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crvs:CommonWarrantsMember us-gaap:RelatedPartyMember us-gaap:PrivatePlacementMember 2024-05-06 2024-05-06 0001626971 crvs:CommonWarrantsMember us-gaap:PrivatePlacementMember 2024-05-06 0001626971 crvs:CommonWarrantsMember 2025-04-01 2025-06-30 0001626971 crvs:CommonWarrantsMember 2025-01-01 2025-06-30 0001626971 2026-06-30 0001626971 2025-12-31 iso4217:USD iso4217:USD xbrli:shares xbrli:shares xbrli:pure crvs:Institution utr:sqft Table of Contents - ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ​ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ​ For the Quarterly Period Ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37719 Corvus Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 46-4670809 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) ​ ​ ​ ​ 901 Gateway Boulevard, Third Floor South San Francisco , CA 94080 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: ( 650 ) 900-4520 Former name, former address and former fiscal year, if changed since last report: N/A Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.0001 per share CRVS Nasdaq Global Market ​ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ ​ ​ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of August 6, 2026, 84,120,944 shares of the registrant’s common stock, $0.0001 par value per share, were outstanding. ​ ​ ​ Table of Contents CORVUS PHARMACEUTICALS, INC. ​ QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 ​ TABLE OF CONTENTS ​ PART I — FINANCIAL INFORMATION ​ ​ ​ ​ Item 1. ​ ​ ​ Financial Statements (unaudited) 3 ​ ​ Condensed Consolidated Balance Sheets 3 ​ ​ Condensed Consolidated Statements of Operations and Comprehensive Loss 4 ​ ​ Condensed Consolidated Statements of Changes in Stockholders’ Equity 5 ​ ​ Condensed Consolidated Statements of Cash Flows 6 ​ ​ Notes to Condensed Consolidated Financial Statements 7 Item 2. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 3. ​ Quantitative and Qualitative Disclosures About Market Risk 39 Item 4 . ​ Controls and Procedures 39 ​ ​ ​ ​ PART II — OTHER INFORMATION ​ ​ ​ ​ Item 1. ​ Legal Proceedings 41 Item 1A. ​ Risk Factors 41 Item 2. ​ Unregistered Sales of Equity Securities and Use of Proceeds 86 Item 3. ​ Defaults Upon Senior Securities 86 Item 4. ​ Mine Safety Disclosures 86 Item 5. ​ Other Information 87 Item 6. ​ Exhibits 87 ​ ​ ​ ​ SIGNATURES 88 ​ ​ ​ 2 Table of Contents PART I - FINANCIAL INFORMATION ​ Item 1. Unaudited Condensed Consolidated Financial Statements ​ CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Assets ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 18,905 ​ $ 4,576 Marketable securities ​ 196,323 ​ 52,174 Accounts receivable - related party ​ 6 ​ 37 Prepaid and other current assets ​ 5,731 ​ 1,427 Total current assets ​ 220,965 ​ 58,214 Property and equipment, net ​ 830 ​ 220 Operating lease right-of-use asset ​ ​ 659 ​ ​ 839 Investment in Angel Pharmaceuticals ​ ​ 15,107 ​ ​ 10,991 Other assets ​ ​ 1,713 ​ ​ 855 Total assets ​ $ 239,274 ​ $ 71,119 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 4,047 ​ $ 2,491 Operating lease liability ​ ​ 454 ​ ​ 403 Accrued and other liabilities ​ 9,171 ​ 6,486 Total current liabilities ​ 13,672 ​ 9,380 Operating lease liability ​ ​ 274 ​ ​ 534 Total liabilities ​ 13,946 ​ 9,914 Commitments and contingencies (Note 15) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Preferred stock: $ 0.0001 par value; 10,000,000 shares authorized at June 30, 2026 and December 31, 2025; 0 shares issued and outstanding at each of June 30, 2026 and December 31, 2025 ​ ​ — ​ ​ — Common stock: $ 0.0001 par value; 290,000,000 shares authorized at June 30, 2026 and December 31, 2025; 84,120,944 and 74,696,629 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively ​ 8 ​ 7 Additional paid-in capital ​ 670,557 ​ 474,387 Accumulated other comprehensive loss ​ ( 1,293 ) ​ ( 896 ) Accumulated deficit ​ ( 443,944 ) ​ ( 412,293 ) Total stockholders’ equity ​ 225,328 ​ 61,205 Total liabilities and stockholders’ equity ​ $ 239,274 ​ $ 71,119 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 15,964 ​ $ 7,873 ​ $ 27,139 ​ $ 15,326 ​ General and administrative ​ 3,333 ​ 2,387 ​ 7,035 ​ 4,856 ​ Total operating expenses ​ 19,297 ​ 10,260 ​ 34,174 ​ 20,182 ​ Loss from operations ​ ( 19,297 ) ​ ( 10,260 ) ​ ( 34,174 ) ​ ( 20,182 ) ​ Interest income and other expense, net ​ 2,047 ​ 639 ​ 3,831 ​ 1,164 ​ Change in fair value of warrant liability ​ ​ — ​ ​ 2,012 ​ ​ — ​ ​ 27,141 ​ Income (loss) before equity method investment ​ ​ ( 17,250 ) ​ ​ ( 7,609 ) ​ ​ ( 30,343 ) ​ ​ 8,123 ​ Loss from equity method investment ​ ​ ( 709 ) ​ ​ ( 389 ) ​ ​ ( 1,308 ) ​ ​ ( 928 ) ​ Net (loss) income ​ $ ( 17,959 ) ​ $ ( 7,998 ) ​ $ ( 31,651 ) ​ $ 7,195 ​ Net (loss) income per share, basic ​ $ ( 0.19 ) ​ $ ( 0.10 ) ​ $ ( 0.35 ) ​ $ 0.10 ​ Net loss per share, diluted ​ $ ( 0.19 ) ​ $ ( 0.10 ) ​ $ ( 0.35 ) ​ $ ( 0.26 ) ​ Shares used to compute net (loss) income per share, basic ​ 92,368,013 ​ 77,774,344 ​ 91,188,921 ​ 74,966,022 ​ Shares used to compute net loss per share, diluted ​ 92,368,013 ​ 77,774,344 ​ 91,188,921 ​ 76,521,708 ​ Other comprehensive (loss) income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on marketable securities ​ ( 487 ) ​ ( 19 ) ​ ( 821 ) ​ ( 42 ) ​ Cumulative foreign currency translation adjustment ​ 320 ​ 125 ​ 424 ​ 182 ​ Comprehensive (loss) income ​ $ ( 18,126 ) ​ $ ( 7,892 ) ​ $ ( 32,048 ) ​ $ 7,335 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 4 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Equity Balance at December 31, 2025 ​ 74,696,629 ​ $ 7 ​ $ 474,387 ​ $ ( 896 ) ​ $ ( 412,293 ) ​ $ 61,205 Common stock issued upon exercise of stock options ​ 308,017 ​ ​ — ​ ​ 1,339 ​ ​ — ​ ​ — ​ ​ 1,339 Issuance of common stock upon follow-on public offering, net ​ 9,085,778 ​ ​ 1 ​ ​ 189,406 ​ ​ — ​ ​ — ​ ​ 189,407 Stock-based compensation expense ​ — ​ ​ — ​ ​ 2,650 ​ ​ — ​ ​ — ​ ​ 2,650 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 334 ) ​ ​ — ​ ​ ( 334 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 104 ​ ​ — ​ ​ 104 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13,692 ) ​ ​ ( 13,692 ) Balance at March 31, 2026 ​ 84,090,424 ​ $ 8 ​ $ 667,782 ​ $ ( 1,126 ) ​ $ ( 425,985 ) ​ $ 240,679 Common stock issued upon exercise of stock options ​ 30,520 ​ ​ — ​ ​ 166 ​ ​ — ​ ​ — ​ ​ 166 Stock-based compensation expense ​ — ​ ​ — ​ ​ 2,609 ​ ​ — ​ ​ — ​ ​ 2,609 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 487 ) ​ ​ — ​ ​ ( 487 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 320 ​ ​ — ​ ​ 320 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 17,959 ) ​ ​ ( 17,959 ) Balance at June 30, 2026 ​ 84,120,944 ​ $ 8 ​ $ 670,557 ​ $ ( 1,293 ) ​ $ ( 443,944 ) ​ $ 225,328 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Capital ​ ​ ​ Loss ​ ​ ​ Deficit ​ ​ ​ Equity Balance at December 31, 2024 ​ 67,899,779 ​ $ 7 ​ $ 430,859 ​ $ ( 1,288 ) ​ $ ( 397,010 ) ​ $ 32,568 Common stock issued upon exercise of stock options ​ 269,682 ​ ​ — ​ ​ 279 ​ ​ — ​ ​ — ​ ​ 279 Stock-based compensation expense ​ — ​ ​ — ​ ​ 1,251 ​ ​ — ​ ​ — ​ ​ 1,251 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 23 ) ​ ​ — ​ ​ ( 23 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 57 ​ ​ — ​ ​ 57 Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 15,193 ​ ​ 15,193 Balance at March 31, 2025 ​ 68,169,461 ​ $ 7 ​ $ 432,389 ​ $ ( 1,254 ) ​ $ ( 381,817 ) ​ $ 49,325 Issuance of common stock upon exercise of common stock warrants ​ 6,330,578 ​ ​ — ​ ​ 23,053 ​ ​ — ​ ​ — ​ ​ 23,053 Issuance of pre-funded warrants upon exercise of common stock warrants ​ — ​ ​ — ​ ​ 14,461 ​ ​ — ​ ​ — ​ ​ 14,461 Common stock issued upon exercise of stock options ​ 14,000 ​ ​ — ​ ​ 25 ​ ​ — ​ ​ — ​ ​ 25 Stock-based compensation expense ​ — ​ ​ — ​ ​ 1,256 ​ ​ — ​ ​ — ​ ​ 1,256 Unrealized loss on marketable securities ​ — ​ ​ — ​ ​ — ​ ​ ( 19 ) ​ ​ — ​ ​ ( 19 ) Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ 125 ​ ​ — ​ ​ 125 Net loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 7,998 ) ​ ​ ( 7,998 ) Balance at June 30, 2025 ​ 74,514,039 ​ $ 7 ​ $ 471,184 ​ $ ( 1,148 ) ​ $ ( 389,815 ) ​ $ 80,228 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents CORVUS PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Cash flows from operating activities ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 31,651 ) ​ $ 7,195 ​ Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ ​ ​ Depreciation and amortization ​ 63 ​ 51 ​ Accretion related to marketable securities ​ 168 ​ ( 625 ) ​ Stock-based compensation ​ 5,259 ​ 2,507 ​ Change in fair value of warrant liability ​ — ​ ( 27,141 ) ​ Loss from equity method investment ​ 1,308 ​ 928 ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Accounts receivable - related party ​ 31 ​ ( 11 ) ​ Prepaid and other current assets ​ ( 4,304 ) ​ 1,081 ​ Operating lease right-of-use asset ​ ​ 180 ​ ​ 165 ​ Other assets ​ ​ ( 858 ) ​ ​ 6 ​ Accounts payable ​ 1,556 ​ 555 ​ Accrued and other liabilities ​ 2,685 ​ 1,288 ​ Operating lease liability ​ ​ ( 209 ) ​ ​ ( 39 ) ​ Net cash used in operating activities ​ ( 25,772 ) ​ ( 14,040 ) ​ Cash flows from investing activities ​ ​ ​ ​ ​ Purchases of marketable securities ​ ( 209,477 ) ​ ( 47,183 ) ​ Maturities of marketable securities ​ 64,339 ​ 31,274 ​ Purchases of property and equipment ​ ( 673 ) ​ ( 149 ) ​ Investment in Angel Pharmaceuticals ​ ​ ( 5,000 ) ​ ​ — ​ Net cash used in investing activities ​ ( 150,811 ) ​ ( 16,058 ) ​ Cash flows from financing activities ​ ​ ​ ​ ​ Proceeds from issuance of common stock in connection with follow-on public offering, net ​ 189,407 ​ — ​ Proceeds from the exercise of common stock warrants (includes $ 4,960 in aggregate gross proceeds from related parties) ​ ​ — ​ ​ 35,745 ​ Proceeds from exercise of common stock options ​ 1,505 ​ 304 ​ Net cash provided by financing activities ​ 190,912 ​ 36,049 ​ Net increase in cash and cash equivalents ​ 14,329 ​ 5,951 ​ Cash and cash equivalents at beginning of the period ​ 4,576 ​ 8,740 ​ Cash and cash equivalents at end of the period ​ $ 18,905 ​ $ 14,691 ​ Supplemental disclosures of cash flow information ​ ​ ​ ​ ​ Purchases of property and equipment incurred but not paid ​ $ 188 ​ $ — ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ ​ ​ 6 Table of Contents CORVUS PHARMACEUTICALS, INC. ​ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) ​ 1. Organization ​ Corvus Pharmaceuticals, Inc. (“Corvus” or the “Company”) was incorporated in Delaware on January 27, 2014 and commenced operations in November 2014. Corvus is a clinical-stage biopharmaceutical company. The Company’s operations are located in South San Francisco, California. ​ Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Corvus Biopharmaceuticals, Ltd. and Corvus Hong Kong Limited. All intercompany accounts and transactions have been eliminated from the condensed consolidated financial statements. ​ Registered Direct Offering ​ On May 6, 2024, the Company completed a registered direct offering which resulted in gross proceeds of approximately $ 30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7311 per share. The common warrants had an exercise price of $ 3.50 per share of common stock (or $ 3.4999 per pre-funded warrant in lieu thereof), were exercisable at any time after the date of issuance, subject to certain ownership limitations, and expired on June 30, 2025. The pre-funded warrants have an exercise price of $ 0.0001 and are exercisable any time after the date of the issuance, subject to certain ownership limitations. As of June 30, 2025, the expiration date of the common warrants, all of the common warrants had been exercised, resulting in proceeds of $ 54.3 million. ​ Follow-on Public Offering ​ On January 23, 2026, the Company completed a follow-on public offering in which the Company sold 9,085,778 shares of common stock at a price of $ 22.15 per share, which included 1,185,101 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $ 189.4 million, net of underwriting discounts, commissions and offering expenses. ​ Liquidity ​ The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, contract manufacturer and contract research organizations, compliance with government regulations and the need to obtain additional financing to fund operations. Since commencing operations in 2014, the majority of the Company’s efforts have been focused on the research and development of soquelitinib, ciforadenant and mupadolimab. The Company believes that it will continue to expend substantial resources for the foreseeable future as it continues clinical development of, seek regulatory approval for and, if approved, prepare for the commercialization of soquelitinib, as well as product candidates under the Company’s other development programs. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, the Company may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of soquelitinib, or any other product candidates. 7 Table of Contents The Company has incurred significant losses and negative cash flows from operations in all periods since inception and had an accumulated deficit of $ 443.9 million as of June 30, 2026. To date, none of the Company’s product candidates have been approved for sale and therefore the Company has not generated any revenue from sales of commercial products. Management expects operating losses to continue for the foreseeable future. The Company has funded its operations to date primarily through the sale of redeemable convertible preferred stock, common stock, pre-funded warrants and common stock warrants. As of June 30, 2026, the Company had cash, cash equivalents and marketable securities of $ 215.2 million. Management believes that the Company’s current cash, cash equivalents and short-term marketable securities will be sufficient to fund its planned operations for at least the next 12 months from the date of the issuance of these condensed consolidated financial statements. To fund all of the Company's ongoing and planned development programs through commercialization, the Company will need to raise additional capital in the future. The Company intends to raise additional capital through private and public equity offerings, debt financings and license and development agreements. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms acceptable to the Company or at all. If the Company is unsuccessful in its efforts to raise additional capital or if sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate one or more of its development programs, out-license intellectual property rights to its product candidates, sell unsecured assets, or a combination of the above, any of which may have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its obligations on a timely basis or at all. Failure to manage discretionary spending or raise additional capital, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. 2. Summary of Significant Accounting Policies ​ Basis of Presentation ​ The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s functional and reporting currency is the U.S. dollar, except for its investment in its equity method investee which is the Chinese renminbi (RMB). The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. ​ Unaudited Interim Financial Information ​ The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for fair statement of the condensed consolidated financial statements presented. ​ The condensed consolidated balance sheet as of December 31, 2025 was derived from audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026. ​ Use of Estimates ​ The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates. ​ 8 Table of Contents Investments in Equity Securities The Company uses the equity method of accounting for its equity investment if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee. The Company’s proportionate share of the net income (loss) resulting from the equity method investment is reported under the line item captioned “income (loss) from equity method investment” in the condensed consolidated statements of operations and comprehensive loss and the carrying value of the equity method investments is reported under the line captioned “Investment in Angel Pharmaceuticals” in the condensed consolidated balance sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and the foreign currency translation adjustment as applicable. For equity method investees with a functional currency different than the Company’s reporting currency, the Company follows the guidance under Accounting Standards Codification (“ASC”) 830-10-15-5, pursuant to which, the foreign currency financial statements of a foreign investee accounted for by the equity method should be translated to the reporting entity’s reporting currency. The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified. ​ See Note 6, “Equity Method Investment,” for further information. ​ Concentrations of Credit Risk and Other Risks and Uncertainties ​ Substantially all of the Company’s cash and cash equivalents are deposited in accounts with two financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company maintains its cash with an accredited financial institution and accordingly, such funds are subject to minimal credit risk. The Company’s marketable securities consist of investments in U.S. Treasury securities and U.S. government agency securities, which can be subject to certain credit risks. However, the Company mitigates the risks by investing in high-grade instruments, limiting its exposure to any one issuer, and monitoring the ongoing creditworthiness of the financial institutions and issuers. The Company has not experienced any losses on its deposits of cash, cash equivalents or marketable securities. ​ The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain marketing approval for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, its right to develop and commercialize its product candidates pursuant to the terms and conditions of the licenses granted to the Company, and protection of proprietary technology. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. ​ Significant Accounting Policies ​ There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026 from those discussed in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026. 9 Table of Contents Recent Accounting Pronouncements ​ In October 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements related to variety of FASB Accounting Standard Codification topics. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K is effective. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the associated amendment will be removed from the Codification and will not become effective for any entities. The Company is currently evaluating the effect of adopting this ASU. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expense. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of ASU 2024-03 on its financial statement presentation and disclosures. 3. Net Loss per Share ​ The following table shows the calculation of net (loss) income per share (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to common stockholders, basic ​ $ ( 17,959 ) ​ $ ( 7,998 ) ​ $ ( 31,651 ) ​ $ 7,195 ​ Gain from change in fair value of warrant liability ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 27,141 ) ​ Net loss - basic and diluted ​ $ ( 17,959 ) ​ $ ( 7,998 ) ​ $ ( 31,651 ) ​ $ ( 19,946 ) ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and pre-funded warrants outstanding used to compute basic and diluted net (loss) income per share ​ 92,368,013 ​ 77,774,344 ​ 91,188,921 ​ 74,966,022 ​ Weighted average shares issuable upon the exercise of common warrants ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,555,686 ​ Weighted average common shares and prefunded warrants outstanding used to compute diluted net loss per share ​ ​ 92,368,013 ​ ​ 77,774,344 ​ ​ 91,188,921 ​ ​ 76,521,708 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share, basic ​ $ ( 0.19 ) ​ $ ( 0.10 ) ​ $ ( 0.35 ) ​ $ 0.10 ​ Net loss per share, diluted ​ $ ( 0.19 ) ​ $ ( 0.10 ) ​ $ ( 0.35 ) ​ $ ( 0.26 ) ​ ​ Weighted average common shares outstanding used in the calculation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 includes 8,275,913 shares of common stock issuable upon conversion of pre-funded warrants. Refer to Note 9, “Warrants” for further details. Shares issuable upon exercise of common warrants used in the calculation of diluted net loss per share for the six months ended June 30, 2025 were calculated using the treasury stock method. 10 Table of Contents The amounts in the table below were excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Outstanding options ​ 13,253,806 11,651,683 ​ 13,253,806 11,651,683 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4. Segments ​ The Company views its operations and manages its business in one operating segment, that of the development and commercialization of drugs and antibodies that target critical elements of the immune system. The Company’s Chief Operating Decision Maker (“CODM”) is made up of the Chief Executive Officer and Chief Financial Officer. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is reported on the consolidated statement of operations and comprehensive loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. Managing and allocating resources on a consolidated basis enables the CODM to assess the overall level of resources available and how to best deploy these resources across functions and programs that are in line with the Company’s long-term company-wide strategic goals. ​ The following table presents reportable segment net loss, including significant expense categories, attributable to the Company’s reportable segment for the three and six months ended June 30, 2026 and 2025 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Compensation and benefits, excluding stock-based compensation ​ $ 3,147 $ 2,144 ​ $ 6,174 ​ $ 4,383 ​ Stock-based compensation ​ ​ 2,609 ​ 1,256 ​ ​ 5,259 ​ 2,507 ​ Drug manufacturing ​ ​ 2,441 ​ 1,850 ​ ​ 2,872 ​ 3,680 ​ Clinical trials ​ ​ 5,410 ​ 2,135 ​ ​ 10,453 ​ 4,062 ​ Outside general and administrative ​ ​ 906 ​ 848 ​ ​ 2,150 ​ 1,794 ​ Facilities and insurance ​ ​ 630 ​ 504 ​ ​ 1,188 ​ 1,284 ​ Other segment items (1) ​ ​ 4,154 ​ 1,523 ​ ​ 6,078 ​ 2,472 ​ Total segment expense ​ ​ 19,297 ​ 10,260 ​ ​ 34,174 ​ 20,182 ​ Non-operating income, net ​ ​ ( 1,338 ) ​ ( 2,262 ) ​ ​ ( 2,523 ) ​ ( 27,377 ) ​ Net loss ​ $ 17,959 $ 7,998 ​ $ 31,651 $ ( 7,195 ) ​ (1) Includes consulting, non-clinical research and laboratory supplies. ​ 5. Fair Value Measurements ​ Financial assets and liabilities are measured and recorded at fair value. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. The fair value hierarchy prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: ​ ● Level 1—Quoted prices in active markets for identical assets or liabilities ​ ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly ​ 11 Table of Contents ● Level 3—Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability ​ There have been no transfers of assets and liabilities between levels of hierarchy. ​ The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs. ​ The following tables present information as of June 30, 2026 and December 31, 2025 about the Company’s assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy the Company utilized to determine such fair values (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ Fair Value Measured Using ​ Total ​ ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Balance Assets ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ $ 18,226 ​ $ — ​ $ — ​ $ 18,226 Marketable securities ​ — ​ 196,323 ​ — ​ 196,323 ​ ​ $ 18,226 ​ $ 196,323 ​ $ — ​ $ 214,549 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ Fair Value Measured Using ​ Total ​ ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ ​ (Level 3) ​ ​ ​ Balance Assets ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ $ 4,163 ​ $ — ​ $ — ​ $ 4,163 Marketable securities ​ ​ — ​ 52,174 ​ — ​ 52,174 ​ ​ $ 4,163 ​ $ 52,174 ​ $ — ​ $ 56,337 ​ As of June 30, 2026 and December 31, 2025, the fair value of available for sale marketable securities by type of security were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 170,821 ​ $ 2 ​ $ ( 589 ) ​ $ 170,234 U.S. Government agency securities ​ ​ 26,260 ​ ​ — ​ ​ ( 171 ) ​ ​ 26,089 ​ ​ $ 197,081 ​ $ 2 ​ $ ( 760 ) ​ $ 196,323 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ ​ ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ Gains ​ Losses ​ Value U.S. Treasury securities ​ $ 38,622 ​ $ 53 ​ $ — ​ $ 38,675 U.S. Government agency securities ​ ​ 13,489 ​ ​ 10 ​ ​ — ​ ​ 13,499 ​ ​ $ 52,111 ​ $ 63 ​ $ — ​ $ 52,174 ​ ​ ​ 12 Table of Contents ​ As of June 30, 2026, all of the Company’s marketable securities are considered available for current operations and the remaining maturity by type of security is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturities by Period at Amortized Cost ​ ​ ​ ​ ​ Less than ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ 1 Year ​ ​ ​ 1-2 years U.S. Treasury securities ​ $ 170,821 ​ $ 98,927 ​ $ 71,894 U.S. Government agency securities ​ ​ 26,260 ​ ​ 7,154 ​ ​ 19,106 ​ ​ $ 197,081 ​ $ 106,081 ​ $ 91,000 ​ ​ ​ ​ 6. Equity Method Investment Angel Pharmaceuticals Co. Ltd. (“Angel Pharmaceuticals”) is a corporate venture in the People’s Republic of China designed to develop, manufacture, and commercialize soquelitinib, ciforadenant and mupadolimab compounds for distribution within the countries of China, Taiwan, Macao, and Hong Kong based on intellectual property licenses contributed to Angel Pharmaceuticals by the Company. In June 2026, Angel Pharmaceuticals completed an equity financing, raising approximately $ 13.4 million, including a $ 5.0 million investment by the Company. Following the financing, the Company's ownership interest in Angel Pharmaceuticals was approximately 49 %, excluding 6 % of Angel Pharmaceuticals' equity reserved for issuance under the Angel Pharmaceuticals Employee Stock Ownership Plan (“ESOP”). In connection with the financing, the Company concluded that Angel Pharmaceuticals continues to be a variable interest entity and that the Company is not the primary beneficiary. Accordingly, the Company continues to account for its investment in Angel Pharmaceuticals under the equity method of accounting. As of June 30, 2026 and December 31, 2025, the Company’s ownership interest in Angel Pharmaceuticals was approximately 48.6 % and 49.7 %, respectively, excluding 6.4 % and 7.0 %, respectively, of Angel Pharmaceuticals’ equity reserved for issuance under the Angel Pharmaceuticals ESOP. The Company recognized its share of loss in Angel Pharmaceuticals for the total amount of $ 0.7 million and $ 1.3 million as loss from equity method investment in the condensed consolidated statement of operations for the three and six months ended June 30, 2026, respectively. Summary Financial Information Summary financial information for Angel Pharmaceuticals is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ As of Balance Sheet Data ​ ​ ​ June 30, 2026 ​ December 31, 2025 ​ (in thousands) Current assets ​ $ 23,175 ​ $ 11,033 Non-current assets ​ 695 ​ 904 Current liabilities ​ 875 ​ 1,049 Non-current liabilities ​ 59 ​ 229 Stockholders' equity ​ ​ 22,936 ​ ​ 10,659 ​ 13 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ ​ June 30, ​ June 30, ​ Statement of Operations Data ​ ​ ​ ​ 2026 ​ 2025 ​ 2026 ​ 2025 ​ ​ ​ (in thousands) ​ Revenue ​ ​ $ — ​ $ — ​ $ — ​ $ — ​ Gross profit ​ ​ — ​ — ​ — ​ — ​ Net loss ​ ​ ​ ( 832 ) ​ ​ ( 503 ) ​ ​ ( 1,599 ) ​ ​ ( 1,189 ) ​ Share of loss from investments accounted for using the equity method ​ ​ ( 709 ) ​ ( 389 ) ​ ( 1,308 ) ​ ( 928 ) ​ ​ ​ 7. License and Collaboration Agreements ​ Scripps Licensing Agreement ​ In December 2014, the Company entered into a license agreement with The Scripps Research Institute (“Scripps”), pursuant to which it was granted a non-exclusive, world-wide license for all fields of use under Scripps’ rights in certain know-how and technology related to a mouse hybridoma clone expressing an anti-human CD73 antibody, and to progeny, mutants or unmodified derivatives of such hybridoma and any antibodies expressed by such hybridoma, from which we developed CPI-006. Scripps also granted the Company the right to grant sublicenses in conjunction with other proprietary rights the Company holds, or to others collaborating with or performing services for the Company. Under this license agreement, Scripps has agreed not to grant any additional commercial licenses with respect to such materials, other than march-in rights granted to the U.S. government. Upon execution of the agreement, the Company made a one time cash payment to Scripps of $ 10,000 in 2015 and is also obligated to pay a minimum annual fee to Scripps of $ 25,000 . The one time cash payment was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. A minimum annual fee payment is due on each anniversary of the effective date of the agreement for the term of the agreement. The Company is also required to make performance based cash payments upon successful completion of clinical and sales milestones. The aggregate potential milestone payments are $ 2.5 million as of June 30, 2026. The Company is also required to pay royalties on net sales of licensed products (including CPI-006) sold by it, its affiliates and its sublicensees at a rate in the low single digits. In addition, should the Company sublicense the rights licensed under the agreement, it has agreed to pay a percentage of sublicense revenue received at specified rates that start at double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement and the time of entry into such sublicense. To date, no milestone payments have been made. The Company’s license agreement with Scripps will terminate upon expiration of its obligation to pay royalties to Scripps under the license agreement. The Company’s license agreement with Scripps is terminable by the consent of the parties, at will by the Company upon providing 90 days written notice to Scripps, or by Scripps for certain material breaches, or if the Company undergoes a bankruptcy event. In addition, Scripps may terminate the license on a product by product basis, or the entire agreement, if the Company fails to meet specified diligence obligations related to the development and commercialization of licensed products. Scripps may also terminate the agreement after the third anniversary of the effective date of the agreement if it reasonably believes, based on reports the Company provides to Scripps, that the Company has not used commercially reasonable efforts as required under the agreement, subject to a specified notice and cure period. Vernalis Licensing Agreement ​ In February 2015, the Company entered into a license agreement with Vernalis (R&D) Limited (“Vernalis”), which was subsequently amended as of November 5, 2015, and, pursuant to which the Company was granted an exclusive, worldwide license under certain patent rights and know-how, including a limited right to grant sublicenses, for all fields of use to develop, manufacture and commercialize products containing certain adenosine receptor antagonists, including ciforadenant. Pursuant to this agreement, the Company made a one-time cash payment to Vernalis in the amount of $ 1.0 million, which was recorded as research and development expense as technological feasibility of the asset had not been established and there was no alternative future use. The Company is also required to make cash 14 Table of Contents milestone payments to Vernalis upon the successful completion of clinical and regulatory milestones for licensed products depending on the indications for which such licensed products are developed and upon achievement of certain sales milestones. In February 2017, the Company made a milestone payment of $ 3.0 million to Vernalis following the expansion of a cohort of patients with renal cell cancer treated with single agent ciforadenant in the Company’s Phase 1/1b clinical trial. During the six months ended June 30, 2026 and 2025, no clinical or regulatory milestones were completed or paid to Vernalis, and the aggregate potential milestone payments were approximately $ 220 million for all indications as of June 30, 2026. The Company has also agreed to pay Vernalis tiered incremental royalties based on the annual net sales of licensed products containing ciforadenant on a product by product and country by country basis, subject to certain offsets and reductions. The tiered royalty rates for products containing ciforadenant range from the mid single digits up to the low double digits on a country by country net sales basis. The royalties on other licensed products that do not include ciforadenant also increase with the amount of net sales on a product-by-product and country by country basis and range from the low single digits up to the mid single digits on a country by country net sales basis. The Company is also obligated to pay to Vernalis certain sales milestones as indicated above when worldwide net sales reach specified levels over an agreed upon time period. ​ The agreement will expire on a product-by-product and country-by-country basis upon the expiration of the Company’s payment obligations to Vernalis in respect of a particular product and country. Both parties have the right to terminate the agreement for an uncured material breach by the other party. The Company may also terminate the agreement at its convenience by providing 90 days written notice, provided that the Company has not received notice of its own default under the agreement at the time the Company exercises such termination right. Vernalis may also terminate the agreement if the Company challenges a licensed patent or undergoes a bankruptcy event. ​ Monash License Agreement In April 2017, the Company entered into a license agreement with Monash University (“Monash”), pursuant to which the Company was granted an exclusive, sublicensable worldwide license under certain know-how, patent rights and other intellectual property rights controlled by Monash to research, develop, and commercialize certain antibodies directed to CXCR2 for the treatment of human diseases. Upon execution of the agreement, the Company made a one time cash payment to Monash of $ 275,000 and reimbursed Monash for certain patent prosecution costs incurred prior to execution of the agreement. The Company recorded these payments as research and development expenses for the year ended December 31, 2017. The Company is also obligated to pay an annual license maintenance fee to Monash of $ 25,000 until a certain development milestone is met with respect to the licensed product, after which no further maintenance fee will be due. The Company is also required to make development and sales milestone payments to Monash with respect to the licensed products. During the six months ended June 30, 2026 and 2025, no development or sales milestones were completed or paid to Monash, and the aggregate potential milestones were $ 45.1 million as of June 30, 2026. The Company is also required to pay to Monash tiered royalties on net sales of licensed products sold by it, its affiliates and its sublicensees at a rate ranging in the low single digits. In addition, should the Company sublicense its rights under the agreement, the Company has agreed to pay a percentage of sublicense revenue received at specified rates that are currently at low double digit percentages and decrease to single digit percentages based on the achievement of development milestones. The term of the Company’s agreement with Monash continues until the expiration of its obligation to pay royalties to Monash thereunder. The license agreement is terminable at will by the Company upon providing 30 days written notice to Monash, or by either party for material breaches by the other party. In addition, Monash may terminate the entire agreement or convert the license to a non-exclusive license if the Company has materially breached its obligation to use commercially reasonable efforts to develop and commercialize a licensed product, subject to a specified notice and cure mechanism. 15 Table of Contents 8. Balance Sheet Components (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Prepaid and Other Current Assets ​ ​ ​ ​ ​ ​ ​ Interest receivable ​ $ 1,843 ​ $ 337 ​ Prepaid research and development manufacturing expenses ​ ​ 2,919 ​ ​ 599 ​ Prepaid insurance ​ ​ 394 ​ ​ 138 ​ Other ​ 575 ​ 353 ​ ​ ​ $ 5,731 ​ $ 1,427 ​ Property and Equipment ​ ​ ​ ​ ​ ​ ​ Laboratory equipment ​ $ 2,996 ​ $ 2,646 ​ Computer equipment and purchased software ​ 212 ​ 190 ​ Leasehold improvements ​ 33 ​ 33 ​ Construction in progress ​ ​ 300 ​ ​ — ​ ​ ​ 3,541 ​ 2,869 ​ Less: accumulated depreciation and amortization ​ ( 2,711 ) ​ ( 2,649 ) ​ ​ ​ $ 830 ​ $ 220 ​ Accrued and Other Liabilities ​ ​ ​ ​ ​ ​ ​ Accrued clinical trial expense ​ $ 3,652 ​ $ 3,566 ​ Accrued manufacturing expense ​ 3,032 ​ 1,812 ​ Personnel related ​ 1,932 ​ 641 ​ Accrued legal and accounting ​ ​ 256 ​ ​ 229 ​ Other ​ 299 ​ 238 ​ ​ ​ $ 9,171 ​ $ 6,486 ​ ​ During the three months ended June 30, 2026 and 2025, the Company recorded approximately $ 34,000 and $ 29,000 in depreciation expense, respectively, and during the six months ended June 30, 2026 and 2025, the Company recorded approximately $ 63,000 and $ 51,000 in depreciation expense, respectively. 9. Warrants ​ On May 6, 2024, the company completed a registered direct offering in which the Company sold an aggregate of 13,512,699 shares of common stock and common warrants to purchase up to 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share and common warrant, and pre-funded warrants to purchase up to 4,144,085 shares of common stock and common warrants to purchase up to 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof), at a combined offering price of $ 1.7311 per share underlying each pre-funded warrant and common warrant, which equals the offering price per share and common warrant less the $ 0.0001 exercise price per share of the pre-funded warrants. The pre-funded warrants have an exercise price per share of common stock equal to $ 0.0001 per share. The exercise price and the number of shares of common stock issuable upon exercise of the pre-funded warrants are subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. The pre-funded warrants are exercisable at any time after the date of issuance. In accordance with accounting guidance discussed in Note 2, the Company recorded $ 5.0 million to additional paid-in capital upon issuance of the pre-funded warrants on May 6, 2024. In May 2025, an additional 4,131,828 pre-funded warrants were issued in connection with the exercise of common warrants. As of June 30, 2026, none of the pre-funded warrants have been exercised and 8,275,913 pre-funded warrants remain outstanding. The common warrants had an exercise price per share of common stock equal to $ 3.50 per share (or $ 3.4999 per pre-funded warrant). The exercise price and the number of shares of common stock (or pre-funded warrants in lieu thereof) issuable upon exercise of the common warrants were subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the 16 Table of Contents common stock. The common warrants were exercisable at any time after the date of issuance and had an expiration date of June 30, 2025. In accordance with accounting guidance discussed in Note 2, “Summary of Significant Accounting Policies,” the Company recorded a decrease in fair value of warrant liability of $ 2.0 million and $ 27.1 million to other income in its condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025. As of June 30, 2025, the expiration date of the common warrants, all of the common warrants had been exercised, resulting in proceeds of $ 54.3 million. ​ 10. Common Stock ​ As of June 30, 2026, the amended and restated certificate of incorporation authorizes the Company to issue 290 million shares of common stock and 10 million shares of preferred stock. ​ Each share of common stock is entitled to one vote. Common stockholders are entitled to dividends if and when declared by the board of directors. As of June 30, 2026, no dividends on common stock had been declared. ​ On August 6, 2024, the Company entered into an Open Market Sale Agreement SM (the “2024 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, from time-to-time, with aggregate gross sales proceeds of up to $ 100.0 million, through an at-the-market equity offering program under which Jefferies will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the 2024 Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services up to 3.0 % of the gross proceeds of any shares of common stock sold through Jefferies under the 2024 Sales Agreement. ​ On January 20, 2026, in connection with the January 2026 financing, as further described in Note 1, the Company suspended the offering of any shares of its common stock under the 2024 Sales Agreement and, on March 13, 2026, the Company entered into an Amended and Restated Open Market Sale Agreement SM , dated March 13, 2026 (the “Amended Sales Agreement”), with Jefferies, which amends and restates the 2024 Sales Agreement to increase the maximum aggregate offering price of shares of the Company’s common stock from $ 100.0 million to $ 200.0 million. ​ During the six months ended June 30, 2026, the Company did no t sell any shares of common stock under its at-the-market offering program. As of June 30, 2026, $ 200.0 million remained available for sale under the Amended Sales Agreement. ​ The Company has reserved shares of common stock for issuance as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Pre-funded warrants 8,275,913 ​ 8,275,913 Shares available for future option grants ​ 6,431,034 ​ 3,007,335 ​ Outstanding options 13,253,806 ​ 14,028,177 Shares reserved for employee stock purchase plan 400,000 ​ 400,000 Total 28,360,753 ​ 25,711,425 ​ ​ 11. Stock Option Plans ​ In February 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which was subsequently amended in November 2014, July 2015 and September 2015, under which it granted incentive stock options (“ISOs”) or non-qualified stock options (“NSOs”). Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2014 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years . The 2014 Plan provides that grants must be at an exercise price of 100 % of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. ​ In connection with the consummation of the IPO in March 2016, the 2016 Equity Incentive Award Plan (the “2016 Plan”) became effective. Under the 2016 Plan, ISOs, NSOs, stock purchase rights and other stock-based awards 17 Table of Contents may be granted. Terms of stock agreements, including vesting requirements, are determined by the board of directors or a committee authorized by the board of directors, subject to the provisions of the 2016 Plan. In general, awards granted by the Company vest over four years and have a maximum exercise term of 10 years . The 2016 Plan provides that grants must be at an exercise price of 100 % of fair market value of the Company’s common stock as determined by the board of directors on the date of the grant. In conjunction with adopting the 2016 Plan, the 2014 Plan was terminated and no further awards will be granted under the 2014 Plan. Options outstanding under the 2014 Plan as of the effective date of the 2016 Plan that are forfeited or lapse unexercised may be re-issued under the 2016 Plan, up to a maximum of 1,136,229 shares. ​ Activity under the Company’s stock option plans is set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ‑ ​ ​ Shares ​ ​ ​ Average ​ ​ Available ​ Number of ​ Exercise ​ ​ ​ ​ for Grant ​ ​ ​ Options ​ ​ ​ Price Balance at December 31, 2025 3,007,335 14,028,177 ​ $ 5.20 Additional shares authorized 2,987,865 — ​ — Options granted ( 240,500 ) 240,500 ​ 12.73 Options exercised — ( 338,537 ) ​ 4.44 Options forfeited 676,334 ( 676,334 ) ​ 14.01 Balance at June 30, 2026 6,431,034 13,253,806 ​ $ 4.90 ​ ​ 12. Stock-Based Compensation ​ The Company’s results of operations include expenses relating to employee and non-employee stock-based awards as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Research and development ​ $ 1,095 ​ $ 541 ​ $ 2,172 ​ $ 1,069 ​ General and administrative ​ 1,514 ​ 715 ​ 3,087 ​ 1,438 ​ Total ​ $ 2,609 ​ $ 1,256 ​ $ 5,259 ​ $ 2,507 ​ ​ ​ 13. Income Taxes ​ During the six months ended June 30, 2026 and 2025, the Company recorded no income tax benefits for the net operating losses (NOLs) incurred due to the uncertainty of realizing a benefit from those items. The Company continues to maintain a full valuation allowance against its net deferred tax assets. ​ 14. Facility Lease ​ On October 22, 2024, the Company entered into an operating sub-sublease agreement, pursuant to which the Company sub-leased approximately 20,916 square feet of office and lab space. The sub-sublease has a term of three years commencing on February 21, 2025 with an option to extend at fair market value for an additional 27 months. The Company records rent expense on a straight-line basis over the effective term of the lease, including any free rent periods and incentives. As the interest rate implicit in lease arrangements is typically not readily available, in calculating the present value of the lease payments, the Company has utilized its incremental borrowing rate, which is determined based on the prevailing market rates for collateralized debt with maturity dates commensurate with the term of its lease. ​ The Company’s obligation for the payment of base rent for the premises began on the commencement date and is initially $ 33,833 per month, up to monthly base rent of $ 47,200 during the third year of the sub-sublease. In addition 18 Table of Contents to base rent, the Company is obligated to pay its proportionate share of taxes, insurance and operating expenses. In November 2024, the Company paid the sublandlord $ 231,235 in prepaid rent, which was applied to the monthly base rent and the Company’s proportionate share of additional expenses for the first three months of the term of the sub-sublease. ​ Although the non-cancellable lease term commenced on February 21, 2025, for purposes of determining the right-of-use asset balance, in accordance with ASC Topic 842, the Company used November 25, 2024 as the commencement date, the date on which the sublandlord granted the Company access to the premises. The sub-sublease is a net lease, as the non-lease components (i.e., common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease components were not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. ​ As of June 30, 2026 and December 31, 2025, the right-of-use asset under the operating lease was approximately $ 0.7 million and $ 0.8 million, respectively. The elements of lease expense under the operating lease for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ ​ Statements of operations and ​ ​ ​ June 30, ​ June 30, ​ ​ comprehensive loss location ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Costs of operating lease ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ Research and development, General and administrative ​ $ 114 ​ $ 114 ​ $ 227 ​ $ 227 ​ Costs of non-lease components (previously common area maintenance) ​ Research and development, General and administrative ​ ​ 71 ​ ​ 52 ​ ​ 132 ​ ​ 74 ​ Total operating lease cost ​ ​ ​ $ 185 ​ $ 166 ​ $ 359 ​ $ 301 ​ Other Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows used for operating lease ​ ​ ​ $ 199 ​ $ 104 ​ $ 387 ​ $ 104 ​ Remaining lease term ​ ​ ​ 1.6 years ​ 2.6 years ​ 1.6 years ​ 2.6 years ​ Discount rate ​ ​ ​ 11.7 % ​ 11.7 % ​ 11.7 % ​ 11.7 % ​ ​ As of June 30, 2026, minimum rental commitments under this lease were as follows (in thousands): ​ ​ ​ ​ ​ Year Ended December 31 (in thousands) ​ ​ ​ ​ ​ 2026* $ 230 2027 ​ ​ 566 Total lease payments ​ 796 Less: imputed interest ​ ​ ( 68 ) Total $ 728 * Remainder of the year ​ As of December 31, 2025, minimum rental commitments under this lease were as follows (in thousands): ​ ​ ​ ​ ​ Year Ended December 31 (in thousands) ​ ​ ​ ​ ​ 2026 ​ $ 486 2027 ​ ​ 566 Total lease payments ​ 1,052 Less: imputed interest ​ ​ ( 115 ) Total $ 937 ​ ​ 19 Table of Contents 15. Commitments and Contingencies Pursuant to the Company’s license agreements with each of Vernalis, Scripps and Monash, it has obligations to make future milestone and royalty payments to the respective parties. However, because these amounts are contingent, they have not been included on the Company’s balance sheet. For further discussion of the Vernalis, Scripps and Monash licensing agreements, see Note 7, “License and Collaboration Agreements.” Indemnifications ​ In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware law. There have been no claims to date and the Company has a directors and officers insurance policy that may enable it to recover a portion of any amounts paid for future claims. Legal Proceedings ​ The Company is not a party to any material legal proceedings. 16. Related Party Transactions ​ As part of the January 2026 follow-on public offering, 30,000 shares of common stock, at the public offering price of $ 22.15 per share, were sold to Puissance Capital Management, a related party. Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49 % ownership interest, is the founder of Puissance Capital Management. On May 6, 2024, the Company closed a registered direct offering which resulted in gross proceeds of approximately $ 30.6 million. The financing consisted of the sale of 13,512,699 shares of common stock and accompanying common stock warrants to purchase 13,078,509 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7312 per share, and the sale of pre-funded warrants to purchase 4,144,085 shares of common stock and accompanying common warrants to purchase 4,010,927 shares of common stock (or pre-funded warrants in lieu thereof) at a combined offering price of $ 1.7311 per share. The common warrants had an exercise price of $ 3.50 per share of common stock (or $ 3.4999 per pre-funded warrant in lieu thereof), are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expired on June 30, 2025. The pre-funded warrants have an exercise price of $ 0.0001 and are exercisable anytime after the date of the issuance, subject to certain ownership limitations. 20 Table of Contents As part of the registered direct offering, the following number of shares of common stock, pre-funded warrants and common warrants were sold to related parties: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Number of ​ ​ ​ Number of ​ Aggregate ​ ​ ​ Shares of ​ Pre-Funded ​ Common ​ Purchase ​ ​ ​ ​ Common Stock ​ ​ ​ Warrants ​ ​ ​ Warrants ​ ​ ​ Price OrbiMed Advisors LLC (1) ​ ​ — ​ ​ 1,444,085 ​ ​ 1,397,684 ​ $ 2,499,856 Puissance Capital Management (2) ​ ​ 866,451 ​ ​ — ​ ​ 838,610 ​ ​ 1,500,000 Richard A. Miller, M.D. (3) ​ ​ 577,634 ​ ​ — ​ ​ 559,073 ​ ​ 1,000,000 William B. Jones, Ph.D. (4) ​ ​ 20,001 ​ ​ — ​ ​ 19,357 ​ ​ 34,624 (1) Peter Thompson, M.D., a member of the Company’s Board of Directors since November 2014, is a Private Equity Partner at OrbiMed Advisors, LLC. (2) Ted Wang, Ph.D., a Co-Founder, General Manager and Director of Angel Pharmaceuticals, of which the Company holds a 49 % ownership interest, is the founder of Puissance Capital Management. (3) Richard A. Miller, M.D. is the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. (4) William B. Jones, Ph.D. is the Company’s Senior Vice President, Pharmaceutical Development. ​ During the three months ended June 30, 2025, all of the common warrants sold to related parties as part of the Company’s May 2024 registered direct offering were exercised. The details of these exercises are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Number of ​ Common Shares ​ ​ Aggregate ​ ​ Common Warrants ​ Issued Upon ​ Proceeds Received ​ ​ ​ ​ Exercised ​ ​ ​ Exercise ​ ​ ​ Upon Exercise OrbiMed Advisors LLC (1) ​ ​ 1,397,684 ​ ​ 221,352 ​ $ — Puissance Capital Management ​ ​ 838,610 ​ ​ 838,610 ​ ​ 2,935,135 Richard A. Miller, M.D. ​ ​ 559,073 ​ ​ 559,073 ​ ​ 1,956,756 William B. Jones, Ph.D. ​ ​ 19,357 ​ ​ 19,357 ​ ​ 67,750 (1) OrbiMed Advisors LLC paid the exercise price of $ 3.50 per common stock warrant on a cashless basis, resulting in the Company withholding 1,176,332 of the warrant shares to pay the exercise price and issuing to OrbiMed Advisors LLC the remaining 221,352 shares. This transaction is considered a non-cash financing activity. ​ In July 2021, Linda S. Grais, M.D., J.D., a member of the Company’s Board of Directors, was appointed as a non-executive member of the Board of Directors of ICON plc (“ICON”), effective upon completion of ICON’s acquisition of PRA Health Sciences, Inc. ICON is a clinical research organization and provides services to support the Company’s clinical trials. During the three months ended June 30, 2026 and 2025, the Company recorded approximately $ 118,000 and $ 137,000 , respectively, in clinical trial expenses under its agreements with ICON. ​ 21 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited condensed consolidated financial statements and notes for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026. ​ This discussion and other parts of this report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this report entitled “Risk Factors.” Except as may be required by law, we assume no obligation to update these forward-looking statements or the reasons that results could differ from these forward-looking statements. ​ Overview ​ We are a clinical stage biopharmaceutical company developing product candidates that precisely target proteins that are critical to immune cell maturation and function. We believe our proprietary product candidates have broad potential to address immune mediated diseases, inflammatory diseases and cancers. Our lead product candidate, soquelitinib (formerly CPI-818), is designed to bind specifically to a protein, interleukin 2 inducible T cell kinase (“ITK”), involved in T cell activation, T cell receptor signaling and T cell differentiation and function. Based on the proposed mechanism of action, we believe soquelitinib has the potential to be utilized to inhibit the production of a number of inflammatory cytokines involved in diseases such as atopic dermatitis, hidradenitis suppurativa, asthma, psoriasis and fibrotic diseases. In preclinical studies, Soquelitinib has affected T cell differentiation leading to enhanced function of T cells involved in tumor cell eradication. Since the immune cells targeted by our product candidates play a role in many diseases, our strategy is to leverage our research and development capabilities by evaluating our product candidates in clinical trials where there is an understanding of the role of specific T cells in the target indication and where we believe such product candidates have the broadest potential. We believe this strategy has enabled us to move rapidly from preclinical to clinical trials in diverse disease areas, each with large unmet needs. We are enrolling patients in a potentially registrational Phase 3 clinical trial of soquelitinib for relapsed peripheral T cell lymphomas. Soquelitinib is also being evaluated in a randomized, placebo-controlled Phase 2 trial in patients with atopic dermatitis. We have two additional product candidates which are in clinical development for the treatment of various solid tumors, also based on modulation of immune function. 22 Table of Contents Product Candidate Pipeline Our product candidate pipeline and anticipated milestones include the following: ​ (1) A Phase 1b/2 clinical trial in atopic dermatitis is being conducted by Angel Pharmaceuticals, the Company’s partner in China. (2) The Company did not conduct Phase 1 studies for these specific indications, but is planning to initiate a Phase 1b study and a Phase 2 study for HS and Asthma, respectively, based on the Phase 1 Atopic Dermatitis study. ​ Soquelitinib (CPI-818), ITK Inhibitor. Soquelitinib is an investigational selective, orally bioavailable, covalent inhibitor of ITK. ITK, an enzyme that functions in T cell signaling and differentiation, is expressed predominantly in T cells, which are lymphocytes that play a vital role in immune responses. T cell lymphomas are malignancies of T cells that proliferate and spread throughout the body. These lymphomas often have uncontrolled tonic signaling through the T cell receptor pathway, which involves ITK. Inhibition of ITK with soquelitinib could result in blockade of this signaling pathway and control the growth of the malignancy. In addition, one of the key survival mechanisms of both lymphomas and solid tumors is believed to be the reprogramming of normal T cells to create an environment in the tissues that inhibits an anti-tumor immune response and favors tumor growth. We believe highly selective inhibitors of this enzyme will facilitate induction of normal T cell anti-tumor immunity and may be useful in the treatment of solid tumors as well as lymphomas. A normal functioning immune system maintains balance between inflammation, needed to fight infection or eliminate noxious agents, and suppression of inflammation necessary when the inflammatory signals are eliminated. This balance is restored through the action of T regulatory cells, which dampen inflammatory responses. ITK plays a vital role in the function of these regulatory T cells where it acts to modulate immune responses. In ITK genetic knockout mice, which completely lack expression of ITK, T cells exhibit defects in T helper cell differentiation and cytokine secretion but retain the ability to differentiate into cytotoxic T cells that secrete IL-2 and interferon gamma (“IFNg”), which are the cells responsible for tumor rejection. We believe that skewing T helper cell differentiation to favor cytotoxic T cells, known as Th1 skewing, may be beneficial in treating T cell lymphomas and many other types of cancer. Mice with genetic knock-out of ITK also demonstrate a reduction in Th2 and Th17 cells, which produce the cytokines that are often responsible for autoimmunity and allergy such as interleukin (Il) Il-4, Il-5, Il-13, Il-17 and many others. We have designed and developed soquelitinib to covalently target the cysteine amino acid residue at position 442 in the ITK protein. We believe this irreversible targeting of ITK has the potential to provide a potent, selective and prolonged duration of activity without the need for high systemic exposures and thereby improve the therapeutic window. This approach was previously used by our cofounders to generate ibrutinib. Selective inhibition of ITK can block the production and function of Th2 and Th17 helper T cells, potentially leading to a biasing toward the differentiation of naïve T cells into Th1 helper T cells. Th1 cells lead to the generation of killer T cells that can eliminate tumor cells or viral infected cells. Th1 cells produce interferon gamma and tumor necrosis factor that are cytokines known to destroy cancer cells. We believe, based on our preclinical and Phase 1/1b data from our T cell lymphoma 23 Table of Contents clinical trial, that soquelitinib has the potential to rebalance normal immune responses that also could be beneficial for the treatment of certain autoimmune, inflammatory and allergic diseases. Overactive Th2 and Th17 cells are known to play a role in autoimmune, inflammatory and allergic diseases, which can potentially be ameliorated by selective ITK inhibition by blocking Th2 and Th17 function and their production of inflammatory cytokines such as IL4, IL5, IL13, IL17 and others. In December 2024, we and our academic collaborators published results describing the chemistry, enzymology and preclinical anti-tumor activity of soquelitinib in the journal npj Drug Discovery. Key results from the publication include that soquelitinib: ● Selectively bound to and inhibited ITK function while sparing other closely related kinases, including resting lymphocyte kinase. ● Inhibited Th2 T cell function and the production of various Th2 cytokines leading to Th1 skewing and production of interferon gamma and tumor necrosis factor, which are important cytokines in tumor rejection. Th2 cytokines have been previously implicated in promoting tumor growth and are also involved in autoimmune and allergic diseases. ● Activated cytotoxic killer cells and increases infiltration of these cells into tumors. ● Reduced and reversed T cell exhaustion resulting in a more potent and prolonged immune response. T cell exhaustion is often a major reason for resistance to immune checkpoint therapy. ● Led to in vivo anti-tumor activity in several mouse tumor models, including colon, renal, melanoma, B cell and T cell tumor. Soquelitinib for treatment of T cell lymphomas. Soquelitinib is currently being studied both in cancer and in immune mediated diseases. A Phase 1/1b clinical trial was conducted in patients with relapsed T cell lymphomas that was designed to select the optimal dose of soquelitinib and evaluate its safety, pharmacokinetics (“PK”), target occupancy, immunologic effects, biomarkers and efficacy. The study is now complete, however, some of the patients remain on therapy and are continuing to receive follow-up monitoring. The trial enrolled 75 patients (27 in the dose escalation portion and 48 in dose expansion portion) with various T cell lymphomas, including peripheral T cell lymphoma (“PTCL”), T follicular helper cell lymphoma, natural killer cell T cell lymphoma, cutaneous T cell lymphoma, anaplastic large cell lymphoma and adult T cell lymphoma/leukemia. The median number of prior therapies was three (range 1-18), with only 31% achieving an objective response to their most recent prior therapy. In the dose escalation portion, patients received a twice-daily dose of soquelitinib of 100 mg, 200 mg, 400 mg or 600 mg, and the 200 mg twice-daily dose (“200 mg BID”) was selected for the dose expansion portion based on biomarker studies indicating that doses of 200 mg or higher achieved complete occupancy of the ITK target with the drug. Final data from the Phase 1/1b clinical trial were presented at the American Society of Hematology Annual Meeting (“ASH”) in December 2025. Key highlights from the data supporting the ongoing registration Phase 3 trial in relapsed/refractory PTCL include: ● No dose limiting toxicities or significant adverse events were observed in any patients in all dose cohorts up to 600 mg twice-daily, including no myelosuppression or immunosuppression; ● Objective and durable tumor responses were seen in the 200 mg twice-daily cohort (N=36) with 6 patients experiencing complete responses; ● In the 200 mg twice-daily cohort, it was determined that patients with between ≥1 and ≤3 prior therapies and an adequate peripheral blood lymphocyte count (N=24) were most likely to be responders to therapy. 24 Table of Contents In this patient population: o Objective responses were seen in 9 of 24 patients including 6 complete responses and 3 partial responses; o Median progression free survival (“PFS”) was 6.2 months, including an 18-month PFS of 30%; and o Median overall survival (“OS”) was 28.1 months, including a 24-month OS of 67% Key highlights from the data supporting soquelitinib’s proposed mechanism of action (Th1 skewing and blocking Th2 and Th17 differentiation) and development in immune and inflammatory diseases include: ● In vitro studies demonstrated that at appropriate doses, soquelitinib produced Th1 skewing, which is an immunologic property resulting from the blockade of Th2 differentiation and a shift to Th1; ● Biomarker studies evaluating blood samples and tumor biopsies showed an increase in Th1 in blood and tumor samples and a reduction in serum IL-5, consistent with inhibiting Th2 and Th17 cells; and ● For six patients, paired tumor biopsies were compared at baseline and day 8 and showed an increase in intratumor Th1 cells with treatment analyzed using RNA sequencing. In August 2023, we completed an End-of-Phase/Pre-Phase 3 meeting with the Food and Drug Administration (“FDA”) regarding our plans to conduct a potentially registrational Phase 3 clinical trial of soquelitinib in relapsed PTCL. The FDA provided feedback on our proposed registration trial, including the proposed endpoints. We initiated this clinical trial in the third quarter of 2024. The clinical trial is designed to enroll a total of 150 patients with relapsed PTCL that have received ≥ 1 prior therapy and≤3 prior therapies. Patients are being randomized 1:1 to soquelitinib 200 mg two-times a day or one of the standard of care chemotherapies. The standard of care agent is selected based on the physician’s choice of either belinostat or pralatrexate. The primary endpoint is progression-free survival. Secondary endpoints include objective response rate, overall survival and duration of response. The study permits patients receiving the standard chemotherapy to cross-over to the soquelitinib treatment arm after disease progression is documented. An interim futility analysis is planned after a defined number of progression events occurs. It is anticipated that this will occur sometime in early 2027. Leading academic and private medical centers with significant experience in lymphoma research are participating in the trial, including investigators who have conducted other Phase 3 clinical trials in T cell lymphoma and authored many peer-reviewed articles on lymphomas. There are currently no FDA fully approved agents for the treatment of relapsed PTCL. The FDA has granted Fast Track designation to soquelitinib for the treatment of adult patients with relapsed or refractory PTCL after at least two lines of systemic therapy. In addition to Fast Track designation, soquelitinib has also been granted FDA orphan drug designation for the treatment of T cell lymphoma. Soquelitinib for treatment of atopic dermatitis. In November 2023, we announced the posting of preclinical data on soquelitinib in bioRxiv that demonstrated that ITK’s selective inhibition produced therapeutic benefits in several autoimmune and allergy preclinical models, including psoriasis, asthma, pulmonary fibrosis, scleroderma and graft versus host disease. The mechanism of action involves the inhibition of Th2 and Th17 cells and their subsequent production of cytokines such as IL-4, IL-5, IL-17 and other cytokines involved in these diseases. The novel mechanism is a result of ITK inhibition and blockade of formation of Th2 and Th17 cells. In April 2024, we initiated a randomized, double-blind, placebo-controlled Phase 1 clinical trial with soquelitinib in patients with moderate to severe atopic dermatitis that previously failed one prior topical or systemic therapy. The clinical trial was planned to enroll 64 patients into one of four dosing cohorts in a 3:1 ratio (12 active and 4 placebo) to receive either soquelitinib or placebo. The cohorts were designed to sequentially enroll and to examine 100 25 Table of Contents mg oral twice per day, 200 mg oral once per day, 200 mg oral twice per day and 400 mg oral once per day. Patients would be treated for 28 days and are then followed for an additional 30 days with no therapy. The primary endpoints included safety and tolerability, and efficacy, measured by improvement in Eczema Area and Severity Index (“EASI”) score, Investigator Global Assessment (“IGA”), reduction in itch and various cytokine biomarkers. EASI scores are also evaluated by the percent of patients that achieve a specified percent reduction in EASI score – EASI 50 for patients that achieved a 50% reduction; EASI 75 for a 75% reduction; and EASI 90 for a 90% reduction. As of May 6, 2025, enrollment into cohorts 1, 2 and 3 had been completed and we reported interim data for a total of 48 patients. These data covered 32 patients receiving soquelitinib and 12 receiving placebo with 28-day follow-up, and four additional patients receiving soquelitinib with 15-day follow-up from cohort 3. These four patients had not yet completed the 28-day treatment course. The percent reduction in mean EASI scores at 28 days for the combined cohort 1 and 2 group was 54.6% for patients receiving soquelitinib and 30.6% for patients receiving placebo. In cohort 3, the 200 mg BID cohort, the percent reduction in mean EASI score at 28 days was 71.1% for patients receiving soquelitinib and 42.1% for patients receiving placebo. Based on the encouraging results from cohorts 1-3, cohort 4 was prospectively redesigned to support and potentially extend the clinical results obtained in the initial cohorts. Cohort 4 was expanded to enroll 24 patients randomized 1:1 to receive soquelitinib 200 mg BID (the same dose as cohort 3) or placebo, and the treatment period was extended to 56 days from the 28-day treatment period used for cohorts 1-3. On January 20, 2026, we announced positive results from cohort 4 of our randomized, blinded, placebo-controlled Phase 1 clinical trial evaluating soquelitinib in patients with moderate to severe atopic dermatitis. The cohort 4 data demonstrated favorable safety and efficacy results consistent with results from cohorts 1-3, including a deepening of responses in cohort 4 over the 8-week treatment period compared to the 4-week treatment period. The results also showed clinical activity in patients who had received prior systemic therapies, including patients resistant to therapies like dupilumab and JAK inhibitors. As of January 15, 2026, enrollment in cohort 4 was completed and all soquelitinib treated patients (n=12) had completed the 56-day treatment course. Of the 12 enrolled placebo patients, 10 were evaluable at day 56, as two patients were non-compliant and missed the day 56 visit; these two patients completed additional follow up at later time points. Patients in cohort 4 had similar baseline characteristics compared to patients in cohort 3, with patients in these cohorts having more advanced disease with a higher mean baseline EASI score compared to patients in cohorts 1 and 2. The mean baseline EASI in cohort 4 was 25.7 for the patients treated with soquelitinib and 21.9 for patients that received placebo. Across all four cohorts (n=72), 35% of patients had received prior systemic therapies (n=25), including 50% of patients (n=12) in cohort 4. Overall, all four cohorts showed meaningful responses in the soquelitinib treatment groups compared to placebo for clinically significant endpoints of EASI 75 and IGA 0 or 1. At day 56, the mean percent reduction in EASI for patients receiving soquelitinib in cohort 4 (n=12) was 72%, compared to 40% for patients receiving placebo (n=10). The kinetics of response demonstrated continuous improvement from day 28 to day 56 with widening separation of the response curve compared to the placebo. Two placebo patients experienced disease flares requiring therapy during the 56-day treatment period compared to none in the soquelitinib group. Final data was presented at the Society for Investigative Dermatology (“SID”) Annual Meeting in May 2026. Figure 1 below summarizes the efficacy results for cohorts 1 through 4 evaluating EASI 75, EASI 90 and IGA 0 or 1. Cohort 3 and 4 results appear similar, with cohort 4 exhibiting higher frequency of EASI 75 and 90. EASI 75, EASI 90 and IGA 0 or 1 for cohort 4 was achieved in 75%, 25% and 33% of patients receiving soquelitinib, respectively, compared to 20%, 0% and 0%, respectively, for the placebo group. ​ 26 Table of Contents Figure 1: Percent Patients Achieving Endpoints EASI 75, EASI 90 and IGA 0 or 1 at Day 28 (cohorts 1-3) or at Day 56 (cohort 4) of Treatment. ​ Figure 2 below shows the kinetics of response for cohort 4 patients receiving soquelitinib and placebo. Separation of the curves was seen at the first visit on day 15 and continuously increased out to day 56. At day 56, the difference in the curves is statistically significant, p=0.035. The disease control continued in the 30-day post treatment follow up period. ​ 27 Table of Contents Figure 2: Percent Reduction in Mean EASI for Cohort 4. Mean percent change in EASI over time is shown. Treatment beginning is designated “Baseline” and days post-baseline are shown. Screening to baseline data are shown and demonstrate relative disease stability. The study blinding remained in effect for the entire 86-day period. Numbers at the top of the graphs indicate numbers of patients evaluated at the various time points. ​ ​ Figure 3A and 3B below show the response curves for soquelitinib and placebo patients across all patients in cohorts 1-4 and in patients in cohorts 3-4 only, also segmented into sub-groups by those who had or had not received prior systemic therapies. Across all four cohorts, 25 patients (35% of all patients) received prior systemic therapies with dupilumab being the most common prior systemic therapy (n=11). Other prior systemic therapies included JAK inhibitors, corticosteroids and investigational agents. The response curves are nearly identical for soquelitinib treated patients, regardless of their history of prior systemic therapy. Placebo patients who had prior systemic therapy had a lesser reduction in EASI compared to placebo patients who had not received prior systemic therapy. These Phase 1 results show separation of the curves for patients receiving soquelitinib compared to placebo and demonstrate that soquelitinib was similarly active in both systemic treatment naïve or experienced patients. Also, prior systemic therapy experienced patients appeared to have worse disease. The two placebo patients who achieved EASI 75 had not received prior systemic therapy. None of the seven placebo patients who had received prior systemic therapy achieved EASI 75 or EASI 50; whereas, three of the five soquelitinib treated patients who received prior systemic therapy achieved EASI 75. ​ 28 Table of Contents Figure 3A, 3B: Percent Reduction in Mean EASI for Cohorts 1-4– Breakout of Patients with or without Prior Systemic Therapy . In Figure 3A, mean percent change in EASI over time is shown for all patients in Cohort 1-4 (left) and for those who received prior therapy (right). In Figure 3B, similar analysis is shown for patients in cohort 3 and 4; these patients received the 200 mg twice daily dose. In all charts, treatment beginning is designated “Baseline” and weeks post-baseline are shown. Placebo patients include cohorts 1-4. Soquelitinib cohorts 3 and 4 are combined (200 mg twice daily doses used in both of these cohorts). ​ ​ ​ Figure 4 below shows longer follow up from cohort 3 patients, who also received the 200 mg twice-daily dose. The data show maintenance or improvement in EASI out to 3 months beyond the treatment period and an increase of circulating Treg cells. The biomarker data suggest that soquelitinib induced an immune system rebalancing involving Treg cells. ​ 29 Table of Contents Figure 4: Percent Reduction in Mean EASI for Cohort 3 and percent change in Treg cells for cohorts 1-3. ​ ​ Reduction in serum IL-4 cytokine was observed in cohorts 3 and 4, both during the treatment period and in the post treatment period, including a dose dependent response with cohort 4 patients showing the largest reductions in IL-4 out to day 86. Biomarker data from cohorts 1 through 3 shows a reduction in serum IL-5 cytokine for cohorts 1 through 3 compared to placebo, including a dose dependent response with cohort 3 patients showing the largest reductions in IL-5 compared to placebo. The reduction in serum IL-5 occurred as early as day 8 of therapy. Serum IL-17 and TARC levels also were lower. Circulating Th2 cells were measured (n=6 cohorts 1 and 2) by scRNA seq technology and demonstrated a reduction in these cells with treatment. As noted above, circulating Tregs cells increased in patients in cohort 3 and were associated with a prolonged treatment effect. These results are consistent with soquelitinib’s observed ability to block Th2 and Th17 cells and their secreted cytokines, such as IL-4, IL-5, IL-17 and the effects on T reg cells. This biomarker data suggest that soquelitinib induced an immune system rebalancing involving Th1, Th2, Th17 and Treg cells. ​ No new safety signals had been observed. Reported adverse events occurred in 41.7% of soquelitinib patients and 41.7% of placebo patients; all were Grade 1-2 and did not result in any dose modifications or interruptions. No severe or serious adverse events were reported. No significant lab abnormalities were seen. Biomarker highlights and immunologic studies from the soquelitinib Phase 1 atopic dermatitis clinical trial were also presented at the SID Annual Meeting in May 2026. The results from these studies support soquelitinib’s mechanism of action, including the potential for drug-free remissions: ● Blocking Th2 and Th17 function and their related downstream cytokines (IL-4, IL-5, IL-13). ● Increasing persistent Treg cells, both during treatment and in the post-treatment, drug-free period, by regulating the switch to Treg cells from Th17 cells. ● Inhibiting JAK-STAT signaling, upregulating SOCS3 (suppressor of cytokine signaling 3 protein, a negative regulator of JAK-STAT signaling) and reducing JAK1 and STAT6. 30 Table of Contents In March 2026, we initiated a Phase 2 clinical trial of soquelitinib for the treatment of atopic dermatitis. The trial is anticipated to enroll approximately 200 patients with moderate-to-severe atopic dermatitis that have failed at least one prior topical or systemic therapy. The trial is blinded and is anticipated to enroll four cohorts of 50 patients each, with soquelitinib doses of: 200 mg once per day; 200 mg twice per day; and 400 mg once per day; along with a placebo group. The treatment period is anticipated to be 12 weeks with a 90-day follow-up period with no treatment. The primary endpoint of the trial is the percent change from baseline in EASI score at week 12. Angel Pharmaceuticals, our partner in China, is enrolling a Phase 1b/2 clinical trial evaluating soquelitinib in patients with moderate-to-severe atopic dermatitis. This is a blinded, placebo-controlled trial that is planned to evaluate a 12-week treatment regimen in 48 patients utilizing soquelitinib doses of 100 mg twice per day, 200 mg once per day, 200 mg twice per day and 400 mg once per day. The patient eligibility and endpoints are similar to those used previously in our Phase 1 clinical trial. Depending on the results from the Phase 1b portion of the study, an additional 60-90 patients will be enrolled in the Phase 2 portion of the study. The trial is open at several leading dermatology centers in China who have been involved in global registration trials. The study is being conducted in close collaboration with Corvus. Results from the cohort 1 (100mg twice per day, 200 mg once per day and placebo) are anticipated late this year. Soquelitinib for treatment of other immune diseases. Based on results from our on-going and completed studies, we are planning to conduct additional clinical trials to evaluate soquelitinib for the treatment of other immune diseases, including a Phase 1b clinical trial in hidradenitis suppurativa and a Phase 2 clinical trial in asthma. Start-up activities for these clinical trials have begun and we anticipate both will be initiated later this year. Beyond our current and planned clinical trials for soquelitinib, we also continue to advance our next-generation ITK inhibitor preclinical product candidates, which were designed to deliver precise T-cell modulation that is optimized for specific immunology indications. The next-generation ITK inhibitor candidates are part of our ongoing business development efforts to maximize the potential of our ITK inhibitor programs and other programs. We have issued patents covering composition of matter and uses of our ITK inhibitors and hold exclusive worldwide rights (except for greater China) for all indications. Ciforadenant Adenosine A2A Receptor Antagonist. Our second product candidate, ciforadenant, is an oral, small molecule antagonist of the A2A receptor for adenosine designed to disable a tumor’s ability to subvert attack by the immune system by blocking the binding of immunosuppressive adenosine in the tumor microenvironment to the A2A receptor. In 2018, we published preclinical findings in animal tumor models demonstrating that treatment with anti-CTLA4 antibody combined with ciforadenant provided synergistic anti-tumor activity based on a novel proposed mechanism of action. We are collaborating with the Kidney Cancer Research Consortium to evaluate ciforadenant in an open label Phase 1b/2 clinical trial as a first line therapy for metastatic RCC in combination with ipilimumab (anti-CTLA-4) and nivolumab (anti-PD-1). The efficacy endpoints for the trial are deep response rate, defined as CR plus PRs of greater than 50% tumor volume reduction as well as progression free survival. The clinical trial is planned to enroll up to 60 patients. The protocol defined pre-specified statistical threshold for efficacy is a 50% increase above the 32% deep response rate seen with previous ipilimumab/nivolumab combination trials in RCC conducted by investigators at the Kidney Cancer Research Consortium. Interim results from this trial were reported at the European Society of Clinical Oncology meeting in October 2025. The deep response rate was 34%, demonstrating an improvement compared to historical data for the combination of ipilimumab and nivolumab alone, though not statistically significant. Patients with stable or responding disease continue to be followed. No further trials are planned. Mupadolimab, B Cell Activating Anti-CD73 Antibody. Our third product candidate is mupadolimab, a humanized monoclonal antibody that is designed to react with a specific site on CD73. In both preclinical and in vivo studies, mupadolimab has demonstrated binding to various immune cells and the enhancement of immune responses by activating B cells. While we believe mupadolimab has the potential to be an important new therapeutic agent with a novel proposed mechanism of action to support its development for the treatment of a broad range of cancers and 31 Table of Contents infectious diseases, we are waiting to initiate a potential Phase 2 randomized clinical trial in order to prioritize the development of our other two lead product candidates. To date, the majority of our efforts have been focused on the research, development and advancement of soquelitinib, ciforadenant, and mupadolimab, and we have not generated any revenue from product sales and, as a result, we have incurred significant losses. We expect to continue to incur significant research and development and general and administrative expenses related to our operations. Our net loss for the three and six months ended June 30, 2026 and 2025 was $18.0 million and $31.7 million, respectively. Our net loss for the three months ended June 30, 2025 was $8.0 million and our net income for the six months ended June 30, 2025 was $7.2 million, which includes non-operating income of $27.1 million associated with a change in fair value of warrant liability. As of June 30, 2026, we had an accumulated deficit of $443.9 million. We expect our losses will increase as we continue our development of, seek regulatory approval for and, if approved, begin to commercialize soquelitinib, ciforadenant and mupadolimab, and as we develop other product candidates. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Since our inception and through June 30, 2026, we have funded our operations primarily through the sale and issuance of stock, including through our initial public offering (“IPO”) in March 2016 and subsequent follow-on public offerings, including a follow-on public offering of common stock which was completed on January 23, 2026 and resulted in aggregate net proceeds of approximately $189.4 million. On August 6, 2024, we entered into an Open Market Sale Agreement SM (the “2024 Sales Agreement”) with Jefferies LLC (“Jefferies”) to sell shares of our common stock, from time-to-time, with aggregate gross sales proceeds of up to $100.0 million, through an at-the-market equity offering program under which Jefferies will act as our sales agent. The issuance and sale of shares of common stock pursuant to the 2024 Sales Agreement are deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Jefferies is entitled to compensation for its services of up to 3.0% of the gross proceeds of any shares of common stock sold through Jefferies under the 2024 Sales Agreement. In connection with the January 2026 follow-on public offering, we suspended the at-the-market offering with respect to the 2024 Sales Agreement and, on March 13, 2026, entered into an Amended and Restated Open Market Sale Agreement SM (the “Amended Sales Agreement”), with Jefferies, which amends and restates the 2024 Sales Agreement to increase the maximum aggregate offering price of shares of our common stock from $100.0 million to $200.0 million. During the six months ended June 30, 2026, we did not sell any shares of common stock under our at-the-market offering program. As of June 30, 2026, $200.0 million remained available for sale under the Amended Sales Agreement. Our three product candidates, soquelitinib, ciforadenant and mupadolimab, are in clinical development by us and/or our partner, Angel Pharmaceuticals. Except for Greater China, we own the world-wide rights to these product candidates. As a result of our ongoing development efforts, we anticipate needing to spend substantial resources for the foreseeable future. Consequently, we will need additional financing to support our continuing operations. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity or debt financings or other sources, which may include collaborations with third parties. Such financing could result in dilution to stockholders and may include the imposition of debt covenants and repayment obligations or other restrictions that may affect our business. If we raise additional capital through strategic collaboration agreements, we may have to relinquish valuable rights to our product candidates, including potential future revenue streams. Adequate additional financing may not be available to us on acceptable terms, or at all. For example, the trading prices for our and other biopharmaceutical companies’ stock have been highly volatile as a result of factors such as the impacts of pandemics and increases in inflation rates or interest rates or the broad imposition of tariffs and other trade controls. As a result, we may face difficulties raising capital through sales of our common stock and any such sales may be on unfavorable terms. Our inability to raise capital as and when needed would have a negative impact on 32 Table of Contents our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so. As of June 30, 2026, we had capital resources consisting of cash, cash equivalents and marketable securities of approximately $215.2 million. Based on our currently available cash resources and our currently planned level of operations and cash flows, we expect that our cash resources will be sufficient to enable us to advance our programs into the second quarter of 2028. In accordance with applicable accounting standards, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for at least the next 12 months from the date of the issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and concluded that our existing cash, cash equivalents and marketable securities are sufficient to fund our operations for at least the next 12 months from issuance of the condensed consolidated financial statements. However, the Company will need to continue to raise additional capital to fund its operations. See “Risk Factors—Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital.” We currently have no manufacturing capabilities and do not intend to establish any such capabilities. We have no commercial manufacturing facilities for our product candidates. As such, we are dependent on third parties to supply our product candidates according to our specifications, in sufficient quantities, on time, in compliance with appropriate regulatory standards and at competitive prices. Significant Accounting Policies ​ Our significant accounting policies are described in Note 2 to our consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 12, 2026. There have been no material changes to our significant accounting policies during the six months ended June 30, 2026 from those discussed in our Annual Report on Form 10-K. Components of Results of Operations ​ Revenue ​ To date, we have not generated any revenues. We do not expect to receive any revenues from any product candidates that we develop unless and until we obtain regulatory approval and commercialize our products or enter into revenue-generating collaboration agreements with third parties. Research and Development Expenses ​ Our research and development expenses consist primarily of costs incurred to conduct research and development of our product candidates. We record research and development expenses as incurred. Research and development expenses include: ​ ● employee-related expenses, including salaries, benefits, travel and non-cash stock-based compensation expense; ​ ● external research and development expenses incurred under arrangements with third parties, such as contract research organizations, preclinical testing organizations, contract manufacturing organizations, academic and non-profit institutions and consultants; ​ ● costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use; ​ ● license fees; and ​ 33 Table of Contents ● other expenses, which include direct and allocated expenses for laboratory, facilities and other costs. ​ We plan to increase our research and development expenses substantially as we continue the development and potential commercialization of our product candidates. Our current planned research and development activities include the following: ● enrollment and completion of our ongoing Phase 3 potentially registrational clinical trial for soquelitinib in PTCL; ● enrollment and completion of our Phase 2 clinical trial for soquelitinib in atopic dermatitis; ● a potential clinical trial for soquelitinib in asthma; ● a potential clinical trial for soquelitinib in hidradenitis suppurativa; ● process development and manufacturing of drug supply of soquelitinib; and ● preclinical studies under our other programs in order to select development product candidates. In addition to our product candidates that are in clinical development, we believe it is important to continue substantial investment in potential new product candidates to build the value of our product candidate pipeline and our business. Our expenditures on current and future preclinical and clinical development programs are subject to numerous uncertainties related to timing and cost to completion. The duration, costs and timing of clinical trials and development of product candidates will depend on a variety of factors, including many of which are beyond our control. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time consuming, and the successful development of our product candidates is uncertain. The risks and uncertainties associated with our research and development projects are discussed more fully in “Risk Factors.” As a result of these risks and uncertainties, we are unable to determine with any degree of certainty the duration and completion costs of our research and development projects or if, when or to what extent we will generate revenues from the commercialization and sale of any of our product candidates that obtain regulatory approval. We may never succeed in achieving regulatory approval for any of our product candidates. ​ General and Administrative Expenses ​ General and administrative expenses include personnel costs, expenses for outside professional services and allocated expenses. Personnel costs consist of salaries, benefits and stock-based compensation. Outside professional services consist of legal, accounting and audit services and other consulting fees. Allocated expenses consist of rent expense related to our office and research and development facility. We expect that our general and administrative expenses will increase in the future as we increase our headcount to support our continued research and development and potential commercialization of one or more of our product candidates. 34 Table of Contents Results of Operations ​ Comparison of the periods below as indicated (in thousands) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 2025 ​ Change ​ 2026 ​ 2025 ​ Change ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 15,964 ​ $ 7,873 ​ $ 8,091 ​ $ 27,139 ​ $ 15,326 ​ $ 11,813 ​ General and administrative ​ 3,333 ​ 2,387 ​ 946 ​ 7,035 ​ 4,856 ​ 2,179 ​ Total operating expenses ​ 19,297 ​ 10,260 ​ 9,037 ​ 34,174 ​ 20,182 ​ 13,992 ​ Loss from operations ​ (19,297) ​ (10,260) ​ (9,037) ​ (34,174) ​ (20,182) ​ (13,992) ​ Interest income and other expense, net ​ 2,047 ​ 639 ​ 1,408 ​ 3,831 ​ 1,164 ​ 2,667 ​ Change in fair value of warrant liability ​ ​ — ​ 2,012 ​ (2,012) ​ — ​ 27,141 ​ (27,141) ​ Income (loss) before equity method investment ​ ​ (17,250) ​ ​ (7,609) ​ ​ (9,641) ​ ​ (30,343) ​ ​ 8,123 ​ ​ (38,466) ​ Loss from equity method investment ​ ​ (709) ​ (389) ​ (320) ​ (1,308) ​ (928) ​ (380) ​ Net (loss) income ​ $ (17,959) ​ $ (7,998) ​ $ (9,961) ​ $ (31,651) ​ $ 7,195 ​ $ (38,846) ​ ​ Research and Development Expenses ​ Research and development expenses for the three and six months ended June 30, 2026 and 2025 consisted of the following costs by program as well as unallocated employee costs and overhead costs (specific program costs consist solely of external costs) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Change ​ 2026 ​ ​ ​ 2025 ​ Change ​ Soquelitinib ​ $ 10,850 ​ $ 4,593 ​ $ 6,257 ​ $ 17,546 ​ $ 8,842 ​ $ 8,704 ​ Other programs ​ 307 ​ 373 ​ (66) ​ 462 ​ 422 ​ 40 ​ Unallocated employee and overhead costs ​ 4,807 ​ 2,907 ​ 1,900 ​ 9,131 ​ 6,062 ​ 3,069 ​ ​ ​ $ 15,964 ​ $ 7,873 ​ $ 8,091 ​ $ 27,139 ​ $ 15,326 ​ $ 11,813 ​ ​ For the three months ended June 30, 2026, the increase in soquelitinib costs of $6.3 million as compared to the three months ended June 30, 2025, primarily consisted of an increase of $3.2 million in clinical trial expenses, an increase of $2.4 million in other outside service costs and in increase of $0.7 million in drug manufacturing costs. For the six months ended June 30, 2026, the increase in soquelitinib costs of $8.7 million as compared to the six months ended June 30, 2025, primarily consisted of an increase of $6.3 million in clinical trial expenses and an increase of $3.0 million in other outside service costs, which were partially offset by a decrease of $0.6 million in drug manufacturing costs. For the three and six months ended June 30, 2026, the increases in other programs costs were negligible. For the three months ended June 30, 2026, the increase in unallocated costs of $1.9 million as compared to the three months ended June 30, 2025, primarily consisted of an increase in personnel and related costs. For the six months ended June 30, 2026, the increase in unallocated costs of $3.1 million as compared to the six months ended June 30, 2025, primarily consisted of an increase of $3.2 million in personnel and related costs, which were partially offset by a decrease of $0.1 million in facilities related cost. 35 Table of Contents General and Administrative Expense For the three months ended June 30, 2026, the increase in general and administrative expenses of $0.9 million as compared to the three months ended June 30, 2025, primarily consisted of an increase in personnel and related costs. For the six months ended June 30, 2026, the increase in general and administrative expenses of $2.2 million as compared to the six months ended June 30, 2025, primarily consisted of an increase of $1.9 million in personnel and related costs and an increase of $0.3 million in outside service costs. Interest Income and Other Expense, net For the three months ended June 30, 2026, the increase in interest income and other expense, net of $1.4 million as compared to the three months ended June 30, 2025, primarily consisted of an increase in interest income earned due to an increase in cash equivalents and marketable securities. For the six months ended June 30, 2026, the increase in interest income and other expense, net of $2.7 million as compared to the six months ended June 30, 2025, primarily consisted of an increase in interest income earned due to an increase in cash equivalents and marketable securities. Change in fair value of warrant liabilities For the three and six months ended June 30, 2026, the change in fair value of warrant liability was zero as all common warrants had been exercised as of June 30, 2025. Loss from equity method investment For the three months ended June 30, 2026, the increase in loss from equity method investment of $0.3 million as compared to the three months ended June 30, 2025, primarily consisted of an increase in Angel Pharmaceuticals’ loss for the three months ended June 30, 2026. For the six months ended June 30, 2026, the increase in loss from equity method investment of $0.4 million as compared to the six months ended June 30, 2025, primarily consisted of an increase in Angel Pharmaceuticals’ loss for the six months ended June 30, 2026. Liquidity and Capital Resources ​ As of June 30, 2026, we had cash, cash equivalents and marketable securities of $215.2 million, and an accumulated deficit of $443.9 million. Since our inception and through June 30, 2026, we have funded our operations primarily through the sale and issuance of preferred and common stock, including through our IPO in March 2016, in which we raised net proceeds of approximately $70.6 million, a follow-on offering of our common stock in March 2018, in which we raised net proceeds of approximately $64.9 million, a follow on offering of our common stock in February 2021, in which we raised net proceeds of approximately $32.0 million, and a registered direct offering in May 2024, in which we sold shares of our common stock, pre-funded warrants and common stock warrants for net proceeds of approximately $30.3 million and proceeds of $54.3 million from the exercise of common stock warrants. On January 23, 2026, we completed a follow-on offering of common stock, which resulted in aggregate net proceeds of approximately $189.4 million. In connection with the January 2026 follow-on offering, we suspended the at-the-market offering with respect to the 2024 Sales Agreement and, on March 13, 2026, entered into the Amended Sales Agreement, with Jefferies, which amends and restates the 2024 Sales Agreement to increase the maximum aggregate offering price of shares of our common stock from $100.0 million to $200.0 million. 36 Table of Contents During the six months ended June 30, 2026, we did not sell any shares of common stock under our at-the-market offering program. As of June 30, 2026, $200.0 million remained available for sale under the Amended Sales Agreement. Funding Requirements Since our inception, we have incurred significant losses and negative cash flows from operations. We have an accumulated deficit of $443.9 million through June 30, 2026. We do not expect positive cash flows from operations in the foreseeable future, if ever. Historically, we have incurred operating losses as a result of ongoing efforts to develop our product candidates, including conducting ongoing research and development, clinical and preclinical studies and providing general and administrative support for these operations. We do not have any products approved for sale, and we do not expect to generate any meaningful revenue unless and until we obtain regulatory approval of and commercialize any of our current and future product candidates and/or enter into additional significant collaboration agreements with third parties, and we do not know when, or if, either will occur. We expect to continue to incur net operating losses for at least the next several years and we expect the losses to increase as we advance soquelitinib, as well as any other product candidates, through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization and continue our research and development efforts. We are subject to all the risks typically related to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. We do not yet have a sales organization or commercial infrastructure and, accordingly, we will need to incur significant expenses to develop a sales organization and commercial infrastructure in advance of generating any commercial product sales. Moreover, we incur substantial costs associated with operating as a public company. We anticipate that we will need substantial additional funding in connection with our continuing operations. Until we can generate a sufficient amount of revenue from the commercialization of our product candidates or from additional significant collaboration or license agreements with third parties, if ever, we expect to finance our future cash needs through private and public equity offerings and potential future collaboration, license and development agreements. Adequate funding may not be available to us on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be required to significantly reduce our operating expenses and may have to significantly delay, scale back or discontinue the development of one or more of our current or future product candidates. If we raise additional funds by issuing equity or convertible debt securities, it could result in dilution to our existing stockholders and increased fixed payment obligations. In addition, as a condition to providing additional funds to us, future investors may demand, and may be granted, rights superior to those of existing stockholders. If we incur indebtedness, we could become subject to covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Additionally, any future collaborations we enter into with third parties may provide capital in the near term, but we may have to relinquish valuable rights to our product candidates or grant licenses on terms that are not favorable to us. Any of the foregoing could significantly harm our business, financial condition and prospects. We expect to incur substantial additional losses in the future as we conduct our planned research and development activities. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operating and capital needs into the second quarter of 2028. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially based on a number of factors. We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to 37 Table of Contents estimate the exact amount of our operating capital requirements. Our future capital requirements depend on many factors, including: ● the progress, timing, costs and results of clinical trials for soquelitinib, including the potentially registrational clinical trial for soquelitinib, and to a lesser extent, the timing, costs and results of the clinical trials for ciforadenant and mupadolimab; ​ ● the timing, progress, costs and results of preclinical and clinical development activities for our other product candidates; ​ ● the number and scope of preclinical and clinical programs we decide to pursue; ​ ● the costs involved in prosecuting, maintaining and enforcing patent and other intellectual property rights; ​ ● the cost and timing of regulatory approvals; ​ ● our efforts to enhance operational systems and hire additional personnel, including personnel to support development of our product candidates and satisfy our obligations as a public company; and ​ ● other factors described in the section of this Quarterly Report on Form 10-Q entitled “Risk Factors.” ​ Summary of Statement of Cash Flows ​ The following table summarizes our cash flows for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ ​ ​ ​ June 30, ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Net cash provided by (used in): ​ ​ ​ ​ Operating activities ​ $ (25,772) ​ $ (14,040) ​ Investing activities ​ (150,811) ​ (16,058) ​ Financing activities ​ 190,912 ​ 36,049 ​ Net increase in cash and cash equivalents ​ $ 14,329 ​ $ 5,951 ​ ​ Cash Flows from Operating Activities ​ Cash used in operating activities during the six months ended June 30, 2026 was $25.8 million, which primarily consisted of net loss of $31.7 million, adjusted by net non-cash transactions of $6.8 million, that primarily consisted of $5.3 million of stock-based compensation expense and $1.3 million of loss from equity method investment; an increase of $4.3 million in prepaid and other current assets; an increase of $0.9 million in other assets; an increase of $1.6 million in accounts payable; and an increase of $2.7 million in accrued and other current liabilities. Cash used in operating activities during the six months ended June 30, 2025 was $14.0 million, which primarily consisted of net income of $7.2 million, adjusted by net non-cash transactions of $24.3 million, that primarily consisted of $2.5 million of stock-based compensation expense, $0.9 million of loss from equity method investment and a decrease of $27.1 million in the fair value of warrant liability; a decrease of $1.1 million in prepaid and other current assets; an increase of $0.6 million in accounts payable; an increase of $1.3 million in accrued and other current liabilities; and a decrease of $0.1 million in operating lease right-of-use asset. Cash Flows from Investing Activities ​ During the six months ended June 30, 2026, net cash flows used in investing activities was $150.8 million, which primarily consisted of purchases of marketable securities of $209.5 million, purchases of property and equipment 38 Table of Contents of $0.7 million and an investment in Angel Pharmaceuticals of $5.0 million, which were partially offset by maturities of marketable securities of $64.3 million. During the six months ended June 30, 2025, net cash flows used in investing activities was $16.1 million, which primarily consisted of purchases of marketable securities of $47.2 million and purchases of property and equipment of $0.2 million, which were partially offset by maturities of marketable securities of $31.3 million. Cash Flows from Financing Activities ​ During the six months ended June 30, 2026, cash provided by financing activities was $190.9 million, which primarily consisted of net proceeds of $189.4 million from the January 2026 follow-on public offering and proceeds of $1.5 million from the exercise of stock options. During the six months ended June 30, 2025, cash provided by financing activities was $36.0 million, which primarily consisted of proceeds of $35.7 million from the exercise of common warrants and proceeds of $0.3 million from the exercise of stock options. Contractual Obligations ​ There have been no material changes outside the ordinary course of our business to our contractual obligations during the six months ended June 30, 2026, as compared to those disclosed in our Annual Report on Form 10-K filed with the SEC on March 12, 2026. Critical Accounting Estimates ​ There have been no changes to our critical accounting estimates during the six months ended June 30, 2026, as compared to those disclosed in our Annual Report on Form 10-K filed with the SEC on March 12, 2026. Smaller Reporting Company and Non-Accelerated Filer Status ​ Based on the market value of our common stock held by our non-affiliates as of June 30, 2026, we will no longer be a “smaller reporting company.” Accordingly, we will cease to be eligible to use the requirements for a smaller reporting company beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2027, and will thus be subject to additional disclosure and compliance requirements. Because we remain eligible to use the requirements for smaller reporting companies through December 31, 2026, we will continue to be a non-accelerated filer as of December 31, 2026 and will remain a “non-accelerated filer” until December 31, 2027. Item 3. Quantitative and Qualitative Disclosures about Market Risk ​ We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents and marketable securities of $215.2 million as of June 30, 2026 and cash, cash equivalents and marketable securities of $56.8 million as of December 31, 2025, which consisted of bank deposits, money market investments, U.S. Treasury securities and U.S. government agency securities. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. Due to the short-term duration of our investment portfolio and the low risk profile of our investments, an immediate 10% increase in interest rates would not have a material effect on the fair market value of our portfolio. ​ Item 4. Controls and Procedures ​ (a) Evaluation of Disclosure Controls and Procedures ​ The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed 39 Table of Contents to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Due to the inherent limitations of control systems, including the possibility of human error and the circumvention or overriding of the controls and procedures, not all misstatements may be prevented or detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026 the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date. (b) Changes in Internal Controls Over Financial Reporting ​ There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ​ 40 Table of Contents PART II — OTHER INFORMATION ​ Item 1 — Legal Proceedings ​ We are not currently a party to any material litigation or legal proceedings. ​ Item 1A — Risk Factors ​ Our business involves significant risks, some of which are described below. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. ​ Risk Factor Summary Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”) before making investment decisions regarding our common stock. ​ ● We have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future. We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it. ● We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts. ● Our product candidates are in various stages of development and may fail or suffer delays that materially and adversely affect their commercial viability. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize such product candidates, or experience significant delays in doing so, our business will be materially harmed. ● Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and the results of preclinical studies and early clinical trials are not necessarily predictive of future results. Any product candidate we or any of our existing or potential future collaborators advance into clinical trials, including soquelitinib, ciforadenant and mupadolimab , may not have favorable results in later clinical trials, if any, or receive regulatory approval. ● Any termination or suspension of, or delays in the commencement or completion of, our planned clinical trials could result in increased costs to us, delay or limit our ability to generate revenue and adversely affect our commercial prospects. ● Our product candidates are subject to extensive regulation, compliance with which is costly and time consuming, and such regulation may cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates. ● We are conducting and plan to conduct clinical trials for soquelitinib , ciforadenant and mupadolimab, and we and Angel Pharmaceuticals may in the future, conduct additional clinical trials of product candidates at sites 41 Table of Contents outside the United States, and the Food and Drug Administration (“FDA”) may not accept data from trials conducted in foreign locations. ● If we encounter difficulties enrolling subjects in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected. ● The occurrence of serious complications or side effects in connection with use of our product candidates, either in clinical trials or post-approval, could lead to discontinuation of our clinical development programs, refusal of regulatory authorities to approve our product candidates or, post-approval, revocation of marketing authorizations or refusal to approve new indications, which could severely harm our business, prospects, results of operations and financial condition. ● We may not be successful in our efforts to identify or discover additional product candidates. ● We rely, and expect to continue to rely, on third parties to conduct our clinical trials. If these third parties do not meet our deadlines or otherwise conduct the trials as required, our clinical development programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected, or at all. ● We rely on third parties to conduct some or all aspects of our manufacturing, research and preclinical and clinical testing, and these third parties may not perform satisfactorily. ● We, or our third-party manufacturers, may be unable to successfully scale-up manufacturing of our product candidates in sufficient quality and quantity, which would delay or prevent us from developing our product candidates and commercializing approved products, if any. ● If we are unable to commercialize our product candidates or if we experience significant delays in obtaining regulatory approval for, or commercializing, any or all of our product candidates, our business will be materially and adversely affected. ● If we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our products may be delayed and, as a result, our stock price may decline. ● We face competition from entities that have developed or may develop product candidates for cancer, including companies developing novel treatments and technology platforms. If these companies develop technologies or product candidates more rapidly than we do or their technologies are more effective, our ability to develop and successfully commercialize product candidates may be adversely affected. ● An active, liquid and orderly market for our common stock may not be sustained. ● The trading price of the shares of our common stock could be highly volatile, and investors in our common stock could incur substantial losses . Risks Related to Our Limited Operating History, Financial Condition and Need for Additional Capital We have incurred significant operating losses since our inception and expect to incur significant losses for the foreseeable future. We may never generate any revenue or become profitable or, if we achieve profitability, we may not be able to sustain it. We are a clinical-stage biopharmaceutical company that has never generated revenue from the sale of our product candidates. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. To date, we have focused primarily on developing our lead product candidates, soquelitinib, 42 Table of Contents ciforadenant and mupadolimab, and researching additional product candidates. We have incurred significant operating losses since we were founded in January 2014 and have not yet generated any revenue from sales. If our product candidates are not approved, we may never generate any revenue. We incurred a net loss of $15.3 million, $62.3 million and $27.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. During the six months ended June 30, 2026 and 2025, we recorded a net loss of $31.7 million and net income of $7.2 million, respectively. We had an accumulated deficit of $443.9 million as of June 30, 2026. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue our development of, seek regulatory approval for and, if approved, begin to commercialize soquelitinib, and as we develop other product candidates. Even if we achieve profitability in the future, we may not be able to sustain it in subsequent periods. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and results of operations. We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts. Since our inception, the majority of our efforts have been focused on the research and development of soquelitinib, ciforadenant and mupadolimab. We believe that we will continue to expend substantial resources for the foreseeable future as we continue clinical development of, seek regulatory approval for and, if approved, prepare for the commercialization of soquelitinib, as well as product candidates under our other development programs. These expenditures will include costs associated with research and development, conducting preclinical studies and clinical trials, obtaining regulatory approvals, manufacturing and supply, sales and marketing and general operations. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial and/or regulatory approval process is highly uncertain, we may not be able to accurately estimate the actual amounts necessary to successfully complete the development, regulatory approval process and commercialization of soquelitinib, ciforadenant and mupadolimab or any other product candidates. Based on our planned expenditures and capital expenditures requirements, our cash, cash equivalents and marketable securities of $215.2 million as of June 30, 2026, we expect that our existing capital resources will be sufficient to fund our operations into the second quarter of 2028. As a result, we do not expect our existing capital resources to be sufficient to enable us to fund the completion of all of our ongoing and planned clinical trials and remaining development programs through commercialization. In addition, while Angel Pharmaceuticals has received outside investment of approximately $41.0 million in connection with its formation and licensing of certain of our intellectual property, such cash is not available for our use. Our operating plan may change as a result of many factors, including those described below as well as others currently unknown to us, and we will need to seek additional funds, through public or private equity, and debt financings or other sources, such as strategic collaborations. Such financing would result in dilution to stockholders, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. If we raise additional capital through strategic collaboration agreements, we may have to relinquish valuable rights to our product candidates, including possible future revenue streams. For example, in October 2020 we formed Angel Pharmaceuticals with a group of investors in China to create a new China-based biopharmaceutical company with a mission to bring innovative quality medicines to Chinese patients for treatment of serious diseases including cancer, autoimmune diseases and infectious diseases. We granted Angel Pharmaceuticals a license to rights to develop and commercialize our three clinical-stage candidates – soquelitinib, ciforadenant and mupadolimab – in greater China and Angel Pharmaceuticals obtained global rights to our Bruton’s tyrosine kinase (“BTK”) inhibitor preclinical programs. In addition, additional funding may not be available to us on acceptable terms, or at all, and any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. The amount and timing of any expenditures needed to implement our development and commercialization programs will depend on numerous factors, including, but not limited to: ● the type, number, scope, progress, expansions, results of and timing of our ongoing and planned clinical trials of soquelitinib (including the potential registration trial), ciforadenant and mupadolimab and any of 43 Table of Contents our planned preclinical studies and clinical trials of other product candidates which we are pursuing or may choose to pursue in the future; ● the need for, and the progress, costs and results of, any additional clinical trials of soquelitinib, ciforadenant and mupadolimab or any of our other product candidates we may initiate based on the results of our planned clinical trials or discussions with the FDA or other regulatory agencies, including any additional trials the FDA or other regulatory agencies may require; ● the costs of obtaining, maintaining and enforcing our patents and other intellectual property rights; ● the costs and timing of obtaining or maintaining manufacturing for soquelitinib, ciforadenant and mupadolimab and our other product candidates, including commercial manufacturing if any product candidate is approved; ● the costs and timing of establishing sales and marketing capabilities; ● our ability to achieve sufficient market acceptance, coverage and reimbursement from third-party payors and adequate market share for our product candidates; ● the terms and timing of establishing collaborations, license agreements and other partnerships; ● whether the FDA or other regulatory agencies accepts data from any clinical trials of our product candidates conducted by Angel Pharmaceuticals in China; ● costs associated with any new product candidates that we may develop, in-license or acquire; ● Angel Pharmaceuticals’ ability to develop and commercialize product candidates in China; ● general economic conditions, such as rising inflation; ● the effect of competing technological and market developments; ● our ability to attract, hire and retain qualified personnel; ● our ability to establish and maintain partnering arrangements for development; and ● the costs associated with being a public company. Several of these factors are outside of our control and if we are unable to obtain funding on a timely basis, or at all, we will be unable to complete the clinical trials for soquelitinib, ciforadenant and mupadolimab and our other product candidates, and we may be required to significantly curtail some or all of our activities. Risks Related to the Discovery and Development of Our Product Candidates Our product candidates are in various stages of development and may fail or suffer delays that materially and adversely affect their commercial viability. If we are unable to advance our product candidates through clinical development, obtain regulatory approval and ultimately commercialize such product candidates, or experience significant delays in doing so, our business will be materially harmed. We have invested a significant portion of our efforts and financial resources in the development of our most advanced product candidates, soquelitinib, ciforadenant and mupadolimab. We have no products on the market and our ability to achieve and sustain profitability depends on obtaining regulatory approvals for and successfully 44 Table of Contents commercializing our product candidates, either alone or with third parties. Before obtaining regulatory approval for the commercial distribution of our product candidates, we or our collaborators must conduct extensive preclinical tests and clinical trials to demonstrate sufficient safety and efficacy of our product candidates in patients. As a result, we may not have the financial resources to continue development of, or to modify existing or enter into new collaborations for, a product candidate if we experience any issues that delay or prevent regulatory approval of, or our ability to commercialize, product candidates, including: ● negative or inconclusive results from our clinical trials, the clinical trials of our collaborators, including Angel Pharmaceuticals, or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program; ● product-related side effects experienced by participants in our clinical trials, the clinical trials of our collaborators or by individuals using drugs or therapeutic biologics similar to our product candidates; ● delays in submitting Investigational New Drug Applications (“INDs”) or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced; ● conditions imposed by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials; ● delays in enrolling research subjects in clinical trials; ● high drop-out rates of research subjects; ● inadequate supply or quality of product ca