IDYA 10-K & 10-Q changes, risk factors and insider trading

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report on Form 10-K, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, growth prospects and stock price. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Many of the following risks and uncertainties are, and will be, exacerbated by the ongoing Ukraine-Russiageopolitical conflict, the Israel Hamas conflict,conflicts, or banking sector volatility and any worsening of the global business and economic environment as a result. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

We are a clinical-stage biopharmaceutical company with a limited operating history andthat has no products approved for commercial sale. We have incurred significant losses since our inception, and we anticipate that we will continue to incur significant losses for the foreseeable future, which, together with our limited operating history, makes it difficult to assess our future viability.

Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are an early-stage biopharmaceutical company, and we have only a limited operating history upon which you can evaluate our business and prospects. We currently have no products approved for commercial sale, have not generated any revenue from sales of products and have incurred losses in each year since our inception in June 2015. In addition, we have limited experience as a company and have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry. SixNine of our product candidates, IDE397, darovasertib (IDE196), IDE161, IDE705/GSK101 and IDE275/GSK959 (both being developed by GSK under the GSK Collaboration Agreement), and IDE849/SHR-4849 (licensed from Hengrui Pharma) are currently in ongoingthe clinical trials.stage in various phases.

We have had significant operating losses since our inception. Our net losses for the twelve months ended December 31, 20242025 and 20232024 were $274.5$113.7 million and $113.0$274.5 million, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $622.8$736.5 million. Substantially all of our losses have resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations. One of our product candidates is in late-phase clinical trials, twoone product candidatescandidate areis in mid-phase clinical trials,trial, and fivesix product candidates are in early-stage clinical trials being conducted by us.trials. We have multiple other product candidates in preclinical development, as well as early-stage research programs. OurWith the exception of darovaserib for one indication, our product candidates will require substantial additional development time and resources before we will be able to apply for or receive regulatory approvalsapprovals. and, ifIf approved, all our products will require substantial additional time and resources to begin generating revenue from product sales. Furthermore, we expect to continue to incur additional costs associated with operating as a public company. We also do not yet have a sales organization orand are continuing to build out our commercial infrastructure and, accordingly, we will incur significant expenses to develop a sales organization orand build out our commercial infrastructure in advance of regulatory approval and generating any commercial product sales. We expect to continue to incur losses for the foreseeable future, and we anticipate these losses will increase as we continue to develop our product candidates and any future product candidates, conduct clinical trials and pursue research and development activities. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, have had and will continue to have an adverse effect on our stockholders’ deficit and working capital.

the timing and cost of, and level of investment in, research, technologies, acquisitions, development and commercialization activities, which may change from time to time;

timing and amount of any option exercise, milestone, royalty or other payments we may or may not receive pursuant to any current or future collaboration or license agreement, including under the GSK Collaboration Agreementagreement;

timing and amount of any milestone, royalty or other payments due under any current or future collaboration or license agreement, including the License Agreement with Novartis, the Option and License Agreement with CRT and University of Manchester, the Option and License Agreement with Biocytogen Pharmaceuticals Co., Ltd.; andLtd., the License Agreement with Jiangsu Hengrui Pharmaceuticals Co., Ltd and the License Agreement with Les Laboratoires Servier;

We believe that we will continue to expend substantial resources for the foreseeable future in connection with the research and development of our precision medicine target and biomarker discovery platform, clinical and preclinical product candidates, and any other future product candidates we may choose to pursue, and commercialization of potentially approved drug products, as well as other corporate uses. Specifically, in the near term, we expect to incur substantial expenses as we advance our synthetic lethality product candidates through preclinical studies, advance our other products, such as darovasertib, IDE397, IDE161IDE849, IDE161, IDE275, IDE705, IDE892, IDE034 and IDE849/SHR-4849IDE574 through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization, and continue our research and development efforts. These expenses will include our cost sharing obligations with GSK for research and development for our WRN program. These expenditures will include costs associated with conducting preclinical studies and clinical trials, obtaining regulatory approvals, and manufacturing and supply, as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may arise. Because the outcome of any preclinical study or clinical trial is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully develop and commercialize our product candidates or any future product candidates.

the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials, including our ongoing clinical trials for IDE397, darovasertib, IDE161, and IDE849/SHR-4849;

the timing and amount of any option exercise, milestone, royalty or other payments we may or may not receive pursuant to any current or future collaboration or license agreement, including under the GSK CollaborationServier Agreement;

potential delays in our ongoing clinical programs as a result of any public health outbreaks, epidemicsoutbreaks or pandemicsgeopolitical (such as the COVID-19 pandemic)conflicts;

Our ability to raise additional funds will depend on financial, economic and other factors, including thegeopolitical ongoingconflicts, effectshealth outbreaks, and/or banking sector volatility, and any worsening of the COVID-19global pandemic, the Ukraine-Russia conflict, the Israel-Hamas conflict,business and closureeconomic of or liquidity issues at financial institutions,environment, many of which are beyond our control. Additional funds may not be available when we need them, on terms that are acceptable to us, or at all. Furthermore, we maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. If adequate funds are not available to us on a timely basis, we may be required to:

delay, limit, reduce or terminate preclinical studies, clinical trials or other research and development activities or eliminate one or more of our development programs altogether; or delay, limit, reduce or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize darovasertib,any of our products, if approved, IDE397, if approved, IDE161, if approved, or any other future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy.

To date, we have primarily financed our operations through the sale of equity securities and payments received under our collaboration and licensing agreements. We will be required to seek additional funding in the future and currently intend to do so through collaborations, licensing agreements, public or private equity offerings or debt financings, credit or loan facilities or a combination of one or more of these funding sources. If we raise additional funds by issuing equity securities, our stockholders may suffer dilution and the terms of any financing may adversely affect the rights of our stockholders. 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. Debt financing, if available, is likely to involve restrictive covenants limiting our flexibility in conducting future business activities, and, in the event of insolvency, debt holders would be repaid before holders of our equity securities received any distribution of our corporate assets. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights or jointly own some aspects of our technologies or product candidates that we would otherwise pursue on our own.

We are early in our development efforts. Our business is dependent on the successful development of our product candidates, future product candidates, and companion diagnostics for biomarkers associated with our product candidates and future product candidates.

Our current product candidates are in various stages of development and we are further developing our precision medicine target and biomarker discovery platform. We have no products approved for sale and our product candidates, IDE397, darovasertib and IDE161,candidates are in various stages of clinical development and will require additional clinical development, regulatory review and approval in each jurisdiction in which we intend to market them, access to sufficient commercial manufacturing capacity, and significant sales and marketing efforts before we can generate any revenue from product sales. Our other product candidates have not been tested in clinical trials. The success of our business, including our ability to finance our company and generate revenue in the future, will primarily depend on the successful development, regulatory approval and commercialization of our product candidates, which may never occur. In the future, we may also become dependent on other product candidates that we may develop or acquire; however, given the current stages of development for most of our product candidates, it may be several years, if at all, before we have demonstrated the safety and efficacy of a product candidate sufficient to support approval for commercialization.

We have not previously submitted aan new drug application, or NDA,NDA to the FDA or similar approval filings to a comparable foreign regulatory authority, for any product candidate. An NDA or other relevant regulatory filing must include extensive preclinical and clinical data and supporting information to establish that the product candidate is safe and effective for each desired indication. The NDA or other relevant regulatory filing must also include significant information regarding the chemistry, manufacturing and controls for the product. We cannot be certain that our current or future product candidates will be successful in clinical trials or receive regulatory approval. Further, even if they are successful in clinical trials, our product candidates or any future product candidates may not receive regulatory approval. If we do not receive regulatory approvals for current or future product candidates, we may not be able to continue our operations. Even if we successfully obtain regulatory approval to market a product candidate, our revenue will depend, in part, upon the size of the markets in the territories for which we gain regulatory approval and have commercial rights, as well as the availability of competitive products, whether there is sufficient third-party reimbursement and adoption by physicians.

our ability, and the ability of any third parties with whom we contract, to remain in good standing with regulatory agencies and develop, validate and maintain commercially viable manufacturing processes that are compliant with current good manufacturing practices, or cGMPs,cGMPs or similar foreign requirements;

We will need to successfully initiate and complete our own Phase 1 clinical trials and later-stage and pivotal clinical trials in order to obtain FDA or a comparable foreign regulatory body’s approval to market our product candidates. Carrying out clinical trials and the submission of regulatory filings is a complicated process. As an organization, we have not yet completed any clinical trials for any of our product candidates. We have limited experience in preparing, submitting and prosecuting regulatory filings, and have not previously submitted any NDA or other comparable foreign regulatory submission for any product candidate. In addition, we have had limited interactions with the FDA and cannot be certain how many additional clinical trials of darovasertib, IDE397 or IDE161 or how many clinical trials of any of our other product candidates will be required or whether the FDA will agree with the design or implementation of our clinical trials. We are required to comply with certain regulatory requirements, and the FDA may identify specific clinical or other development-related requirements that we must satisfy, as a condition to initiating or continuing our clinical trials; if we fail to meet such a requirement, the FDA may issue a clinical hold or designate other conditions on our clinical trials. Consequently, we may be unable to successfully and efficiently execute and complete necessary clinical trials in a way that leads to regulatory submission of a marketing application for, and approval of, darovasertib, IDE397, IDE161, or any of our other product candidates. We may require more time and incur greater costs than our competitors and may not succeed in obtaining regulatory approvals of product candidates that we develop. Failure to commence or complete, or delays in, our planned clinical trials, could prevent us from or delay us in commercializing darovasertib, IDE397, IDE161, or any otherof our product candidate.candidates.

Before obtaining marketing approval from regulatory authorities for the sale of any products, we, or our collaboration partners must conduct extensive clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Clinical trials are expensive and can take many years to complete, and their outcome is inherently uncertain. Failure can occur at any time during the clinical trial process. In addition, we may rely in part on preclinical, clinical and quality data generated by contract research organizations,organizations or CROs,(CROs) and other third parties for regulatory submissions for our product candidates. While we have or will have agreements governing these third parties’ services, we have limited influence over their actual performance. Further, pursuant to our license agreementagreements with Novartis,third party pharmaceutical companies, we have a right of reference to certain data from Novartis’ Phase 1 clinical trial data for our regulatory filings forforthe darovasertib.product that is the subject of the license agreement.

If these third parties, including Novartis,parties fail to make data available to us, or, if applicable, make regulatory submissions in a timely manner, in each case pursuant to our agreements with them, our development programs may be significantly delayed and we may need to conduct additional studies or trials or collect additional data independently. In either case, our development costs would increase.

OurWe have various clinical trial collaboration and supply agreements with Pfizer,other Gileadpharmaceutical andcompanies Merckrelated forto thecombination supplyuse of crizotinib, Trodelvy and KEYTRUDA respectively, support our plans to evaluate the safety and efficacy of darovasertib in combinationproducts with crizotinib,products IDE397from inthose combinationother withpharmaceutical Trodelvy, and IDE161 in combination with KEYTRUDA.companies. If any of these strategic collaborators delay or fail to supply their compound in support of these combination trials, fail to sponsor or appropriately conduct the combination trial (in the case of Amgen),trial, or we fail to reach an agreement with any of these strategic collaborators for the continued supply of their compound beyond the terms of the current supply agreements, the development programs as pertaining to these combinations may be significantly delayed, and our development costs may increase. In each case, this may require us to establish additional supply agreements and rely upon third parties for supply of such combination agents, or if such combination agents are commercially available, in the absence of a supply agreement, we may incur the cost of purchasing such combination agents and may be at risk of having insufficient supply. We may initiate clinical trials in which our product candidates, including darovasertib, IDE397 or IDE161,candidates are combined with one or more other pharmaceutical agents that have not yet been approved by the FDA or comparable foreign regulatory authorities; in such situations, we may be relying on third parties for obtaining appropriate regulatory approvals and we may have no or limited influence over whether or not such regulatory approvals are achieved for such combination agents.

We and our strategic collaborators could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by the Data Safety Monitoring Board,Board or DSMB,(DSMB) for such trial or by the FDA or another comparable foreign regulatory authority. Such authorities may suspend or terminate a clinical trial due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. In addition, changes in regulatory requirements and policies may occur, and we may need to amend clinical trial protocols to comply with these changes. Amendments may require us to resubmit our clinical trial protocols to IRBs or other foreign regulatory authorities or ethics committees for reexamination, which may impact the costs, timing or successful completion of a clinical trial. For example, in recent years the FDA has issued draft guidance and launched programs aiming to reform and modernize the dose optimization procedures used by clinical trial sponsors during the development of oncology drugs. Although these efforts have not yet resulted in any formal changes to the FDA’s regulations or policies, changes in the FDA’s thinking with respect to dose selection and optimization could require us to change the design of our planned or ongoing clinical trials or otherwise conduct additional preclinical, clinical or manufacturing studies beyond those we currently anticipate, which could increase our costs and/or delay the development of our product candidates.

As another example, the regulatory landscape related to clinical trials in the EU recently evolved. The EU Clinical Trials Regulation, or CTR, which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. While the EU Clinical Trials Directive required a separate clinical trial application, or CTA,CTA to be submitted in each member state in which the clinical trial takes place, to both the competent national health authority and an independent ethics committee, the CTR introduces a centralized process and only requires the submission of a single application for multi-center trials. The CTR allows sponsors to make a single submission to both the competent authority and an ethics committee in each member state, leading to a single decision per member state. The assessment procedure of the CTA has been harmonized as well, including a joint assessment by all member states concerned, and a separate assessment by each member state with respect to specific requirements related to its own territory, including ethics rules. Each member state’s decision is communicated to the sponsor via the centralized EU portal. Once the CTA is approved, clinical study development may proceed. The CTR transition period ended on January 31, 2025, and all clinical trials (and related applications) are now fully subject to the provisions of the CTR. Compliance with the CTR requirements by us and our third-party service providers, such as CROs, may impact our developmentsdevelopment plans.

Furthermore, certain conditions for which we plan to evaluate our current development candidates are rare diseases, such as MUM,mUM, with limited patient pools from which to draw for clinical trials. For example, one of our product candidates, darovasertib, is currently being evaluated in a Phase 1/2 basket trial that we initiated in June 2019 to evaluate darovasertib in solid tumors harboring GNAQ/GNA11 hotspot mutations in MUM. The timing of our clinical trials depends, in part, on the speed at which we can recruit patients to participate in our trials, as well as completion of required follow-up periods. The eligibility criteria of our clinical trials, once established, will further limit the pool of available trial participants.

As with most pharmaceutical products, use of our product candidates could be associated with side effects or AEs which can vary in severity from minor reactions to death and in frequency from infrequent to prevalent. Undesirable side effects or unacceptable toxicities caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or a comparable foreign regulatory authority. Results of our clinical trials could reveal a high and unacceptable severity and prevalence of these or other side effects. Furthermore, certain of our product candidates may be co-administered with third-party approved or experimental therapies,therapies in our clinical trials, such as darovasertib with crizotinib in the combination arms of our Phase 1/2 clinical trial or IDE397 with PRMT5 inhibitors in the combination arms of our Phase 1/2 clinical trial.inhibitors. These combinations may have additional side effects. The uncertainty resulting from the use of our product candidates in combination with other therapies may make it difficult to accurately predict side effects in future clinical trials.

If unacceptable side effects arise in the further development of our product candidates, we, the FDA or comparable foreign regulatory authorities,authorities or (the IRBs) at the institutions in which the clinical trials are being conducted could suspend or terminate our clinical trials or the FDA or a comparable foreign regulatory authority could order us to cease clinical trials or deny approval of our product candidates for any or all targeted indications. Treatment related side effects could also affect patient recruitment or the ability of enrolled patients to complete any of our clinical trials or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. Potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm our business, financial condition, results of operations and prospects significantly.

In addition, even if we successfully advance our product candidates or any future product candidates into and through clinical trials, such trials will likely only include a limited number of patients and limited duration of exposure to our product candidates. Some adverse effects of our product candidates willmay not be uncovered until a significantly larger number of patients are exposed to the product candidate. Further, any clinical trials may not be sufficient to determine the effect and safety consequences of taking our product candidates over a multi-year period.

we may be required to restrict the use of the product, including implementing a Risk Evaluation and Mitigation Strategy,Strategy or REMS,(REMS), or to create a Medication Guide outlining the risks of such side effects for distribution to patients or similar risk management measures;

Further, approval, clearance or certification of companion diagnostics may be subject to further legislative or regulatory reforms notably in the EU. On May 25, 2017, the new In Vitro Medical Devices Regulation,Regulation or IVDR,(IVDR) entered into force. The IVDR repeals and replaces the EU In Vitro Diagnostic Medical Devices Directive. Unlike directives, which must be implemented into the national laws of the EU member states, regulations are directly applicable, i.e., without the need for adoption of EU member states laws implementing them, in all EU member states and are intended to eliminate current differences in the regulation of medical devices among EU member states. The IVDR, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the EU for in vitro diagnostic medical devices and ensure a high level of safety and health while supporting innovation. The IVDR became applicable on May 26, 2022. Following subsequent legislative changes, European institutions adopted a “progressive” roll-out of the IVDR to prevent disruption in the supply of in vitro diagnostic medical devices. Therefore, the IVDR applies since May 26, 2022 but there is a tiered system extending the grace period for many in vitro diagnostic medical devices (depending on their risk classification) before they have to be fully compliant with the Regulation. These requirements are in active implementation and may change as the European Commission adopts additional implementing acts and considers targeted revisions to related in vitro diagnostic medical devices rules.

Although we may apply for orphan drug designation for our product candidates, we may not receive the designation or weWe may be unable to obtain the benefits associated with suchorphan drug designation, including the potential for marketing exclusivityexclusivity.

In the EU, the European Commission grants orphan designation on the basis of the EMA’s Committee for Orphan Medicinal Products opinion. A medicinal product may be designated as orphan if (1) it is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition; (2) either (a) such condition affects no more than five in 10,000 persons in the EU when the application is made, or (b) the product, without the benefits derived from orphan status, would not generate sufficient return in the EU to justify investment; and (3) there exists no satisfactory method of diagnosis, prevention or treatment, of such condition authorized for marketing in the EU, or if such a method exists, the product will be of significant benefit to those affected by the condition. In the EU, orphan designation entitles a party to financial incentives such as reduction of fees or fee waivers, protocol assistance, and access to the centralized marketing authorization procedure. Moreover, upon grant of a marketing authorization and assuming the requirement for orphan designation are also met at the time the marketing authorization is granted, orphan medicinal products are entitled to a ten-year period of market exclusivity for the approved therapeutic indication. The period of market exclusivity is extended by two years for orphan medicinal products that have also complied with an agreed Pediatric Investigation Plan, or PIP.

Although we may apply for orphan drug designation for our product candidates, we may not receive the designation we apply for. Even if wehave received orphan drug designation for one or more of our product candidates, which we have received for darovasertib in UM, there is no guarantee that we will obtain approval or orphan drug exclusivity for the product. Even if we obtain approval andAny orphan drug exclusivity for any of our product candidates, that exclusivitywe do obtain may not effectively protect the product candidate from competition because different therapies can be approved for the same condition and the same therapy could be approved for different conditions. Even after an orphan drug is approved, the FDA can subsequently approve the same drug for the same condition if the FDA concludes that the later drug is clinically superior in that it is shown to provide greater safety, greater effectiveness or a major contribution to patient care. In addition, a designated orphan drug may not receive orphan drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. Moreover, orphan drug exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantity of the drug to meet the needs of patients with the rare disease or condition. In the EU, during the exclusivity period, marketing authorizations may be granted to a similar medicinal product with the same orphan indication if: (i) the applicant can establish that the second medicinal product, although similar to the orphan medicinal product already authorized is safer, more effective or otherwise clinically superior to the orphan medicinal product already authorized; (ii) the marketing authorization holder for the orphan medicinal product grants its consent; or (iii) if the marketing authorization holder of the orphan medicinal product is unable to supply sufficient quantities of product. The European exclusivity period can be reduced to six years, if, at the end of the fifth year a drug no longer meets the criteria for orphan drug designation (i.e. the prevalence of the condition has increased above the orphan designation threshold or it is judged that the product is sufficiently profitable so as not to justify maintenance of market exclusivity). Orphan drug designation neither shortens the development time or regulatory review time of a drug nor gives the drug any advantage in the regulatory review or approval process. While we may seek additional orphan drug designations for applicable indications for our current and any future product candidates, we may never receive such designations. Even if we do receive such designations, there is no guarantee that we will enjoy the benefits of those designations.

WeAlthough maywe seekhave and fail to obtainreceived fast track orand breakthrough therapy designations for certain of our current or future product candidates. Even if we are successful,candidates, these programs may not lead to a faster development or regulatory review process, and they do not guarantee we will receive approval for any product candidate.

We mayhave also seekreceived breakthrough therapy designation for anydarovasertib productfor candidatethe thatneoadjuvant wetreatment develop.of adult patients with primary UM for whom enucleation has been recommended. A breakthrough therapy is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over currently approved therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For product candidates that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Product candidates designated as breakthrough therapies by the FDA may also be eligible for rolling review and priority review. Like fast track designation, breakthrough therapy designation is within the discretion of the FDA. Accordingly, even if we believe a product candidate we develop meets the criteria for designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation. InWhile anywe event,have the receipt ofreceived breakthrough therapy designation for adarovasertib for the neoadjuvant treatment of adult patients with primary UM for whom enucleation has been recommended, and may in the future receive breakthrough therapy designations for other product candidatecandidates, it may not result in a faster development process, review or approval compared to drugs developed under conventional FDA procedures and does not assure ultimate approval by the FDA. In addition, even if a product candidate we develop qualifies as a breakthrough therapy, the FDA may later decide that the drug no longer meets the conditions for qualification and rescind the designation.

The accelerated approval pathway may be used in cases in which the advantage of a new drug over available therapy may not be a direct therapeutic advantage, but is a clinically important improvement from a patient and public health perspective. If granted, accelerated approval is contingent on the sponsor’s agreement to conduct, in a diligent manner, additional post-approval confirmatory studies to verify and describe the drug’s clinical benefit. If such post-approval studies fail to confirm the drug’s clinical benefit or are not completed in a timely manner, the FDA may withdraw its approval of the drug on an expedited basis. InRecent addition, in December 2022, President Biden signed an omnibus appropriations bill to fund the U.S. government through fiscal year 2023 which included the Food and Drug Omnibus Reform Act of 2022, or FDORA. Among other things, the legislation introducedlegislative reforms intendedhave tofurther expand the FDA’s ability to regulate products receiving accelerated approval, including by increasingincreased the FDA’s oversight over the conduct of confirmatory trials.

For darovasertib, we are not aware of other companies actively developing clinical-stage therapeutics directed to PKC as a target for solid tumors. Exscientia is developing a PKC theta inhibitor in inflammatory diseases in Phase 1 studies. Varsity Pharma is preclinically evaluating a PKC inhibitor in CLL.CLL, and Aquilon has nominated PKC theta as a target for preclinical development. Additionally, Windtree Therapeutics is advancing a preclinical-stage atypical PCKPKC iota inhibitor, including both topical and oral formulations, for potential treatment of Basal Cell Carcinoma, or BCC.Carcinoma. We are aware of several other companies that are conducting research and development of potential therapies for primary UM or for MUMmUM based on other targets and approaches. ForReplimune example,has Aura Biosciences is developing AU-011,initiated a virus-likepotentially drugregistration-enabling conjugate (VDC), as local treatmenttrial for early-stageRP-2, choroidalan melanoma.oncolytic Immunocore is developing and commercializing Tebentafusp, also known under its branded name as Kimmtrak, for the treatment of adult patients with HLA-A*02:01-positive unresectable or MUM.immunotherapy. iOnctura has initiated a Phase 2 trial for Roginolisib, an allosteric PI3K delta inhibitor, in 2L+ MUM.mUM. NovartisOther isprograms developingin development for mUM include Novartis’ DYP688, an ADC, with a GNAQ-11 inhibitor payload in a Phase 1/2 clinical trialtrial, inand MUM.Immatics’ anzu-cel/IMA203, a PRAME-targeting TCR-based, T cell therapy. Aura Biosciences is developing bel-sar, a virus-like drug conjugate (VDC), as local treatment for early-stage choroidal melanoma. Additionally, ReplimuneImmunocore has initiatedcommercialized aTebentafusp, potentiallyalso registration-enablingknown trialunder its branded name as Kimmtrak, for RP-2,the antreatment oncolyticof immunotherapy.adult patients with HLA*A2(+), unresectable or metastatic UM.

For IDE849, our competitors include companies developing DLL3-targeting therapies using various therapeutic modalities, including bispecific T-cell engagers (BiTEs), antibody-drug conjugates (ADCs),ADCs, chimeric antigen receptor (T-cell) therapies, and radiopharmaceuticals. Amgen received accelerated approval from the FDA in May 2024 for Tarlatamab (branded name Imdelltra), a DLL3-CD3 BiTE. Zelgen, Boehringer Ingelheim and Daiichi Sankyo are developing drugs with a similar mechanism of action, bothin inPhase 3 or Phase 2 studies. We are aware of several companies developing DLL3 ADCs with topoisomerase-I-inhibitor-payloadsTopoisomerase I inhibitor payloads. Zai Lab recently initiated a Phase 3 trial for ZL-1310 in Phaserelapsed 1SCLC studies, including Zai Lab,and Roche, Zhang Jiang, and Baili.Baili are conducting Phase 1 studies. In radiopharmaceuticals, AbderaAbdera, initiatedMolecular aPartners, and Novartis are conducting Phase 1 clinical trial for ABD-147 at the end of 2024,trials and several other companies are pursuing preclinical development of DLL3-targeting radiotherapies.

For BCG034,IDE034, we are not aware of any other companies developing bispecificbi-specific ADCs targeting both B7-H3B7H3 and PTK7;PTK7, however,however many companies are developing mono-antigen ADCs targeting either B7-H3B7H3 or PTK7. MerckMerck, Hansoh/GSK, Medilink, and HansohMinghui are both evaluating B7-H3B7H3 ADCs in Phase 3 clinical trials. Several other companies have B7-H3B7H3 ADCs in earlier phases of clinical development, including Beigene,BeOne, Duality, GSK, Innovent, Mabwell, MacroGenics, MediLink,Mabwell and Minghui.MacroGenics. Furthermore, Genmab,Day One, Kelun, Kivu and Day OneLilly are evaluating PTK7 ADCs in Phase 1 studies, and Lilly is advancing a preclinical PTK7 ADC.studies.

Darovasertib – PKC Inhibitor Clinical Candidate infor Uveal Melanoma

Our current clinical pipeline consists of nine potential first-in-class product candidates acrossspans four clinical focus areas, as described below.

Darovasertib is an oral, potent and selective small molecule inhibitor of protein kinase C and our most advanced clinical program. We are developing darovasertib for uveal melanoma (UM), a rare, aggressive form of ocular cancercancer, in both the metastatic and pre-metastatic settings of UM, as described below.

Metastatic UM (mUM). We are evaluating darovasertib in combination with crizotinib, Pfizer’s oral c-MET inhibitor, in a potentially registration-enabling, Phase 2/3 trial (OptimUM-02) for human leukocyte antigen-A*02:01 negative (HLA*A2(-)), patients with first line mUM. In April 2026, we reported positive topline data from the OptimUM-02, which demonstratedmet aits primary endpoint demonstrating as statistically significant improvement in the primary endpoint ofmedian progression free survival, as well as a statistically significant improvement in the secondary endpoint of overall survival rate as assessed by blinded independent central review. We plan to providepresented complete data from the primary analysis of the OptimUM-02 trial in a late-breaking oral presentation at the 2026 American Society forof Clinical Oncology meeting in Chicago, Illinois.

We plan to complete a new drug application (NDA) submission in the second half of 2026 to support a potential U.S. accelerated approval. The FDA has agreedPursuant to reviewFood ourand Drug Administration's (FDA) authorization, we have begun pre-submitting components of the NDA under the Oncology Center of Excellence Real-Time Oncology Review program,program (RTOR), which allows an applicant to pre-submit components of its NDA for review before the complete filing is submitted to provide a more efficient review process and ensure safe and effective treatments are available to patients as early as possible.

We are also evaluating the combination of darovasertib and crizotinib in HLA*A2:01 positive (HLA*A2(+)), mUM patients in our ongoing, single-arm Phase 2 OptimUM-01 trial. We have completed enrollment of approximately 100 patients in this trial and plan to present updated clinical data from this trial at athe medical2026 conferenceEuropean Society for Medical Oncology (ESMO) Congress being held in theOctober secondin halfMadrid, Spain. These data will be included as part of 2026our to support a potential regulatoryNDA submission to the FDA.FDA Thisto submissionsupport hasregulatory discussions that have the potential to expand the labeled useindication of darovasertibdarovasertib. and/orWe guidelinealso plan to publish data from OptimUM-01 for potential inclusion in clinical practice guidelines to enablesupport potential use of the combination in thesecertain HLA*A2(+) mUM patients. Inclusion in the clinical practice guidelines, if achieved, is intended to provide healthcare professionals with an evidence-based rationale to consider use of darovasertib in appropriate patients, and may support payer coverage for such patients.

WeAdjuvant UM. In collaboration with our partner, Servier, we have successfully completedinitiated a Type C meeting with the U.S. FDA to align on theglobal Phase 3 registrational designtrial (OptimUM-11) of darovasertib and crizotinib in the OptimUM-11adjuvant trial.setting of primary UM. The trial willis expected to enroll approximately 450 primary uveal melanomaUM patients with increased risk of metastasis, irrespective of HLA status, randomized 1:1 to 12 months treatment with darovasertibthe combined with crizotinib for 12-monthscombination or observation. The primary endpoint of the trial is superiority by relapse-free survival.

Antibody-Drug Conjugates / DNA Damage Response (DDR) Combinations

IDE849 is a potential first-in-class, DLL3 TOP1 ADC being evaluated by our partner, Hengrui Pharma, in a multi-site, open label Phase 1 clinical trial in China in patients with small-cell lung cancer (SCLC) and neuroendocrine carcinomas (NEC). Hengrui Pharma is targeting to initiate Phase 3 registrational trials in China in 2027 for IDE849 in SCLC andplans to provide a clinical data update onfrom this programtrial at ESMO, and is targeting to initiate a Phase 3 registrational trial in China in refractory SCLC by the second halfend of 2026. We are currentlyalso conducting a global Phase 1/2 trial of IDE849 in SCLC and NEC and plan to provide our first clinical data from this trial in the second half of the year. We are also having discussions with the FDA to align on the design of a Phase 3 registrational trial of IDE849 in refractory SCLC and/or NEC, and plan to provide more detail on the proposed trial design with our data update in the second half of the year, with the goal of providing a clinical update and initiating a monotherapythe registrational trial by the end of 2026.

IDE034 is a potential first-in-class, B7H3/PTK7 bispecific TOP1 ADC. We initiatedare currently conducting a Phase 1 dose escalation trial in the first quarter of 2026 and are targeting to provide a clinical data update by the end of 2026.2026 or early 2027. Dosing of the first patient with IDE034 in the first quarter of 2026 triggered a $5.0 million milestone payment to Biocytogen, pursuant to our Option and License Agreement.

IDE161 is a potential first-in-class, oral small molecule poly (ADP-ribose) glycohydrolase (PARG) inhibitor in a Phase 1 dose optimization trial to inform future combination studies with IDE849 and other TOP1-based ADCs where PARG inhibition may synergize with the payload to deepen responses. We initiatedare conducting a Phase 1 clinical combination trial of IDE161 with IDE849 in SCLC, NEC, and potentially other DLL3-overexpressing solid tumors in the first quarter of 2026.tumors. We may also evaluate clinical combinations of IDE161 with IDE034 (B7H3/PTK7) and potentially other TOP1 ADCs in collaboration with third parties.

IDE892 is a potential first-in-class, oral small molecule MTA-cooperative inhibitor of protein arginine methyltransferase 5 (PRMT5) being developed for patients with high priority MTAP-deleted solid tumors,tumors. includingWe are currently evaluating IDE892 both as a monotherapy and in combination with IDE397, our proprietary inhibitor of MAT2A, in Phase 1/2 dose escalation trials in MTAP-deleted cancers, with a focus on pancreatic ductal adenocarcinoma (PDAC) and non-small cell lung cancer (NSCLC) and pancreatic ductal adenocarcinoma (PDAC). WeIn initiatedMay 2026, we entered into a Clinical Supply Collaboration Agreement with Roche to evaluate IDE892 in combination with RG6505, Roche's Phase 1 dosepan-RAS escalation trial with IDE892inhibitor, in MTAP-deletedMTAP-deleted, NSCLCRAS-mutant andPDAC. PDACWe inare the first quarter of 2026 and, pending completion, will targettargeting to initiatebegin a Phase 1 combination cohort with IDE397 in MTAP-deleted cancers in mid-2026 with expansiontrial in the second half of 2026.

IDE574 is a potential first-in-class, oral small molecule equipotent dual inhibitor of the lysine acetyltransferase (KAT) 6 and 7, both of which have been shown to support cancer cell survival. We initiatedare currently conducting a Phase 1 dose escalation trial in patients with breast, lung, prostate and colorectal cancers in the first quarter of 2026.cancers.

We do not have any products approved for sale and have not generated any product revenue since inception. We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received fromunder our former collaboration agreement with GSK and the upfront payment received from Servier.Servier under the Servier License Agreement. As of MarchJune 31,30, 2026, we had cash, cash equivalents and marketable securities of approximately $972.9$1.24 million,billion, consisting primarily of money market funds, U.S. government securities, commercial paper and corporate bonds.

Since our inception in June 2015, we have devoted substantially all of our resources to discovering and developing our product candidates. We have incurred significant operating losses to date and expect that our operating expenses will increase significantly as we advance our product candidates through preclinical and clinical development; seek regulatory approval and prepare for, and, if approved, proceed to commercialization; acquire, discover, validate and develop additional product candidates; obtain, maintain, protect and enforce our intellectual property portfolio; and hire additional personnel. For information about our specific program costs and expenses, see Note 10. Significant Agreements.Agreements and Note 13. Segment Information.

Our net losses were $98.5$211.0 million and $72.2$149.7 million for the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. As of MarchJune 31,30, 2026, we had an accumulated deficit of $835.1$947.5 million.

We believe that our cash, cash equivalents, and short-term and long-term marketable securities will be sufficient to fund our planned operations for at least twelve months from the date of the issuance of our Quarterly Report on Form 10-Q filed on MayAugust 5,4, 2026.

Substantially all of our research and development expenses consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses include certain payroll and personnel-related expenses, including salaries, employee benefit costs and stock-based compensation expenses for our research and product development employees, fees to third parties to conduct certain research and development activities on our behalf including fees to CMOs and CROs in support of manufacturing and clinical activity for darovasertib, IDE397, IDE849, IDE161, IDE275, IDE705, IDE892, IDE034, and IDE574 and consulting costs, costs for laboratory supplies, costs for product licenses and allocated overhead, including rent, equipment, depreciation, information technology costs and utilities. We expense both internal and external research and development expenses as they are incurred.

A discussion regarding our financial condition and results of operations for the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 20252026 and the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended DecemberJune 31,30, 2025 is presented below.

Comparison of Three Months Ended MarchJune 31,30, 2026 and March 31, 20252026

Collaboration Revenuerevenue wasincreased $6.6by million$2.3 formillion, or 35%, during the three months ended June 30, 2026 compared to the three months ended March 31, 2026 as a result of revenue recognized from the Servier License Agreement. In connection with the Servier License Agreement, we recognized revenue related to amounts allocated to the two research and development servicesservice performance obligations over time, as the underlying services are performed over the period through the completion of program development activities.

Research and development expenses increased by $24.8$13.0 million, or 35%,14% during the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 20252026 primarily due to increases of $19.5$11.2 million in fees paid to CROs and consultants and milestone fees related to the advancement of our lead product candidates through preclinical and clinical studies,studies $4.3and $1.8 million in personnel-related expenses, including salaries, benefits and stock-based compensation, to support our growth and $1.0 million in costs for laboratory supplies, facilities and information technology costs to support our research and development programs.

General and administrative expenses increased by $5.9$3.1 million, or 44%,16%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 2025. The increase in general and administrative expenses was2026 primarily due to increases of $2.9$1.7 million in personnel-related expenses, including salaries, benefits and stock-based compensationcompensation, $0.8 million in facilities and $3.0information technology expenses, to support our growth, and $0.6 million in consulting servicesfees primarily related to companysupport growth.darovasertib commercial preparation activities.

Interest income decreased by $2.2$0.2 million, or 18%,2%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended March 31, 20252026, primarily due to lower interest rates and loweraverage investment balances.balances during the three months ended June 30, 2026.

Comparison of ThreeSix Months Ended MarchJune 31,30, 2026 and DecemberJune 31,30, 2025

Collaboration Revenuerevenue decreasedincreased by $4.3$15.4 million,million or 40%, duringfor the threesix months ended MarchJune 31,30, 2026 compared to the three months ended December 31, 2025 as a result of revenue recognized from the Servier License Agreement. In connection with the Servier License Agreement, we recognized revenue related to amounts allocated to the two research and development serviceservices performance obligations over time, as the underlying services are performed over the period through the completion of program development activities.

Research and development expenses increased by $9.1$59.3 million, or 11%,41%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended DecemberJune 31,30, 2025 primarily due to $6.0increases of $47.5 million in fees paid to CROs andCROs, consultants and milestone fees related to the advancement of our lead product candidates through preclinical and clinical studiesstudies, and $3.1$8.9 million in personnel-related expenses, including salaries, benefits and stock-based compensation, $2.9 million in costs for facilities and information technology to support our growth.growth and research and development programs.

General and administrative expenses increased by $0.5$13.8 million, or 3%,49%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended DecemberJune 31,30, 20252025. The increase in general and administrative expenses was primarily due to increases of $1.3$6.4 million in personnel-related expenses, including salaries, benefits and stock-based compensation, partially offset by a decrease of $0.8$6.1 million in consulting fees.services primarily related to support darovasertib commercial preparation activities and company growth, and $1.3 million in legal patent expenses.

Interest income decreased by $1.3$3.7 million, or 11%,16%, during the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended DecemberJune 31,30, 2025,2025 primarily due to lower interest rates and lower investment balances.balances during the six months ended June 30, 2026.

We have funded our operations primarily through the sale and issuance of common stock and the upfront payment and certain milestone payments received fromunder our former collaboration agreement with GSK and the upfront payment received from Servier.Servier under the Servier License Agreement. As of MarchJune 31,30, 2026, we had cash, cash equivalents and marketable securities of approximately $972.9$1.24 million,billion, consisting primarily of money market funds, U.S. government securities, commercial paper, and corporate bonds.

During the threesix months ended MarchJune 31,30, 2026, we sold noan aggregate of 1,196,423 shares of our common stock for aggregate net proceeds of $33.1 million at a weighted average sales price of approximately $28.38 per share under the at-the-market offering pursuant to the January 2024 Sales Agreement with Jefferies as sales agent.

As of MarchJune 31,30, 2026, approximately $156.6$122.6 million of common stock remained available to be sold pursuant to the January 2024 Sales Agreement.

We have primarily incurred net losses since our inception. For the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, we had net losses of $98.5$211.0 million and $72.2$149.7 million, respectively, and we expect to incur substantial additional losses in future periods. As of MarchJune 31,30, 2026, we had an accumulated deficit of $835.1$947.5 million. Based on our current business plan, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our planned operations for at least the next 12 months from the issuance date of this Quarterly Report on Form 10-Q.

We enter into contracts in the normal course of business with third-party contract organizations for preclinical and clinical studies and testing, manufacture and supply of our preclinical and clinical materials and providing other services and products for operating purposes. These contracts generally provide for termination following a certain period after notice, and therefore, we believe that our non-cancelable obligations under these agreements are not material. We also enter into lease agreements for office and lab space, the terms of which are described in Note 5. Operating Leases.

Net cash used in operating activities was $75.2$163.4 million for the threesix months ended MarchJune 31,30, 2026. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $98.5$211.0 million, adjusted for net non-cash charges of $14.5$31.2 million and changes in net operating assets and liabilities of $8.9$16.4 million. Our non-cash charges consisted of $14.5$31.2 million in stock-based compensation, $0.7$1.4 million in depreciation and $0.5$0.9 million of the amortization of right of useright-of-use assets, partially offset by $1.2$2.2 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consistedwas primarily of cash inflows resulting from a $0.7$1.4 million increase in lease liabilities, $3.1$11.9 million increase in accounts payable, $3.0$2.0 million decrease in prepaid expenses and other assets and $2.7$10.5 million increase in accrued and other liabilities due to fees paid to CROs, CMOs and consultants in support of research and manufacturing activities, partially offset by cash outflows resulting from a $0.6$9.4 million increase in contract assets related to the Servier License Agreement.

Net cash used in operating activities was $60.3$122.8 million for the threesix months ended MarchJune 31,30, 2025. Cash used in operating activities was primarily due to the use of funds in our operations to develop our product candidates resulting in a net loss of $72.2$149.7 million, adjusted for net non-cash charges of $7.6$18.0 million and changes in net operating assets and liabilities of $4.2$8.9 million. Our non-cash charges consisted of $10.2$22.1 million in stock-based compensation, $0.6$1.3 million in depreciation and $0.5$1.0 million of the amortization of right of useright-of-use assets, partially offset by $3.8$6.5 million accretion of discounts on marketable securities. The net change in our operating assets and liabilities consistedwas primarily due to cash inflows from $2.7$2.4 million in accounts payable, $2.9$7.7 million accrued and other liabilities in support of research and manufacturing activities and $0.6$1.2 million in lease liabilities, partially offset by outflows of $2.0$2.5 million in prepaid and other assets.

Net cash providedused byin investing activities was $119.0$37.0 million for the threesix months ended MarchJune 31,30, 2026, which consisted primarily of $42.6$356.0 million used to purchase marketable securities and $1.0$1.8 million used to purchase property and equipment, partially offset by $162.5$320.9 million provided by maturities of marketable securities.

Net cash provided by investing activities was $79.8$125.7 million for the threesix months ended MarchJune 31,30, 2025, which consisted primarily of $105.2$232.8 million used to purchase marketable securities and $1.3$2.0 million used to purchase property and equipment, offset by $186.4$360.5 million provided by maturities of marketable securities.

Net cash provided by financing activities was $26.1$360.4 million for the threesix months ended MarchJune 31,30, 2025,2026, which consisted primarily of $25.0$183.2 million of net proceeds from issuance of common stock upon public offering, $141.0 million of proceeds from issuance of pre-funded warrants, $33.2 million in net proceeds from at-the-market offeringsofferings, and $1.1$2.0 million in proceeds from exercise of common stock options.options and $0.9 million in proceeds from ESPP purchase.

For more detail on our critical accounting policies, refer to Note 2 in the unaudited interim condensed financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, and the notes to the financial statements appearing elsewhere in our Annual Report on Form 10-K filed with the SEC on February 17, 2026. For the threesix months ended MarchJune 31,30, 2026, there were no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K filed with the SEC on February 17, 2026.