Monte Rosa Therapeutics, Inc.

Previous wording

Monte Rosa Therapeutics AG, a Swiss operating company, was incorporated under the laws of Switzerland in April 2018. Monte Rosa Therapeutics, Inc. was incorporated in Delaware in November 2019. In 2020, through a common control reorganization, Monte Rosa Therapeutics, Inc. acquired the net assets and shareholding of Monte Rosa Therapeutics AG. Monte Rosa Therapeutics, Inc. includes wholly owned subsidiaries Monte Rosa Therapeutics AG and Monte Rosa Securities Corporation. We are headquartered in Boston, Massachusetts with research operations in both Boston and Basel, Switzerland.

Current wording

Monte Rosa Therapeutics AG, a Swiss operating company, was incorporated under the laws of Switzerland in April 2018. Monte Rosa Therapeutics, Inc. was incorporated in Delaware in November 2019. In 2020, through a common control reorganization, Monte Rosa Therapeutics, Inc. acquired the net assets and shareholding of Monte Rosa Therapeutics AG. Monte Rosa Therapeutics, Inc. includes wholly owned subsidiaries Monte Rosa Therapeutics AG and Monte Rosa Therapeutics Securities Corporation. We are headquartered in Boston, Massachusetts with research operations in both Boston and Basel, Switzerland.

Previous wording

To date, we have financed our operations primarily through the issuance and sale of convertible promissory notes, convertible preferred stock, public offerings of our common stock or warrants to purchase common stock, registered direct offerings, and through our collaboration agreements. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures and, to a lesser extent, general and administrative expenditures. From our inception through the date hereof, we raised an aggregate of $1.3 billion of gross proceeds from such transactions. Since inception, we have had significant operating losses. For the six months ended June 30, 2026, we reported a net loss of $87.9 million and for the year ended December 31, 2025, we reported a net loss of $38.6 million. As of June 30, 2026, we had an accumulated deficit of $565.1 million and had $626.0 million in cash, cash equivalents, restricted cash and marketable securities. We anticipate that our existing cash and cash equivalents and marketable securities support our cash runway into 2029.

Current wording

To date, we have financed our operations primarily through the issuance and sale of convertible promissory notes, convertible preferred stock, public offerings of our common stock or warrants to purchase common stock, registered direct offerings, and through our collaboration agreements. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures and, to a lesser extent, general and administrative expenditures. From our inception through the date hereof, we raised an aggregate of $1.4 billion of gross proceeds from such transactions. Since inception, we have had significant operating losses. For the nine months ended September 30, 2026, we reported a net loss of $84.8 million and for the year ended December 31, 2025, we reported a net loss of $38.6 million. As of September 30, 2026, we had an accumulated deficit of $562.1 million and had $582.6 million in cash, cash equivalents, restricted cash and marketable securities. We anticipate that our existing cash and cash equivalents and marketable securities support our cash runway into 2029.

Previous wording

In October 2024, Monte Rosa AG and Novartis entered into a license agreement, the 2024 Novartis Agreement, with Novartis. Pursuant to the 2024 Novartis Agreement, we granted to Novartis an exclusive, royalty-bearing, sublicensable and transferable license to develop, manufacture, and commercialize VAV1 MGDs, including MRT-6160. We were responsible for completing the Phase 1 clinical study and Novartis is responsible for all subsequent development and commercial activities starting at Phase 2. Development and commercial activities governed by the Novartis Agreement will be overseen by a Development Committee and a Commercialization Committee.

Current wording

In October 2024, Monte Rosa AG and Novartis entered into a license agreement, or the 2024 Novartis Agreement, with Novartis. Pursuant to the 2024 Novartis Agreement, we granted to Novartis an exclusive, royalty-bearing, sublicensable and transferable license to develop, manufacture, and commercialize VAV1 MGDs, including MRT-6160. We were responsible for completing the Phase 1 clinical study and Novartis is responsible for all subsequent development and commercial activities starting at Phase 2. In September 2026, Novartis initiated a Phase 2 clinical study of MRT-6160 (DDY391) in participants with Sjögren's disease. Development and commercial activities governed by the 2024 Novartis Agreement will be overseen by a Development Committee and a Commercialization Committee.

Previous wording

In December 2024, we received a $150 million non-refundable upfront payment. Pursuant to the 2024 Novartis Agreement, we are eligible to receive from Novartis up to $2.1 billion in development, regulatory, and sales milestones, beginning upon initiation of Phase 2 studies including (a) potential development and regulatory milestone payments, exceeding $1.5 billion if multiple indications achieve regulatory approval in multiple territories, and (b) potential sales milestone payments in connection with sales outside of the U.S., and tiered royalties on sales outside of the U.S. Novartis will be responsible for costs associated with Phase 2 clinical studies. We and Novartis also agreed to a net profit and loss sharing arrangement prior to the initiation of Phase 3 clinical trials, pursuant to which we could co-fund any global clinical development from Phase 3 onwards and will share 30% of any profits and losses associated with the manufacturing and commercialization of the licensed products in the U.S. We have defined opportunities to opt out of the net profit and loss sharing arrangement. In such case, sales in the U.S. would be entitled to the potential sales milestone payments and tiered royalties as sales outside of the U.S. Any costs for any co-funded development and commercialization activities are subject to budgets reviewed by us and Novartis.

Current wording

In December 2024, we received a $150 million non-refundable upfront payment. Pursuant to the 2024 Novartis Agreement, we are eligible to receive from Novartis up to $2.1 billion in development, regulatory, and sales milestones, beginning upon initiation of Phase 2 studies including (a) potential development and regulatory milestone payments, exceeding $1.5 billion if multiple indications achieve regulatory approval in multiple territories, and (b) potential sales milestone payments in connection with sales outside of the U.S., and tiered royalties on sales outside of the U.S. Novartis will be responsible for costs associated with Phase 2 clinical studies. We and Novartis also agreed to a net profit and loss sharing arrangement prior to the initiation of Phase 3 clinical trials, pursuant to which we will co-fund any global clinical development from Phase 3 onwards and will share 30% of any profits and losses associated with the manufacturing and commercialization of the licensed products in the U.S. We have defined opportunities to opt out of the net profit and loss sharing arrangement. In such case, sales in the U.S. would be entitled to the potential sales milestone payments and tiered royalties as sales outside of the U.S. Any costs for any co-funded development and commercialization activities are subject to budgets reviewed by us and Novartis.

Previous wording

In September 2025, Monte Rosa AG entered into a collaboration, option, and license agreement, the 2025 Novartis Agreement, with Novartis. Pursuant to the 2025 Novartis Agreement, we granted to Novartis an exclusive, royalty-bearing, sublicensable and transferable license to degraders for one I&I program, or the First Licensed Program, and the exclusive option to obtain exclusive, royalty-bearing, sublicensable and transferable licenses with respect to two programs from our growing preclinical immunology portfolio, or the Options, and the programs, or the Optioned I&I Programs. Such Options are individually exercisable at Novartis’ discretion until a program meets criteria for investigational new drug application-filing-readiness. On a program-by-program basis, if Novartis does not exercise an Option, all rights with respect to such program are retained by us; if Novartis does exercise its Option, such program becomes a Licensed Program, or together with the First Licensed Program, the Licensed Programs. Under the 2025 Novartis Agreement, we will apply our proprietary AI/ML-enabled QuEEN™ engine for the discovery and development of degraders for the First Licensed Program and the Optioned I&I Programs. The Licensed Programs will be further developed and commercialized by Novartis, unless otherwise agreed to by the parties in accordance with the 2025 Novartis Agreement. Research activities for the Licensed Programs governed by the Agreement will be overseen by a Joint Research Committee.

Current wording

In September 2025, Monte Rosa AG entered into a collaboration, option, and license agreement, or the 2025 Novartis Agreement, with Novartis. Pursuant to the 2025 Novartis Agreement, we granted to Novartis an exclusive, royalty-bearing, sublicensable and transferable license to degraders for one I&I program, or the First Licensed Program, and the exclusive option to obtain exclusive, royalty-bearing, sublicensable and transferable licenses with respect to two programs from our growing preclinical immunology portfolio, or the Options, and the programs, or the Optioned I&I Programs. Such Options are individually exercisable at Novartis’s discretion until a program meets criteria for investigational new drug application-filing-readiness. On a program-by-program basis, if Novartis does not exercise an Option, all rights with respect to such program are retained by us; if Novartis does exercise its Option, such program becomes a Licensed Program, or together with the First Licensed Program, the Licensed Programs. Under the 2025 Novartis Agreement, we will apply our proprietary AI/ML-enabled QuEEN™ engine for the discovery and development of degraders for the First Licensed Program and the Optioned I&I Programs. The Licensed Programs will be further developed and commercialized by Novartis, unless otherwise agreed to by the parties in accordance with the 2025 Novartis Agreement. Research activities for the Licensed Programs governed by the 2025 Novartis Agreement will be overseen by a Joint Research Committee.

Previous wording

Our non-operating income and (expense) includes (i) interest earned on our investments, including principally U.S. government-backed money-market funds and marketable securities; (ii) gains and losses on transactions of our Swiss subsidiary denominated in currencies other than the U.S. Dollar; and (iii) proceeds from the sale of fixed assets.

Current wording

Our non-operating income and (expense) primarily includes interest earned on our investments, including principally U.S. government-backed money-market funds and marketable securities, as well as gains and losses on transactions of our Swiss subsidiary denominated in currencies other than the U.S. Dollar.

Previous wording

As of June 30, 2026 and 2025, respectively, we had 136 and 112 employees engaged in research and development activities in our facilities in the U.S. and Switzerland.

Current wording

As of September 30, 2026 and 2025, respectively, we had 144 and 116 employees engaged in research and development activities in our facilities in the U.S. and Switzerland.

Previous wording

Most of our research and development expenses were driven by the successful continued advancement in our research and development organization, including the continuation of the MRT-2359 and MRT-8102 clinical studies, the progression of our preclinical pipeline including research performed for our collaborations with Roche and Novartis, and the continued development of our QuEEN™ discovery engine, and reflect increased personnel expense and external R&D costs for the continued advancement of our pipeline. Research and development expenses for the six months ended June 30, 2026 and 2025 included non-cash stock-based compensation expense of $6.6 million and $6.0 million, respectively.

Current wording

Most of our research and development expenses were driven by the successful continued advancement in our research and development organization, including the continuation of the MRT-2359 and MRT-8102 clinical studies, the progression of our preclinical pipeline including research performed for our collaborations with Roche and Novartis, and the continued development of our QuEEN™ discovery engine, and reflect increased personnel expense and external R&D costs to for the continued advancement of our pipeline. Research and development expenses for the three months ended September 30, 2026 and 2025 included non-cash stock-based compensation expense of $3.3 million and $2.5 million, respectively.

Previous wording

As of June 30, 2026 and 2025, respectively, we had 37 and 30 employees engaged in general and administrative activities. General and administrative expenses included non-cash stock-based compensation of $2.7 million and $2.0 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

As of September 30, 2026 and 2025, respectively, we had 41 and 31 employees engaged in general and administrative activities. General and administrative expenses included non-cash stock-based compensation of $3.0 million and $1.9 million for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Other income for the three months ended June 30, 2026 and 2025 was primarily attributable to interest earned on marketable securities. The increase in interest income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was principally attributable to higher average balances in marketable securities. Foreign exchange gain on transactions denominated in currency other than the U.S. dollar decreased in the three months ended June 30, 2026, as to compared to the three months ended June 30, 2025, primarily due to changes in the exchange rates between the U.S. Dollar and, principally, the Swiss Franc.

Current wording

Other income for the three months ended September 30, 2026 and 2025 was primarily attributable to interest earned on marketable securities. The increase in interest income for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was principally attributable to higher average balances in marketable securities.

Previous wording

For the three months ended June 30, 2026, the income tax provision was primarily related to interest income on marketable securities in Massachusetts.

Current wording

For the three months ended September 30, 2026, the income tax provision was primarily related to interest income on marketable securities in Massachusetts and current federal and state taxes on U.S. taxable income generated from collaboration revenue.

Previous wording

As of June 30, 2026 and 2025, respectively, we had 136 and 112 employees engaged in research and development activities in our facilities in the U.S. and Switzerland.

Current wording

As of September 30, 2026 and 2025, respectively, we had 144 and 116 employees engaged in research and development activities in our facilities in the U.S. and Switzerland.

Previous wording

Most of our research and development expenses were driven by the successful achievement of key research milestones in our research and development organization, including the continuation of the MRT-2359 and MRT-8102 clinical studies, the progression of our preclinical pipeline including research performed for our collaborations with Roche and Novartis, and the continued development of our QuEEN™ discovery engine, and reflect increased personnel expense and external R&D costs to for the continued advancement of our pipeline. Research and development expenses for the three months ended June 30, 2026 and 2025 included non-cash stock-based compensation expense of $3.3 million and $2.9 million, respectively.

Current wording

Most of our research and development expenses were driven by the successful continued advancement in our research and development organization, including the continuation of the MRT-2359 and MRT-8102 clinical studies, the progression of our preclinical pipeline including research performed for our collaborations with Roche and Novartis, and the continued development of our QuEEN™ discovery engine, and reflect increased personnel expense, external R&D costs, and related lab expenses for the continued advancement of our pipeline. Research and development expenses for the nine months ended September 30, 2026 and 2025 included non-cash stock-based compensation expense of $9.9 million and $8.5 million, respectively.

Previous wording

As of June 30, 2026 and 2025, respectively, we had 37 and 30 employees engaged in general and administrative activities. General and administrative expenses included non-cash stock-based compensation of $5.3 million and $4.2 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

As of September 30, 2026 and 2025, respectively, we had 41 and 31 employees engaged in general and administrative activities. General and administrative expenses included non-cash stock-based compensation of $8.3 million and $6.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Other income for the six months ended June 30, 2026 and 2025 was primarily attributable to interest earned on marketable securities. The increase in interest income for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 was principally attributable to higher average balances in marketable securities. Foreign exchange gain on transactions denominated in currency other than the U.S. dollar decreased in the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to changes in the exchange rates between the U.S. Dollar and, principally, the Swiss Franc.

Current wording

Other income for the nine months ended September 30, 2026 and 2025 was primarily attributable to interest earned on marketable securities. The increase in interest income for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 was principally attributable to higher average balances in marketable securities. Foreign exchange gain on transactions denominated in currency other than the U.S. dollar decreased in the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, primarily due to changes in the exchange rates between the U.S. Dollar and, principally, the Swiss Franc.

Previous wording

For the six months ended June 30, 2026, the income tax provision was primarily related to interest income on marketable securities in Massachusetts.

Current wording

For the nine months ended September 30, 2026, the income tax provision was primarily related to interest income on marketable securities in Massachusetts and current federal and state taxes on U.S. taxable income generated from collaboration revenue.

Previous wording

Due to our significant research and development expenditures, we have generated operating losses since our inception. We have funded our operations primarily through the issuance and sale of convertible promissory notes, convertible preferred stock, public offerings of our common stock or warrants to purchase common stock, registered direct offerings, and through our collaboration agreements. As of June 30, 2026, we had $626.0 million in cash, cash equivalents, restricted cash and marketable securities. We have incurred losses since our inception and, as of June 30, 2026, we had an accumulated deficit of $565.1 million. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Current wording

Due to our significant research and development expenditures, we have generated operating losses since our inception. We have funded our operations primarily through the issuance and sale of convertible promissory notes, convertible preferred stock, public offerings of our common stock or warrants to purchase common stock, registered direct offerings, and through our collaboration agreements. As of September 30, 2026, we had $582.6 million in cash, cash equivalents, restricted cash and marketable securities. We have incurred losses since our inception and, as of September 30, 2026, we had an accumulated deficit of $562.1 million. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our outstanding accounts payable and accrued expenses.

Previous wording

On July 1, 2022, we entered into the Open Market Sale Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, to provide for the offering, issuance and sale of up to an aggregate amount of $100.0 million of our common stock from time to time in “at-the-market” offerings, or the ATM Program, through July 2025 under the 2022 Shelf Registration Statement and subject to the limitations thereof.

Current wording

On July 1, 2022, we entered into the Open Market Sale Agreement, or the Sales Agreement, with Jefferies LLC, or Jefferies, to provide for the offering, issuance and sale of up to an aggregate amount of $100.0 million of our common stock from time to time in “at-the-market” offerings, or the ATM Program, through July 2025 under registration statement on Form S-3 (File No. 333-266003) with the SEC, which was declared effective on July 13, 2022, or the 2022 Shelf Registration Statement and subject to the limitations thereof.

Previous wording

During the six months ended June 30, 2026, 5,525,963 pre-funded warrants were exercised and, net of cashless exercises, 5,525,928 shares of common stock were issued as a result. During the six months ended June 30, 2025, no pre-funded warrants were exercised.

Current wording

During the nine months ended September 30, 2026, 5,641,658 pre-funded warrants were exercised and, net of cashless exercises, 5,641,620 shares of common stock were issued as a result. During the nine months ended September 30, 2025, no pre-funded warrants were exercised.

Previous wording

Net cash used in operating activities of $80.2 million during the six months ended June 30, 2025 was attributable to decreases in our working capital of $20.4 million and a decrease in deferred revenue of $106.9 million, partially offset by our net income of $34.6 million. The decreases in working capital accounts and deferred revenue were partially off-set by non-cash charges of $12.5 million, principally with respect to depreciation expense and stock-based compensation.

Current wording

Net cash used in operating activities of $122.5 million during the nine months ended September 30, 2026 was attributable to our net loss of $84.8 million, changes of $42.8 million in our working capital accounts, and a decrease in deferred revenue of $17.5 million, partially offset by non-cash charges of $22.7 million, principally with respect to depreciation expense and stock-based compensation. The changes in working capital accounts included a $43.0 million increase in collaboration receivable.

Previous wording

Net cash used in operating activities of $81.5 million during the six months ended June 30, 2026 was attributable to our net loss of $87.9 million and a decrease in deferred revenue of $13.2 million, partially offset by increases in our working capital of $5.7 million and by non-cash charges of $13.9 million, principally with respect to depreciation expense and stock-based compensation.

Current wording

Net cash provided by operating activities of $20.2 million during the nine months ended September 30, 2025, was attributable to our net income of $7.5 million; non-cash charges of $18.5 million, principally with respect to depreciation expense and stock-based compensation; and an increase in deferred revenue of $3.3 million. This was partially offset by decreases in our working capital of $9.1 million.

Previous wording

Cash used in investing activities of $289.9 million during the six months ended June 30, 2026 was primarily attributable to purchases of marketable securities of $408.1 million and purchases of property and equipment of $6.6 million, partially offset by proceeds from the maturity of marketable securities of $124.8 million.

Current wording

Cash used in investing activities of $294.4 million during the nine months ended September 30, 2026 was primarily attributable to purchases of marketable securities of $499.8 million and purchases of property and equipment of $8.1 million, partially offset by proceeds from the maturity of marketable securities of $213.5 million.

Previous wording

Cash used in investing activities of $74.9 million during the six months ended June 30, 2025 was primarily attributable to purchases of marketable securities of $157.0 million and purchases of property and equipment of $3.3 million, partially offset by proceeds from the maturity of marketable securities of $85.4 million.

Current wording

Cash used in investing activities of $36.8 million during the nine months ended September 30, 2025 was primarily attributable to purchases of marketable securities of $223.0 million and purchases of property and equipment of $3.9 million, partially offset by proceeds from the maturity of marketable securities of $190.2 million.

Previous wording

Cash provided by financing activities of $331.5 million for the six months ended June 30, 2026 was primarily due to the proceeds from the 2026 Offering and to the exercise of employee stock options.

Current wording

Cash provided by financing activities of $332.1 million for the nine months ended September 30, 2026 was primarily due to the proceeds from the 2026 Offering and to the exercise of employee stock options.