MoonLake Immunotherapeutics
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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Jun 30, 2026 · Filed Aug 10, 2026
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Notes to Condensed Consolidated Financial Statements
s
Note 1 —Overview of the Company
Corporate Information
MoonLake Immunotherapeutics (“the Company” or “MoonLake”) is a clinical stage biotechnology company advancing therapies to address significant unmet needs in inflammatory skin and joint diseases. MoonLake Immunotherapeutics is currently a single asset company focused on the development of Sonelokimab (“SLK”), a novel tri-specific IL-17A and IL-17F inhibiting Nanobody that has the potential, based on response levels seen in clinical trials, to drive disease modification in dermatology and rheumatology patients. The Company's Class A Ordinary Shares are listed on the Nasdaq Capital Market under the trading symbol “MLTX”.
The Company, a Cayman Islands exempted company was originally incorporated on August 13, 2020 under the name Helix Acquisition Corp. (“Helix”) as a special purpose acquisition company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. On April 5, 2022, Helix consummated such business combination with MoonLake Immunotherapeutics AG (“MoonLake AG”), a stock-based company incorporated in Switzerland in 2021, pursuant to that certain business combination agreement, dated October 4, 2021 (the “Business Combination Agreement”), by and among Helix, MoonLake AG, the existing equityholders of MoonLake AG set forth on the signature pages to the Business Combination Agreement and the equityholders of MoonLake AG that executed joinders to the Business Combination Agreement (collectively, the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix, and the representative of the ML Parties (such transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). Pursuant to the Business Combination Agreement, Helix changed its name from “Helix Acquisition Corp.” to “MoonLake Immunotherapeutics”, and MoonLake AG merged with and into Helix, with MoonLake AG as the surviving company in the Business Combination and, after giving effect to such Business Combination, MoonLake AG became a subsidiary of the Company. For financial accounting and reporting purposes, MoonLake AG was deemed the accounting acquirer and Helix was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Note 2 —Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiaries, MoonLake AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536, MoonLake Immunotherapeutics Ltd., a private limited company incorporated in the United Kingdom, MNLK Immunotherapeutics, Unipessoal Lda, a private limited company incorporated in Portugal, and MoonLake Immunotherapeutics US, Inc., a Delaware corporation incorporated in the United States, after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with U.S. GAAP as set forth by the Financial Accounting Standards Board (“FASB”) and in conformity with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X for interim financial reporting. Accordingly, they do not include all of the information and footnote disclosures normally required by U.S. GAAP for complete financial statements, as is permitted by such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the FASB.
In the opinion of management, all material adjustments necessary for a fair presentation of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results for the entire fiscal year or any other period. The unaudited condensed consolidated financial information for the three and six months ended June 30, 2026 and 2025 have been prepared on the same basis as and should be read in conjunction with MoonLake’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in MoonLake’s Annual Report on Form 10-K.
All amounts are presented in U.S. Dollar (“$”) unless otherwise indicated. The term “CHF” refers to the legal currency of Switzerland, “GBP” refers to the legal currency of the United Kingdom, and “€” and “Euro” refer to the legal currency of the Eurozone, including Portugal.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses. The significant judgments, estimates and assumptions relevant to the Company relate to:
the fair value of share-based compensation;
the recoverability of the deferred tax asset; and
accruals in connection with the completion of clinical trial milestones.
The Company bases its judgments and estimates on various factors and information, which may include, but are not limited to, the Company’s forecasts and future plans, current economic conditions and observable market-based transactions of its own shares, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operations may be affected.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in large financial institutions which, at times, may exceed the CHF 100 thousand deposit protection limit in Switzerland, the $250 thousand Federal Deposit Insurance Corporation deposit insurance coverage limit in the United States, the GBP 120 thousand Financial Services Compensation Scheme deposit protection limit in the United Kingdom, or the €100 thousand Fundo de Garantia de Depósitos deposit protection limit in Portugal. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. Additionally, the Company ensures further protection against credit risk by diversifying its cash holdings across a variety of credit institutions, thereby minimizing the potential impact of any adverse events on a single institution. Further, the Company's investment strategy for cash (in excess of current business requirements) is set to invest in short-term marketable debt securities. Management actively monitors credit risk in the investment portfolio. Credit risk exposures are controlled in accordance with policies approved by the board of directors to identify, measure, monitor and control credit risks.
Significant Accounting Policies
See Note 2, Basis of Presentation and Significant Accounting Policies included in MoonLake’s Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Pronouncements
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which introduces a new scope exception to derivative accounting for non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract, such as regulatory approval. Although it is effective for fiscal years beginning after December 15, 2026, the Company adopted early a modified retrospective application of ASU 2025-07 during the three months ended March 31, 2026. The adoption of ASU 2025-07 did not have a material impact on the Company’s unaudited condensed consolidated financial statements and related disclosures for the six months ended June 30, 2026.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure, which requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03. In January 2025, the FASB issued ASU 2025-01 to clarify that all public entities, including non-calendar year-end entities, should adopt the disclosure requirements of ASU 2024-03. The Company is currently evaluating the impact this will have on its consolidated financial statements and related disclosures.
Note 3 –Risks and Liquidity
Going Concern, Liquidity and Capital Resources
MoonLake is subject to risks common to companies in the biopharmaceutical industry, and the Company believes that changes in any of the following areas could have a material adverse effect on the Company's future financial position or results of operations: ability to obtain future financing, regulatory approval and market acceptance of, and reimbursement for, product candidates, performance of third-party contract research organizations and manufacturers upon which the Company relies, protection of the Company's intellectual property, litigation or claims against the Company based on intellectual property, patent, product, regulatory, clinical or other factors, and the Company's ability to attract and retain employees necessary to support its growth.
The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs and for eventual commercialization. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply the Company with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs.
The Company's ability to generate revenue sufficient to achieve profitability will depend on the successful development and eventual commercialization of SLK in one or more indications. The Company expects to continue to incur substantial expenses and operating losses for at least the next two years as the Company continues the development of SLK, and prepares for and invests in commercial launches. It is expected that operating losses will fluctuate notably from year to year depending on the timing of the Company's planned clinical development programs, efforts to achieve regulatory approval, and planned marketing and sales expenditures to support anticipated commercial launches.
The Company incurred a loss of $131.5 million for the six months ended June 30, 2026. As of June 30, 2026, the Company’s current assets exceeded its current liabilities by $524.6 million.
As of June 30, 2026, the Company had $537.0 million of cash and cash equivalents and short-term marketable debt securities. Based on the Company's current operating plan, management believes that the Company has sufficient capital to fund its operations and capital expenditures to mid-2028.
Note 4 –Debt
On March 31, 2025 (the “Closing Date”), MoonLake as a guarantor entered into a loan and security agreement (the “Original Loan and Security Agreement”) with its subsidiary, MoonLake AG, as borrower, the lenders party thereto (the “Lenders”), and Hercules Capital, Inc. (“Hercules”), as the administrative and collateral agent for itself and the Lenders. The Original Loan and Security Agreement provided a non-dilutive senior secured term loan facility (the “Original Credit Facility”) of up to an aggregate principal amount of $500.0 million. The Credit Facility (as defined below) matures on April 1, 2030 and bears interest at an annual rate equal to the greater of (i) prime rate as reported in The Wall Street Journal plus 1.45% and (ii)8.45%, subject to a 0.25% reduction upon achievement of the United States Food and Drug Administration's (“FDA”) approval of a Biologics License Application (“BLA”) for SLK.
On February 20, 2026 (the “Amendment Closing Date”), the Company executed the First Amendment to the Loan and Security Agreement (the “First Amended Loan and Security Agreement” and, together with the Original Loan and Security Agreement, the “Loan and Security Agreement”) with, among others, Hercules, as administrative and collateral agent for the Lenders, which amended the Original Loan and Security Agreement. The Loan and Security Agreement provides forsix non-dilutive senior secured term loan facilities in the aggregate principal amount of $500.0 million (the “Amended Credit Facility” and, together with the Original Credit Facility, the “Credit Facility”).
The Credit Facility comprises:
a. A first tranche (the “Tranche 1 Loan”) in an aggregate principal amount of $75.0 million fully funded on the Closing Date,
b. A second tranche (the “Tranche 2 Loan”) in an aggregate principal amount of $25.0 million fully funded on the Amendment Closing Date,
c. Subject to the Company's announcement that the IZAR-1 and IZAR-2 Phase 3 studies of SLK in patients with active psoriatic arthritis each achieved their protocol-specified primary endpoint and that the efficacy and safety data available to the Company together support the planned commercialization strategy and outlook of the Company (the “Tranche 3 Milestone”), a third tranche (the “Tranche 3 Loan”) with additional term loans in an aggregate principal amount of up to $50.0 million, available on the Tranche 3 Milestone achievement date through the earlier of (i)60 days following such date and (ii) March 15, 2027,
d. Subject to MoonLake’s announcement that the VELA-1 and VELA-2 Phase 3 studies of SLK in adult patients with moderate to severe hidradenitis suppurativa each demonstrated clinically meaningful improvements across the 52-week endpoints with SLK having demonstrated an acceptable safety profile, which together support (x) the planned commercialization strategy and outlook of the Company and (y) the filing of the BLA for SLK with the FDA (together, the “Tranche 4 HS Milestone”), and immediately prior to the advance of a fourth tranche, MoonLake has closed the previous 10 consecutive trading days with a market capitalization of at least $1,500.0 million; provided that, the first trading day tested cannot be prior to the public announcement of the Tranche 4 HS Milestone (collectively with the Tranche 4 HS Milestone, the “Amended Tranche 4 Milestone”), this fourth tranche (the “Tranche 4 Loan”) with additional term loans in an aggregate principal amount of up to $50.0 million, available on the Amended Tranche 4 Milestone achievement date through the earlier of (i)60 days following the achievement of the Tranche 4 HS Milestone and (ii) December 15, 2026,
e. Subject to the Company’s achievement of the Tranche 4 HS Milestone and the FDA’s approval of the Company’s submission of a BLA for SLK (the “Approval Milestone”) (collectively, the “Tranche 5 Milestone”), a fifth tranche (the “Tranche 5 Loan”) with additional term loans in an aggregate principal amount of up to $100.0 million, available on the Tranche 5 Milestone achievement date through the earlier of (i)60 days following such date and (ii) December 15, 2027, and
f. Subject to approval by the Lenders in their discretion, a sixth tranche (the “Tranche 6 Loan”) of additional term loans in an aggregate principal amount of up to $200.0 million.
On June 21, 2026, the Company announced the week 52 results from its Phase 3 VELA clinical trials (VELA 1 and VELA-2). The two Phase 3 studies of SLK in adult patients with moderate to severe hidradenitis suppurativa each demonstrated clinically meaningful improvements across the 52-week endpoints with SLK demonstrating an acceptable safety profile and, as a result, the Company achieved the Tranche 4 HS Milestone.
As of June 30, 2026, the Company's carrying value of long-term debt and recognized deferred charges on the condensed consolidated balance sheet consists of the following:
| (in thousands) | ||
|---|---|---|
| Non-current liabilities | June 30, 2026 | December 31, 2025 |
| Principal amount | $100,000 | $75,000 |
| Accreted present value of End of Term Charge | 5,081 | 3,618 |
| Less: Unamortized debt discount, issuance costs, and End of Term Charge | (5,567) | (4,518) |
| Carrying value | $99,514 | $74,100 |
| Non-current assets | ||
| Deferred charges - long-term debt | $1,344 | $587 |
| Total | $1,344 | $587 |
The effective interest rate on the Tranche 1 and Tranche 2 Loans is 9.93%. For the three and six months ended June 30, 2026, the Company recognized interest expense of $2.6 million and $4.9 million, respectively. For the three and six months ended June 30, 2025, the Company recognized interest expense of $2.0 million and $2.1 million, respectively. A portion of the debt issuance costs related to the undrawn tranches were recognized as deferred charges until drawn. During the period ended December 31, 2025, debt issuance costs related to the previously unavailable tranches were recognized as interest expense, reducing deferred charges. No such expense recognition has occurred during the six months ended June 30, 2026.
The Company may prepay advances in whole at any time subject to a prepayment charge. Upon repayment of all term loans on or after April 1, 2027, the Company is further required to pay an additional charge equal to 6.95% for the Tranche 1 Loan, the Tranche 2 Loan, and any future draws under the Tranche 3 Loan, Tranche 4 Loan, or Tranche 5 Loan;4.25% for any future draw under the Tranche 6 Loan, and if repayment occurs prior to 24 months, the charge applied will be 4.25% (“End of Term Charge”). As of June 30, 2026, the End of Term Charge is accrued at 6.95% of the Tranche 1 Loan and the Tranche 2 Loan balances and is recorded at present value as an addition to the long-term debt in non-current liabilities whereas the unamortized portion is recorded as contra non-current liabilities. The unamortized End of Term Charge contra liability will be amortized and the present value of the liability will be accreted up to the future value over the loan term as interest expense. The Tranche 1 Loan and the Tranche 2 Loan have a maturity requirement of $100.0 million due in 2030, with no other principal payments due for each of thefive years following the date of the latest condensed consolidated balance sheets presented. Additional fees will be payable in connection with the Credit Facility upon drawing of future tranches.
The Loan and Security Agreement allows for the Company to satisfy a portion of the cash interest payments by capitalizing such interest payments as payment-in-kind (“PIK”). No PIK interest relating to the term loan has been recorded and included in the condensed consolidated balance sheet as of June 30, 2026.
The Loan and Security Agreement contains customary covenants, such as financial covenants and certain events of default after which loans under the Credit Facility may be due and payable immediately. The Company was in compliance with all covenants as of June 30, 2026.
All obligations under the Loan and Security Agreement are secured on a first-priority basis, subject to certain exceptions, by security interests in substantially all assets of the Company and material subsidiaries of the Company, including its intellectual property, and is guaranteed by material subsidiaries of the Company, including foreign subsidiaries, subject to certain exceptions.
Note 5 –Fair Value Measurements
The following table presents information about the Company's short-term marketable debt securities measured at fair value on a recurring basis and indicates the level in the fair value hierarchy in which the Company classifies the fair value measurement:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||
|---|---|---|---|---|
| Level 2 | Total | Level 2 | Total | |
| Certificates of Deposit | 59,125 | 59,125 | 59,451 | 59,451 |
| Total | $59,125 | $59,125 | $59,451 | $59,451 |
Cash and accounts payable approximate their fair values as of June 30, 2026 and December 31, 2025, due to their short-term nature. Pension plan assets fair value is determined based on Level 2 inputs. The fair value of the long-term debt is estimated using the net present value of the payments, discounted at an interest rate that is consistent with a market interest rate, which is a Level 2 input as it is not actively traded. As of June 30, 2026, long-term debt of $99.5 million is reported at amortized cost which approximates the fair value.
Note 6 –Investments
The fair value and amortized cost of investments in short-term marketable debt securities by major security type as of June 30, 2026 and December 31, 2025 are as follows:
| (in thousands) | June 30, 2026 | ||
|---|---|---|---|
| Amortized cost | Gross unrealized gains | Fair value | |
| Certificates of Deposit | 58,747 | 378 | 59,125 |
| Total | $58,747 | $378 | $59,125 |
| Of which classified within short-term marketable debt securities | 58,747 | 378 | 59,125 |
| (in thousands) | December 31, 2025 | ||
|---|---|---|---|
| Amortized cost | Gross unrealized gains | Fair value | |
| Certificates of Deposit | 59,166 | 285 | 59,451 |
| Total | $59,166 | $285 | $59,451 |
| Of which classified within short-term marketable debt securities | 59,166 | 285 | 59,451 |
The following table presents the changes in fair values of the Company’s short-term marketable debt securities, classified as Level 2 financial assets, and recognized in “Accumulated other comprehensive income” for the six months ended June 30, 2026 and 2025, respectively:
| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|
| Balance as of January 1 | $285 | $5,407 |
| Other comprehensive income before reclassifications | 2,235 | 5,955 |
| Amounts reclassified from accumulated other comprehensive income | (2,142) | (10,619) |
| Balance as of June 30 | $378 | $743 |
As of June 30, 2026, the Company’s marketable debt securities maturities are all due within one year.
Note 7 —Prepaid Expenses
| (in thousands) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Non-clinical research and clinical development services | $16,156 | $17,362 |
| Supply and manufacturing services | 7,700 | 3,494 |
| Insurances | 1,177 | 886 |
| Other prepayments | 1,414 | 1,115 |
| Total | $26,447 | $22,857 |
Note 8 —Accrued Expenses and Other Current Liabilities
| (in thousands) | June 30, 2026 | December 31, 2025 |
|---|---|---|
| Research and development services | $17,022 | $4,225 |
| Supply and manufacturing services | 4,351 | 6,618 |
| Bonuses and related employee compensation expenses | 2,613 | 2,324 |
| Tax liabilities | 2,346 | 1,094 |
| Consultant and other fees | 776 | 430 |
| Total | $27,108 | $14,691 |
Note 9 —Leases
The Company has entered into various long-term, non-cancelable operating lease arrangements for office spaces in Switzerland, Portugal, the United Kingdom, and the United States. The Company does not have any finance leases.
The weighted average remaining lease term and weighted average discount rate for the operating leases as of June 30, 2026 and December 31, 2025 were as follows:
| June 30, 2026 | December 31, 2025 | |
|---|---|---|
| Weighted average remaining lease term | 24 months | 22 months |
| Weighted average discount rate | 7.6% | 4.6% |
The future minimum annual lease payments under these operating leases as of June 30, 2026 are as follows:
| (in thousands) | |
|---|---|
| Fiscal Year | Amount |
| 2026 (remainder of the year) | $840 |
| 2027 | 741 |
| 2028 | 466 |
| 2029 | 103 |
| Thereafter | — |
| Total lease payments | 2,150 |
| Less imputed interest | (132) |
| Total lease liability | 2,018 |
| Less current portion of lease liability | (1,246) |
| Long-term portion of operating lease liability | $772 |
Operating cash outflows for amounts included in the measurement of lease liabilities were $786 thousand and $761 thousand for the six months ended June 30, 2026 and 2025, respectively.
The Company recorded the following lease and variable lease expenses for the three and six months ended June 30, 2026 and 2025, respectively:
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|---|---|
| Operating lease expense | $385 | $366 | $754 | $730 |
| Variable lease expense | 13 | 12 | 34 | 23 |
| Total lease expense | $398 | $378 | $788 | $753 |
Note 10 —Employee Benefit Plans
The Company operates a defined benefit pension plan in Switzerland (the “Plan”) and a defined contribution pension plan in the United Kingdom, in accordance with local regulations and practices. As of June 30, 2026, the Plan covers the Company’s employees in Switzerland with benefits in the event of death, disability, retirement, or termination of employment.
Components of Net Periodic Benefit Cost under the Plan
| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|---|---|
| Service cost | $142 | $83 | $284 | $159 |
| Interest cost | 16 | 8 | 32 | 16 |
| Expected return on plan assets | (39) | (20) | (78) | (39) |
| Amortization of unrecognized loss | — | 3 | — | 6 |
| Prior service credit recognized in current year | (3) | (3) | (5) | (5) |
| Net periodic benefit cost | $116 | $71 | $233 | $137 |
Employer Contributions under the Plan
For the six months ended June 30, 2026, contributions of $213 thousand (CHF 168 thousand) were made to the Plan. The Company presently anticipates contributing an additional estimated amount of $214 thousand (CHF 168 thousand) to fund the Plan in 2026 for a total of $427 thousand (CHF 336 thousand).
Note 11 —Shareholders’ Equity
Class A Ordinary Shares
As of June 30, 2026, there were 83,606,685 Class A Ordinary Shares issued and outstanding. The Company is authorized to issue up to 500,000,000 Class A Ordinary Shares, par value $0.0001 per share. Each Class A Ordinary Share entitles the holders thereof toone vote per share.
Class B Ordinary Shares
As of June 30, 2026, there wereno Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), issued and outstanding. The Company is authorized to issue up to 50,000,000 Class B Ordinary Shares, par value $0.0001 per share. Each Class B Ordinary Share entitles the holders thereof toone vote per share, but carries no economic rights.
Class C Ordinary Shares
As of June 30, 2026, there wereno Class C Ordinary Shares issued and outstanding. The Company is authorized to issue up to 100,000,000 Class C Ordinary Shares, par value $0.0001 per share. Each Class C Ordinary Share entitles the holders thereof toone vote per share, but carries no economic rights.
At the closing of the Business Combination, MoonLake, MoonLake AG and each ML Party entered into a Restated and Amended Shareholders' Agreement (the “A&R Shareholders' Agreement”). With the intent to approximate the rights, obligations and restrictions that an ML Party would have enjoyed if it were a holder of Class A Ordinary Shares, the A&R Shareholders’ Agreement (i) imposed certain transfer and other restrictions on the ML Parties, (ii) provided for the waiver of certain statutory rights and (iii) established certain mechanics whereby MoonLake and each of the ML Parties were able to effect the conversion of MoonLake AG Common Shares and Class C Ordinary Shares into a number of Class A Ordinary Shares as defined by the Business Combination Agreement equal to 33.638698 (the “Exchange Ratio”). As of June 30, 2026, all issued and outstanding Class C Ordinary Shares had been converted into
Class A Ordinary Shares pursuant to the A&R Shareholders' Agreement, and the A&R Shareholders' Agreement automatically terminated with the last conversion. The foregoing description of the A&R Shareholders' Agreement is not complete and is qualified in its entirety by reference to, and should be read in connection with, the full text of the A&R Shareholders' Agreement filed as an exhibit on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2022.
Preference Shares
As of June 30, 2026, there wereno preference shares (“preference shares”) issued and outstanding. The Company is authorized to issue up to 5,000,000 preference shares, par value $0.0001 per share. Each preference share entitles the holders thereof toone vote per share, but carries no economic rights.
Equity Offerings
At-the-Market Offering
On August 31, 2023, the Company entered into a Sales Agreement with Leerink Partners (the “Sales Agreement”) through which the Company could issue and sell up to $350.0 million of its Class A Ordinary Shares (the “ATM Shares”), through Leerink Partners as its sales agent. The ATM Shares to be sold under the Sales Agreement are issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274286), which was declared effective by the SEC on September 11, 2023, and a prospectus supplement thereto filed with the SEC on August 31, 2023. As of June 30, 2026, there was $213.8 million remaining for future sales under the Sales Agreement.
During the three and six months ended June 30, 2026, the Company sold 2,427,619 and 2,764,178 Class A Ordinary Shares under the Sales Agreement, respectively, at weighted average share prices of $18.55 and $18.52, respectively, for aggregate net proceeds of approximately $44.3 million and $50.3 million, respectively, after deducting sales agent's commissions and transaction costs.
November 2025 Public Offering of Class A Ordinary Shares
On November 5, 2025, the Company entered into an underwriting agreement with Leerink Partners as the underwriter, to issue and sell 7,142,857 Class A Ordinary Shares at a public offering price of$10.50 per share (the “2025 Offering”). The 2025 Offering closed on November 6, 2025, and net proceeds were $72.4 million, after deducting the underwriting discounts, commissions, and offering expenses in the amount of$2.6 million.
June 2026 Public Offering of Class A Ordinary Shares and Pre-Funded Warrants
On June 23, 2026, the Company entered into an underwriting agreement with Leerink Partners, as representative of the underwriters, to issue and sell 9,000,000 Class A Ordinary Shares at a public offering price of $20.00 per share (“2026 Offering Price”), and, in lieu of Class A Ordinary Shares to certain investors, pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 1,000,000 Class A Ordinary Shares at a public offering price of $19.9999 per Pre-Funded Warrant (the “2026 Offering”). The 2026 Offering closed on June 25, 2026, and net proceeds were $189.8 million, after deducting underwriting discounts, commissions, and offering expenses in the amount of $10.2 million.
The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately and do not expire. Holders of the Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant which, upon giving effect to such exercise, would cause the aggregate number of Class A Ordinary Shares beneficially owned by the holder (together with its affiliates) to exceed 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Such percentage may be increased or decreased by the holder of the Pre-Funded Warrants to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to us.
The Pre-Funded Warrants are exercisable for cash; however, they may be exercised on a cashless exercise basis. After evaluating the Pre-Funded Warrants, the Company concluded the warrants are indexed to the Company's own shares and classified these instruments as equity. The relative fair value of the Pre-Funded Warrants of $20.0 million was recognized as additional paid in capital. The Pre-Funded Warrants do not provide any of the rights or privileges provided by the Class A Ordinary Shares, including any voting rights, until exercise and settlement in underlying Class A Ordinary Shares.
In connection with the 2026 Offering, the Company also granted the underwriters a 30-day option to purchase up to 1,500,000 additional Class A Ordinary Shares at the 2026 Offering Price less underwriting discounts and commissions (“Over-Allotment Option”). As of June 30, 2026, the Over-Allotment Option had not been exercised. Refer to Note 17 — Subsequent Eventsfor further discussion regarding the exercise of the Over-Allotment Option subsequent to the period ended June 30, 2026.
Note 12 —Net Loss per Share
The following table sets forth the net loss per share calculations for the three and six months ended June 30, 2026 and 2025:
| (in thousands, except share and per share data) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
|---|---|---|---|---|
| Numerator | ||||
| Net loss attributable to controlling interests shareholders | $(61,805) | $(55,220) | $(131,513) | $(95,165) |
| Denominator | ||||
| Total weighted average number of outstanding shares | 73,915,296 | 63,282,728 | 72,601,770 | 63,258,393 |
| Net loss per share – basic and diluted | $(0.84) | $(0.87) | $(1.81) | $(1.50) |
There were 3,001,553 and 1,576,378 ordinary share equivalents outstanding in the form of unexercised stock options and unvested restricted stock awards under the Equity Incentive Plan (as defined below in Note 13 —Share-Based Compensation), as of June 30, 2026 and 2025, respectively, and 1,500,000 andnil unexercised options related to the Over-Allotment Option as of June 30, 2026 and 2025, respectively, that have been excluded from the calculation of net loss per share – diluted as their effect would be anti-dilutive.
Class C Ordinary Shares have been excluded from the weighted average number of outstanding shares used to calculate the net loss per share – basic and diluted as they do not carry economic rights. As the exercise price per Pre-Funded Warrant is deemed non-substantive when compared to the fair value of the underlying Class A Ordinary Shares, such issuable shares are included in the calculation of basic and diluted net loss per share.
Note 13 —Share-Based Compensation
As of June 30, 2026, the Company had the following share-based compensation arrangements:
a. The Employee Share Participation Plan (the “ESPP”) – created in July 2021 by MoonLake AG (fully vested as of January 2026);
b. The Employee Stock Option Plan (the “ESOP”) – created in July 2021 by MoonLake AG (fully vested as of January 2024);
c. The Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”) – initially created in April 2022 and amended and restated in June 2026 by MoonLake.
The purpose of the arrangements is to attract and retain the best available personnel and to provide participants with additional incentive to increase their efforts on behalf and in the best interest of the Company and its subsidiaries. The reference to “Common Shares” refers to shares in MoonLake AG.
MoonLake AG's compensation plans were settled with its Common Shares and with a number of Class C Ordinary Shares of the Company, determined by multiplying the number of Common Shares by the Exchange Ratio. The owners of Common Shares had the right to exchange their Common Shares for a number of Class A Ordinary Shares derived using the Exchange Ratio. In the event MoonLake AG shareholders elected to exchange their Common Shares, such MoonLake AG shareholder would then forfeit a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued (refer to Note 11 —Shareholders’ Equity - Class C Ordinary Shares).
The Equity Incentive Plan is the only plan which remains active as of June 30, 2026, whereas the ESOP and the ESPP are fully vested as of January 2024, and January 2026, respectively.
During the six months ended June 30, 2026, the share-based compensation expense was mainly driven by the accelerated expense recognition due to a voluntary cancellation of 566,163 unvested stock option awards for no consideration, resulting in an expense of $11.0 million, with the remainder due to vesting of awards in compensation plans active during the period:
| (in thousands) | ||||
|---|---|---|---|---|
| Compensation Plan | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| ESPP | $— | $733 | $145 | $1,458 |
| ESOP | — | — | — | (18) |
| Equity Incentive Plan | 2,546 | 2,576 | 15,756 | 4,159 |
| Total share-based compensation expense | $2,546 | $3,309 | $15,901 | $5,599 |
| Of which: included in research and development expense | 664 | 905 | 7,471 | 1,532 |
| Of which: included in general and administrative expense | 1,882 | 2,404 | 8,430 | 4,067 |
The Company expects that all future employee awards will be made under the Equity Incentive Plan. As of June 30, 2026,6,020,591 Class A Ordinary Shares from the authorized pool of 9,353,948 Class A Ordinary Shares remain available for future grants, and 2,503,611 Class A Ordinary Shares are reserved for issuance upon exercise of stock options granted under the Equity Incentive Plan.
Employee Share Participation Plan (ESPP) 2021-2026 - MoonLake AG
The ESPP grants vested 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, the awards could have been forfeited by MoonLake AG if certain conditions were met. The awards featured an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that resulted in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where all the outstanding awards (whether currently outstanding or granted in the future) would have been fully vested.
| ESPP | Number of Shares | Weighted-Average Grant Date Fair Value |
|---|---|---|
| Awards unvested as of January 1, 2026 | 25,902 | 10.00 |
| Awards vested for the six months ended June 30, 2026 | (25,902) | 10.00 |
| Awards unvested as of June 30, 2026 | — | — |
Employee Stock Option Plan (ESOP) 2021-2025 - MoonLake AG
The ESOP grants vested 25% on each anniversary of the grant date. In the event of a termination of the contractual relationship between the Company and the entitled employee, options could have been forfeited by MoonLake AG if certain conditions were met. The awards featured an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that resulted in the proposed acquirer holding more than 50% of the then issued share capital of MoonLake AG or the Company, as the case may be, where all the outstanding awards (whether currently outstanding or granted in the future) would have been fully vested.
MoonLake Immunotherapeutics 2022 Equity Incentive Plan
On April 5, 2022, the Company created the MoonLake Immunotherapeutics 2022 Equity Incentive Plan. On June 4, 2026 (the “Effective Date”), the Company adopted the Amended and Restated 2022 Equity Incentive Plan to promote and closely align the interests of employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its shareholders by providing share-based compensation and other performance-based compensation.
The Equity Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock units, restricted stock and other share-based awards and for incentive bonuses, which may be paid in cash, Common Shares or a combination thereof, as determined by the compensation committee of the board of directors or such other committee as designated by the board of directors to administer the Equity Incentive Plan. The Equity Incentive Plan shall remain available for the grant of awards until the 10 th anniversary of the Effective Date; however, stock options may not be granted under the Equity Incentive Plan after the 10th anniversary of the date of the board of directors' approval of the Equity Incentive Plan, which occurred on April 17, 2026.
| Equity Incentive Plan (Options) | Number of Options | Weighted-Average Exercise Price | Aggregate Intrinsic Value (in thousands) | Weighted-Average Remaining Contractual Term (in years) |
|---|---|---|---|---|
| Awards outstanding as of January 1, 2026 | 2,156,512 | $24.76 | $3,700 | 8.52 |
| Awards granted for the six months ended June 30, 2026 | 1,189,675 | $12.16 | n/a | n/a |
| Awards exercised for the six months ended June 30, 2026 | (114,632) | $6.29 | n/a | n/a |
| Awards cancelled and forfeited for the six months ended June 30, 2026 | (727,944) | $41.56 | n/a | n/a |
| Awards outstanding as of June 30, 2026 | 2,503,611 | $14.73 | $17,010 | 8.86 |
| Awards exercisable as of June 30, 2026 | 478,231 | $15.21 | $4,833 | 6.28 |
The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period.
The total intrinsic value of options exercised was $1.4 million for the six months ended June 30, 2026. No options were exercised for the six months ended June 30, 2025.
As of June 30, 2026, the Company had $16.7 million of total unrecognized compensation expense related to options under the Equity Incentive Plan that will be recognized over the weighted average period of 2.57 years.
The assumptions that the Company used to determine the grant-date fair value of options granted were as follows:
| Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | |
|---|---|---|
| Estimated fair value of the option on the grant date using Black-Scholes model ($) | 8.28 | 28.36 |
| Exercise price ($) | 12.16 | 41.33 |
| Expected term of the award on the grant date (years) (1) | 6 | 6 |
| Expected volatility of the share price (2) | 75% | 75% |
| Risk-free interest rate (3) | 3.7% | 4.4% |
| Expected dividend rate | —% | —% |
| (1) The expected term represents the period that share-based awards are expected to be outstanding.(2) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry.(3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term. | ||
| Equity Incentive Plan (Restricted Stock Awards) | Number of Shares | Weighted-Average Grant Date Fair Value |
|---|---|---|
| Awards unvested as of January 1, 2026 | 191,526 | $41.77 |
| Awards granted for the six months ended June 30, 2026 | 354,296 | 11.29 |
| Awards vested for the six months ended June 30, 2026 | (47,880) | 41.77 |
| Awards unvested as of June 30, 2026 | 497,942 | $20.08 |
The weighted average grant-date fair value of restricted stock awards was $11.29 and $41.77 for the six months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, the Company had $8.8 million of total unrecognized compensation expense related to restricted stock awards under the Equity Incentive Plan that will be recognized over the weighted average period of 3.03 years.
Note 14 —Income Taxes
The Company's effective tax rate (“ETR”) was (0.1)% and (0.5)% for the three and six months ended June 30, 2026, respectively, and (0.2)% and (0.3)% for the three and six months ended June 30, 2025, respectively. The Company is not aware of any items that would cause the quarterly or period-to-date ETR to be significantly different from the Company's annual ETR. The difference between the income tax provision that would be derived by applying the statutory rate to the Company's loss before income taxes and the income tax provision recorded was primarily attributable to the change in the valuation allowance. The Company continues to incur losses for the Cayman Islands and Swiss entities, and its ability to utilize the deferred tax asset related to the tax losses is not considered more likely than not. A full valuation allowance has been recorded against the deferred tax asset.
Note 15 —Commitments and Contingencies
Commitments
The Company has entered into agreements as of June 30, 2026 primarily regarding the clinical and non-clinical development services with contract research organizations, as well as supply and logistics services with contract manufacturing organizations, for the advancement of SLK. As of June 30, 2026, the total committed expense under these agreements amounted to $172.1 million.
The Company's in-licensing agreement (the “In-License Agreement”) with Merck Healthcare KGaA, Darmstadt, Germany ("MHKDG") includes contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company is obligated to make research and development and regulatory milestone payments upon the occurrence of certain events. Subject to the terms of the license, additional milestone payments of up to €299.6 million ($342.2 million using a June 30, 2026 exchange rate) are potentially payable upon satisfying specific milestones related to regulatory filing acceptance, first commercial sales, and aggregate annual net sales. The milestone payments are payable in cash. Milestone payments due prior to obtaining regulatory approval will be recorded as research and development expense upon determination that a milestone payment is probable to occur. Milestone payments due after obtaining regulatory approval will be capitalized when and if incurred. The Company will use commercially reasonable efforts to cause the milestones to occur. However, if the Company reasonably determines that a technical failure or commercial failure has occurred with respect to all or a part of the SLK Program, the
Company, at its sole discretion, can terminate all or part of the SLK Program. As of June 30, 2026, the Company made a total of €7.5 million ($8.1 million using the then applicable exchange rate) in additional milestone payments.
In addition, on May 12, 2023, MoonLake AG entered into an agreement with Research Cooperation Technologies, Inc. (“RCT”) and MHKDG, effective as of June 1, 2023, pursuant to which the Company was granted a royalty-bearing, nonexclusive, sublicensable right and license under RCT’s patents and know-how related to a manufacturing process using an underlying yeast strain, Pichia pastoris, to develop, manufacture, use, sell, offer for sale, and import and otherwise commercialize SLK on a world-wide basis, subject to certain restrictions. This agreement replaces the Company’s sublicense for similar rights under the In-License Agreement. In the aggregate, the Company is required to pay royalties within the range of low to mid-teen percent of net sales under the aforementioned agreements with MHKDG and RCT.
Royalties will be recognized in the condensed consolidated statements of operations and comprehensive loss when net sales are recognized.
Note 16 -Segment Information
The Company operates as a single operating segment, focusing exclusively on the research, development, and eventual commercialization of its product. As the entire Company is centered around these activities, all consolidated parts of the Company are reviewed and analyzed as part ofone segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a stand-alone basis for the purposes of allocating resources and assessing financial performance.
As of June 30, 2026, the Company's single operating segment had not generated revenue from any programs or services. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The measure of segment profit or loss is reported on the condensed consolidated statement of operations and comprehensive loss as net loss. The CODM uses this as a starting point alongside significant non-cash items and working capital changes to evaluate cash burn and determine financial sustainability, cost management patterns and overall business viability as the clinical trials progress. The CODM also uses this to manage operations and ensure the most efficient use of Company resources against current budgets, alignment with strategic goals and preparation of future forecasts.
Significant Segment Expenses
The measure of significant segment expenses is reported in the accompanying condensed consolidated statements of operations and comprehensive loss as “Research and development” and “General and administrative” for the six months ended June 30, 2026 and 2025.
Non-cash share-based compensation is reported in Note 13 —Share-Based Compensation for the six months ended June 30, 2026 and 2025. Non-cash depreciation and amortization for the six months ended June 30, 2026 and 2025 was $1.7 million and $1.1 million, respectively.
Geographical Data
Long-lived assets, consisting of property and equipment, net, and operating lease right-of-use assets by geographical area as of June 30, 2026 and December 31, 2025 are as follows:
| (in thousands) | ||
|---|---|---|
| Country | June 30, 2026 | December 31, 2025 |
| Portugal | $878 | $1,017 |
| United Kingdom | 844 | 804 |
| Switzerland | 813 | 322 |
| United States | 29 | — |
| Total | $2,564 | $2,143 |
Note 17 —Subsequent Events
The Company has evaluated events subsequent to the balance sheet date through the date the financial statements were issued and determined that the following subsequent events require disclosure in the financial statements.
Lease Agreement
On July 1, 2026, the Company entered into a new lease agreement for a corporate office space in the United States with a lease term of approximately 11 years. Total minimum lease payments are estimated to be approximately $16.5 million. The Company will recognize the related right-of-use asset and lease liability, which has not yet been determined, at the lease commencement date.
Over-Allotment Option
On July 10, 2026, the underwriters exercised in full the Over-Allotment Option in connection with the Company’s 2026 Public Offering. The transaction closed on July 14, 2026. The gross proceeds from the exercise of the Over-Allotment Option were $30 million, before deducting any underwriting discounts and other offering expenses.
Second Amendment to Loan and Security Agreement
On August 3, 2026, the Company entered into a Second Amendment to Loan and Security Agreement (the "Second Amendment") with Hercules Capital, Inc., as administrative and collateral agent, and the lenders party thereto, amending the Company’s Loan and Security Agreement, dated as of March 31, 2025, as amended. The Second Amendment, among other things, (i) increased the permitted debt basket for cash-secured letter of credit reimbursement obligations from $1.0 million to $3.0 million, together with corresponding changes to the permitted liens and excluded accounts provisions and (ii) with respect to its U.S. chief executive office, increased the threshold for obtaining a landlord waiver from $1.0 million to $3.5 million. The Second Amendment did not modify the principal amount, interest rate, maturity date or financial covenants under the Loan and Security Agreement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.