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Absci Corp

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

ABSI$10.17+8.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0001628280-25-039938

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001672688-25-000084

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 115 previous paragraphs and 114 current paragraphs.

77 unchanged; 33 reworded; 2 added; 5 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

As of September 30, 2025, we had $152.5 million of cash, cash equivalents and marketable securities.
Removed paragraphs (5)

Previous report

Clinical development of ABS-101 is ongoing and in May 2025 we initiated dosing of participants in the first-in-human study in our Phase 1 clinical program investigating ABS-101 as a treatment for IBD. We anticipate an interim clinical readout in the second half of 2025.

Previous report

Preclinical development of ABS-201 is ongoing in preparation for a potential regulatory filing in the first half of 2026.

Previous report

As of June 30, 2025, we had $117.5 million of cash, cash equivalents and short-term investments. Subsequent to June 30, 2025, the Company issued and sold 21,778,560 shares of common stock for net proceeds of $60.6 million.
Reworded paragraphs (33)

Previous wording

We are a clinical-stage biopharmaceutical company advancing potential breakthrough therapeutics designed with generative AI. Our Integrated Drug Creation™ platform comprises, in part, cutting edge generative AI models aimed at designing better antibody therapeutics, including against hard-to-drug targets.

Current wording

We are a clinical-stage biopharmaceutical company advancing potential breakthrough antibody therapeutics with generative AI. Our Integrated Drug Creation platform comprises, in part, cutting edge generative AI models aimed at designing better antibody therapeutics, including against hard-to-drug targets.

Previous wording

Internally developed programs: We believe that by developing our own pipeline, we will create optionality for enhanced monetization and validation of our Integrated Drug Creation platform. With the ability to selectively choose both novel and fast-follower targets, in addition to develop potentially best-in-class attributes, we aim to take our internally developed programs to certain value inflection points before considering partnering or out-licensing opportunities. We believe our Integrated Drug Creation platform, in combination with our clinical development strategy, is driving numerous potential near-term value inflection points that may enable proof of concept of two internally developed programs, ABS-101 and ABS-201, by the second half of 2026. Specifically, for ABS-101, which is in development as a potential treatment for Inflammatory Bowel Disease, we initiated the Phase 1 clinical trial in May 2025, and subject to successful completion of the Phase 1 clinical trial, we anticipate starting the Phase 1b/2a clinical trial by the first half of 2026; while for ABS-201, which is in development for the potential treatment of androgenetic alopecia, we anticipate filing an Investigational New Drug application or comparable foreign regulatory filing in the first half of 2026 and, subject to clearance of IND or comparable foreign regulatory filing and initiation of phase 1 clinical development, an interim Phase 1 read-out in the second half of 2026.

Current wording

Internally developed programs: We believe that by developing our own pipeline, we will create optionality for enhanced monetization and validation of our Integrated Drug Creation platform. Moreover, our pipeline reflects internally developed programs which highlight our differentiated capabilities, including inde novo antibody design, multi-parametric lead optimization, and reverse immunology, with an initial focus on cytokine biology. With the ability to selectively choose both novel and fast-follower targets, in addition to develop potentially best-in-class attributes, we aim to take our internally developed programs to certain value inflection points before considering partnering or out-licensing opportunities.

Previous wording

Our pipeline reflects internally developed programs which highlight our differentiated capabilities, including inde novo antibody design, multi-parametric lead optimization, and reverse immunology, with an initial focus on cytokine biology. As of August 12, 2025, we have identified four wholly owned, internally developed programs focusing on cytokine biology, as well as several undisclosed internal pipeline programs currently in early discovery phases.

Current wording

As of November 12, 2025, we have identified five wholly owned, internally developed programs focusing on cytokine biology, as well as several undisclosed internal pipeline programs currently in early discovery phases.

Previous wording

Our first development candidate, ABS-101 is in development as a potential treatment for Inflammatory Bowel Disease (IBD).

Current wording

Our first development candidate, ABS-101 is in development as a potential treatment for Inflammatory Bowel Disease (IBD). In May 2025, we initiated the Phase 1 clinical trial in healthy volunteers. In November 2025, we reported interim results of the ongoing Phase 1 clinical trial in healthy volunteers that demonstrated extended half-life as compared to first-generation anti-TL1A competitor programs, but not versus next-generation programs. There was no apparent impact of ADA on PK and the overall safety profile was favorable with no serious adverse events reported to date. The phase 1 trial is on track to complete in the first quarter of 2026. However, we will not pursue further internal clinical development of ABS-101 following the completion of the ongoing phase 1 trial, and will seek a partner for this asset, including exploring the possibility of first-in-class indications outside of IBD with such potential partners.

Previous wording

Our second development candidate, ABS-201 is in development as a potential treatment for androgenic alopecia (AGA).

Current wording

Our second development candidate, ABS-201 is in development as a potential treatment for androgenic alopecia (AGA). Preclinical development of ABS-201 is ongoing and we submitted a regulatory filing for a Phase 1 clinical trial for ABS-201 to Human Research Ethics Committee (HREC) in Australia, which was approved in October 2025. We anticipate dosing the first participant in the Phase 1 clinical trial in December 2025, with an interim data read-out in the second half of 2026. In addition, we anticipate initiating a Phase 2 clinical trial for ABS-201 in patients with endometriosis in late 2026, with a potential interim data readout in the second half of 2027.

Previous wording

Revenue was $0.6 million and $1.8 million for the three and six months ended June 30, 2025, respectively, compared to $1.3 million and $2.2 million for the three and six months ended June 30, 2024 due to the number of ongoing partnered programs and respective timing of project-based milestones achieved. We incurred a net loss of $30.6 million and $56.9 million for the three and six months ended June 30, 2025, compared to a net loss of$24.8 million and $46.7 million for the three and six months ended June 30, 2024. Research and development expenses increased by $9.3 million, or 34%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Revenue was $0.4 million and $2.2 million for the three and nine months ended September 30, 2025, respectively, compared to $1.7 million and $3.9 million for the three and nine months ended September 30, 2024 due to the number of ongoing partnered programs and respective timing of project-based milestones achieved. We incurred a net loss of $28.7 million and $85.6 million for the three and nine months ended September 30, 2025, compared to a net loss of $27.4 million and $74.1 million for the three and nine months ended September 30, 2024. Research and development expenses increased by $10.6 million, or 23%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous wording

As of June 30, 2025, we had an accumulated deficit of $566.5 million and cash and cash equivalents and short-term investments totaling $117.5 million.

Current wording

As of September 30, 2025, we had an accumulated deficit of $595.2 million and cash and cash equivalents and marketable securities totaling $152.5 million.

Previous wording

We expect depreciation expense to fluctuate in future periods in line with continued growth and compute demands in absolute dollars as we purchase additional equipment.

Current wording

We expect depreciation expense to fluctuate in future periods in line with continued growth in absolute dollars as we purchase additional equipment.

Previous wording

Other income, net consists primarily of interest income from our cash, cash equivalents and short-term investments and realized and unrealized gains and losses on foreign currency transactions.

Current wording

Other income, net consists primarily of interest income from our cash, cash equivalents and marketable securities and realized and unrealized gains and losses on foreign currency transactions.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

Partner program revenue decreased by $0.7 million, or 53%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $0.4 million, or 18%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by a combination of the timing of achieving project-based milestones and the mix of ongoing program activity under our drug creation agreements. For the three and six months ended June 30, 2025 two partners represented approximately 99% and three partners represented 100% of total partner program revenue, respectively. For the three and six months ended June 30, 2024, two partners represented approximately 100% of partner program revenue.

Current wording

Partner program revenue decreased by $1.3 million, or 78%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $1.7 million, or 44%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, driven by a combination of the timing of achieving project-based milestones and the mix of ongoing program activity under our drug creation agreements. For the three and nine months ended September 30, 2025 two partners represented approximately 93% and three partners represented 98% of total partner program revenue, respectively. For the three and nine months ended September 30, 2024, two partners represented approximately 100% of partner program revenue.

Previous wording

The following tables summarize our operating expenses for the three and six months ended June 30, 2025 and 2024 (In thousands, except for percentages):

Current wording

The following tables summarize our operating expenses for the three and nine months ended September 30, 2025 and 2024 (In thousands, except for percentages):

Previous wording

Research and development expenses increased by $5.2 million, or 34%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily attributable to the advancement of our drug creation programs representing $4.6 million of this increase, including direct costs associated with external preclinical and clinical development, an increase of $1.0 million of personnel costs and stock-based compensation, offset by a decrease of $0.4 million in other lab costs.

Current wording

Research and development expenses increased by $1.3 million, or 7%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily attributable to the advancement of our drug creation programs representing $2.2 million of this increase, including direct costs associated with external preclinical and clinical development, an increase of $0.3 million of personnel costs and stock-based compensation, offset by a decrease of $1.3 million in other lab costs.

Previous wording

Research and development expenses increased by $9.3 million, or 34%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily attributable to the advancement of our drug creation programs representing $7.7 million of this increase, including direct costs associated with external preclinical and clinical development, and an increase of $2.0 million of personnel costs and stock-based compensation, offset by a decrease of $0.3 million in other lab costs.

Current wording

Research and development expenses increased by $10.6 million, or 23%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was primarily attributable to the advancement of our drug creation programs representing $9.9 million of this increase, including direct costs associated with external preclinical and clinical development, and an increase of $2.2 million of personnel costs and stock-based compensation, offset by a decrease of $1.6 million in other lab costs.

Previous wording

Selling, general, and administrative expenses decreased by $0.8 million, or 9%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to a decrease in stock-based compensation of $0.6 million and a decrease in other administrative costs of $0.2 million.

Current wording

Selling, general, and administrative expenses decreased by $0.8 million, or 9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily attributable to a decrease in stock-based compensation of $1.1 million offset by an increase in personnel costs of $0.4 million.

Previous wording

Selling, general, and administrative expenses decreased by $0.1 million, or 0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily attributable to a decrease in personnel costs of $0.7 million, offset by an increase in stock-based compensation of $0.3 million, and an increase in other administrative costs of $0.3 million.

Current wording

Selling, general, and administrative expenses decreased by $0.9 million, or 3%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily attributable to a decrease of $1.1 million in personnel and stock-based compensation costs.

Previous wording

Depreciation and amortization expense decreased by $0.4 million, or 11% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $0.7 million, or 11%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to disposals of lab equipment.

Current wording

Depreciation and amortization expense decreased by $0.5 million, or 15% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $1.2 million, or 12%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to disposals of lab equipment.

Previous wording

Interest expense was $0.1 million for the three months ended June 30, 2025 compared to $0.2 million for the three months ended June 30, 2024, representing a decrease of $0.1 million, or 63%. Interest expense was $0.1 million for the six months ended June 30, 2025, compared to $0.3 million for the six months ended June 30, 2024, representing a decrease of $0.2 million, or 59%. These decreases were primarily attributable to decreased finance lease and long-term debt obligations.

Current wording

Interest expense was less than $0.1 million for the three months ended September 30, 2025 compared to $0.1 million for the three months ended September 30, 2024, representing a decrease of $0.1 million, or 65%. Interest expense was $0.2 million for the nine months ended September 30, 2025, compared to $0.5 million for the nine months ended September 30, 2024, representing a decrease of $0.3 million, or 61%. These decreases were primarily attributable to decreased finance lease and long-term debt obligations.

Previous wording

Other income, net, was $1.0 million for the three months ended June 30, 2025 compared to $2.1 million for the three months ended June 30, 2024, representing a decrease of $1.1 million, or 52%, primarily attributable to realized and unrealized gains and losses on foreign currency transactions. Investment income from cash, cash equivalents, and short-term investments remained relatively consistent between periods.

Current wording

Other income, net, was $1.6 million for the three months ended September 30, 2025 compared to $1.7 million for the three months ended September 30, 2024, representing a decrease of $0.1 million, or 4%, primarily attributable to realized and unrealized gains and losses on foreign currency transactions and a decrease in investment income from cash, cash equivalents, and investments.

Previous wording

Other income, net, was $2.5 million for the six months ended June 30, 2025, compared to $3.8 million for the six months ended June 30, 2024, representing a decrease of $1.4 million, or 36%, primarily attributable to realized and unrealized gains and losses on foreign currency transactions. Investment income from cash, cash equivalents and short-term investments remained relatively consistent between periods.

Current wording

Other income, net, was $4.1 million for the nine months ended September 30, 2025, compared to $5.5 million for the nine months ended September 30, 2024, representing a decrease of $1.4 million, or 26%, primarily attributable to realized and unrealized gains and losses on foreign currency transactions and a decrease in investment income from cash, cash equivalents and investments.

Previous wording

We have incurred net operating losses since inception. As of June 30, 2025, our accumulated deficit was $566.5 million. To date, we have funded operations through issuances and sales of equity securities and debt, in addition to revenue generated from our drug creation agreements. We believe that our cash, cash equivalents and short-term investments will be sufficient to meet our operating expenses, working capital and capital expenditure needs over at least the next 12 months following the date of this filing.

Current wording

We have incurred net operating losses since inception. As of September 30, 2025, our accumulated deficit was $595.2 million. To date, we have funded operations through issuances and sales of equity securities and debt, in addition to revenue generated from our drug creation agreements. We believe that our cash, cash equivalents and marketable securities will be sufficient to meet our operating expenses, working capital and capital expenditure needs over at least the next 12 months following the date of this filing.

Previous wording

In 2022, we received a total of $12.0 million of proceeds from equipment financing arrangements. Terms of the agreements require monthly payments over 42-48 month periods with imputed interest rates ranging from 8%-10%. As of June 30, 2025, the combined outstanding balance on these agreements is $2.1 million.

Current wording

In 2022, we received a total of $12.0 million of proceeds from equipment financing arrangements. Terms of the agreements require monthly payments over 42-48 month periods with imputed interest rates ranging from 8%-10%. As of September 30, 2025, the combined outstanding balance on these agreements is $1.4 million.

Previous wording

On June 16, 2023, we entered into a Sales Agreement with Cowen and Company, LLC, as Sales Agent, with respect to an “at the market offering” program under which we may offer and sell, from time to time, shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to $100.0 million through the Sales Agent. We will pay the Sales Agent a commission up to 3.0% of the gross sales proceeds of any shares sold under the Sales Agreement. As of June 30, 2025, we have issued 5,269,192 shares and received $21.7 million in net proceeds from the sale of securities pursuant to the Sales Agreement. Subsequent to June 30, 2025, the Company issued and sold 5,108,560 shares of common stock for net proceeds of$14.0 million pursuant to the Sales Agreement.

Current wording

In June 2023, the Company entered into a Sales Agreement with Cowen and Company, LLC, as Sales Agent (the “Prior Sales Agreement”), with respect to an “at the market offering” program under which the Company had the ability to offer and sell, from time to time, shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $100.0 million through the Sales Agent. The Company agreed to pay the Sales Agent a commission up to 3.0% of the gross sales proceeds of any shares sold under the Prior Sales Agreement. During the nine months ended September 30, 2025, the Company has issued 10,377,752 shares and received $35.7 million in net proceeds from the sale of securities pursuant to the Prior Sales Agreement.

Previous wording

On July 28, 2025, we sold of an aggregate of 16,670,000 shares of our common stock, pursuant to an underwriting agreement with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and TD Securities (US) LLC at a public offering price of $3.00 per share, before underwriting discounts and commissions. The total estimated net proceeds to us from the offering are expected to be approximately $46.7 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Current wording

On July 28, 2025, we sold an aggregate of 16,670,000 shares of our common stock pursuant to an underwriting agreement with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and TD Securities (US) LLC at a public offering price of $3.00 per share, before underwriting discounts and commissions. We received total net proceeds from the offering of $46.7 million after deducting underwriting discounts and commissions and offering expenses payable by us.

Previous wording

In the six months ended June 30, 2025, net cash used in operating activities was $38.7 million and consisted primarily of a net loss of $56.9 million adjusted for non-cash items, including depreciation and amortization expense of $6.1 million, stock-based compensation expense of $9.7 million, and a net decrease in operating assets and liabilities in the amount of $4.0 million.

Current wording

In the nine months ended September 30, 2025, net cash used in operating activities was $63.7 million and consisted primarily of a net loss of $85.6 million adjusted for non-cash items, including depreciation and amortization expense of $8.9 million, stock-based compensation expense of $14.1 million, and a net decrease in operating assets and liabilities in the amount of $1.2 million.

Previous wording

In the six months ended June 30, 2024, net cash used in operating activities was $34.7 million and consisted primarily of a net loss of $46.7 million adjusted for non-cash items, including depreciation and amortization expense of $6.8 million, stock-based compensation expense of $8.9 million, and a net increase in operating assets and liabilities in the amount of $1.8 million.

Current wording

In the nine months ended September 30, 2024, net cash used in operating activities was $55.4 million and consisted primarily of a net loss of $74.1 million adjusted for non-cash items, including depreciation and amortization expense of $10.2 million, stock-based compensation expense of $14.4 million, impairment of $1.1 million for asset that met the held for sale criteria during the period and a net increase in operating assets and liabilities in the amount of $4.2 million.

Previous wording

Net cash used in operations increased by $4.0 million year-over-year primarily due to increased research and development costs, including external preclinical and clinical development costs related to our internally developed programs.

Current wording

Net cash used in operations increased by $8.3 million year-over-year primarily due to increased research and development costs, including external preclinical and clinical development costs related to our internally developed programs.

Previous wording

In the six months ended June 30, 2025, net cash used in investing activities was $6.0 million primarily from purchases of short-term investments of $57.9 million, partially offset by cash provided by maturities of short-term investments of $51.0 million.

Current wording

In the nine months ended September 30, 2025, net cash used in investing activities was $69.7 million primarily from purchases of marketable securities of $134.9 million, partially offset by cash provided by maturities of marketable securities of $65.2 million.

Previous wording

In the six months ended June 30, 2024, net cash used in investing activities was $75.4 million primarily from purchases of short-term investments of $131.2 million, partially offset by maturities of short-term investments of $56.0 million.

Current wording

In the nine months ended September 30, 2024, net cash used in investing activities was $60.6 million primarily from purchases of marketable securities of $159.5 million, partially offset by maturities of marketable securities of $99.0 million.

Previous wording

In the six months ended June 30, 2025, net cash provided by financing activities was $41.8 million. The net cash provided resulted primarily from proceeds of $41.7 million from the issuance of common stock pursuant to the PIPE with AMD and pursuant to the ATM, and proceeds of $1.9 million from the issuance of common stock from stock option exercises and our 2021 ESPP, partially offset by principal payments of $1.9 million made for financed equipment.

Current wording

In the nine months ended September 30, 2025, net cash provided by financing activities was $102.1 million. The net cash provided resulted primarily from aggregate proceeds of $102.3 million from the issuance of common stock pursuant to the PIPE with AMD, the issuance of common stock pursuant to our July 2025 underwritten offering and pursuant to the ATM, and proceeds of $2.5 million from the issuance of common stock from stock option exercises and our 2021 ESPP, partially offset by principal payments of $2.7 million made for financed equipment.

Previous wording

In the six months ended June 30, 2024, net cash provided by financing activities was $81.1 million primarily from proceeds of $80.8 million from the issuance of common stock from a public offering and proceeds of $2.4 million from the issuance of common stock from option exercises and our 2021 ESPP, partially offset by principal payments of $2.2 million made for financed equipment.

Current wording

In the nine months ended September 30, 2024, net cash provided by financing activities was $81.5 million primarily from proceeds of $80.8 million from the issuance of common stock from a public offering and proceeds of $3.8 million from the issuance of common stock from option exercises and our 2021 ESPP, partially offset by principal payments of $3.1 million made for financed equipment.

Previous wording

There were no material changes in our critical accounting policies and estimates during the six months ended June 30, 2025.

Current wording

There were no material changes in our critical accounting policies and estimates during the nine months ended September 30, 2025.

Previous wording

In addition, we are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled back disclosure requirements available to smaller reporting companies such as avoiding the extensive narrative disclosure required of other reporting companies, particularly in the description of executive compensation. We will remain a smaller reporting company until (a) the last day of the fiscal year in which we have total annual gross revenue of less than $100 million and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (b) the last day of the fiscal year in which we have total annual gross revenue exceeding $100 million and the market value of our common stock held by non-affiliates exceeds $250.0 million. Our status as a smaller reporting company will not be impacted by the loss of emerging growth company status at the end of 2025, so we may continue to take advantage of these scaled disclosure requirements so long as we qualify. In addition, the loss of emerging growth status will not impact our “non-accelerated filer” status, which also provides an exemption from the auditor attestation requirement with respect to internal control over financial reporting.

Current wording

In addition, we are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and have elected to take advantage of certain of the scaled back disclosure requirements available to smaller reporting companies such as avoiding the extensive narrative disclosure required of other reporting companies, particularly in the description of executive compensation. We will remain a smaller reporting company until (a) the last day of the fiscal year in which we have total annual gross revenue of less than $100 million and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30th, or (b) the last day of the fiscal year in which we have total annual gross revenue exceeding $100 million and the market value of our common stock held by non-affiliates exceeds $250.0 million. In August 2025, the SEC released a Compliance and Disclosure Interpretation clarifying the filer status transition for registrants that lose their smaller reporting company status based on the revenue tests. Due to this interpretation, we will remain a non-accelerated filer for filings due in the fiscal year immediately following the loss of smaller reporting company status, allowing us to retain the exception from the auditor attestation requirement on internal control over financial reporting. However, the interpretation specifies that we will lose eligibility for all other smaller reporting company accommodations beginning with the Form 10-Q for the first fiscal quarter of the year after losing smaller reporting company status.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

In August 2025, the Company entered into a Sales Agreement with TD Securities (USA) LLC, as Sales Agent (the “Sales Agreement”), with respect to an “at the market offering” program under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $100.0 million through the Sales Agent. The Company has agreed to pay the Sales Agent a commission of up to 3.0% of the gross proceeds of any shares sold under the Sales Agreement. Upon execution, the Sales Agreement terminated and superseded the Prior Sales Agreement in its entirety. During the nine months ended September 30, 2025, the Company did not issue any shares of common stock under the Sales Agreement.

Current report — wording carried from elsewhere

In addition, the loss of emerging growth status will not impact our “non-accelerated filer” status, which also provides an exemption from the auditor attestation requirement with respect to internal control over financial reporting.