million in regulatory milestone payments and up to $3.775 billion in sales milestone payments. In addition, RemeGen is entitled to receive tiered royalties on net sales of the Licensed Products in the licensed territory, ranging from high single digit to mid-teen percentages of net sales, subject to customary reductions. If the Company enters into a sublicense or divests rights to the Licensed Products prior to a specified development event and other than in connection with a change of control, RemeGen is entitled to receive a single digit percentage of certain net proceeds from such transactions. The Telitacicept License Agreement also provides for technology transfer, mutual indemnification and confidentiality. As of September 30, 2026, no milestone or royalty payments have been accrued for as the consideration is not yet payable per the terms of the Agreement.
The Telitacicept License Agreement may be terminated, in its entirety or on a region-by-region basis, by either party for material breach (subject to cure periods and dispute resolution) or insolvency of the other party, by the Company for convenience with advance notice, or by RemeGen if the Company challenges the validity of licensed patents. Upon termination, all rights and licenses in the terminated region will revert to RemeGen, with a wind-down period for the Company to cease activities.
- Net Loss Per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share for thethree and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| (in thousands, except share and per share amounts) | 2026 | 2025 | 2026 | 2025 |
| Numerator: | ||||
| Net loss attributable to common stockholders | $(86,727) | $(812,684) | $(369,119) | $(2,418,839) |
| Denominator: | ||||
| Weighted-average number of common shares outstanding, basic and diluted | 59,669,730 | 6,681,794 | 52,389,596 | 6,397,121 |
| Net loss per share attributable to common stockholders, basic and diluted | $(1.45) | $(121.63) | $(7.05) | $(378.11) |
The Company’s potentially dilutive securities were stock options, restricted stock units, warrants, and performance stock units. Based on the amounts outstanding as of September 30, 2026 and 2025, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:
| As of September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Options to purchase common stock | 7,669,746 | 5,280,272 |
| Restricted stock units | 385,516 | 883,136 |
| Performance stock units | 604,285 | — |
| Warrants | 34,664,213 | 52,346,123 |
- Segments
The Company operates and manages its business asone reportable and operating segment, centered around the commercial development of its product candidates. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.
The Company’s CODM reviews consolidated operating results, manages the business on a consolidated basis and utilizes consolidated net loss from the condensed consolidated statements of operations and comprehensive loss to make decisions about allocating resources and assessing performance for the entire Company. Consolidated net loss is also used to monitor budget to actual results. The CODM is additionally regularly provided with more detailed expense information at the program level.
The following table is a summary of the segment profit or loss, including significant segment expenses:
| Three Months EndedSeptember 30, · Nine Months EndedSeptember 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) · 2026 · 2025 · 2026 · 2025 | ||||||||
| Segment expenses: | ||||||||
| Telitacicept - gMG(a) | $ | 17,056 | $ | 13,069 | $ | 39,000 | $ | 13,069 |
| Telitacicept - SjD(a) | 7,848 | — | 16,678 | — | ||||
| Trem-cel(a) | — | (102) | 250 | 9,375 | ||||
| VCAR33(a) | — | (60) | 73 | 5,995 | ||||
| Other research and development(a) | 2,739 | 456 | 5,418 | 228,595 | ||||
| Salaries and benefits | 11,940 | 2,599 | 29,282 | 32,075 | ||||
| General corporate activities | 8,876 | 4,093 | 22,087 | 25,956 | ||||
| Other segment items(b) | 38,268 | 792,629 | 256,331 | 2,103,774 | ||||
| Segment expenses: | 86,727 | 812,684 | 369,119 | 2,418,839 | ||||
| Segment net loss | $ | (86,727) | $ | (812,684) | $ | (369,119) | $ | (2,418,839) |
(a) Includes only external research and development expenditures.
(b) Other segment items are primarily comprised of interest income on marketable securities and certain non-cash expenses such as change in fair value of warrant liabilities, stock-based compensation, and depreciation expense.
The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM additionally reviews cash, cash equivalents and marketable securities when reviewing segment assets. As of September 30, 2026, the Company’s cash, cash equivalents and marketable securities were$481.6 million. The Company does not provide its CODM with any more detailed segment asset information than what is included on the Company’s condensed consolidated balance sheets.
- Related Party Transactions
As discussed in Note 7, on March 26, 2026, the Company entered into a securities purchase agreement with entities affiliated with TCGX pursuant to which the Company issued and sold an aggregate of 5,338,078 shares of common stock, at a price per share of $14.05, for net proceeds of $74.9 million after deducting offering expenses. Upon the execution of the March 2026 Private Placement on March 30, 2026, TCGX became a greater than 10% owner of the Company’s common stock and therefore became a principal owner in accordance with ASC 850, Related Party Transactions.
Warrant Exercises
In the three months ended September 30, 2026,2,100,000 of the 2025 Warrants were exercised on a cashless basis by RA Capital Healthcare Fund, L.P. (“RA Capital”) in exchange for 2,099,787 shares of common stock. RA Capital was a related party to the Company under ASC 850 due to its beneficial ownership of the Company’s common stock and pre-funded warrants. In addition, during the three months ended September 30, 2026, an entity affiliated with Forbion Growth Opportunities Fund ("Forbion") exercised 2,250,000 of the 2025 Warrants on a cashless basis in exchange for 2,249,809 shares of common stock. Forbion is a related party to the Company under ASC 850 due to its representation on the Company’s board of directors.
- Subsequent Events
On October 30, 2026, the Company entered into an at-the-market sales agreement with William Blair & Company, L.L.C. and RBC Capital Markets, LLC (collectively, the “Agents”), as sales agents (the “2026 ATM Facility”). Pursuant to the 2026 ATM Facility, the Company may, from time to time, offer and sell shares of its common stock having an aggregate value of up to $150.0 million. The Company will pay the Agents a commission of up to 3.0% of the gross proceeds of any common stock sold pursuant to the 2026 ATM Facility. Prior to entering into the 2026 ATM Facility, the Stifel ATM Facility expired in accordance with its terms, as the Company had sold an aggregate of $125.0 million of shares of its common stock.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.