Liquidia Corp

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Liquidia Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Liquidia Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations since inception and expects to continue to incur operating losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the** **consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Notes 2 and 13 to the consolidated financial statements, during 2023 the Company entered into a revenue interest financing agreement (“HCR Agreement”) with HealthCare Royalty Partners IV, L.P. (HCR) and HealthCare Royalty Management, LLC, for an aggregate investment amount of up to $100.0 million in four tranches.

During 2024, the Company entered into the Fourth and Fifth Amendments to the HCR Agreement pursuant to which HCR funded an additional $25.0 million from the second tranche on January 5, 2024 and an additional $32.5 million from the second tranche on September 12, 2024, and eliminated the third and fourth tranches. Amendments are assessed by management to determine appropriate treatment as troubled debt restructurings, extinguishments or modifications. The Fourth Amendment to the HCR Agreement qualifies as a debt extinguishment and issuance of a new debt instrument. Management recorded a loss on extinguishment during the quarter ended March 31, 2024 of $11.5 million, equal to the fair value of the amended HCR Agreement less the carrying value of the existing HCR Agreement on January 5, 2024. The Fifth Amendment to the HCR Agreement also qualifies as a debt extinguishment and issuance of a new debt instrument. Management recorded a gain on extinguishment during the quarter ended September 30, 2024 of $7.2 million, equal to the fair value of the amended HCR Agreement less the carrying value of the existing HCR Agreement on September 12, 2024. Aggregate payments to HCR are capped at 175% of funded portion of the investment amount (the “Hard Cap”), plus an amount, if any, that HCR would need to receive to yield an internal rate of return of (i) 18% on the first $67.5 million funded and (ii) 16% on the next $32.5 million funded (the “IRR True-Up Payment”), unless the HCR Agreement is earlier terminated. If a change of control occurs or upon the occurrence of an event of default, HCR may accelerate payments due under the HCR Agreement up to the Hard Cap, plus the IRR True-Up Payment, plus any other obligations payable under the HCR Agreement. Management recorded the total funds received from HCR under the terms of the HCR Agreement as a liability. Management uses the contractual payment schedule to determine the interest expense to record to accrete the liability to the amount ultimately due. For the year ended December 31, 2024, management estimated an effective annual interest rate of approximately 15.2%. Over the course of the HCR Agreement, the effective annual interest rate may be affected by potential changes in contractual payments. The Company recognized accretion of $12.5 million for the year ended December 31, 2024. The current and long-term portions of the HCR Agreement payable recognized as of December 31, 2024, were $18.0 million and $97.4 million, respectively.

The principal considerations for our determination that performing procedures relating to long-term debt is a critical audit matter are (i) the significant judgment by management when determining the appropriate accounting treatment for the amendments; and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s determination of the accounting treatment of the amendments.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) reading the HCR Agreement and related amendments; (ii) evaluating the appropriateness of the classification of the debt; and (iii) evaluating management’s assessment related to determining the accounting treatment of the amendments. Evaluating management’s assessment related to determining the accounting treatment of the amendments included (i) evaluating the impact of the contractual terms of the amendments; (ii) assessing whether the Company’s creditworthiness had deteriorated since the debt was issued; (iii) evaluating whether the change in debt terms is considered substantially different by calculating the present value of the cash flows under the terms of the amendments and comparing it to the present value of the remaining cash flows under the terms of the original HCR Agreement; (iv) considering whether the conclusions reached by management were consistent with the terms of the arrangements and evidence obtained in other areas of the audit; and (v) evaluating the presentation of the related financial statement disclosures.

/s/PricewaterhouseCoopers LLP

Raleigh, North Carolina

March 19, 2025

We have served as the Company’s auditor since 2014.