Context Therapeutics Inc.

Previous wording

You should read the following discussion of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and other financial information included in this report and our audited consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025. In addition to historical information, the following discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K. Please also see the section entitled “Note Regarding Forward-Looking Statements.”

Current wording

You should read the following discussion of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and other financial information included in this report and our audited consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025. In addition to historical information, the following discussion contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks referred to under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K and Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q. Please also see the section entitled “Note Regarding Forward-Looking Statements.”

Previous wording

CTIM-76 is a CLDN6 x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing CLDN6. CLDN6 is a tight junction membrane protein target expressed in multiple solid tumors and absent from or expressed at low levels in healthy adult tissues. IND-enabling studies on CTIM-76 have been completed. On May 2, 2024, we announced the FDA cleared our IND application to support the initiation of a Phase 1 dose escalation and expansion trial of CTIM-76 in patients with CLDN6-positive gynecologic and testicular cancers. We dosed the first patient in our CTIM-76 Phase 1 trial in January 2025. We expect to share initial dose escalation data for the CTIM-76 Phase 1 trial in the second quarter of 2026.

Current wording

CTIM-76 is a CLDN6 x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing CLDN6. CLDN6 is a tight junction membrane protein target expressed in multiple solid tumors and absent from or expressed at low levels in healthy adult tissues. IND-enabling studies on CTIM-76 have been completed. On May 2, 2024, we announced the FDA cleared our IND application to support the initiation of a Phase 1 dose escalation and expansion trial of CTIM-76 in patients with CLDN6-positive gynecologic and testicular cancers. We dosed the first patient in our CTIM-76 Phase 1 trial in January 2025. We expect to share updated interim Phase 1a data and Phase 1b dose selection for the CTIM-76 trial in the second quarter of 2026.

Previous wording

CT-95 is an MSLN x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing MSLN. MSLN is a membrane protein overexpressed in approximately 30% of cancers. We dosed the first patient in our CT-95 Phase 1 trial in April 2025. We expect to share initial dose escalation data for the CT-95 Phase 1 trial in the middle of 2026.

Current wording

CT-95 is an MSLN x CD3 TCE that is intended to redirect T-cell-mediated lysis toward malignant cells expressing MSLN. MSLN is a membrane protein overexpressed in approximately 30% of cancers. We dosed the first patient in our CT-95 Phase 1 trial in April 2025. We expect to share initial Phase 1a data for the CT-95 trial in the middle of 2026.

Previous wording

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate (“ADC”), but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. We expect to complete necessary regulatory filings to support the initiation of a first-in-human trial for CT-202 in the second quarter of 2026.

Current wording

CT-202 is a Nectin-4 x CD3 TCE that targets Nectin-4, a cell surface protein that is highly and frequently overexpressed in a variety of solid tumors, including bladder, colorectal, lung and breast. Nectin-4 is a clinically validated target for cancer therapy using a traditional antibody-drug conjugate, but it is also associated with certain adverse events, including neuropathy and rash. CT-202 is a pH-dependent TCE that is designed to be preferentially active within the tumor microenvironment. We expect to complete necessary regulatory filings to support the initiation of a first-in-human trial for CT-202 in the second quarter of 2026.

Previous wording

We were incorporated in April 2015 under the laws of the State of Delaware. Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. We have funded our operations primarily through the sale of common stock, warrants, convertible debt, and convertible preferred stock. Our net loss was $13.4 million for the six months ended June 30, 2025. As of June 30, 2025, we had an accumulated deficit of $108.2 million.

Current wording

We were incorporated in April 2015 under the laws of the State of Delaware. Since inception, we have devoted substantially all of our resources to developing product and technology rights, conducting research and development, organizing and staffing our company, business planning and raising capital. We operate as one business segment and have incurred recurring losses, the majority of which are attributable to research and development activities, and negative cash flows from operations. We have funded our operations primarily through the sale of common stock, warrants, convertible debt, and convertible preferred stock. Our net loss was $23.1 million for the nine months ended September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $117.9 million.

Previous wording

In April 2021, we entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) (the “Integral License Agreement”) for the development of a CLDN6 BsAb for cancer therapy. On February 29, 2024, we further amended (the "Second Amendment") the Research Collaboration and License Agreement (the “Integral License Agreement”, as amended) with Integral to reflect updated financial terms. In the course of our further due diligence review of CTIM-76, we determined that certain of the licensed rights under the Integral License Agreement may incorporate intellectual property rights currently held by a third party. Specifically, we are aware of issued patents in the United States and certain foreign jurisdictions expiring in January 2034 that potentially cover certain parts of the intellectual property included in CTIM-76. While we believe we will have reasonable defenses against any potential claim of infringement, we may not be successful in such efforts, and we also may not be able to obtain a license to such patent on commercially reasonable terms, or at all.

Current wording

In April 2021, we entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) (the “Integral License Agreement”) for the development of a CLDN6 BsAb for cancer therapy. On February 29, 2024, we further amended (the "Second Amendment") the Research Collaboration and License Agreement (the “Integral License Agreement”, as amended) with Integral to reflect updated financial terms. In the course of our further due diligence review of CTIM-76, we determined that certain of the licensed rights under the Integral License Agreement may incorporate intellectual property rights currently held by a third party. Specifically, at the time of the Second Amendment, we were aware of issued patents in the

Previous wording

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla is eligible to receive up to $122.5 million in additional milestone payments based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales for products containing the BioAtla Assets, subject to standard reductions.

Current wording

As partial consideration for the exclusive license under the BioAtla License Agreement, we made an upfront payment of $11.0 million, and BioAtla is eligible to receive up to $122.5 million in additional milestone payments based upon the achievement of specified pre-clinical, clinical, development and commercial milestones, as well as tiered mid-single digit to low double-digit royalties on future net sales for products containing the BioAtla Assets, subject to standard reductions. In October 2025, we achieved a $2.0 million development milestone under the BioAtla License Agreement, which we expect to pay to BioAtla in the fourth quarter of 2025.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $83.5 million, which we expect will be sufficient to fund the estimated duration of the dose escalation portions of our CTIM-76 and CT-95 Phase 1 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into 2027. If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $76.9 million, which we expect will be sufficient to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into 2027. If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects.

Previous wording

On December 2, 2024, we entered into a Sales Agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the ATM Sales Agreement, we may offer and sell shares of common stock having an aggregate offering amount of up to $75.0 million from time to time through the Agent (the “ATM Shares”). Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act. The Agent will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of ATM Shares sold under the ATM Sales Agreement. On December 23, 2024, we sold 14,705,882 shares of our common stock under the ATM Sales Agreement for net proceeds of approximately $14.5 million.

Current wording

On December 2, 2024, we entered into a Sales Agreement (the “ATM Sales Agreement”) with Leerink Partners LLC (the “Agent”). Pursuant to the terms of the ATM Sales Agreement, we may offer and sell shares of common stock having an aggregate offering amount of up to $75.0 million from time to time through the Agent (the “ATM Shares”). Sales of the ATM Shares may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act. On December 23, 2024, we sold 14,705,882 shares of our common stock under the ATM Sales Agreement for net proceeds of approximately $14.5 million. On October 24, 2025, we entered into Amendment No. 1 to Sales Agreement (the “Amendment”, and together with the ATM Sales Agreement, the “Amended ATM Sales Agreement”) to provide for an increase in the aggregate offering amount under the Amended ATM Sales Agreement, such that following the filing of a new prospectus supplement with respect to the ATM Shares on October 24, 2025, we may offer and sell ATM Shares having an aggregate offering price of up to $75.0 million, exclusive of ATM Shares previously sold in December 2024. The Agent will be entitled to a commission from the Company of up to 3.0% of the gross proceeds from the sale of ATM Shares sold under the Amended ATM Sales Agreement.

Previous wording

On May 1, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) for the private placement (the “Private Placement”) of (i) 59,032,259 shares (the “PIPE Shares”) of our common stock at a purchase price of $1.55 per PIPE Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,482,741 shares of common stock (the “Warrant Shares”) at a purchase price of $1.549 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The aggregate gross proceeds for the Private Placement were approximately $100 million, before deducting offering expenses of $5.2 million, and the Private Placement closed on May 6, 2024.

Current wording

On May 1, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) for the private placement (the “Private Placement”) of (i) 59,032,259 shares (the “PIPE Shares”) of our common stock at a purchase price of $1.55 per PIPE Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 5,482,741 shares of common stock (the “Warrant Shares”) at a purchase price of $1.549 per Pre-Funded Warrant. The Pre-Funded Warrants have an exercise price of $0.001 per share of common stock, are immediately exercisable and remain exercisable until exercised in full. The aggregate gross proceeds for the Private Placement were approximately $100 million, before deducting offering expenses of $5.2 million, and the Private Placement closed on May 6, 2024. During the three months ended September 30, 2025, 2,178,200 Pre-Funded Warrants were exercised on a cashless basis, resulting in the issuance of 2,174,983 shares of common stock. As of September 30, 2025, 3,304,541 Pre-Funded Warrants remained outstanding.

Previous wording

Research and development expenses increased by approximately $6.4 million for the three months ended June 30, 2025 as compared to the same period in 2024. The following table summarizes our research and development expenses for the three months ended June 30, 2025 as compared to the same period in 2024:

Current wording

Research and development expenses decreased by approximately $8.1 million for the three months ended September 30, 2025 as compared to the same period in 2024. The following table summarizes our research and development expenses for the three months ended September 30, 2025 as compared to the same period in 2024:

Previous wording

CTIM-76 expenditures increased by $0.1 million, due to an increase of $0.5 million in clinical costs, partially offset by a decrease of $0.4 million in preclinical and contract manufacturing costs. CT-95 expense of $1.5 million primarily represents approximately $1.0 million in clinical costs and $0.4 million in preclinical and diagnostic development expenses incurred. CT-95 was acquired from Link in July 2024. CT-202 expense of $3.1 million represents $2.2 million in contract manufacturing costs and $0.9 million in preclinical expenses incurred. We entered into the BioAtla License Agreement in September 2024. Personnel-related costs, which include salaries, benefits and share-based compensation expense, increased by approximately $1.6 million, primarily due to higher headcount over the prior year period as well as termination benefits incurred related to employee departures. Other research and development expense increased by approximately $0.1 million, due to allocated expenses as a result of higher headcount over the prior year period.

Current wording

CTIM-76 expenditures increased by $0.2 million due to an increase of $0.6 million in clinical costs, partially offset by a decrease of $0.4 million in preclinical and contract manufacturing costs. CT-95 expense of $1.2 million for the three months ended September 30, 2025 primarily represents $1.0 million in clinical costs and $0.2 million in preclinical and diagnostic development expenses incurred. CT-95 expense of $4.0 million for the three months ended September 30, 2024 primarily represents consideration paid of $3.75 million to acquire the asset from Link in July 2024 and approximately $0.2 million in diagnostic development expenses. CT-202 expense of $4.8 million for the three months ended September 30, 2025 primarily represents $3.1 million in contract manufacturing costs and $1.7 million in preclinical expenses incurred. CT-202 expense of $11.0 million for the three months ended September 30, 2024 primarily represents consideration paid under the BioAtla License Agreement entered into in September 2024. Personnel-related costs, which include salaries, benefits and share-based compensation expense, increased by approximately $0.7 million, primarily due to higher headcount over the prior year period as well as termination benefits incurred related to employee departures.

Previous wording

Interest income increased by approximately $0.9 million for the six months ended June 30, 2025 as compared to the same period in 2024, primarily due to higher cash and cash equivalent balances due to the sale of PIPE Shares and ATM Shares.

Current wording

Interest income decreased by approximately $0.4 million for the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to lower average cash and cash equivalent balances due to cash used to fund ongoing operations.

Previous wording

Other income was approximately $27,000 for the three months ended June 30, 2025, as compared to other expense of approximately $6,000 for the same period in 2024, primarily due to higher foreign currency gains as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Current wording

Other income was approximately $83,000 for the three months ended September 30, 2025, as compared to other expense of approximately $2,000 for the same period in 2024, primarily due to foreign currency gains during the three months ended September 30, 2025, as compared to foreign currency losses during the prior year period, in each case as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Previous wording

The following table sets forth our results of operations for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our results of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

Research and development expenses increased by approximately $7.9 million for the six months ended June 30, 2025 as compared to the same period in 2024. The following table summarizes our research and development expenses for the six months ended June 30, 2025 as compared to the same period in 2024:

Current wording

Research and development expenses decreased by approximately $0.2 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The following table summarizes our research and development expenses for the nine months ended September 30, 2025 as compared to the same period in 2024:

Previous wording

CTIM-76 expenditures decreased by $0.7 million, primarily due to a decrease of $1.9 million in contract manufacturing, preclinical and diagnostic development costs, partially offset by an increase of $1.3 million in clinical costs as a result of our ongoing Phase 1 clinical trial. CT-95 expense of $2.3 million primarily represents approximately $1.5 million in clinical costs and $0.6 million in preclinical and diagnostic development expenses incurred. CT-95 was acquired from Link in July 2024. CT-202 expense of $4.1 million primarily represents $2.9 million in contract manufacturing costs and $1.2 million in preclinical expenses incurred. We entered into the BioAtla License Agreement in September 2024. Personnel-related costs, which include salaries, benefits and share-based compensation expense, increased by approximately $2.1 million, primarily due to higher headcount over the prior year period as well as termination benefits incurred related to certain employee departures.

Current wording

CTIM-76 expenditures decreased by $0.5 million, primarily due to a decrease of $1.2 million in contract manufacturing costs, $1.0 million in preclinical costs, and $0.2 million in diagnostic development expenses, partially offset by an increase of $1.9 million in clinical costs as a result of our ongoing Phase 1 clinical trial. CT-95 expense of $3.5 million for the nine months ended September 30, 2025 primarily represents $2.5 million in clinical costs and $1.0 million in preclinical, diagnostic development and contract manufacturing costs. CT-95 expense of $4.0 million for the nine months ended September 30, 2024 primarily represents consideration paid of $3.75 million to acquire the asset from Link in July 2024 and approximately $0.2 million in diagnostic development expenses. CT-202 expense of $8.9 million for the nine months ended September 30, 2025 primarily represents $6.0 million in contract manufacturing costs and $2.9 million in preclinical expenses incurred. CT-202 expense of $11.0 million for the nine months ended September 30, 2024 primarily represents consideration paid under the BioAtla License Agreement entered into in September 2024. Personnel-related costs, which include salaries, benefits and share-based compensation expense, increased by approximately $2.8 million, primarily due to higher headcount over the prior year period as well as termination benefits incurred related to certain employee departures. Other research and development expense increased by approximately $0.1 million, due to allocated expenses as a result of higher headcount over the prior year period.

Previous wording

General and administrative expenses increased by approximately $0.4 million for the six months ended June 30, 2025 as compared to the same period in 2024. The increase was primarily driven by a $0.3 million increase in salaries and personnel-related costs, including share-based compensation, mainly due to higher headcount and compensation adjustments.

Current wording

General and administrative expenses increased by approximately $0.5 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase was primarily driven by a $0.4 million increase in salaries and personnel-related costs, including share-based compensation, mainly due to higher headcount and compensation adjustments.

Previous wording

Interest income increased by approximately $0.1 million for the three months ended June 30, 2025 as compared to the same period in 2024, primarily due to higher cash and cash equivalent balances due to the sale of PIPE Shares and ATM Shares.

Current wording

Interest income increased by approximately $0.5 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to higher average cash and cash equivalent balances due to the sale of PIPE Shares and ATM Shares.

Previous wording

Other income was approximately $20,000 for six months ended June 30, 2025, as compared to other expense of approximately $3,000 for the same period in 2024, primarily due to higher foreign currency gains as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Current wording

Other income was approximately $104,000 for nine months ended September 30, 2025, as compared to other expense of approximately $5,000 for the same period in 2024, primarily due to higher foreign currency gains during the nine months ended September 30, 2025, as compared to foreign currency losses during the prior year period, in each case as a result of exchange rate fluctuations on transactions denominated in a currency other than our functional currency.

Previous wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. Since our inception through June 30, 2025, we have funded our operations through the sale of common stock, warrants, convertible debt, and convertible preferred stock. As of June 30, 2025, we had $83.5 million in cash and cash equivalents and an accumulated deficit of $108.2 million.

Current wording

Since our inception, we have not recognized any revenue and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product and we do not expect to generate revenue from sales of any products for several years, if at all. Since our inception through September 30, 2025, we have funded our operations through the sale of common stock, warrants, convertible debt, and convertible preferred stock. As of September 30, 2025, we had $76.9 million in cash and cash equivalents and an accumulated deficit of $117.9 million.

Previous wording

We expect our cash and cash equivalents at June 30, 2025 to fund the estimated duration of the dose escalation portions of our CTIM-76 and CT-95 Phase 1 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into 2027. We have based these estimates on assumptions that may prove to be imprecise, and we could utilize our available capital resources sooner than we expect.

Current wording

We expect our cash and cash equivalents at September 30, 2025 to fund the estimated duration of the Phase 1a dose escalation portions of our CTIM-76 and CT-95 trials, the estimated expenses to initiate patient enrollment in a first-in-human trial for CT-202, as well as our operations into 2027. We have based these estimates on assumptions that may prove to be imprecise, and we could utilize our available capital resources sooner than we expect.

Previous wording

During the six months ended June 30, 2025, we used $10.9 million of cash in operating activities. Cash used in operating activities reflected our net loss of $13.4 million, partially offset by a change in our operating assets and liabilities of $1.8 million and non-cash share-based compensation expense of $0.7 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Current wording

During the nine months ended September 30, 2025, we used $17.4 million of cash in operating activities. Cash used in operating activities reflected our net loss of $23.1 million, partially offset by a change in our operating assets and liabilities of $4.6 million and non-cash share-based compensation expense of $1.0 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Previous wording

During the six months ended June 30, 2024, we used $7.7 million of cash in operating activities. Cash used in operating activities reflected our net loss of $5.9 million and a change in our operating assets and liabilities of $2.2 million, partially offset by non-cash share-based compensation expense of $0.4 million. The primary uses of cash were to fund our operations related to the development of CTIM-76.

Current wording

During the nine months ended September 30, 2024, we used $9.6 million of cash in operating activities. Cash used in operating activities reflected our net loss of $23.4 million and a change in our operating assets and liabilities of $1.7 million, partially offset by in-process research and development charges of $14.8 million and non-cash share-based compensation expense of $0.6 million. The primary uses of cash were to fund our operations related to the development of our product candidates.

Previous wording

During the six months ended June 30, 2025, we used approximately $34,000 of cash in operating activities to purchase property and equipment.

Current wording

During the nine months ended September 30, 2025, we used approximately $34,000 of cash in investing activities to purchase property and equipment.

Previous wording

During the six months ended June 30, 2025, we used approximately $15,000 of cash in financing activities related to the payment of remaining offering costs from the sale of ATM Shares under our ATM Sales Agreement.

Current wording

During the nine months ended September 30, 2025, we used approximately $15,000 of cash in financing activities related to the payment of remaining offering costs from the sale of ATM Shares under our ATM Sales Agreement.

Previous wording

During the six months ended June 30, 2024, financing activities provided $94.8 million, consisting of net proceeds from the sale of common stock and Pre-Funded Warrants in the Private Placement.

Current wording

During the nine months ended September 30, 2024, financing activities provided $94.8 million, consisting of net proceeds from the sale of common stock and Pre-Funded Warrants in the Private Placement.

Previous wording

During the three and six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025.

Current wording

During the three and nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 20, 2025.

Previous wording

Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. We will remain an emerging growth company until the earlier to occur of (a) the last day of the fiscal year (i) following October 19, 2026, (ii) in which we have total annual gross revenues of at least $1.235 billion or (iii) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means that we have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a period of at least 12 months and have filed at least one annual report pursuant to the Exchange Act and (b) either (i) the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Current wording

Other exemptions and reduced reporting requirements under the JOBS Act include, without limitation, the requirements for providing an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, an exemption from any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation, and less extensive disclosure about our executive compensation arrangements. We will remain an emerging growth company until the earlier to occur of (a) the last day of the fiscal year (i) following October 19, 2026, (ii) in which we have total annual gross revenues of at least $1.235 billion or (iii) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means that we have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a period of at least 12 months and have filed at least one annual report pursuant to the Exchange Act and (b) either (i) the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.